LINCOLN NATIONAL CAPITAL APPRECIATION FUND INC, 485BPOS, 1997-04-14

LINCOLN NATIONAL CAPITAL APPRECIATION FUND INC
485BPOS, 1997-04-14

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As filed with the Securities and Exchange Commission on April 14, 1997

Registration No. 33-70272
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

-----------------------------------

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Post-Effective Amendment No. 4 [x]

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and

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 6 [x]

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(Check appropriate box or boxes)

LINCOLN NATIONAL CAPITAL APPRECIATION FUND, INC.
(Exact name of registrant as specified in charter)

1300 South Clinton Street
Fort Wayne, Indiana 46802
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code
(219) 455-2000

Jack D. Hunter, Esq.
200 E. Berry Street
Fort Wayne, Indiana 46802
(Name and Address of Agent for Service)

Copies of all communications to
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W.,
Suite 825
Washington, D.C. 20036
Attention: Gary O. Cohen, Esq.
Bruce Rosenblum, Esq.

Fiscal year-end: December 31

The Registrant has registered an indefinite amount of securities under the
Securities Act of 1933 pursuant to Rule 24f-2 of the Investment Company Act of
1940. Pursuant to Rule 24f-2(b)(1), the Registrant filed a Rule 24f-2 Notice for
the last fiscal year (1996) on February 27, 1997.

It is proposed that this filing will become effective:
___ immediately upon filing pursuant to paragraph (b)

X on 5/1/97 pursuant to paragraph (b)
---
___ 60 days after filing pursuant to paragraph (a)(1)
___ on _____________ pursuant to paragraph (a)(1)
___ 75 days after filing pursuant to paragraph (a)(2)
___ on _____________ pursuant to paragraph (a)(2) of Rule 485.

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LINCOLN NATIONAL CAPITAL APPRECIATION FUND, INC.

CONTENTS OF

POST-EFFECTIVE AMENDMENT NO. 4
AND AMENDMENT NO. 6
on Form N-1A

This Registration Statement consists of the following papers and documents:

Facing Sheet

Contents Sheet

Cross-reference Sheet

Part A-

Prospectus

Part B-

Statement of Additional Information

Part C-

Items 24 through 32.

Signatures.

Exhibit Index.

Exhibits
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LINCOLN NATIONAL CAPITAL APPRECIATION FUND, INC.
CROSS REFERENCE SHEET
[as required by Rule 481(a)]

Item Number - Part A Location in Prospectus
- -------------------- ----------------------
1. Cover Page Preface

2. Synopsis Not Applicable

3. Condensed Financial Preface
Information

4. General Description of Description of the Fund; Investment
Registrant Policies and Techniques; Investment
Restrictions; Strategic Portfolio
Transactions (Prospectus and Appendix);
Special Risk Factors

5. Management of the Fund Description of the Fund; Investment
Policies and Techniques; Management
of the funds (Appendix)

5A. Management's Discussion Management Discussion of Fund
of Fund Performance Performance (Appendix)

6. Capital Stock and Other Description of Shares; Sales and
Securities Redemption of Shares; General
Securities Information;
Distribution and Federal Income Tax
Considerations (All in Appendix)

7. Purchase of Securities Net Asset Value; Purchase of
Being Offered Securities Being Offered; Sale and
Redemption of Shares (All in Appendix)

8. Redemption or Repurchase Sale and Redemption of Shares (Appendix)

9. Legal Proceedings Not Applicable
<PAGE>
Location in Statement of
Item Number - Part B Additional Information
- -------------------- ------------------------
10. Cover Page Cover Page

11. Table of Contents Table of Contents

12. General Information Not Applicable
and History

13. Investment Objectives Investment Restrictions; Investment
and Policies Policies and Techniques (continued)
(Appendix); Strategic Portfolio
Transactions (Appendix)

14. Management of the Directors and Officers (Appendix)
Fund

15. Control Persons and See "Management of the Funds" and
Principal "Description of Shares" in the
Prospectus Appendix

16. Investment Advisory Investment Advisor and Sub-Advisor;
and Other Services Custodian; Independent Auditors (All in
Appendix)

17. Brokerage Allocation Portfolio Transactions and Brokerage

18. Capital Stock and Not Applicable
Other Securities

19. Purchase, Redemption Purchase of Securities Being Offered;
and Pricing of Sale and Redemption of Shares; and
Securities Being Offered Net Asset Value; all in the Prospectus
Appendix

20. Tax Status Taxes

21. Underwriters Not Applicable

22. Calculation of Not Applicable (See the SAI for the
Performance Data Variable Annuity Account on Form N-4.)

23. Financial Statements Financial Statements

<PAGE>

PREFACE TO THE MULTI FUND(R) PROSPECTUSES

PAGES 21 AND 22 ARE PART OF THE PROSPECTUS FOR EACH OF THE FOLLOWING FUNDS:
Lincoln National Aggressive Growth Fund, Inc. (AG)

Lincoln National Bond Fund, Inc. (B)

Lincoln National Capital Appreciation Fund, Inc. (CA)

Lincoln National Equity-Income Fund, Inc. (E-I)

Lincoln National Global Asset Allocation Fund, Inc. (GAA)

Lincoln National Growth and Income Fund, Inc. (GI)

Lincoln National International Fund, Inc. (I)

Lincoln National Managed Fund, Inc. (M)

Lincoln National Money Market Fund, Inc. (MM)

Lincoln National Social Awareness Fund, Inc. (SA)

Lincoln National Special Opportunities Fund, Inc. (SO)

Preface/Directory

Shares of all the funds are sold to Lincoln National Life Insurance Co.
(Lincoln Life) for allocation to its Variable Annuity Account C (the variable
annuity account [VAA]) to fund variable annuity contracts and for allocation to
its Variable Life Account K to fund variable life insurance contracts.

To fund its variable life contracts, Variable Life Account D buys shares of the
Bond, Growth and Income, Managed, Money Market and Special Opportunities Funds.
To fund its variable life contracts, Variable Life Account G buys shares of the
Growth and Income and Special Opportunities Funds.

Each of these Variable Life and Annuity Accounts may be referred to as a
variable account. For each fund listed above, see Description of the fund in
its Prospectus for a statement of that fund's investment objective. Each of
these funds is referred to individually as a fund; collectively, as the funds.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION (SEC) NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THESE PROSPECTUSES. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

These Prospectuses set forth concisely the information about each fund that you
ought to know before investing. Please read and keep this Prospectus booklet
for future reference.

A separate Statement of Additional Information (SAI) for each fund has been
filed with the SEC. By this reference, each SAI, dated May 1, 1997, is
incorporated into the Prospectus of the fund with which it is registered. A
free copy will be provided upon request. Either write Lincoln National Life
Insurance Co., P.O. Box 2340, Fort Wayne, Indiana 46801 or call 1-800-4LINCOLN
(454-6265).

The Financial Highlights table of each fund contains per-share data calculated
on the basis of a share outstanding throughout the period, together with
financial ratios and other supplemental data. The Financial Highlights table is
incorporated by reference to the fund's 1996 Annual Report. A copy of the
Annual Report will be provided on request and without charge. Either write
Lincoln National Life Insurance Co., P.O. Box 2340, Fort Wayne, Indiana 46801
or call 1-800-4LINCOLN (454-6265).

NO DEALER, SALESPERSON, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THESE
PROSPECTUSES, IN CONNECTION WITH THE OFFERS CONTAINED IN THEM. IF ANY ARE GIVEN
OR MADE, THE INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE FUND(S) IN QUESTION. THESE PROSPECTUSES DO NOT
CONSTITUTE OFFERS BY THE FUNDS TO SELL, OR SOLICITATIONS OF ANY OFFERS TO BUY,
ANY OF THE SECURITIES OFFERED BY THEM IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL FOR THE FUNDS TO MAKE THOSE OFFERS.

Prospectuses dated May 1, 1997

F-1
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DIRECTORY FOR THE FUND PROSPECTUSES

Preface/Directory
<TABLE>
<CAPTION>
Subject Page
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<S> <C>
PREFACE 21
DESCRIPTION OF THE FUND
Aggressive Growth Fund 23
Bond Fund 29
Capital Appreciation Fund 33
Equity-Income Fund 37
Global Asset Allocation Fund 41
Growth and Income Fund 47
International Fund 49
Managed Fund 53
Money Market Fund 57
Social Awareness Fund 59
Special Opportunities Fund 61
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INVESTMENT POLICIES AND TECHNIQUES
Aggressive Growth Fund 23
Bond Fund 29
Capital Appreciation Fund 33
Equity-Income Fund 37
Global Asset Allocation Fund 41
Growth and Income Fund 47
International Fund 49
Managed Fund 53
Money Market Fund 57
Social Awareness Fund 59
Special Opportunities Fund 61
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INVESTMENT RESTRICTIONS
Aggressive Growth Fund 26
Bond Fund 30
Capital Appreciation Fund 35
Equity-Income Fund 39
Global Asset Allocation Fund 44
Growth and Income Fund 47
International Fund 51
Managed Fund 54
Money Market Fund 58
Social Awareness Fund 60
Special Opportunities Fund 62
</TABLE>
<TABLE>
<CAPTION>
Subject Page
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<S> <C>
STRATEGIC PORTFOLIO TRANSACTIONS
Aggressive Growth Fund 26
Bond Fund 31
Capital Appreciation Fund 36
Equity-Income Fund 39
Global Asset Allocation Fund 45
Growth and Income Fund 48
International Fund 51
Managed Fund 55
Money Market Fund 58
Social Awareness Fund 60
Special Opportunities Fund 63
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APPENDIX - CONTAINS IMPORTANT INFORMATION FOR ALL FUNDS
Net asset value 65
Management of the funds 65
Purchase of securities being offered 67
Sale and redemption of shares 68
Distributions and federal income tax considerations 68
Management discussion of fund performance 68
Description of shares 68
Strategic portfolio transactions-Additional information 69
Foreign investments 71
General information 72
Statement of Additional Information
Table of contents - 11 underlying funds 73
</TABLE>

F-2

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LINCOLN NATIONAL CAPITAL APPRECIATION FUND, INC.

Capital
Appreciation

DESCRIPTION OF THE FUND

The Capital Appreciation Fund (fund) was incorporated in Maryland in 1993 as
an open-end diversified management investment company whose investment objec-
tive is long-term growth of capital in a manner consistent with the preserva-
tion of capital. The fund pursues its objective through a strategic policy of
investing in a diversified portfolio of common stock (and securities convert-
ible into common stock) of issuers of all sizes, with particular emphasis on
issuers with earnings growth potential that may not be recognized in the mar-
ket.

The fund's objective, strategic policy and some restrictions are fundamental,
and cannot be changed without the affirmative vote of a majority of the fund's
outstanding shares. All other investment policies, practices and restrictions
of the fund are not fundamental, so they may be changed by a majority vote of
the Board of Directors. See General information in the Appendix. There is no
assurance that the objective of the fund will be achieved. Realization of in-
come is not a significant investment consideration, and any income realized on
the fund's investments will be incidental to its primary objective.

The fund is not designed as a short-term trading vehicle, and should not be
relied upon for short-term financial needs. The principal risks of this fund
are those normally associated with investing in the common stock of a broad
range of companies, and the potential for shares to fluctuate in value with
the common stock market. Additional risks are discussed under Special risk
factors.

Because the strategic policy of this fund is to emphasize investment in a
broad range of companies, it is expected that at times the volatility level
may depart somewhat from broad stock market indices such as the Standard &
Poor's 500 Index (S&P 500). See Investment policies and techniques.

Fund management expects securities selection for the fund to closely parallel
that of the Janus Fund, a publicly available mutual fund which is part of the
Janus group of funds. However, there is no precise correlation between the
two. Selection criteria for the securities and the relative weightings of the
selections can differ based on asset size, timing, cash flow, expenses and
other factors.

PORTFOLIO MANAGER

Since 1994 the portfolio manager for the fund has been James P. Craig, Vice-
President of Janus Capital Corporation, sub-advisor to the fund. Craig has
been active in investment management since 1981, with Janus since 1985. He
holds a Master's Degree in finance from the Wharton School, University of
Pennsylvania.

INVESTMENT POLICIES AND TECHNIQUES

Common stocks selected for the fund will generally be from those industries
and companies both in the United States and overseas, which, in the opinion of
the sub-advisor, are experiencing a high demand for their products and serv-
ices and for which both the competitive environment and the regulatory climate
are favorable. Within this framework the fund intends to buy stocks with earn-
ings growth potential that may not be recognized in the market. Capital growth
potential is the sole criterion. Realization of interest income is incidental.
The fund intends to purchase stocks of a large number of issuers of all sizes,
from large, well-established companies to smaller, emerging growth companies.
Under normal conditions a minimum of 65% of the fund's total assets will be
invested in common stocks at any one time.

Up to 35% of the fund's total assets may be invested in debt securities, cash,
and/or cash equivalents, in any combination, either because the fund antici-
pates an opportunity for capital growth from those securities, or because it
seeks a return on idle cash. Debt securities include, but are not limited to,
preferred stocks, warrants, stock rights, corporate bonds and debentures and
longer-term government securities. Cash equivalents include, but are not lim-
ited to, short-term government securities (i.e., with remaining maturities of
less than one year), high-grade commercial paper, certificates of deposit, re-
purchase agreements, banker's acceptances and time deposits.

The fund intends to limit its investments in debt securities and cash equiva-
lents to those issued by: U.S. companies; the U.S. Government, its agencies
and instrumentalities; foreign governments, their agencies and instrumentali-
ties; and supranational organizations such as (but not limited to) the Euro-
pean Economic Community and the World Bank. When the fund invests in debt se-
curities and cash equivalents, the investment income of the fund may increase;
however, the fund will not be participating in stock market advances and de-
clines to the extent it would if it were fully invested in common stocks.

F-13
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Capital
Appreciation

SPECIAL SITUATIONS
At times, the fund may invest in certain securities under special situations. A
special situation arises when, in the sub-advisor's opinion, the securities of
a particular company will be recognized and appreciate in value due to a spe-
cific development at that company. Developments creating a special situation
might include a new product or process, a management change or a technological
breakthrough. Investment in special situations may carry an additional risk of
loss in the event that the anticipated development does not occur or does not
attract the expected attention. The impact of the strategy on the fund will de-
pend on the fund's size and the extent of the holdings of the special situation
company relative to its total assets.

FOREIGN INVESTMENTS; AMERICAN DEPOSITARY RECEIPTS (ADRS)
The fund may invest up to 25% of its assets in foreign securities, defined as
those which are denominated in a foreign currency and not publicly traded in
the United States. Foreign investing involves risks that differ from investing
in U.S. markets. For a discussion of those risks see Foreign investments in the
Appendix. A detailed discussion of how the fund intends to handle these risks
appears in the SAI.

In connection with its foreign investments and as a non-fundamental policy, the
fund will not commit more than 10% of its assets to the currency cross-hedge
contracts and will maintain high-grade, liquid assets to cover those contracts.
See Foreign investments in the Appendix for an explanation of these transac-
tions.

In addition, the fund may purchase dollar-denominated ADRs, which do not in-
volve the same direct currency and liquidity risks as securities denominated in
foreign currency, because they are issued by domestic banks and publicly traded
in the U.S. ADRs are U.S. securities which indirectly replace foreign securi-
ties and will not be subject to the 25% limit.

HIGH-YIELD/HIGH-RISK BONDS
The fund has no pre-established minimum quality standards and may invest in
debt securities of any quality, including lower-rated bonds (including junk
bonds) that may offer higher yields because of the greater risk involved in
those investments. See Special risk factors. It may invest up to 35% of its as-
sets in those securities. Debt securities rated below investment grade by the
primary rating agencies (bonds rated Ba or lower by Moody's Investors Service
and BB or lower by Standard & Poor's Corp.) constitute lower-rated securities
that are subject to the above limit. Unrated bonds or bonds with split ratings
are included in this limit if the portfolio manager determines that these secu-
rities have the same characteristics as non-investment-grade bonds. Even though
the fund may at times invest in non-investment-grade securities, it invests
primarily in medium-grade obligations. See Special risk factors.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES

The fund may invest in mortgage- and asset-backed securities. These securities
are subject to prepayment risk, meaning there is the possibility that prepay-
ments on the underlying mortgages or other loans will cause the principal and
interest on the mortgage- and asset-backed securities to be paid before their
stated maturities. Unscheduled prepayments are more likely to speed up during
periods of declining long-term interest rates. In the event of a prepayment
during a period of declining interest rates, the fund may be required to invest
the unanticipated proceeds at a lower interest rate. Prepayments during those
periods will also limit the fund's ability to participate in as large a market
gain as may be experienced with a comparable security not subject to prepay-
ment. On the other hand, these securities are also subject to maturity exten-
sion risk. This is the risk that in a period of rising interest rates, prepay-
ments may occur at a slower than expected rate, which may cause these securi-
ties to fluctuate more widely in response to changes in interest rates.

WHEN-ISSUED SECURITIES
The fund may purchase new issues of U.S. Government securities on a when-issued
basis. However, it does not intend to invest more than 20% of its assets in
when-issued securities. Because actual payment for and delivery of when-issued
securities generally take place 15 to 45 days after the purchase date, a fund
that purchases when-issued securities bears the risk that interest rates on
debt securities at the time of delivery may be higher or lower than those con-
tracted for on the when-issued security.

ILLIQUID SECURITIES
The fund may invest up to 15% of its net assets in loans to other persons
and/or securities that are considered illiquid because of the absence of a
readily available market or due to legal or contractual restrictions. Certain
restricted securities that are not registered for sale to the general public
but can be resold to institutional investors may not be considered illiquid,
provided that a dealer or institutional trading market exists. The institu-
tional trading market is relatively new and liquidity of the fund's investments
could be impaired if trading fails to further develop, or if it declines.

BORROWING
The fund may borrow money from banks for temporary or emergency purposes in an
amount not to exceed 25% of its total assets. Certain state insurance regula-
tions may impose additional restrictions on the fund's ability to borrow money.
See the SAI.

F-14
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Capital
Appreciation

DIVERSIFICATION
The fund qualifies as a diversified investment company under the Investment
Company Act of 1940 (1940 Act). As a fundamental policy, a diversified fund may
not purchase a security of any issuer (except cash items and U.S. Government
securities) if: a) it would cause the fund to own more than 10% of the out-
standing voting securities of that issuer; or b) it would cause the fund's
holdings of that issuer to amount to more than 5% of the fund's total assets
(as applied to 75% of the fund's total assets). It may invest up to 25% of its
total assets in the securities of one issuer. See Item 1. under Investment re-
strictions.

The fund does not anticipate concentrating its holdings in so few issuers un-
less the sub-advisor believes a security has the potential for substantial cap-
ital appreciation consistent with the fund's investment policies and goals.
However, the fund does intend to take advantage of the ability to invest more
than 5% of its total assets in the securities of one issuer. To the extent that
the fund invests more than 5% of its assets in a particular issuer, its expo-
sure to credit risk and/or market risks associated with that issuer increases.
As an additional fundamental policy, the fund will not invest more than 25% of
its total assets in any particular industry.

SPECIAL RISK FACTORS
Lower-rated bonds involve a higher degree of credit risk--that is, the risk
that the issuer will not make interest or principal payments when due. In the
event of an unanticipated default, the fund would experience a reduction in its
income, and could expect a decline in the market value of the securities af-
fected. More careful analysis of the financial condition of each issuer of
lower grade securities is necessary. During an economic downturn or substantial
period of rising interest rates, highly leveraged issuers may experience finan-
cial stress which would adversely affect their ability to honor their principal
and interest payment obligations, to meet projected business goals, and obtain
additional financing.

The market prices of lower-grade securities are generally less sensitive to in-
terest rate changes than higher-rated investments, but more sensitive to ad-
verse economic or political changes, or in the case of corporate issuers, to
individual corporate developments. Periods of economic or political uncertainty
and change can be expected to result in volatility of prices of these securi-
ties. Since the last major economic recession, there has been a substantial in-
crease in the use of high-yield/high risk debt securities to fund highly
leveraged corporate acquisitions and restructurings, so past experience with
high-yield/high risk securities in a prolonged economic downturn may not pro-
vide an accurate indication of future performance during such periods. Lower-
rated securities also may have less liquid markets than higher-rated securi-
ties, and their liquidity as well as their value may be negatively affected by
adverse economic conditions. Adverse publicity and investor perceptions as well
as new or proposed laws may also have a negative impact on the market for high-
yield/high-risk bonds.

The fund may also invest in unrated debt securities of foreign and domestic is-
suers. Unrated debt, while not necessarily of lower quality than rated securi-
ties, may not have as broad a market. Sovereign debt of foreign governments is
generally rated by country. Because these ratings do not take into account in-
dividual factors relevant to each issue and may not be updated regularly, the
sub-advisor may treat these securities as unrated debt. Unrated debt securities
will be included in the 35% limit of the fund, unless the sub-advisor deems
these securities to be the equivalent of investment grade securities. See the
Appendix to the SAI for a description of bond credit rating categories.

PORTFOLIO TURNOVER
Although it is the policy of the fund to purchase and hold securities for ap-
preciation of capital, changes in the securities held by the fund generally
will be made whenever the fund believes changes are advisable. Investment
changes may result from liquidity needs, securities having reached a price or
yield objective, anticipated changes in interest rates or the credit standing
of an issuer, or by reason of economic or other developments in the United
States and abroad not foreseen at the time of the investment decision. Because
investment changes usually will be made without reference to the length of time
a security has been held, a significant number of short-term transactions may
result. It is expected that the fund's portfolio turnover rate will not exceed
200% under normal market conditions. (For example, a rate of portfolio turnover
of 100% would occur if all of the fund's portfolio were replaced in a period of
one year.)

To a limited extent the fund may also purchase individual securities in antici-
pation of relatively short-term price gains, and the rate of portfolio turnover
will not be a determining factor in the sale of such securities. Certain tax
rules may restrict the fund's ability to sell securities in some circumstances
when the security has been held for less than three months. Increased portfolio
turnover results in higher brokerage costs for the fund. During 1996 the fund's
portfolio turnover was 92.73% and in 1995 it was 195.63%.

INVESTMENT RESTRICTIONS

The following is a partial list of the investment restrictions that have been
adopted by the fund as fundamental policies. See General information in the Ap-
pendix. For purposes of the following restrictions: (1) all percentage limita-
tions apply immediately after the making of an investment; and (2) any subse-
quent change in any applicable percentage resulting from market fluctuations
does not require elimination of any security from the portfolio.

F-15
<PAGE>

Capital
Appreciation

The fund may not:

1. Own more than 10% of the outstanding voting securities of any one issuer
and, as to 75% of the value of the total assets of the fund, purchase the
securities of any one issuer [except cash item and government securities as
defined under the Investment Company Act of 1940 (1940 Act)], if immedi-
ately after and as a result of such purchase the value of the holdings of
the fund in the securities of such issuer exceeds 5% of the value of the
fund's total assets. (With respect to the remaining 25% of the fund's total
assets, the fund does not anticipate that any more than 15% of the fund's
total assets would be invested in the securities of a single issuer at any
time, other than those of the U.S. Government, its agencies and instrumen-
talities);

2. Invest more than 5% of its net assets in securities restricted as to re-
sale; and/or

3. Invest more than 25% of its assets in any one industry.

A complete listing of the fund's fundamental and non-fundamental investment re-
strictions can be found in the SAI.

FIXED INCOME INVESTING

The performance of the debt component of the fund depends primarily on interest
rate changes, the average weighted maturity of the fund and the quality of the
securities held. The debt component of the fund will tend to decrease in value
when interest rates rise and increase when interest rates fall. Subject to ap-
plicable maturity restrictions, the fund will vary its average maturities based
on the sub-advisor's analysis of interest rate trends and other factors. Gener-
ally, shorter-term securities are less sensitive to interest rate changes, but
offer lower yields; conversely, longer-term securities are more sensitive to
interest rate changes, but offer higher yields. The fund's share price and
yield also depend, in part, on the quality of its investments. U.S. Government
securities generally are of high quality. Debt securities that are not backed
by the full faith and credit of the United States (including those of foreign
governments) may be affected by changes in the creditworthiness of the issuer
of the security. The extent that these changes are reflected in the fund's
share price will depend upon the extent of the fund's investment in such secu-
rities.

STRATEGIC PORTFOLIO TRANSACTIONS

The portfolio manager for the fund has considerable discretion in the selection
of appropriate fund investments. In the exercise of that discretion, the port-
folio manager may, at any given time, invest a portion of the fund's assets in
one or more strategic portfolio transactions which we define as derivative
transactions and cash enhancement transactions.

For your convenience, in the Appendix, we have included a basic discussion of
these special financial arrangement transactions and some of the risks associ-
ated with them. Note also that the SAI booklet for the 11 funds contains defi-
nitions of the more commonly used derivative transactions, technical explana-
tions of how these transactions will be used and the limits on their use. You
should consult your financial counselor if you have specific questions.

THE CAPITAL APPRECIATION FUND IS AUTHORIZED:
a) for derivative transactions, to: buy and sell options on securities (includ-
ing index options) and options on foreign currencies; buy and sell futures con-
tracts for instruments based on financial indices, including interest rates or
an index of U.S. Government or foreign government securities or equity or
fixed-income securities, futures contracts on foreign currencies and on fixed-
income securities; buy and sell options on futures contracts; engage in forward
contracts, interest rate swaps and swap-related products.

b) for cash enhancement transactions, to lend portfolio securities; engage in
repurchase and reverse repurchase transactions. Collateral will be continually
maintained at no less than 102% of the value of the loaned securities or of the
repurchase price, as applicable. As a matter of fundamental policy, the fund
will not lend securities if, as a result, more than 25% of its total assets
would be lent to other parties.

F-16
<PAGE>

Appendix
APPENDIX - CONTAINS IMPORTANT INFORMATION FOR ALL FUNDS

This Appendix constitutes part of the Prospectuses of Lincoln National Aggres-
sive Growth Fund, Inc. (Aggressive Growth Fund), Lincoln National Bond Fund,
Inc. (Bond Fund), Lincoln National Capital Appreciation Fund, Inc. (Capital Ap-
preciation Fund), Lincoln National Equity-Income Fund, Inc. (Equity-Income
Fund), Lincoln National Global Asset Allocation Fund, Inc. (Global Asset Allo-
cation Fund), Lincoln National Growth and Income Fund, Inc. (Growth and Income
Fund), Lincoln National International Fund, Inc. (International Fund), Lincoln
National Managed Fund, Inc. (Managed Fund), Lincoln National Money Market Fund,
Inc. (Money Market Fund), Lincoln National Social Awareness Fund, Inc. (Social
Awareness Fund), and Lincoln National Special Opportunities Fund, Inc. (Special
Opportunities Fund). Unless otherwise indicated, the following information ap-
plies to each fund.

NET ASSET VALUE

Each fund's net asset value per share is determined as of close of business
(currently 4:00 p.m., New York Time) on the New York Stock Exchange (NYSE) on
each day it is open for trading. The net asset value per share for all funds
except the Money Market Fund is determined by adding the values of all securi-
ties and other assets, subtracting liabilities (including dividends payable)
and dividing by the number of shares outstanding. Debt securities and other as-
sets of the fund, other than equity securities, for which market quotations are
readily available, are valued at their bid quotations.

When market quotations are not readily available, debt securities and other as-
sets are valued at their fair value as determined in good faith. This valuation
is made by or under the authority of each fund's Board of Directors and it may
include the use of valuations furnished by outside sources, including pricing
services which utilize electronic data processing techniques for valuing normal
institutional-size trading units of debt securities. The value of equity secu-
rities is based on the last sale prices of those securities on national securi-
ties exchanges or over-the-counter, or in the absence of recorded sales, at the
average of readily available closing bid and asked prices on exchanges or over-
the-counter. In the absence of readily available closing bid and asked prices,
equity securities will be valued at fair value. See the SAI Appendix for a dis-
cussion of the methodology utilized to value short-term investments (other than
for the Money Market Fund), options, futures and options thereon, and foreign
securities.

MONEY MARKET FUND. The net asset value per share of the Money Market Fund is
determined by the amortized cost method of valuation, under Rule 2a-7, as
amended (the Rule) under the Investment Company Act of 1940 (1940 Act). Under
the Rule, the fund's net asset value using the amortized cost method must
fairly reflect market value. The Board of Directors of the fund has established
procedures to assist fund management and the investment advisor in complying
with the requirements of the Rule, which imposes specific standards for the ma-
turity, quality and diversification of portfolio securities. The Rule also as-
signs certain specific duties to fund management and the Board.

MANAGEMENT OF THE FUNDS

The business and affairs of each fund are managed under the direction of its
Board of Directors. The Board has the power to amend the bylaws of each fund,
to declare and pay dividends and to exercise all the powers of the fund except
those granted to the shareholder. Lincoln Life is the sole shareholder of each
fund.

INVESTMENT ADVISOR. Lincoln Investment is the investment advisor to the funds
and is headquartered at 200 East Berry Street, Fort Wayne, Indiana 46802. Lin-
coln Investment (the advisor) is registered with the Securities and Exchange
Commission (the Commission or SEC) as an investment advisor and has acted as an
investment advisor to mutual funds for over 40 years. The advisor also acts as
investment advisor to Lincoln National Convertible Securities Fund, Inc., and
Lincoln National Income Fund, Inc., closed-end investment companies, and also
acts as sub-adviser to two of the series of Delaware Group Adviser Funds, Inc.,
an open-end series investment company.

The advisor is a wholly-owned subsidiary of Lincoln National Corp. (LNC), a
publicly-held insurance holding company organized under Indiana law. Through
its subsidiaries, LNC provides life insurance and annuities, property-casualty
insurance, reinsurance and financial services. Directors, officers and employ-
ees of the advisor and each fund are permitted to engage in personal securities
transactions subject to restrictions and procedures set forth in the Code of
Ethics adopted by the advisor and each fund. Such restrictions and procedures
include substantially all of the recommendations of the Advisory Group of the
Investment Company Institute and comply with SEC rules and regulations.

Under advisory agreements described in the Prospectus for the variable account,
the advisor provides portfolio management and investment advice to the funds
and administers their other affairs, subject to the supervision of each fund's
Board of Directors.

As compensation for its services to each fund, the advisor is paid a monthly
investment advisory fee at an annual rate based on the average daily net asset
value of each fund, as shown in the following chart:

F-45
<PAGE>

Appendix

<TABLE>
<CAPTION>
First Next In excess of
Fund $200 million $200 million $400 million
...Of average daily net asset value
- ---------------------------------------------------------------
<S> <C> <C> <C>
Aggressive Growth .75 of 1% .70 of 1% .65 of 1%
Capital Appreciation .80 of 1 .80 of 1 .80 of 1
Equity-Income .95 of 1 .95 of 1 .95 of 1
Global Asset Allocation .75 of 1 .70 of 1 .68 of 1
International .90 of 1 .75 of 1 .60 of 1
All other funds .48 of 1 .40 of 1 .30 of 1
</TABLE>

The advisory fees for the
Capital Appreciation, Equi-
ty-Income, and International
funds reflect the more ex-
tensive services and in-
creased expense associated
with portfolios of securi-
ties issued outside the
United States.

- --------------------------------------------------------------------------------
FUND EXPENSES (see accompanying text below)

<TABLE>
<CAPTION>
1996 ratio of the advisor's
compensation to average 1996 ratio of total expenses
Fund net assets to average net assets
- ---------------------------------------------------------------------------------
<S> <C> <C>
Aggressive Growth .75% .82%
Bond .46 .51
Capital Appreciation .80 .93
Equity-Income .95 1.08
Global Asset Allocation .73 1.00
Growth and Income .33 .36
International .82 1.19
Managed .39 .43
Money Market .48 .57
Social Awareness .42 .46
Special Opportunities .40 .44
</TABLE>

Expenses specifically assumed by each fund include: compensation and expenses
of Directors of the fund who are not interested persons of the fund as defined
in the 1940 Act; registration, filing, printing, and other fees in connection
with filings with regulatory authorities, including the costs of printing and
mailing updated Prospectuses and SAIs provided to current contract owners; fees
and expenses of independent auditors; the expenses of printing and mailing
proxy statements and shareholder reports; custodian and transfer agent charges;
brokerage commissions and securities and options transaction costs incurred by
the fund; taxes and corporate fees; fees for accounting, valuation and related
services; legal fees incurred in connection with the affairs of the fund (other
than legal services provided by personnel of the advisor or its affiliated com-
panies); the fees of any trade association of which the fund is a member; and
expenses of shareholder and Director meetings.

SUB-ADVISORS. As advisor, Lincoln Investment is primarily responsible for in-
vestment decisions affecting each of the funds. However, Lincoln Investment has
entered into sub-advisory agreements with several professional investment man-
agement firms. These firms provide some or substantially all of the investment
advisory services required by a number of the funds, including day-to-day in-
vestment management of those funds' portfolios. Each sub-advisor makes invest-
ment decisions for its respective fund in accordance with that fund's invest-
ment objectives and places orders on behalf of that fund to effect those deci-
sions. See the following tables for more information about the sub-advisors and
their fees:
F-46
<PAGE>

Appendix

<TABLE>
<CAPTION>
Date of
Fund Sub-advisor agreement Annual fee rate based on average daily net asset value
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Aggressive Lynch & Mayer 12/20/93 .50 of 1% of the first $150 million .35 of 1% of the
Growth 520 Madison Avenue excess over $150 million
New York, NY 10022
Capital Janus 1/1/94 .60 of 1% of the first $100 million .55 of 1% of the
Appreciation 100 Fillmore Street excess over $100 million
Denver, CO 80206
Equity- Fidelity 12/20/93 .75 of 1%
Income 82 Devonshire Street
Boston, MA 02108
Global Asset Putnam 6/8/87 the greater of (a) $40,000; or (b) .47 of 1% of the
Allocation One Post Office Square first $200 million; .42 of 1% of the next $200 million;
Boston, MA 02104 and .40 of 1% of any excess over $400 million
International Clay Finlay 8/29/96 .665 of 1% of the first $50 million; .475 of 1% of the
200 Park Avenue next $50 million; and .250 of 1% of any
New York, NY 10166 excess over $100 million

- --------------------------------------------------------------------------------
<CAPTION>
Annual fee rate based on market value of securities
held in the portfolio of each respective client fund at
Date of the close of business on the last trading day of each
Fund Sub-advisor agreement calendar quarter
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Growth and Vantage 8/21/85 .20 of 1%
Income 630 5th Avenue
New York, NY 10111
Managed Vantage 8/21/85 .20 of 1%
(stock portfolio only)
Social
Awareness Vantage 4/30/88 .20 of 1%
Special
Opportunities Vantage 8/21/85 .20 of 1%
</TABLE>

No additional compensation from the assets of the funds will be assessed as a
result of the sub-advisory agreements; the sub-advisors are paid by Lincoln In-
vestment. (There is no sub-advisor for the Bond and Money Market Funds.)

SERVICE MARKS. The service mark for the funds and the name Lincoln National
have been adopted by the funds with the permission of LNC, and their continued
use is subject to the right of LNC to withdraw this permission in the event the
advisor should not be the investment advisor of the funds.

In the Prospectus and sales literature, the name Fidelity Investments will be
used with the Equity-Income Fund, Janus with the Capital Appreciation Fund and
Putnam with the Global Asset Allocation Fund. The continued use of these names
is subject to the right of the respective sub-advisor to withdraw its permis-
sion in the event it ceases to be the sub-advisor to the particular fund it ad-
vises.

PURCHASE OF SECURITIES BEING OFFERED

Shares of the funds' common stock ($0.01 par value) will be sold to Lincoln
Life for allocation to the variable annuity account (VAA), which has been es-
tablished for the purpose of funding variable annuity contracts; shares in the
funds will also be sold to Lincoln Life for allocation to one or more of the
variable life accounts, which have been established for the purpose of funding
variable life insurance contracts. Shares of each fund are sold and redeemed at
their net asset value per share determined daily. See Sale and redemption of
shares. Also see Net asset value. The funds' shares are sold to Lincoln Life
for the variable accounts on a no-load basis - that is, without the imposition
of a sales charge.

F-47
<PAGE>

Appendix

SALE AND REDEMPTION OF SHARES

The shares of each fund are sold and redeemed by the fund at their net asset
value per share next determined after receipt by Lincoln Life of a purchase or
redemption order in acceptable form. Redemption of fund shares held by Lincoln
Life for its own account will be effected at the fund's net asset value per
share next determined after receipt of the redemption request by the fund. The
value of shares redeemed may be more or less than original cost, depending upon
the market value of the portfolio securities at the time of redemption. Payment
for shares redeemed will be made within seven days after the redemption request
is received in proper form by the funds. However, the right to redeem fund
shares may be suspended or payment postponed for any period during which (1)
trading on the NYSE is restricted as determined by the Commission, or the NYSE
is closed for other than weekends and holidays; (2) an emergency exists, as de-
termined by the Commission, as a result of which (a) disposal by each fund of
securities owned by it is not reasonably practicable, or (b) it is not reasona-
bly practicable for each fund to determine fairly the value of its net assets;
or (3) the Commission by order so permits for the protection of shareholders of
the funds.

DISTRIBUTION AND FEDERAL INCOME TAX CONSIDERATIONS

Each fund's policy is to distribute, at least once a year, substantially all of
its net investment income. Net realized capital gains may only be distributed
annually. These distributions, when paid to Lincoln Life for the variable ac-
counts, will be reinvested automatically in additional shares of that fund, at
its net asset value per share.

Each fund intends to qualify and has elected to be taxed as a regulated invest-
ment company under the provisions of Subchapter M of the Internal Revenue Code
of 1986, as amended (the code). If a fund qualifies as a regulated investment
company and complies with the provisions of the code relieving regulated in-
vestment companies which distribute substantially all of their net income (both
ordinary income and capital gain) from Federal income tax and the 4% nondeduct-
ible Federal excise tax, the funds will be relieved of those taxes on the
amounts distributed. See the SAI for a more complete discussion.

Each fund is subject to asset diversification requirements under Section 817(h)
of the code and the related regulation that the United States Treasury Depart-
ment has adopted. Each fund intends to comply with these diversification re-
quirements.

Since the sole shareholder of the funds is Lincoln Life, there is no discussion
here about the Federal income tax consequences at the shareholder level. For
information concerning the Federal income tax consequences to holders of annu-
ity or life insurance contracts, including the failure of a fund to comply with
the diversification requirements discussed above, see the Prospectus for the
variable account at the front of this booklet.

MANAGEMENT DISCUSSION OF FUND PERFORMANCE

In the Annual Report for the funds, the portfolio manager for each fund dis-
cusses that fund's performance for the previous fiscal year and the factors
which affected that performance. We will send you a copy of the Annual Report
free upon request.

DESCRIPTION OF SHARES

The authorized capital stock of each fund consists of 50 million shares of com-
mon stock (150 million for the Growth and Income Fund and 100 million each for
the Equity-Income Fund, International Fund and Managed Fund), $0.01 par value.
As of April 1, 1997, each fund had the following number of shares issued and
outstanding:

<TABLE>
<S> <C>
Aggressive Growth 19,033,638
Bond 22,323,906
Capital Appreciation 21,172,476
Equity-Income 32,730,897
Global Asset Allocation 25,529,165
Growth and Income 79,849,479
International 31,897,933
Managed 44,089,292
Money Market 9,655,455
Social Awareness 27,849,619
Special Opportunities 24,121,470
</TABLE>

Fund shares will be owned by Lincoln Life and will be held by it in the vari-
able accounts. As sole shareholder of each fund, Lincoln Life may be deemed to
be a control person as that term is defined under the 1940 Act. However, as
stated in the Prospectuses for the variable accounts, Lincoln Life provides to
contractowners of the variable accounts the right to direct the voting of fund
shares at shareholder meetings, to the extent provided by law. Lincoln Life
will vote for or against any proposition, or will abstain from voting, any fund
shares attributable to a contract for which no timely voting instructions are
received, and any fund shares held by Lincoln Life for its own account, in pro-
portion to the voting instructions

F-48
<PAGE>

Appendix

that it received with respect to all contracts participating in that fund. How-
ever, if the 1940 Act or any regulation under it should change, and as a result
Lincoln Life determines it is permitted to vote fund shares in its own right,
it may elect to do so.

All the shares of each fund are of the same class with equal rights and privi-
leges. Each full share is entitled to one vote and each fractional share is en-
titled to a proportionate fractional vote, on all matters subjected to a vote
of the shareholder. All shares, full and fractional, participate proportion-
ately in any dividends and capital gains distributions and, in the event of
liquidation, in that fund's net assets remaining after satisfaction of out-
standing liabilities.

When issued, each share is fully-paid and non-assessable and the shareholder
has no preemptive or conversion rights. Fund shares have non-cumulative voting
rights, which means that holders of more than 50% of the shares voting for the
election of directors can elect 100% of the directors if they choose to do so.
In that event the holders of the remaining shares so voting will not be able to
elect any directors. Shares may be redeemed as set forth under Sale and redemp-
tion of shares.

The Bylaws of the funds allow them, in proper cases, to dispense with their an-
nual meetings of the shareholder. Generally, this may be done as long as: (1) a
majority of the Directors then in office have at some point been elected by the
shareholder and, if any vacancy is filled by vote of the Board of Directors,
then immediately after filling the vacancy at least two thirds of the Directors
shall have been elected by the shareholder; (2) there is no change in the inde-
pendent auditor of the funds; (3) there is no material change to the investment
advisory and/or sub-advisory agreements and/or fundamental policies; and (4) a
shareholder vote is not required with respect to a distribution agreement. In
adopting this procedure for dispensing with annual meetings that are a formali-
ty, the Directors of the funds have undertaken to comply with the requirements
of Section 16(c) of the 1940 Act. That Section protects contract owners by pro-
viding a procedure by which they may require management to convene a meeting of
the shareholder to vote on removal of one or more Directors. The Directors also
have agreed to facilitate communication among contract owners for the purpose
of calling those meetings. Further information about these procedures is avail-
able from fund management.

STRATEGIC PORTFOLIO TRANSACTIONS-ADDITIONAL INFORMATION

Because of their different investment objectives and portfolio management phi-
losophies many of the funds engage to varying degrees in strategic portfolio
transactions, in order to preserve or enhance the value of their assets. These
can be generally identified as either derivative transactions or cash enhance-
ment transactions. Derivative transactions are recognized by the investment
community as an acceptable way to seek to increase the fund's overall value
(or, depending on the condition of the securities markets, at least to slow its
decrease). Cash enhancement transactions are designed to make some extra money
for the fund when it has excess cash, or to help the fund obtain some cash for
temporary purposes when needed. See the Prospectus for each fund for a listing
of the kinds of transactions in which each fund may engage.

1. DERIVATIVE TRANSACTIONS
A. Introduction
A derivative transaction is a financial agreement the value of which is de-
pendent upon the values of one or more underlying assets or upon the values
of one or more indices of asset values. The following types are currently in
fairly common use in the investment community, although not every fund will
use all of them:

1. Equity contracts: stock options and indexed options; equity swaps; stock
index futures and options on futures; swaptions;

2. Interest rate contracts: interest rate futures and options on them; for-
ward rate agreements (FRAs); interest rate swaps and their related trans-
actions (e.g., caps, floors, collars and corridors); and/or

3. Currency derivative contracts: currency forward contracts; currency op-
tions; currency futures; currency swaps; cross-currency interest rate
swaps.

SIMPLIFIED DEFINITIONS FOR THESE TRANSACTIONS ARE PROVIDED IN THE SAI APPENDIX.

Although they may be structured in complex combinations, derivative transac-
tions in which the funds engage generally fall into two broad categories: op-
tions contracts or forward contracts. The combined forms are constantly evolv-
ing. In fact, variations on the types listed previously may come into use after
the date of these Prospectuses. Therefore, where the Prospectus for a particu-
lar fund discloses the intent of that fund to engage in any of the types list-
ed, that fund hereby reserves the right to engage in related variations on
those transactions.

The funds intend to engage in derivative transactions only defensively. Exam-
ples of this defensive use might be: to hedge against a perceived decrease in a
fund's asset value; to control transaction costs associated with market timing
(e.g., by using futures on an unleveraged basis); and to lock in returns,
spreads, or currency exchange rates in anticipation of future cash market
transactions.

F-49
<PAGE>

Appendix

There is no discussion here of asset-backed or mortgage-backed securities (such
as collateralized mortgage obligations, structured notes, inverse floaters,
principal-only or interest-only securities, etc.). See the Prospectus and SAI
for the Capital Appreciation and Equity-Income funds, which are authorized to
engage in this kind of trading.

B. Risk factors commonly associated with derivative transactions.

There are certain risks associated with derivatives, and some derivatives
involve more of these risks than others. We briefly describe the most common
ones here; however, this is not an exhaustive list. Consult your financial
counselor if you have additional questions.

CREDIT RISK is the possibility that a counterparty to a transaction will
fail to perform according to the terms and conditions of the transaction,
causing the holder of the claim to suffer a loss.

CROSS-CURRENCY SETTLEMENT RISK (or Herstatt risk) is related to the settle-
ment of foreign exchange contracts. It arises when one of the counterparties
to a contract pays out one currency prior to receiving payment of the other.
Herstatt risk arises because the hours of operation of domestic interbank
fund transfer systems often do not overlap due to time zone differences. In
the interval between the time one counterparty has received payment in one
indicated currency and the time the other counterparty(ies) receive payment
in the others, those awaiting payment are exposed to credit risk and market
risk.

LEGAL RISK is the chance that a derivative transaction, which involves
highly complex financial arrangements, will be unenforceable in particular
jurisdictions or against a financially troubled entity; or will be subject
to regulation from unanticipated sources.

MARKET LIQUIDITY RISK is the risk that a fund will be unable to control its
losses if a liquid secondary market for a financial instrument does not ex-
ist. It is often considered as the risk that a (negotiable or assignable)
financial instrument cannot be sold quickly and at a price close to its fun-
damental value.

MARKET RISK is the risk of a change in the price of a financial instrument,
which may depend on the price of an underlying asset.

OPERATING RISK is the potential of unexpected loss from inadequate internal
controls or procedures; human error; system (including data processing sys-
tem) failure; or employee dishonesty.

SETTLEMENT RISK between two counterparties is the possibility that a
counterparty to whom a firm has made a delivery of assets or money defaults
before the amounts due or assets have been received; or the risk that tech-
nical difficulties interrupt delivery or settlement even if the
counterparties are able to perform. In the latter case, payment is likely to
be delayed but recoverable.

SYSTEMIC RISK is the uncertainty that a disruption (at a firm, in a market
segment, to a settlement system, etc.) might cause widespread difficulties
at other firms, in other market segments, or in the financial system as a
whole.

SPECIAL NOTE FOR OPTIONS AND FUTURES TRANSACTIONS: Gains and losses on op-
tions and futures transactions depend on the portfolio manager's ability to
correctly predict the direction of stock prices and interest rates, and
other economic factors. Options and futures trading may fail as hedging
techniques in cases where the price movements of the securities underlying
the options and futures do not follow the price movements of the portfolio
securities subject to the hedge. The loss from investing in futures transac-
tions is potentially unlimited.

SOME OF THESE RISKS MAY BE PRESENT IN EACH TYPE OF TRANSACTION, WHILE OTHERS
MAY PERTAIN ONLY TO CERTAIN ONES. These risks are discussed here only brief-
ly. Before you invest in a particular fund, please consult your financial
counselor if you have questions about the risks associated with that fund's
use of derivatives.

C. Varying usage of derivative transactions

Subject to the terms of the Prospectus and SAI for each fund, that fund's
portfolio manager decides which types of derivative transactions to employ,
at which times and under what circumstances. For a description of the lim-
its, risk factors and circumstances under which derivative transactions will
be used by each fund, refer to the SAI booklet.

D. Increased government scrutiny

Derivative transactions are coming under increased scrutiny by Congress and
industry regulators (such as the SEC and the Office of the Comptroller of
the Currency), and by self-regulatory agencies (such as the NASD). Should
legislation or regulatory initiatives be enacted resulting in additional re-
strictive requirements for derivative transactions, Lincoln Life and the
funds reserve the right to make all necessary changes in the contracts and
the Registration Statements for the funds, respectively, to comply with
those requirements.

2. CASH ENHANCEMENT TRANSACTIONS
Cash enhancement transactions also involve certain risks to the fund. They
are discussed more fully in the SAI.

F-50
<PAGE>

Appendix

A. Lending of portfolio securities

Any fund authorized to do so may make secured loans of its portfolio securi-
ties, in order to realize additional income. The loans are limited to a max-
imum of a stipulated amount of the fund's total assets. As a matter of poli-
cy, securities loans are made to broker/dealers under agreements requiring
that the loans be continuously secured by collateral in cash or short-term
debt obligations at least equal at all times to 102% of the value of the se-
curities lent.

The borrower pays the fund an amount equal to any dividends or interest re-
ceived on securities lent. The fund retains all or a portion of the interest
received on securities lent. The fund also retains all or a portion of the
interest received on investment of the cash collateral, or receives a fee
from the borrower.

With respect to the loaned securities, voting rights or rights to consent
pass to the borrower. However, the fund retains the right to call in the
loans and have the loaned securities returned at any time with reasonable
notice. This is important when issuers of the securities ask holders of
those securities - including the fund - to vote or consent on matters which
could materially affect the holders' investment. The fund may also call in
the loaned securities in order to sell them. None of the funds' portfolio
securities will be loaned to Lincoln Investment, to any sub-advisor, or to
any of their respective affiliates. The fund may pay reasonable finder's
fees to persons unaffiliated with it in connection with the arrangement of
the loans.

B. Repurchase (Repo) and reverse repurchase (Reverse Repo) transactions

1. Repos. From time to time, the funds may enter into Repo transactions. In
a typical Repo transaction, the fund involved buys U.S. Government or
other money market securities from a financial institution (such as a
bank, broker, or savings and loan association). At the same time, as part
of the arrangement, the fund obtains an agreement from the seller to re-
purchase those same securities from the fund at a specified price on a
fixed future date.

The repurchase date is normally not more than seven days from the date of
purchase. Keeping the term under seven days is significant, because the
SEC considers Repo Agreements with maturities of more than seven days to
be illiquid assets of the fund, and the funds have strict limitations on
the percentage of their respective assets which may be illiquid.

2. Reverse repos. A fund may also be authorized to enter into Reverse Repo
transactions. This simply means the fund is on the reverse side of a Repo
transaction. That is, the fund is the Seller of some of its portfolio se-
curities, subject to buying them back at a set price and date.

Authorized funds will engage in Reverse Repos for temporary purposes, such
as for obtaining cash to fund redemptions; or for the purpose of increas-
ing the income of the fund by investing the cash proceeds at a higher rate
than the cost of the agreement. Entering into a reverse repo transaction
is considered to be the borrowing of money by the fund. Funds authorized
to engage in Repos as buyers are not necessarily authorized to do Reverse
Repos.

FOREIGN INVESTMENTS

There are certain risks involved in investing in foreign securities, including
those resulting from fluctuations in currency exchange rates; devaluation of
currencies; political or economic developments including the possible imposi-
tion of currency exchange blockages or other foreign governmental laws or re-
strictions; reduced availability of public information concerning issuers; and
the fact that foreign companies are not generally subject to uniform account-
ing, auditing, and financial reporting standards or to other regulatory prac-
tices and requirements comparable to those applicable to domestic companies.
With respect to certain foreign countries, there is also the possibility of ex-
propriation, nationalization, confiscatory taxation, and limitations on the use
or removal of cash or other assets of a fund, including the withholding of in-
terest payments or dividends. These risks may be particularly great in so-
called developing or undeveloped countries, sometimes referred to as Emerging
Markets.

In addition, while the volume of transactions effected on foreign stock ex-
changes has increased in recent years, in most cases it remains appreciably be-
low that of the NYSE. Accordingly, a fund's foreign investments may be less
liquid and their prices may be more volatile than comparable investments in se-
curities of U.S. companies. Moreover, the settlement periods for foreign secu-
rities, which are often longer than those for securities of U.S. issuers, may
affect portfolio liquidity. The funds will incur costs in converting foreign
currencies into U.S. dollars. Custody charges are generally higher for foreign
securities. In buying and selling securities on foreign exchanges, a fund nor-
mally pays fixed commissions that are generally higher than the negotiated com-
missions charged in the United States. In addition, there is generally less
governmental supervision and regulation of securities exchanges, brokers and
issuers in foreign countries that in the United States. There may be difficulty
in enforcing legal rights outside the United States. For example, in the event
of default on any foreign debt obligations, it may be more diffi-

F-51
<PAGE>

Appendix
cult or impossible for the fund to obtain or to enforce a judgment against the
issuers of these securities. The advisor or sub-advisor will take all these
factors into consideration in managing a fund's foreign investments.

Certain state insurance regulations impose additional restrictions on the ex-
tent to which a fund may invest in foreign securities. See the SAI.

The share price of a fund that invests in foreign securities will reflect the
movements of both the prices of the portfolio securities and the currencies in
which those securities are denominated. Depending on the extent of a fund's in-
vestments abroad, changes in a fund's share price may have a low correlation
with movements in the U.S. markets. Because most of the foreign securities in
which the fund invests will be denominated in foreign currencies, or otherwise
will have values that depend on the performance of foreign currencies relative
to the U.S. dollar, the relative strength of the U.S. dollar may be an impor-
tant factor in the performance of the fund.

FOREIGN CURRENCIES

When an advisor or sub-advisor believes that a currency in which a portfolio
security or securities is denominated or exposed may suffer a decline against
the U.S. dollar, it may hedge that risk by entering into a forward contract to
sell an amount of foreign currency approximating the value of some or all of
the portfolio securities denominated in or exposed to that foreign currency.

Because foreign securities generally are denominated and pay dividends or in-
terest in foreign currencies, and a fund may hold various foreign currencies,
the value of the net assets of that fund as measured in U.S. dollars will be
affected favorably or unfavorably by changes in exchange rates. Generally, cur-
rency exchange transactions will be conducted on a spot (i.e., cash) basis at
the spot rate prevailing in the currency exchange market. The cost of currency
exchange transactions will generally be the difference between the bid and of-
fer spot rate of the currency being purchased or sold. Some foreign currency
values may be volatile, and there is the possibility of government controls on
currency exchange or governmental intervention in currency markets which could
adversely affect the fund.

Investors should be aware that exchange rate movements can be significant and
can endure for long periods of time. In order to protect against uncertainty in
the level of future foreign currency exchange rates, a fund's advisor or sub-
advisor may attempt to manage exchange rate risk through active currency man-
agement, including the use of certain foreign currency hedging transactions.

For example, it may hedge some or all of its investments denominated in a for-
eign currency against a decline in the value of that currency relative to the
U.S. dollar by entering into contracts to exchange that currency for U.S. dol-
lars (not exceeding the value of the fund's assets denominated in or exposed to
that currency), or by participating in options or futures contracts with re-
spect to that currency. If the advisor or sub-advisor believes that a particu-
lar currency may decline relative to the U.S. dollar, the fund may also enter
into contracts to sell that currency (up to the value of the fund's assets de-
nominated in or exposed to that currency) in exchange for another currency that
the advisor or sub-advisor expects to remain stable or to appreciate relative
to the U.S. dollar. This technique is known as currency cross-hedging. Refer to
the Prospectus for each fund to determine which funds may engage in these
transactions.

These strategies are intended to minimize the effect of currency appreciation
as well as depreciation, but do not protect against a decline in the underlying
value of the hedged security. In addition, these strategies may reduce or elim-
inate the opportunity to profit from increases in the value of the original
currency and may adversely impact the fund's performance if the advisor or sub-
advisor's projection of future exchange rates is inaccurate. See Strategic
portfolio transactions.

GENERAL INFORMATION

Your inquiries should be directed to Lincoln National Life Insurance Co., at
P.O. Box 2340, Fort Wayne, Indiana 46801; or, you may call 1-800-4LINCOLN (454-
6265).

The funds will issue unaudited semiannual reports showing current investments
in each fund and other information; and annual financial statements audited by
their independent auditors.

Under the 1940 Act a fundamental policy of a fund may not be changed without
the affirmative vote of a majority of the fund's outstanding shares.

As used in this Prospectus, the term majority of the fund's outstanding shares
means the vote of: (1) 67% or more of each fund's shares present at a meeting,
if the holders of more than 50% of the outstanding shares of each fund are
present or represented by proxy, or (2) more than 50% of each fund's outstand-
ing shares, whichever is less.

These Prospectuses do not contain all the information included in their Regis-
tration Statements filed with the Commission. The Registration Statements, in-
cluding the exhibits filed with them, may be examined at the office of the Com-
mission in Washington, D.C. Statements contained in the Prospectuses about the
contents of any contract or other document referred to in them are not neces-
sarily complete. In each instance, reference is made to the copy of that con-
tract or other document filed as an exhibit to the Registration Statement of
which the particular Prospectus forms a part, and

F-52
<PAGE>

Appendix
each statement is qualified in all respects by that reference.

The use of funds by both variable annuity and variable life insurance separate
accounts is known as mixed funding. Due to differences in redemption rates, tax
treatment, or other considerations, the interests of contract owners under the
variable life accounts may conflict with those of contract owners under the
variable annuity account, in those cases where mixed funding occurs. For exam-
ple, violation of the federal tax laws by one variable account investing in the
funds could cause the contracts and Policies funded through another variable
account to lose their tax-deferred status, unless remedial action were taken.
The Board of Directors of each fund will monitor for any material conflicts and
determine what action, if any, should be taken.

Should any conflict arise which requires that a substantial amount of assets be
withdrawn from any of the funds, orderly portfolio management could be
disrupted, to the detriment of those contract owners still investing in that
fund. Also, if that fund believes that any portfolio has become so large as to
materially impair investment performance, then the fund will examine other
investment options.

Lincoln Life performs the dividend and transfer functions for the funds.

F-53
<PAGE>

Capital Appreciation
LINCOLN NATIONAL
CAPITAL APPRECIATION FUND, INC.

STATEMENT OF ADDITIONAL INFORMATION (SAI)

This SAI should be read in conjunction with the Prospectus of Lincoln National
Capital

Appreciation Fund, Inc. (fund) dated May 1, 1997. You may obtain a copy of the
fund's

Prospectus on request and without charge. Please write Lincoln National

Life Insurance Co., P.O. Box 2340, Fort Wayne, Indiana 46801 or call 1-800-
4LINCOLN (454-6265).

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
- -----------------------------------------------------------------------
<S> <C>
INVESTMENT OBJECTIVE AND POLICIES CA-2
- -----------------------------------------------------------------------
INVESTMENT RESTRICTIONS CA-3
- -----------------------------------------------------------------------
PORTFOLIO TRANSACTIONS AND BROKERAGE CA-4
- -----------------------------------------------------------------------
DETERMINATION OF NET ASSET VALUE CA-5
- -----------------------------------------------------------------------
INVESTMENT TECHNIQUES CA-5
- -----------------------------------------------------------------------
APPENDIX

Investment advisor and sub-advisor A-1
- -----------------------------------------------------------------------
Directors and officers A-3
- -----------------------------------------------------------------------
Investment policies and techniques (continued): options, futures,
securities valuation, securities lending, repurchase and reverse
repurchase agreements A-4
</TABLE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Page
- -----------------------------------------
<S> <C>
Custodian A- 9
- -----------------------------------------
Independent auditors A- 9
- -----------------------------------------
Financial statements A- 9
- -----------------------------------------
Bond and commercial paper ratings A- 9
- -----------------------------------------
U.S. Government obligations A-11
- -----------------------------------------
Taxes A-11
- -----------------------------------------
State requirements A-12
- -----------------------------------------
Derivative transactions-definitions A-12
</TABLE>
- --------------------------------------------------------------------------------

THIS SAI IS NOT A PROSPECTUS.

The date of this SAI is May 1, 1997

CA-1
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Capital
Appreciation

INVESTMENT OBJECTIVE AND POLICIES

The investment objective of the fund is long-term growth of capital in a man-
ner consistent with the preservation of capital. The fund's investment objec-
tive and policies are fundamental and cannot be changed without the affirma-
tive vote of a majority of the outstanding voting securities of the fund. See
General information in the Prospectus. There can be no assurance that the ob-
jective of the fund will be achieved.

This fund invests in common stocks of established companies with the objective
of maximizing longer-term total return. The primary risk is that associated
with common stock investing and the shares will fluctuate in value with the
common stock market. Because the policy of this fund is to emphasize invest-
ment in a broad range of companies, it is expected that at times the volatil-
ity level may depart somewhat from broad stock market indices such as the
Standard & Poor's 500 Index (S&P 500). References to advisor in this SAI in-
clude both Lincoln Investment Management, Inc. (Lincoln Investment) and Janus
Capital Corporation.

In addition the fund may write (sell) and purchase options; invest in futures
contracts and options thereon; and engage in other derivative transactions
such as (but not limited to) swaps, forward arrangements, and currency op-
tions; and employ other techniques to enhance the portfolio, such as lending
its portfolio securities and engaging in repurchase and reverse repurchase
agreements. These transactions and techniques are subject to limits set out
elsewhere in the Prospectus and in this SAI.

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
The fund may make short-term investments in repurchase and reverse repurchase
agreements. A repurchase agreement typically involves the purchase by the fund
of securities (U.S. Government or other money market securities) from a finan-
cial institution such as a bank, broker or savings and loan association, cou-
pled with an agreement by the seller to repurchase the same securities from
the fund at the specified price and at a fixed time in the future, usually not
more than seven days from the date of purchase. The difference between the
purchase price to the fund and the resale price to the seller represents the
interest earned by the fund which is unrelated to the coupon rate or maturity
of the purchased security. If the seller defaults, the fund may incur a loss
if the value of the collateral securing the repurchase agreement declines, or
the fund may incur disposition costs in connection with liquidating the col-
lateral. If bankruptcy proceedings are commenced with respect to the seller,
realization upon the collateral by the fund may be delayed or limited and a
loss may be incurred if the collateral securing the repurchase agreement
declines in value during the bankruptcy proceedings. However, repurchase
agreements will be made only with brokers, dealers and institutions deemed by
the Board of Directors, or its delegate, to be creditworthy; they will be fully
collateralized; and the collateral for each transaction will be in the actual
or constructive possession of the fund during the term of the transaction, as
provided in the agreement. Repurchase agreements with a dura-tion of more than
seven days are considered illiquid securities and are sub-ject to the limit
stated below.

When the fund invests in a reverse repurchase agreement it sells a security to
another party, such as a bank or broker-dealer, in return for cash, and agrees
to buy the security back at a future date and price. Reverse repurchase agree-
ments may be used to provide cash to satisfy unusually heavy redemption re-
quests of for other temporary or emergency purposes without the necessity of
selling portfolio securities or to earn additional income on portfolio securi-
ties, such as treasury bills and notes. Reverse repurchase agreements may ex-
pose the fund to greater fluctuation in the value of its assets.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS
Subject to certain limits described in the SAI, the fund may purchase and
write options on securities (including index options) and options on foreign
currencies, and may invest in futures contracts for the purchase or sale of
instruments based on financial indices, including interest rates or an index
of U.S. Government or foreign government securities or equity or fixed income
securities, futures contracts on foreign currencies and fixed income securi-
ties (futures contract), options on futures contracts, forward contracts, in-
terest rate swaps and swap-related products.

These instruments will be used primarily to hedge the fund's securities posi-
tions, i.e., to attempt to reduce the overall level of investment risk that
normally would be expected to be associated with the fund's securities and to
attempt to protect the fund against market movements that might adversely af-
fect the value of its securities or the price of securities that it is consid-
ering purchasing. The use of these instruments by the fund involves certain
risks.

The use of futures, options, forward contracts and swaps exposes the fund to
additional investment risks and transaction costs. If the sub-advisor seeks to
protect the fund against potential adverse movements in the securities, for-
eign currency or interest rate markets using these instruments, and such mar-
kets do not move in a direction adverse to the fund, that fund could be left
in a less favorable position than if such strategies had not been used. Risks
inherent in the use of futures, options, forward contracts and swaps include
(1) the risk that interest rates, securities prices and cur-

CA-2
<PAGE>

Capital
Appreciation
rency markets will not move in the directions anticipated; (2) imperfect cor-
relation between the price of futures, options and forward contracts and move-
ments in the prices of securities or currencies being hedged; (3) the fact
that skills needed to use these strategies are different from those needed to
select portfolio securities; (4) the possible absence of a liquid secondary
market for any particular instrument at any time; and (5) the possible need to
defer closing out certain hedged positions to avoid adverse tax consequences.

INVESTMENT RESTRICTIONS

As indicated in the Prospectus, the fund is subject to certain fundamental
policies and restrictions that may not be changed without the approval of the
shareholders of a majority of the outstanding voting shares of the fund. This
term is defined under General information, in the Appendix.

As fundamental policies, the fund may not:

2. Invest more than 25% of the value of its assets in any particular industry.

3. Invest directly in real estate or interests in real estate; however, the
fund may own debt or equity securities issued by companies engaged in those
businesses.

4. Purchase or sell physical commodities other than foreign currencies unless
acquired as a result of ownership of securities (but this limitation shall
not prevent the fund from purchasing or selling options, futures, swaps and
forward contracts or from investing in securities or other instruments
backed by physical commodities).

5. Lend any security or make any other loan if, as a result, more than 25% of
the fund's total assets would be lent to other parties (but this limitation
does not apply to purchases of commercial paper, debt securities or repur-
chase agreements).

6. Act as an underwriter of securities issued by others, except to the extent
that the fund may be deemed an underwriter in connection with the disposi-
tion of its portfolio securities.

7. Invest in the securities of other investment companies, except as they may
be acquired as part of a merger, consolidation or acquisition of assets.

8. Invest more than 5% of its net assets in securities restricted as to re-
sale.

The Directors have adopted additional investment restrictions for the fund.
These restrictions are non-fundamental operating policies of the fund and, as
such, may be changed by the Directors without shareholder approval. The addi-
tional investment restrictions adopted by the Directors to date include the
following:

a. The fund's investments in warrants, valued at the lower of cost or market,
may not exceed 5% of the value of its net assets. Included within that
amount, but not to exceed 2% of the value of the fund's net assets, may be
warrants that are not listed on the New York or American Stock Exchange.
Warrants acquired by the fund in units or attached to securities shall be
deemed to be without value.

b. The fund will not (1) enter into any futures contracts and related options
for purposes other than bona fide hedging transactions within the meaning
of Commodity Futures Trading Commission (CFTC) Regulations if the aggregate
initial margin and premiums required to establish positions in futures con-
tracts and related options that do not fall within the definition of bona
fide hedging transactions will exceed 5% of the fair market value of the
fund's net assets, after taking into account unrealized profits and
unrealized losses on any such contracts it has entered into; or (2) enter
into any futures contracts if the aggregate amount of the fund's commit-
ments under its outstanding futures contracts positions would exceed the
market value of its total assets.

c. The fund does not currently intend to sell securities short, unless it
owns or has the right to obtain securities equivalent in kind and amount
to the securities sold short without the payment of any additional consid-
eration therefor, and provided that transactions in options, futures,
swaps and forward contracts are not deemed to constitute selling securi-
ties short.

d. The fund does not currently intend to purchase securities on margin, ex-
cept that the fund may obtain such short-term credits as are necessary for
the clearance of transactions, and provided that margin payments and other
deposits in connection with transactions in options, futures, swaps and
forward contracts shall not be deemed to constitute purchasing securities
on margin.

CA-3
<PAGE>

Capital
Appreciation

e. The fund may not mortgage or pledge any securities owned or held by it in
amounts that exceed, in the aggregate, 15% of its net asset value, provided
that this limitation does not apply to reverse repurchase agreements, as-
sets deposited to margin, guarantee positions in futures, options, swaps or
forward contracts or the segregation of assets in connection with such con-
tracts.

f. The fund does not intend to purchase securities of any issuer (other than
U.S. Government agencies and instrumentalities or instruments guaranteed by
an entity with a record of more than three years' continuous operation, in-
cluding that of predecessors) with a record of less than three years' con-
tinuous operation (including that of predecessors) if such purchase would
cause the cost of the fund's investments in all such issuers to exceed 5%
of the fund's total assets taken at market value at the time of such pur-
chase.

g. The fund does not currently intend to invest directly in oil, gas or other
mineral development or exploration programs or leases; however, the fund
may own debt or equity securities of companies engaged in those businesses.

h. The fund may borrow money for temporary or emergency purposes (not for
leveraging or investment) in an amount not exceeding 25% of the value of
its total assets (including the amount borrowed) less liabilities (other
than borrowings). If borrowings exceed 25% of the value of the fund's total
assets by reason of a decline in net assets, it will reduce its borrowings
within three business days to the extent necessary to comply with the 25%
limitation. This policy shall not prohibit reverse repurchase agreements,
deposits of assets to margin or guarantee positions in futures, options,
swaps or forward contracts or the segregation of assets in connection with
such contracts.

i. The fund does not currently intend to purchase any security or enter into a
repurchase agreement, if as a result, more than 15% of its net assets would
be invested in repurchase agreements not entitling the holder to payment of
principal and interest within seven days, and in securities that are illiq-
uid by virtue of legal or contractual restrictions on resale or the absence
of a readily available market. The Directors, or (if such authority is ex-
pressly delegated to them, the advisor & sub-advisor) the fund's investment
advisor acting pursuant to authority delegated by the Directors, may deter-
mine that a readily available market exists for securities eligible for re-
sale pursuant to Rule 144A under the Securities Act of 1933, or any succes-
sor to such rule, and therefore that such securities are not subject to the
foregoing limitation.

j. The fund may not invest in companies for the purpose of exercising control
or management.

PORTFOLIO TRANSACTIONS AND BROKERAGE

The advisor is responsible for decisions to buy and sell securities for the
fund, the selection of brokers and dealers to effect the transactions and the
negotiation of brokerage commissions, if any. Purchases and sales of securities
on a stock exchange are effected through brokers who charge a commission for
their services. In the over-the-counter market, securities are generally traded
on a net basis with dealers acting as principal for their own accounts without
a stated commission, although the price of the security usually includes a
profit to the dealer. In underwritten offerings, securities are purchased at a
fixed price which includes an amount of compensation to the underwriter, gener-
ally referred to as the underwriter's concession or discount. On occasion, cer-
tain money market instruments may be purchased directly from an issuer, in
which case no commissions or discounts are paid.

The advisor currently provides investment advice to a number of other clients.
See Investment advisor and sub-advisor in the Appendix. It will be the practice
of the advisor to allocate purchase and sale transactions among the fund and
others whose assets it manages in such manner as it deems equitable. In making
such allocations, major factors to be considered are investment objectives, the
relative size of portfolio holdings of the same or comparable securities, the
availability of cash for investment, the size of investment commitments gener-
ally held and the opinions of the persons responsible for managing the portfo-
lios of the fund and other client accounts. Securities of the same issuer may
be purchased, held, or sold at the same time by the fund or other accounts or
companies for which the advisor provides investment advice (including affili-
ates of the advisor). On occasions when the advisor deems the purchase or sale
of a security to be in the best interest of the fund, as well as the other cli-
ents of the advisor, the advisor, to the extent permitted by applicable laws
and regulations, may aggregate such securities to be sold or purchased for the
fund with those to be sold or purchased for other clients in order to obtain
best execution and lower brokerage commissions, if any. In such event, alloca-
tion of the securities so purchased or sold, as well as the expenses incurred
in the transaction, will be made by the advisor in the manner it considers to
be equitable and consistent with its fiduciary obligations to all such clients,
including the fund. In some instances, the procedures may impact the price and
size of the position obtainable for the fund. Fund securities are not purchased
from or sold to the advisor or any affiliated person [as defined in the 1940
Act] of the advisor.

In connection with effecting portfolio transactions, primary consideration will
be given to securing most favorable price and efficient execution. Within the
framework of this policy, the reasonableness of commission

CA-4
<PAGE>

Capital
Appreciation

or other transaction costs is a major factor in the selection of brokers and
is considered together with other relevant factors, including financial re-
sponsibility, research and investment information and other services provided
by such brokers. It is expected that, as a result of such factors, transaction
costs charged by some brokers may be greater than the amounts other brokers
might charge. The advisor may determine in good faith that the amount of such
higher transaction costs is reasonable in relation to the value of the broker-
age and research services provided. The Board of Directors of the fund will
review regularly the reasonableness of commission and other transaction costs
incurred by the fund in the light of facts and circumstances deemed relevant
from time to time, and, in that connection, will receive reports from the ad-
visor and published data concerning transaction costs incurred by institu-
tional investors generally. The nature of the research services provided to
the advisor by brokerage firms varies, but generally includes current and his-
torical financial data concerning particular companies and their securities;
information and analysis concerning securities markets and economic and indus-
try matters; and technical and statistical studies and data dealing with vari-
ous investment opportunities, risks and trends, all of which the advisor re-
gards as a useful supplement to its own internal research capabilities. The
advisor may direct trades to brokers which have provided specific brokerage or
research services for the benefit of the advisor's clients; in addition the
advisor may allocate trades among brokers that generally provide superior bro-
kerage and research services. During 1996, the advisor directed transactions
totaling approximately $30.3 million to these brokers and paid commissions of
approximately $32,000 in connection with these transactions. Research services
furnished by brokers are used for the benefit of all of the advisor's clients
and not solely or necessarily for the benefit of the fund. The advisor be-
lieves that the value of research services received is not determinable and
does not significantly reduce its expenses. The fund does not reduce its fee
to the advisor by any amount that might be attributable to the value of such
services. The aggregate amount of brokerage commissions paid by the fund dur-
ing 1996 was $383,399, for 1995 it was $468,173, and for 1994 it was $92,883.

If the fund effects a closing purchase transaction with respect to an option
written by it, normally such transaction will be executed by the same broker-
dealer who executed the sale of the option. If a call written by the fund is
exercised, normally the sale of the underlying securities will be executed by
the same broker-dealer who executed the sale of the call.

The writing of options by the fund will be subject to limitations established
by each of the exchanges governing the maximum number of options in each class
which may be written by a single investor or group of investors acting in con-
cert, regardless of whether the options are written on the same or different
exchanges or are held or written in one or more accounts or through one or
more brokers. Thus, the number of options which the fund may write may be af-
fected by options written by other investment advisory clients of its advisor.
An exchange may order the liquidations of positions found to be in excess of
these limits, and it may impose certain other sanctions. As of the date of
this Prospectus, these limits (which are subject to change) are 2,000 options
(200,000 shares) in each class of puts or calls.

Under the sub-advisory agreement between the advisor and the sub-advisor, the
sub-advisor may perform some, or substantially all, of the investment advisory
services required by the fund, even though the advisor remains primarily re-
sponsible for investment decisions affecting the fund. The sub-advisor will
follow the same procedures and policies which are followed by the advisor as
described previously. The sub-advisor currently provides investment advice to
a number of other clients.

DETERMINATION OF NET ASSET VALUE

A description of the days on which the fund's net asset value per share will
be determined is given in the Prospectus. The New York Stock Exchange's most
recent announcement (which is subject to change) states that in 1997 it will
be closed on New Year's Day, President's Day, Good Friday, Memorial Day, Inde-
pendence Day, Labor Day, Thanksgiving Day, and Christmas Day. It may also be
closed on other days. Although the Directors expect the same holiday schedule
to be observed in the future, the NYSE may modify its holiday schedule at any
time. To the extent that the fund's securities are traded in other markets on
days when the NYSE is closed, the fund's NAV may be affected on days when in-
vestors do not have access to the fund to purchase or redeem shares.

INVESTMENT TECHNIQUES

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS
In a repurchase agreement, the fund purchases a security and simultaneously
commits to resell that security to the seller at an agreed upon price on an
agreed upon date within a number of days (usually not more than seven) from
the date of purchase. The resale price reflects the purchase price plus an
agreed upon incremental amount that is unrelated to the coupon rate or matu-
rity of the purchased security. A repurchase agreement involves the obligation
of the seller to pay the agreed upon price, which obligation is in effect se-
cured by the value (at least equal to the amount of the agreed upon resale
price and marked-to-market daily)

CA-5
<PAGE>

Capital
Appreciation
of the underlying security. The fund may engage in a repurchase agreement with
respect to any security in which it is authorized to invest. While it does not
presently appear possible to eliminate all risks from these

transactions (particularly the possibility of a decline in the market value of
the underlying securities, as well as delays and costs to the fund in the event
of bankruptcy of the seller), it is the policy of the fund to limit repurchase
agreements to those parties whose creditworthiness has been reviewed and found
satisfactory by the Board of Directors or its delegates. In addition, the fund
currently intends to invest only in repurchase agreements collateralized by
U.S. Government securities.

Reverse repurchase agreements may be used to provide cash to satisfy unusually
heavy redemption requests or for other temporary or emergency purposes without
the necessity of selling portfolio securities, or to earn additional income on
portfolio securities, such as Treasury bills and notes. In a reverse repurchase
agreement, the fund sells a portfolio security to another party, such as a bank
or broker-dealer, in return for cash and agrees to repurchase the instrument at
a particular price and time. While a reverse repurchase agreement is outstand-
ing, the fund will maintain cash and appropriate liquid assets in a segregated
custodial account to cover its obligation under the agreement. The fund will
enter into reverse repurchase agreements only with parties that the Board of
Directors, or its delegate, deems creditworthy.

MORTGAGE- AND ASSET-BACKED SECURITIES
The fund may invest in mortgage- and asset-backed securities. Government Na-
tional Mortgage Association (GNMA) Certificates are mortgage-backed securities
that evidence an undivided interest in a pool of mortgage loans. GNMA Certifi-
cates differ from bonds in that principal is paid back monthly by the borrowers
over the term of the loan rather than returned in a lump sum at maturity. GNMA
Certificates that the fund may purchase are the modified pass-through type.
Modified pass-through GNMA Certificates entitle the holder to receive a share
of all interest and principal payments paid and owned on the mortgage pool, net
of fees paid to the issuer and GNMA, regardless of whether or not the mortgagor
actually makes the payment. GNMA Certificates are backed as to the timely pay-
ment of principal and interest by the full faith and credit of the U.S. Govern-
ment.

The Federal Home Loan Mortgage Corp. (FHLMC) issues two types of mortgage pass-
through securities: mortgage participation certificates (PCs) and guaranteed
mortgage certificates (GMCs). PCs resemble GNMA Certificates in that each PC
represents a pro rata share of all interest and principal payments made and
owned on the underlying pool. FHLMC guarantees timely payments of interest on
PCs and the full return of principal. GMCs also represent a pro rata interest
in a pool of mortgages. However, these instruments pay interest semiannually
and return principal once a year in guaranteed minimum payments. This type of
security is guaranteed by FHLMC as to timely payment of principal and interest
but it is not guaranteed by the full faith and credit of the U.S. Government.

The Federal National Mortgage Association (FNMA) issues guaranteed mortgage
pass-through certificates (FNMA Certificates). FNMA Certificates resemble GNMA
Certificates in that each FNMA Certificate represents a pro rata share of all
interest and principal payments made and owned on the underlying pool. The
principal and the timely payment of interest on FNMA Certificates are guaran-
teed only by FNMA itself, not by the full faith and credit of the U.S. Govern-
ment.

Each of the mortgage-backed securities described above is characterized by
monthly payments to the holder, reflecting the monthly payments made by the
borrowers who received the underlying mortgage loans. The payments to the secu-
rity holders (such as the fund), like the payments on the underlying loans,
represent both principal and interest. Although the underlying mortgage loans
are for specified periods of time, such as 20 or 30 years, the borrowers can,
and typically do, pay them off sooner. Thus, the security holders frequently
receive prepayments of principal in addition to the principal that is part of
the regular monthly payments. A borrower is more likely to prepay a mortgage
that bears a relatively high rate of interest. This means that in times of de-
clining interest rates, some of the fund's higher yielding mortgage-backed se-
curities might be converted to cash and the fund will be forced to accept lower
interest rates when that cash is used to purchase additional securities in the
mortgage-backed securities sector or in the other investment sectors. On the
other hand, mortgage-backed securities are also subject to maturity extension
risk. This is the risk that in a period of rising interest rates, prepayments
may occur at a slower than expected rate, which may cause these securities to
fluctuate more widely in response to changes in interest rates.

Asset-backed securities consist of undivided fractional interests in pools of
consumer loans (unrelated to mortgage loans) held in a trust. Payments of prin-
cipal and interest are passed through to certificate holders and are typically
supported by some form of credit enhancement, such as a letter of credit,
surety bond, limited guaranty or senior/subordination. The degree of credit en-
hancement varies, but generally amounts to only a fraction of the asset-backed
security's par value until exhausted. Asset-backed securities are ultimately
dependent upon payment of consumer loans by individuals, and the certificate
holder generally has no recourse to the entity that originated the loans. The
underlying loans are subject to prepayments which shorten the securities'
weighted average life and may lower their return. (As prepayments flow through
at par, total returns would be affected by the prepayments; if a secu -

CA-6
<PAGE>

Capital
Appreciation

rity were trading at a premium, its total return would be lowered by prepay-
ments, and if a security were trading at a discount, its total return would be
increased by prepayments.) Additionally, asset-backed securities are also sub-
ject to maturity extension risk. This is the risk that in a period of rising
interest rates, prepayments may occur at a slower than expected rate, which may
cause these securities to fluctuate more widely in response to changes in in-
terest rates. If the credit enhancement is exhausted, certificate holders may
experience losses or delays in payment if the required payments of principal
and interest are not made to the trust with respect to the underlying loans.
The value of these securities also may change because of changes in the mar-
ket's perception of the creditworthiness of the servicing agent for the loan
pool, the originator of the loans, or the financial institution providing the
credit enhancement.

FUTURES, OPTIONS AND OTHER DERIVATIVE INSTRUMENTS
FUTURES CONTRACTS. The fund may enter into contracts for the purchase or sale
for future delivery of fixed income securities, foreign currencies or contracts
based on financial indices including interest rates or an index of U.S. Govern-
ment securities, foreign government securities, equity securities or fixed in-
come securities. U.S. futures contracts are traded on exchanges which have been
designated contract markets by the CFTC and must be executed through a futures
commission merchant (an FCM), or brokerage firm, which is a member of the rele-
vant contract market. Through their clearing corporations, the exchanges guar-
antee performance of the contracts as between the clearing members of the ex-
change.

The buyer or seller of a futures contract is not required to deliver or pay for
the underlying instrument unless the contract is held until the delivery date.
However, both the buyer and seller are required to deposit initial margin for
the benefit of an FCM when the contract is entered into. Initial margin depos-
its are equal to a percentage of the contract's value, as set by the exchange
on which the contract is traded, and may be maintained in cash or certain liq-
uid assets. If the value of either party's position declines, that party will
be required to make additional variation margin payments with an FCM to settle
the change in value on a daily basis. The party that has a gain may be entitled
to receive all or a portion of this amount. Initial and variation margin pay-
ments are similar to good faith deposits or performance bonds, unlike margin
extended by a securities broker, and initial and variation margin payments do
not constitute purchasing securities on margin for purposes of the fund's in-
vestment limitations. In the event of the bankruptcy of an FCM that holds mar-
gin on behalf of the fund, may be entitled to return of margin owed to it only
in proportion to the amount received by FCM's other customers. The sub-advisor
will attempt to minimize the risk by careful monitoring of the creditworthiness
of the FCMs with which the fund does business and by depositing margin payments
in a segregated account with the custodian when practical or otherwise required
by law.

The fund intends to comply with guidelines of eligibility for exclusion from
the definition of the term commodity pool operator with the CFTC and the Na-
tional Futures Association, which regulate trading in the futures markets. The
fund will use futures contracts and related options solely for bona fide hedg-
ing purposes within the meaning of CFTC regulations; except that, in addition,
the fund may hold positions in futures contracts and related options that do
not fall within the definition of bona fide hedging transactions, provided that
the aggregate initial margin and premiums required to establish such positions
will not exceed 5% of the fair market value of the fund's net assets, after
taking into account unrealized profits and unrealized losses on any such con-
tracts it has entered into.

Although the fund would hold cash and liquid assets in a segregated account
with a value sufficient to cover its open futures obligations, the segregated
assets would be available to the fund immediately upon closing out the futures
position, while settlement of securities transactions could take several days.
However, because the fund's cash that may otherwise be invested would be held
uninvested or invested in liquid assets so long as the futures position remains
open, the fund's return could be diminished due to the opportunity losses of
foregoing other potential investments.

The acquisition or sale of a futures contract may occur, for example, when the
fund holds or is considering purchasing equity securities and seeks to protect
itself from fluctuations in prices without buying or selling those securities.
For example, if prices were expected to decrease, the fund might sell equity
index futures contracts, thereby hoping to offset a potential decline in
the value of equity securities in the portfolio by a corresponding increase in
the value of the futures contract position held by the fund and thereby pre-
venting the fund's net asset value from declining as much as it otherwise would
have. The fund also could protect against potential price declines by selling
portfolio securities and investing in money market instruments. However, since
the futures market is more liquid than the cash market, the use of futures con-
tracts as an investment technique allows the fund to maintain a defensive posi-
tion without having to sell portfolio securities.

Similarly, when prices of equity securities are expected to increase, futures
contracts may be bought to attempt to hedge against the possibility of having
to buy equity securities at higher prices. This technique is sometimes known as
an anticipatory hedge. Since the fluctuations in the value of futures contracts
should be similar to those of equity securities, the fund could take advantage
of the potential rise in the value of equity securi-

CA-7
<PAGE>

Capital
Appreciation

ties without buying them until the market has stabilized. At that time, the
futures contracts could be liquidated and the fund could buy equity securities
on the cash market. To the extent the fund enters into futures contracts for
this purpose, the assets in the segregated asset account maintained to cover
the fund's obligations with respect to the futures contracts will consist of
liquid assets from its portfolio in an amount equal to the difference between
the contract price and the aggregate value of the initial and variation margin
payments made by the fund with respect to the futures contracts.

The ordinary spreads between prices in the cash and futures markets, due to
differences in the nature of those markets, are subject to distortions. First,
all participants in the futures market are subject to initial margin and varia-
tion margin requirements. Rather than meeting additional variation margin re-
quirements, investors may close out futures contracts through offsetting trans-
actions which could distort the normal price relationship between the cash and
futures markets. Second, the liquidity of the futures market depends on partic-
ipants entering into offsetting transactions rather than making or taking de-
livery. To the extent participants decide to make or take delivery, liquidity
in the futures market could be reduced and prices in the futures market dis-
torted. Third, from the point of view of speculators, the margin deposit re-
quirements in the futures market are less onerous than margin requirements in
the securities market. Therefore, increased participation by speculators in the
futures market may cause temporary price distortions. Due to the possibility of
the foregoing distortions, a correct forecast of general price trends by the
sub-advisor still may not result in a successful use of futures.

Futures contracts entail risk. Although the fund believes that use of such con-
tracts will benefit the fund, the fund's overall performance could be worse
than if the fund had not entered into futures contracts if the sub-advisor's
investment judgement proves incorrect. For example, if the fund has hedged
against the effects of a possible decrease in prices of securities held in its
portfolio and prices increase instead, the fund will lose part or all of the
benefit of the increased value of these securities because of offsetting losses
in its futures positions. In addition, if the fund has insufficient cash, it
may have to sell securities from its portfolio to meet daily variation margin
requirements. Those sales may be, but not necessarily be, at increased prices
which reflect the rising market and may occur at a time when the sales are dis-
advantageous to the fund.

The prices of futures contracts depend primarily on the value of their under-
lying instruments. Because there are a limited number of types of futures con-
tracts, it is possible that the standardized futures contracts available to the
fund will not match exactly the fund's current or potential investments. The
fund may buy and sell futures contracts based on underlying instruments with
different characteristics from the securities in which it typically invests--
for example, by hedging investments in portfolio securities with a futures con-
tract based on a broad index of securities--which involves a risk that the
futures position will not correlate precisely with the performance of the
fund's investments.

Futures prices can also diverge from the prices of their underlying instru-
ments, even if the underlying instruments closely correlate with the fund's in-
vestments. Futures prices are affected by factors such as current and antici-
pated short-term interest rates, changes in volatility of the underlying in-
struments and the time remaining until expiration of the contract. Those fac-
tors may affect securities prices differently from futures prices. Imperfect
correlations between the fund's investments and its futures positions also may
result from differing levels of demand in the futures markets and the securi-
ties markets, from structural differences in how futures and securities are
traded, and from imposition of daily price fluctuation limits for futures con-
tracts. The fund may buy or sell futures contracts with a greater or lesser
value than the securities it wishes to hedge or is considering purchasing in
order to attempt to compensate for differences in historical volatility between
the futures contract and the securities, although this may not be successful in
all cases. If price changes in the fund's futures positions are poorly corre-
lated with its other investments, its futures position may fail to produce de-
sired gains or result in losses that are not offset by the gains in the fund's
other investments.

Because futures contracts are generally settled within a day from the date they
are closed out, compared with a settlement period of three days for some types
of securities, the futures markets can provide superior liquidity to the secu-
rities markets. Nevertheless, there is no assurance that a liquid secondary
market will exist for any particular futures contract at any particular time.
In addition, futures exchanges may establish daily price fluctuation limits for
futures contracts and may halt trading if a contract's price moves upward or
downward more than the limit in a given day. On volatile trading days when the
price fluctuation limit is reached, it may be impossible for the fund to enter
into new positions or close out existing positions. If the secondary market for
a futures contract is not liquid because of price fluctuation limits or other-
wise, the fund may not be able to promptly liquidate unfavorable futures posi-
tions and potentially could be required to continue to hold a futures position
until the delivery date, regardless of changes in its value. As a result, the
fund's access to other assets held to cover its futures positions also could be
impaired.

OPTIONS ON FUTURES CONTRACTS. The fund may buy and write put and call options
on futures contracts for hedging purposes. An option on a future gives the fund
the right (but not the obligation) to buy or sell a futures contract as a spec-
ified price on or before a specified date. The purchase of a call option on a
futures contract is similar in some respects to the purchase of a

CA-8
<PAGE>

Capital
Appreciation
call option on an individual security. Depending on the pricing of the option
compared to either the price of the futures contract upon which it is based or
the price of the underlying instrument, ownership of the option may or may not
be less risky than ownership of the futures contract or the underlying instru-
ment. As with the purchase of futures contracts, when the fund is not fully in-
vested it may buy a call option on a futures contract to hedge against a market
advance.

The writing of a call option on a futures contract constitutes a partial hedge
against declining prices of the security or foreign currency which is delivera-
ble under, or of the index comprising, the futures contract. If the futures
price at the expiration of the option is below the exercise price, the fund
will retain the full amount of the option premium which provides a partial
hedge against any decline that may have occurred in the fund's portfolio hold-
ings. The writing of a put option on a futures contract constitutes a partial
hedge against increasing prices of the security or foreign currency which is
deliverable under, or of the index comprising, the futures contract. If the
futures price at expiration of the option is higher than the exercise price,
the fund will retain the full amount of the option premium which provides a
partial hedge against any increase in the price of securities which the fund is
considering buying. If a call or put option the fund has written is exercised,
the fund will incur a loss which will be reduced by the amount of the premium
it received. Depending on the degree of correlation between change in the value
of its portfolio securities and changes in the value of the futures positions,
the fund's losses from existing options on futures may to some extent be
reduced or increased by changes in the value of portfolio securities.

The purchase of a put option on a futures contract is similar in some respects
to the purchase of protective put options on portfolio securities. For example,
the fund may buy a put option on a futures contract to hedge its portfolio
against the risk of falling prices.

The amount of risk the fund assumes when it buys an option on a futures con-
tract is the premium paid for the option plus related transaction costs. In ad-
dition to the correlation risks discussed previously, the purchase of an option
also entails the risk that changes in the value of the underlying futures con-
tract will not be fully reflected in the value of the options bought.

FORWARD CONTRACTS. The fund may enter into forward foreign currency exchange
contracts (forward currency contracts) with stated contract values of up to the
value of the fund's assets. A forward currency contract is an obligation to buy
or sell an amount of a specified currency for an agreed price (which may be in
U.S. dollars or a foreign currency). The fund will exchange foreign currencies
for U.S. dollars and for other foreign currencies in the normal course of busi-
ness and may buy and sell currencies through forward currency contracts in or-
der to fix a price for securities it has agreed to buy or sell (transaction
hedge). The fund also may hedge some or all of its investments denominated in
or exposed to foreign currency against a decline in the value of that currency
relative to the U.S. dollar by entering into forward currency contracts to sell
an amount of that currency (or a proxy currency whose performance is expected
to replicate the performance of that currency) approximating the value of some
or all of its portfolio securities denominated in or exposed to that currency
(position hedge) or by participating in options or futures contracts with re-
spect to the currency. The fund also may enter into a forward currency contract
with respect to a currency where the fund is considering the purchase of in-
vestments denominated in or exposed to that currency but has not yet done so
(anticipatory hedge).

In any of these circumstances the fund may, alternatively, enter into a forward
currency contract with respect to a different foreign currency when the fund
believes that the U.S. dollar value of that currency will correlate with the
U.S. dollar value of the currency in which portfolio securities of, or being
considered for purchase by, the fund is denominated (cross-hedge).

These types of hedging minimize the effect of currency appreciation as well as
depreciation, but do not protect against a decline in the security's value rel-
ative to other securities denominated in the foreign currency. Shifting the
fund's currency exposure from one foreign currency to another removes the
fund's opportunity to profit from increases in the value of the original cur-
rency and involves a risk of increased losses to the fund if the sub-advisor's
projection of future exchange rates is inaccurate.

The fund will cover outstanding forward positions by maintaining liquid portfo-
lio securities denominated in the currency underlying the forward contract or,
in the case of a cross-hedge, in the currency being hedged. To the extent that
the fund is not able to cover its forward currency positions with underlying
portfolio securities, the fund's custodian will segregate cash or liquid assets
having a value equal to the aggregate amount of the fund's commitments under
forward contracts entered into with respect to position hedges, cross-hedges
and anticipatory hedges. If the value of the securities used to cover a posi-
tion or the value of segregated assets declines, the fund will find alternative
cover or segregate additional cash or liquid assets on a daily basis so that
the value of the covered and segregated assets will be equal to the amount of
the fund's commitments with respect to such contracts. As an alternative to
segregating assets, the fund may buy call options permitting the fund to buy
the amount of foreign currency being hedged by a forward sale contract or the
fund may buy put options permitting it to sell the amount of foreign currency
subject to a forward buy contract.

CA-9
<PAGE>

Capital
Appreciation

While forward contracts are not currently regulated by the CFTC, the CFTC may
in the future assert authority to regulate forward contacts. In such event, the
fund's ability to utilize forward contracts may be restricted. Forward con-
tracts will reduce the potential gain from a positive change in the relation-
ship between the U.S. dollar and foreign currencies. Unforeseen changes in cur-
rency prices may result in poorer overall performance for the fund than if it
had not entered into such contracts. The use of foreign currency forward con-
tracts will not eliminate fluctuations in the underlying U.S. dollar equivalent
value of the proceeds of or rates of return on the fund's foreign currency de-
nominated portfolio securities.

The matching of the increase in value of a forward contract and the decline in
the U.S. dollar equivalent value of the foreign currency denominated asset that
is the subject of the hedge generally will not be precise. In addition, the
fund may not always be able to enter into forward contracts at attractive
prices and may be limited in its ability to use these contracts to hedge fund
assets.

Also, with regard to the fund's use of cross-hedges, there can be no assurance
that historical correlations between the movement of certain foreign currencies
relative to the U.S. dollar will continue. Poor correlation may exist between
movements in the exchange rates of the foreign currencies underlying the fund's
cross-hedges and the movements in the exchange rates of the foreign currencies
in which its assets that are the subject of such cross-hedges are denominated.

OPTIONS ON FOREIGN CURRENCIES. The fund may buy and write options on foreign
currencies for hedging purposes in a manner similar to that in which futures or
forward contracts on foreign currencies will be utilized. For example, a de-
cline in the U.S. dollar value of a foreign currency in which portfolio securi-
ties are denominated will reduce the U.S. dollar value of such securities, even
if their value in the foreign currency remains constant. In order to protect
against such decreases in the value of portfolio securities, the fund may buy
put options on the foreign currency. If the value of the currency declines, the
fund will have the right to sell such currency for a fixed amount in U.S. dol-
lars and will offset, in whole or in part, the adverse effect on its portfolio.

Conversely, when a rise in the U.S. dollar value of a currency in which securi-
ties to be acquired are denominated is projected, thereby increasing the cost
of such securities, the fund may buy call options thereon. The purchase of such
options could offset, at least partially, the effects of the adverse movements
in exchange rates. As in the case of other types of options, however, the bene-
fit to the fund from purchases of foreign currency options will be reduced by
the amount of the premium and related transaction costs. In addition, if cur-
rency exchange rates do not move in the direction or to the extent desired, the
fund could sustain losses on transactions in foreign currency options that
would require the fund to forego a portion or all of the benefits of advanta-
geous changes in those rates.

The fund may write options on foreign currencies for hedging purposes. For ex-
ample, to hedge against a potential decline in the U.S. dollar value of foreign
currency denominated securities due to adverse fluctuations in exchange rates,
the fund could, instead of purchasing a put option, write a call option on the
relevant currency. If the expected decline occurs, the option will most likely
not be exercised and the decrease in value of portfolio securities will be off-
set by the amount of the premium received.

Similarly, instead of purchasing a call option to hedge against a potential in-
crease in the U.S. dollar cost of securities to be acquired, the fund could
write a put option on the relevant currency which, if rates move in the manner
projected, will expire unexercised and allow the fund to hedge the increased
cost up to the amount of the premium. As in the case of other types of options,
however, the writing of a foreign currency option will constitute only a par-
tial hedge up to the amount of the premium. If exchange rates do not move in
the expected direction, the option may be exercised and the fund would be re-
quired to buy or sell the underlying currency at a loss which may not be offset
by the amount of the premium. Through the writing of options on foreign curren-
cies, the fund also may lose all or a portion of the benefits which might oth-
erwise have been obtained from favorable movements in exchange rates.

The fund may write covered call options on foreign currencies. A call option
written on a foreign currency by the fund is covered if the fund owns the un-
derlying foreign currency covered by the call or has an absolute and immediate
right to acquire that foreign currency without additional cash consideration
(or for additional cash consideration held in a segregated account by its

custodian) upon conversion or exchange of other foreign currency held in its
portfolio. A call option is also covered if the fund has a call on the same
foreign currency and in the same principal amount as the call written if the
exercise price of the call held (1) is equal to or less than the exercise price
of the call written or (2) is greater than the exercise price of the call writ-
ten, if the difference is maintained by the fund in cash or liquid assets in a
segregated account with the fund's custodian.

The fund also may write call options on foreign currencies for cross-hedging
purposes that would not be deemed to be covered. A call option on a foreign
currency is for cross-hedging purposes if it is not covered but is designed to
provide a hedge against a decline due to an adverse change in the exchange rate
in the U.S. dollar value of a security which the fund owns or has the right to
acquire and which is denominated in

CA-10
<PAGE>

Capital
Appreciation

the currency underlying the option. In such circumstances, the fund
collateralizes the option by maintaining, in a segregated account with the
fund's custodian, cash or liquid assets in an amount not less than the value of
the underlying foreign currency in U.S. dollars marked-to-market daily.

OPTIONS ON SECURITIES. In an effort to reduce fluctuations in net asset value
and preserve the fund's assets, the fund may write covered put and call options
and buy covered put and call options on securities that are traded on United
States and foreign securities exchanges and over-the-counter. The fund may
write and buy options on the same types of securities that the fund may pur-
chase directly.

A put option written by the fund is covered if the fund (1) maintains cash not
available for investment or liquid assets with a value equal to the exercise
price in a segregated account with its custodian or (2) holds a put on the same
security and in the same principal amount as the put written and the exercise
price of the put held is equal to or greater than the exercise price of the put
written. The premium paid by the buyer of an option will reflect, among other
things, the relationship of the exercise price to the market price and the vol-
atility of the underlying security, the remaining term of the option, supply
and demand and interest rates.

A call option written by the fund is covered if the fund owns the underlying
security covered by the call or has an absolute and immediate right to acquire
that security without additional cash consideration (or for additional cash
consideration held in a segregated account by its custodian) upon conversion or
exchange of other securities held in its portfolio. A call option is also
deemed to be covered if the fund holds a call on the same security and in the
same principal amount as the call written and the exercise price of the call
held (1) is equal to or less than the exercise price of the call written or (2)
is greater than the exercise price of the call written if the difference is
maintained by the fund in cash and liquid assets in a segregated account with
its custodian.

The fund also may write call options that are not covered for cross-hedging
purposes. The fund collateralizes its obligation under a written call option
for cross-hedging purposes by maintaining cash or liquid assets in a segregated
account with its custodian in an amount not less than the market value of the
underlying security, marked to market daily. The fund would write a call option
for cross-hedging purposes, instead of writing a covered call option, when the
premium to be received from the cross-hedge transaction would exceed that which
would be received from writing a covered call option and the sub-advisor be-
lieves that writing the option would achieve the desired hedge.

The writer of an option may have no control when the underlying securities must
be sold, in the case of a call option, or bought, in the case of a put option,
since with regard to certain options, the writer may be assigned an exercise
notice at any time before the termination of the obligation. Whether or not an
option expires unexercised, the writer retains the amount of the premium. This
amount, of course, may, in the case of a covered call option, be offset by a
decline in the market value of the underlying security during the option peri-
od. If a call option is exercised, the writer must fulfill the obligation to
buy the underlying security at the exercise price, which will usually exceed
the then market value of the underlying security.

The writer of an option that wishes to terminate its obligation may effect a
closing purchase transaction. This is accomplished by buying an option of the
same series as the option previously written. The effect of the purchase is
that the writer's position will be canceled by the clearing corporation. Howev-
er, a writer may not effect a closing purchase transaction after being notified
of the exercise of an option. Likewise, an investor who is the holder of an op-
tion may liquidate its position by effecting a closing sale transaction. This
is accomplished by selling an option of the same series as the option previ-
ously bought. There is no guarantee that either a closing purchase or a closing
sale transaction can be effected.

In the case of a written call option, effecting a closing transaction will per-
mit the fund to write another call option on the underlying security with ei-
ther a different exercise price or expiration date or both. In the case of a
written put option, such transaction will permit the fund to write another put
option to the extent that the exercise price thereof is secured by deposited
liquid assets. Effecting a closing transaction also will permit the fund to use
the cash or proceeds from the concurrent sale of any securities subject to the
option for other investments. If the fund desires to sell a particular security
from its portfolio on which it has written a call option, the fund will effect
a closing transaction before or concurrent with the sale of the security.

The fund will realize a profit from a closing transaction if the price of the
purchase transaction is less than the premium received from writing the option
or the price received from a sale transaction is more than the premium paid to
buy the option. The fund will realize a loss from a closing transaction if the
price of the purchase transaction is more than the premium received from writ-
ing the option or the price received from a sale transaction is less than the
premium paid to buy the option. Because increases in the market of a call op-
tion generally will reflect increases in the market price of the underlying se-
curity, any loss resulting from the repurchase of a call option is likely to be
offset in whole or in part by appreciation of the underlying security owned by
the fund.

An option position may be closed out only where a secondary market for an op-
tion of the same series exists.

CA-11
<PAGE>

Capital
Appreciation
If a secondary market does not exist, the fund may not be able to effect clos-
ing transactions in particular options and the fund would have to exercise the
options in order to realize any profit. If the fund is unable to effect a clos-
ing purchase transaction in a secondary market, it will not be able to sell the
underlying security until the option expires or the fund delivers the under-
lying security upon exercise. The absence of a liquid secondary market may be
due to the following: (1) insufficient trading interest in certain options, (2)
restrictions imposed by a national securities exchange on which the option is
traded (Exchange) on opening or closing transactions or both, (3) trading
halts, suspensions or other restrictions imposed with respect to particular
classes or series of options or underlying securities, (4) unusual or unfore-
seen circumstances that interrupt normal operations on an Exchange, (5) the fa-
cilities of an Exchange or of the Options Clearing Corp. (OCC) may not at all
times be adequate to handle current trading volume, or (6) one or more Ex-
changes could, for economic or other reasons, decide or be compelled at some
future date to discontinue the trading of options (or a particular class or se-
ries of options), in which event the secondary market on that Exchange (or in
that class or series of options), in which event the secondary market on that
Exchange (or in that class or series of options) would cease to exist, although
outstanding options on that Exchange that had been issued by the OCC as a re-
sult of trades on that Exchange would continue to be exercisable in accordance
with their terms.

The fund may write options in connection with buy-and-write transactions. In
other words the fund may buy a security and then write a call option against
that security. The exercise price of such call will depend upon the expected
price movement of the underlying security. The exercise price of a call option
may be below (in-the-money), equal to (at-the-money) or above (out-of-the-mon-
ey) the current value of the underlying security at the time the option is
written. Buy-and-write transactions using in-the-money call options may be used
when it is expected that the price of the underlying security will remain flat
or decline moderately during the option period. Buy-and-write transactions us-
ing at-the-money call options may be used when it is expected that the price of
the underlying security will remain fixed or advance moderately during the op-
tion period. Buy-and-write transactions using out-of-the-money call options may
be used when it is expected that the premiums received from writing the call
option plus the appreciation in the market price of the underlying security up
to the exercise price will be greater than the appreciation in the price of the
underlying security alone. If the call options are exercised in such transac-
tions, the fund's maximum gain will be the premium received by it for writing
the option, adjusted upwards or downwards by the difference between the fund's
purchase price of the security and the exercise price. If the options are not
exercised and the price of the underlying security declines, the amount of such
decline will be offset by the amount of premium received.

The writing of covered put options is similar in terms of risk and return char-
acteristics to buy-and-write transactions. If the market price of the under-
lying security rises or otherwise is above the exercise price, the put option
will expire worthless and the fund's gain will be limited to the premium re-
ceived. If the market price of the underlying security declines or otherwise is
below the exercise price, the fund may elect to close the position or take de-
livery of the security at the exercise price and the fund's return will be the
premium received from the put options minus the amount by which the market
price of the security is below the exercise price.

The fund may buy put options to hedge against a decline in the value of its
portfolio. By using put options in this way, the fund will reduce any profit it
might otherwise have realized in the underlying security by the amount of the
premium paid for the put option and by transaction costs.

The fund may buy call options to hedge against an increase in the price of se-
curities that it may buy in the future. The premium paid for the call option
plus any transaction costs will reduce the benefit, if any, realized by the
fund upon exercise of the option, and, unless the price of the underlying secu-
rity rises sufficiently, the option may expire worthless to the fund.

SWAPS AND SWAP-RELATED PRODUCTS. The fund may enter into interest rate swaps,
caps and floors on either an asset-based or liability-based basis, depending
upon whether it is hedging its assets or its liabilities, and will usually en-
ter into interest rate swaps on a net basis (i.e., the two payment streams are
netted out, with the fund receiving or paying, as the case may be, only the net
amount of the two payments). The net amount of the excess, if any, of the
fund's obligations over its entitlement with respect to each interest rate swap
will be calculated on a daily basis and an amount of cash or liquid assets hav-
ing an aggregate net asset value at least equal to the accrued excess will be
maintained in a segregated account by the fund's custodian. If the fund enters
into an interest rate swap on other than a net basis, it would maintain a seg-
regated account in the full amount accrued on a daily basis of its obligations
with respect to the swap. The fund will not enter into any interest rate swap,
cap or floor transaction unless the unsecured senior debt or the claims-paying
ability of the other party thereto is rated in one of the three highest credit
rating categories of at least one nationally recognized statistical rating or-
ganization at the time of entering into such transaction. The sub-advisor will
monitor the creditworthiness of all counterparties on an ongoing basis. If
there is a default by the other party to such a transaction, the fund will have
contractual remedies pursuant to the agreements related to the transaction.

CA-12
<PAGE>

Capital
Appreciation

The swap market has grown substantially in recent years with a large number of
banks and investment banking firms acting both as principals and as agents
utilizing standardized swap documentation. The sub-advisor has determined that,
as a result, the swap market has become relatively liquid. Caps and floors are
more recent innovations for which standardized documentation has not yet been
developed and, accordingly, they are less liquid than swaps. To the extent the
fund sells (i.e., writes) caps and floors, it will maintain cash or liquid as-
sets having an aggregate net asset value at least equal to the full amount, ac-
crued on a daily basis, of its obligations with respect to any caps or floors
in a segregated account.

There is no limit on the amount of interest rate swap transactions that may be
entered into by the fund. These transactions may in some instances involve the
delivery of securities or other underlying assets by the fund or its
counterparty to collateralize obligations under the swap. Under the documenta-
tion currently used in those markets, the risk of loss with respect to interest
rate swaps is limited to the net amount of the payments that the fund is con-
tractually obligated to make. If the other party to an interest rate swap that
is not collateralized defaults, the fund would risk the loss of the net amount
of the payments that it contractually is entitled to receive. The fund may buy
and sell (i.e., write) caps and floors without limitation, subject to the seg-
regated account requirement described previously.

ADDITIONAL RISKS OF OPTIONS ON FOREIGN CURRENCIES, FORWARD CONTRACTS AND FOR-
EIGN INSTRUMENTS. Unlike transactions entered into by the fund in futures con-
tracts, options on foreign currencies and forward contracts are not traded on
contract markets regulated by the CFTC or (with the exception of certain for-
eign currency options) by the Securities and Exchange Commission (SEC). To the
contrary, such instruments are traded through financial institutions acting as
market-makers, although foreign currency options are also traded on certain na-
tional securities exchanges, such as the Philadelphia Stock Exchange and the
Chicago Board Options Exchange, subject to SEC regulation. Similarly, options
on currencies may be traded over-the-counter. In an over-the-counter trading
environment, many of the protections afforded to exchange participants will not
be available. For example, there are no daily price fluctuation limits, and ad-
verse market movements could therefore continue to an unlimited extent over a
period of time. Although the buyer of an option cannot lose more than the
amount of the premium plus related transaction costs, this entire amount could
be lost. Moreover, an option writer and a buyer or seller of futures or forward
contracts could lose amounts substantially in excess of any premium received or
initial margin or collateral posted due to the potential additional margin and
collateral requirements associated with such positions.

Options on foreign currencies traded on national securities exchanges are
within the jurisdiction of the SEC, as are other securities traded on such ex-
changes. As a result, many of the protections provided to traders on organized
exchanges will be available with respect to such transactions. In particular,
all foreign currency option positions entered into on a national securities ex-
change are cleared and guaranteed by the OCC, thereby reducing the risk of
counterparty default. Further, a liquid secondary market in options traded on a
national securities exchange may be more readily available than in the over-
the-counter market, potentially permitting the fund to liquidate open positions
at a profit before exercise or expiration, or to limit losses in the event of
adverse market movements.

The purchase and sale of exchange-traded foreign currency options, however, is
subject to the risks of the availability of a liquid secondary market described
previously, as well as the risks regarding adverse market movements, margining
of options written, the nature of the foreign currency market, possible inter-
vention by governmental authorities and the effects of other political and eco-
nomic events. In addition, exchange-traded options on foreign currencies in-
volve certain risks not presented by the over-the-counter market. For example,
exercise and settlement of such options must be made exclusively through the
OCC, which has established banking relationships in applicable foreign coun-
tries for this purpose. As a result, the OCC may, if it determines that foreign
governmental restrictions or taxes would prevent the orderly settlement of for-
eign currency option exercises, or would result in undue burdens on the OCC or
its clearing member, impose special procedures on exercise and settlement, such
as technical changes in the mechanics of delivery of currency, the fixing of
dollar settlement prices or prohibitions on exercise.

In addition, options on U.S. Government securities, futures contracts, options
on futures contracts, forward contracts and options on foreign currencies may
be traded on foreign exchanges and over-the-counter in foreign countries. Such
transactions are subject to the risk of governmental actions affecting trading
in or the prices of foreign currencies or securities. The value of such posi-
tions also could be adversely affected by (1) other complex foreign political
and economic factors, (2) lesser availability than in the United States of data
on which to make trading decisions, (3) delays in the fund's ability to act
upon economic events occurring in foreign markets during non-business hours in
the United States, (4) the imposition of different exercise and settlement
terms and procedures and margin requirements than in the United States, and (5)
low trading volume.

CA-13
<PAGE>

LENDING OF PORTFOLIO SECURITIES
The fund may from time to time lend securities from its portfolio to brokers,
dealers and financial institutions and receive collateral from the borrower, in
the form of cash (which may be invested in short-term securities), U.S. Govern-
ment obligations or certificates of deposit. Such collateral will be maintained
at all times in an amount equal to at least 102% of the current market value of
the loaned securities, and will be in the actual or constructive possession of
the fund during the term of the loan. The fund will retain the incidents of
ownership of the loaned securities and will be entitled to the interest or div-
idends payable on the loaned securities. In addition, the fund will receive in-
terest on the amount of the loan. The loans will be terminable by the fund at
any time and will not be made to any affiliates of the fund or the advisor. The
fund may pay reasonable finder's fees to persons unaffiliated with it in con-
nection with the arrangement of the loans.

As with any extensions of credit, there are risks of delay in recovery and, in
some cases, even loss of rights in the collateral or the loaned securities
should the borrower of securities fail financially. However, loans of portfolio
securities will be made only to firms deemed by the advisor or sub-advisor to
be creditworthy. As a fundamental policy the fund will not lend securities if,
as a result, more than 25% of its total assets would be lent to other parties.

CA-14
<PAGE>

Appendix
APPENDIX

(Note: This is uniform information for the 11 Funds. See each Fund's SAI for
information specific to that Fund.)

THIS APPENDIX CONSTITUTES PART OF THE SAIS OF LINCOLN NATIONAL AGGRESSIVE
GROWTH FUND, INC. (AGGRESSIVE GROWTH FUND), LINCOLN NATIONAL BOND FUND, INC.
(BOND FUND), LINCOLN NATIONAL CAPITAL APPRECIATION FUND, INC. (CAPITAL APPRECI-
ATION FUND), LINCOLN NATIONAL EQUITY-INCOME FUND, INC. (EQUITY-INCOME FUND),
LINCOLN NATIONAL GLOBAL ASSET ALLOCATION FUND, INC. (GLOBAL ASSET ALLOCATION
FUND), LINCOLN NATIONAL GROWTH AND INCOME FUND, INC. (GROWTH AND INCOME FUND),
LINCOLN NATIONAL INTERNATIONAL FUND, INC. (INTERNATIONAL FUND), LINCOLN NA-
TIONAL MANAGED FUND, INC. (MANAGED FUND), LINCOLN NATIONAL MONEY MARKET FUND,
INC. (MONEY MARKET FUND), LINCOLN NATIONAL SOCIAL AWARENESS FUND, INC. (SOCIAL
AWARENESS FUND), AND LINCOLN NATIONAL SPECIAL OPPORTUNITIES FUND, INC. (SPECIAL
OPPORTUNITIES FUND). UNLESS OTHERWISE INDICATED, THE FOLLOWING INFORMATION AP-
PLIES TO EACH FUND.

INVESTMENT ADVISOR AND SUB-ADVISOR

Lincoln Investment Management, Inc. (Lincoln Investment) is the investment ad-
visor to the funds and is headquartered at 200 E. Berry Street, Fort Wayne, In-
diana 46802. Lincoln Investment (the advisor) is a subsidiary of Lincoln Na-
tional Corp. (LNC), a publicly-held insurance holding company organized under
Indiana law. Through its subsidiaries, LNC provides, on a national basis, in-
surance and financial services. Lincoln Investment is registered with the Secu-
rities and Exchange Commission (SEC) as an investment advisor and has acted as
an investment advisor to mutual funds for over 40 years. The advisor also acts
as investment advisor to Lincoln National Income Fund, Inc. (a closed-end in-
vestment company whose investment objective is to provide a high level of cur-
rent income from interest on fixed-income securities) and Lincoln National Con-
vertible Securities Fund, Inc. (a closed-end investment company whose invest-
ment objective is a high level of total return on its assets through a combina-
tion of capital appreciation and current income) and to other clients, and also
acts as sub-adviser to two of the series of Delaware Group Adviser Funds, Inc.
(the Corporate Income Fund and the Federal Bond Fund of that retail mutual fund
complex).

Under Advisory Agreements with the funds, the advisor provides portfolio man-
agement and investment advice to the funds and administers its other affairs,
subject to the supervision of the funds' Board of Directors. The advisor, at
its expense, will provide office space to the funds and all necessary office
facilities, equipment and personnel and will make its officers and employees
available to the funds as appropriate. In addition, the advisor will pay all
expenses incurred by it or by the funds in connection with the management of
each fund's assets or the administration of its affairs, other than those as-
sumed by the funds, as described in the Appendix to the Prospectus. Lincoln
Life has paid the organizational expenses of all the funds. The rates of com-
pensation to the advisor and the sub-advisors are set forth in the Appendix to
the Prospectus.

During the last three years, the advisor received the following amounts for in-
vestment advisory services:
<TABLE>
<CAPTION>
1996 1995 1994
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Aggressive Growth Fund $1,428,803 $ 725,544 $ 232,000
Bond Fund 1,188,030 1,061,701 999,397
Capital Appreciation Fund 1,549,656 726,011 211,773
Equity-Income Fund 3,303,336 1,457,623 348,255
Global Asset Allocation Fund 2,072,722 1,570,876 1,381,059
Growth and Income Fund 7,063,276 5,077,981 3,896,902
International Fund 3,319,701 2,770,197 2,262,664
Managed Fund 2,480,524 2,120,656 1,919,150
Money Market Fund 417,468 385,019 404,441
Social Awareness Fund 1,877,030 1,048,366 736,602
Special Opportunities Fund 2,274,229 1,809,514 1,351,374
</TABLE>

A-1
<PAGE>

Appendix

If total expenses of the funds (excluding taxes, interest, portfolio brokerage
commissions and fees, and expenses of an extraordinary and non-recurring na-
ture, but including the investment advisory fee) exceed 1 1/2% per annum of the
average daily net assets of each fund (2% for the International Fund), the ad-
visor will pay such excess by offsetting it against the advisory fee. If such
offset is insufficient to cover the excess, any balance remaining will be paid
directly by the advisor to each fund.

The current advisory agreements between the advisor and the funds will remain
in effect from year to year if approved annually by: (1) the Board of Directors
of each fund or by the vote of a majority of the outstanding voting securities
of each fund, and (2) a vote of a majority of the directors who are not inter-
ested persons of the funds or the advisor, cast in person at a meeting called
for the purpose of voting on such approval. The advisory agreement may be ter-
minated without penalty at any time, on 60 days' written notice by: (1) the
Board of Directors of each fund, (2) vote of a majority of the outstanding vot-
ing securities of each fund or (3) the advisor. The advisory agreement termi-
nates automatically in the event of assignment.

In like manner, the current sub-advisory agreement will remain in effect from
year to year if approved annually by the Board of Directors of the applicable
funds or by the vote of a majority of the outstanding voting securities of
those funds. The sub-advisory agreements may be terminated without penalty at
any time, on 60 days' written notice, by: (1) the Board of Directors of the ap-
plicable fund, (2) vote of the majority of the outstanding voting securities of
the applicable fund, (3) the sub-advisor, or (4) the advisor. The sub-advisory
agreements terminate automatically in the event of assignment.

A-2
<PAGE>

Appendix
DIRECTORS AND OFFICERS

The directors and executive officers of each fund, their business addresses,
positions with fund, age and their principal occupations during the past five
years are as follows:

- --------------------------------------------------------------------------------

<TABLE>
<C> <S>
* KELLY D. CLEVENGER Vice President, Lincoln National Life Insurance Co.
Chairman of the Board,
President and
Director, age 44
1300 S. Clinton Street
Fort Wayne, IN 46802

- -------------------------------------------------------------------------------

JOHN B. BORSCH, JR. Retired, formerly Associate Vice President--
Director, age 63 Investments, Northwestern University
1776 Sherwood Road
Des Plaines, IL 60016

- -------------------------------------------------------------------------------

NANCY L. FRISBY, CPA Regional Vice President/Chief Financial Officer
Director, age 55 (formerly Vice President--Finance; Regional
700 Broadway Controller of Finance), St. Joseph Medical Center,
Fort Wayne, IN 46802 Fort Wayne, Indiana

- -------------------------------------------------------------------------------

* BARBARA S. KOWALCZYK Senior Vice President and Director, Corporate
Director, age 45 Planning and Development, Lincoln National
1300 S. Clinton St. Corporation; Director, Lincoln Life and Annuity
Fort Wayne, IN 46802 Company of New York (formerly Executive Vice
President, Lincoln Investment Management, Inc.)

- -------------------------------------------------------------------------------

STANLEY R. NELSON Executive in Residence Program in Health Services
Director, age 70 Administration, University of Minnesota, Minneapolis,
420 Delaware St., S.E. Minnesota (formerly President, Henry Ford Health Care
Minneapolis, MN 55455 Corp., Detroit, Michigan)

- -------------------------------------------------------------------------------

* JANET C. WHITNEY Vice President and Treasurer, Lincoln National Corp.
Treasurer, age 48 (formerly Vice President and General Auditor)
200 East Berry Street
Fort Wayne, IN 46802

- -------------------------------------------------------------------------------

* CYNTHIA A. ROSE Assistant Secretary, Lincoln National Life Insurance
Secretary, age 42 Co.
200 East Berry Street
Fort Wayne, IN 46802
</TABLE>

- --------------------------------------------------------------------------------

* Interested persons of the funds, as defined in the 1940 Act. Directors' fees
of $250 per meeting are paid by each fund to each director who is not an inter-
ested person of the fund. During 1996, each fund paid $1,250 in director's fees
to each such director, plus out of pocket expenses to attend meetings. During
1996, the fund complex paid each of these directors aggregate fees of $13,750.

A-3
<PAGE>

Appendix

INVESTMENT POLICIES AND TECHNIQUES

OPTIONS AND FINANCIAL FUTURES TRADING
This discussion relates to the Bond, Growth and Income, Managed, Social Aware-
ness and Special Opportunities Funds. Neither the International Fund nor the
Money Market Fund has sought the authority to engage either in options or in
futures trading. (NOTE: The Aggressive Growth, Capital Appreciation, Equity-
Income and Global Asset Allocation Funds have their own respective discussions
of the strategic portfolio transactions in which they may engage.)

OPTIONS TRADING

The fund may purchase or write (sell) options on financial instruments as a
means of achieving additional return or hedging the value of the fund's port-
folio. The fund may not purchase or write put or covered call options in an
aggregate cost exceeding 30% of the value of its total assets. The fund would
invest in options in standard contracts which may be quoted on NASDAQ, or on
national securities exchanges. Currently options are traded on numerous secu-
rities and indices including, without limitation, the Standard and Poor's 100
Index (S&P 100), the Standard and Poor's 500 Index (S&P 500), and the NYSE
Beta Index.

A. In General. Put and call options are generally short-term contracts with
durations of nine months or less. The investment advisor will generally
write covered call options when it anticipates declines in the market
value of the portfolio securities and the premiums received may offset to
some extent the decline in the fund's net asset value. On the other hand,
writing put options may be a useful portfolio investment strategy when the
fund has cash or other reserves and it intends to purchase securities but
expects prices to increase.

Generally, the risk to the fund in writing options is that the investment ad-
visor's assumption about the price trend of the underlying security may prove
inaccurate. If the fund wrote a put, expecting the price of a security to in-
crease, and it decreases, or if the fund wrote a call, expecting the price to
decrease but it increased, the fund could suffer a loss if the premium re-
ceived in each case did not equal the difference between the exercise price
and the market price.

B. Call Options. The fund may write only call options which are covered,
meaning that the fund either owns the underlying security or has an abso-
lute and immediate right to acquire that security, without additional cash
consideration, upon conversion or exchange of other securities currently
held in its portfolio. In addition, the fund will not, before the expira-
tion of a call option, permit the call to become uncovered. If the fund
writes a call option, the purchaser of the option has the right to buy
(and the fund has the obligation to sell) the underlying security at the
exercise price throughout the term of the option. The amount paid to the
fund by the purchaser of the option is the premium. The fund's obligation
to deliver the underlying security against payment of the exercise price
would terminate either upon expiration of the option or earlier if the
fund were to effect a closing purchase transaction through the purchase of
an equivalent option on an exchange. The fund would not be able to effect
a closing purchase transaction after it had received notice of exercise.

In order to write a call option, the fund is required to deposit in escrow the
underlying security or other assets in accordance with the rules of The Op-
tions Clearing Corp. (OCC) and the various exchanges. The fund may not pur-
chase call options except in connection with a closing purchase transaction.
It is possible that the cost of effecting a closing purchase transaction may
be greater than the premium received by the fund for writing the option.

Generally, the investment advisor (the advisor) intends to write listed cov-
ered calls during periods when it anticipates declines in the market values of
portfolio securities and the premiums received (net of transaction costs) may
offset to some extent the decline in the fund's net asset value occasioned by
such declines in market value. The advisor will generally not write listed
covered call options when it anticipates that the market value of the fund's
portfolio securities will increase.

If the advisor decides that at a price higher than the current value a portfo-
lio security would be overvalued and should be sold, the fund may write a call
option on the security at that price. Should the security subsequently reach
that price and the option be exercised, the fund would, in effect, have in-
creased the selling price of that security, which it would have sold at that
price in any event, by the amount of the premium. In the event the market
price of the security declined and the option were not exercised, the premium
would offset all or some portion of that decline. It is possible, of course,
that the price of the security could increase beyond the exercise price; in
that event, the fund would forego the opportunity to sell the security at that
higher price.

In addition, call options may be used as part of a different strategy in con-
nection with sales of portfolio securities. If, in the judgment of the advi-
sor, the market price of a security is overvalued and it should be sold, the
fund may elect to write a call with an exercise price substantially below the
current market price. So long as the value of the underlying security remains
above the exercise price during the term of the option, the option will be ex-
ercised, and the fund will be required to sell the security at the exercise
price. If the sum of the premium and the exercise price exceeds the market
price

A-4
<PAGE>

Appendix
of the security at the time the call is written, the fund would, in effect,
have increased the selling price of the security. The fund would not write a
call under these circumstances if the sum of the premium and the exercise price
were less than the current market price of the security.

In summary, a principal reason for writing calls on a securities portfolio is
to attempt to realize, through the receipt of premium income, a greater return
than would be earned on the securities alone. A covered call writer, such as
the fund, which owns the underlying security has, in return for the premium,
given up the opportunity for profit from a price increase in the underlying se-
curity above the exercise price, but has retained the risk of loss should the
price of the security decline. Unlike one who owns securities not subject to a
call, the fund as a call writer may be required to hold such securities until
the expiration of the call option or until the fund engages in a closing pur-
chase transaction at a price that may be below the prevailing market.

C. Put Options. The fund may also write put options. If the fund writes a put
option, it is obligated to purchase a given security at a specified price
at any time during the term of the option. The rules regarding the writing
of put options are generally comparable to those described above with re-
spect to call options.

Writing put options may be a useful portfolio investment strategy when the fund
has cash or other reserves available for investment as a result of sales of
fund shares or because the advisor believes a more defensive and less fully in-
vested position is desirable in light of market conditions. If the fund wishes
to invest its cash or reserves in a particular security at a price lower than
current market value, it may write a put option on that security at an exercise
price which reflects the lower price it is willing to pay. The buyer of the put
option generally will not exercise the option unless the market price of the
underlying security declines to a price near or below the exercise price. If
the fund writes a put option, the price of the underlying security declines and
the option is exercised, the premium, net of transaction charges, will reduce
the purchase price paid by the fund for the security. Of course, the price of
the security may continue to decline after exercise of the put options, in
which event the fund would have foregone an opportunity to purchase the secu-
rity at a lower price, or the option might never be exercised.

If, before the exercise of a put, the advisor determines that it no longer
wishes to invest in the security on which the put has been written, the fund
may be able to effect a closing purchase transaction on an exchange by purchas-
ing a put of the same series as the one which it has previously written. The
cost of effecting a closing purchase transaction may be greater than the pre-
mium received on writing the put option, and there is no guarantee that a clos-
ing purchase transaction can be effected. The fund may purchase put options
only in connection with a closing transaction.

As with the writer of a call, a put writer generally hopes to realize premium
income. The risk position of the fund as a put writer is similar to that of a
covered call writer which owns the underlying securities. Like the covered call
writer (who must bear the risk of the position in the underlying security), the
fund as a put writer stands to incur a loss if and to the extent the price of
the underlying security falls below the exercise price plus premium.

At the time a put option is written, the fund will be required to establish,
and will maintain until the put is exercised or has expired, a segregated ac-
count with its custodian consisting of cash or short-term U.S. Government secu-
rities equal in value to the amount which the fund will be obligated to pay
upon exercise of the put. Principal factors affecting the market value of a put
or call option include supply and demand, interest rates, the current market
price and price volatility of the underlying security and the time remaining
until the expiration date. In addition, there is no assurance that the fund
will be able to effect a closing transaction at a favorable price. If the fund
cannot enter into such a transaction, it may be required to hold a security
that it might otherwise have sold, in which case it would continue to be at
market risk on the security. If a substantial number of covered options written
by the fund are exercised, the fund's rate of portfolio turnover could exceed
historic levels. This could result in higher transaction costs, including bro-
kerage commissions. The fund will pay brokerage commissions in connection with
the writing and purchasing of options to close out previously written options.
Such brokerage commissions are normally higher than those applicable to pur-
chases and sales of portfolio securities.

FUTURES CONTRACTS AND OPTIONS THEREON

A. In General. The fund may buy and sell financial futures contracts (futures
contracts) and related options thereon solely for hedging purposes. The fund
may sell a futures contract or purchase a put option on that futures con-
tract to protect the value of the fund's portfolio in the event the invest-
ment advisor anticipates declining security prices. Similarly, if security
prices are expected to rise, the fund may purchase a futures contract or a
call option thereon. (For certain limited purposes, as explained later, the
fund is also authorized to buy futures contracts on an unleveraged basis and
not as an anticipatory hedge.)

The fund will not invest in futures contracts and options thereon if immedi-
ately thereafter the amount committed to margins plus the amount paid or option
premiums exceeds 5% of the fund's total assets. In addition the fund will not
hedge more than 1/3 of its net assets.

A-5
<PAGE>

Appendix

B. Futures contracts. The fund may purchase and sell financial futures con-
tracts (futures contracts) as a hedge against fluctuations in the value of
securities which are held in the fund's portfolio or which the fund intends
to purchase. The fund will engage in such transactions consistent with the
fund's investment objective. Currently, futures contracts are available on
Treasury bills, notes, and bonds as well as interest-rate and stock market
indexes.

There are a number of reasons why entering into futures contracts for hedging
purposes can be beneficial to the fund. First, futures markets may be more liq-
uid than the corresponding cash markets on the underlying securities. Such en-
hanced liquidity results from the standardization of the futures contracts and
the large transaction volumes. Greater liquidity permits a portfolio manager to
effect a desired hedge both more quickly and in greater volume than would be
possible in the cash market. Second, a desired sale and subsequent purchase can
generally be accomplished in the futures market for a fraction of the transac-
tion costs that might be incurred in the cash market.

The purpose of selling a futures contract is to protect the fund's portfolio
from fluctuation in asset value resulting from security price changes. Selling
a futures contract has an effect similar to selling a portion of the fund's
portfolio securities. If security prices were to decline, the value of the
fund's futures contracts would increase, thereby keeping the net asset value of
the fund from declining as much as it otherwise might have. In this way, sell-
ing futures contracts acts as a hedge against the effects of declining prices.
However, an increase in the value of portfolio securities tends to be offset by
a decrease in the value of corresponding futures contracts.

Similarly, when security prices are expected to rise, futures contracts may be
purchased to hedge against anticipated subsequent purchases of portfolio secu-
rities at higher prices. By buying futures, the fund could effectively hedge
against an increase in the price of the securities it intends to purchase at a
later date in order to permit the purchase to be effected in an orderly manner.
At that time, the futures contracts could be liquidated at a profit if prices
had increased as expected, and the fund's cash position could be used to pur-
chase securities.

When a purchase or sale of a futures contract occurs, a deposit of high-quali-
ty, liquid securities called initial margin is made by both buyer and seller
with a custodian for the benefit of the broker. Unlike other types of margin, a
futures margin account does not involve any loan or borrowing but is merely a
good faith deposit that must be maintained in a minimum amount of cash or U.S.
Treasury bills. All futures positions, both long and short, are marked-to-mar-
ket daily, with cash payments called variation margin being made by buyers and
sellers to the custodian, and passed through to the sellers and buyers, to re-
flect daily changes in the contract values.

Most futures contracts are typically canceled or closed out before the sched-
uled settlement date. The closing is accomplished by purchasing (or selling) an
identical futures contract to offset a short (or long) position. Such an off-
setting transaction cancels the contractual obligations established by the
original futures transaction. Other financial futures contracts call for cash
settlements rather than delivery of securities.

If the price of an offsetting futures transaction varies from the price of the
original futures transaction, the hedger will realize a gain or loss corre-
sponding to the difference. That gain or loss will tend to offset the realized
loss or gain on the hedged securities position, but may not always or com-
pletely do so.

The fund will not enter into any futures contract if, immediately thereafter,
the aggregate initial margin for all existing futures contracts and options
thereon and for premiums paid for related options would exceed 5% of the fund's
total assets. The fund will not purchase or sell futures contracts or related
options if immediately thereafter more than 1/3 of its net assets would be
hedged.

C.Risks and limitations involved in futures hedging. There are a number of
risks associated with futures hedging. Changes in the price of a futures con-
tract generally parallel but do not necessarily equal changes in the prices
of the securities being hedged. The risk of imperfect correlation increases
as the composition of the fund's securities portfolio diverges from the secu-
rities that are the subject of the futures contract. Because the change in
the price of the futures contract may be more or less than the change in the
prices of the underlying securities, even a correct forecast of price changes
may not result in a successful hedging transaction. Another risk is that the
investment advisor could be incorrect in its expectation as to the direction
or extent of various market trends or the time period within which the trends
are to take place.

The fund intends to purchase and sell futures contracts only on exchanges where
there appears to be a market in such futures sufficiently active to accommodate
the volume of its trading activity. There can be no assurance that a liquid
market will always exist for any particular contract at any particular time.
Accordingly, there can be no assurance that it will always be possible to close
a futures position when such closing is desired and, in the event of adverse
price movements, the fund would continue to be required to make daily cash pay-
ments of variation margin. However, in the event futures contracts have been
sold to hedge portfolio securities, such securities will not be sold until the
offsetting futures contracts can be executed. Similarly, in the event futures
have been bought to hedge anticipated securities purchases, such purchases will
not be executed until the offsetting futures contracts can be sold.

A-6
<PAGE>

Appendix

Successful use of futures contracts by the fund is also subject to the ability
of the investment advisor to predict correctly movements in the direction of
interest rates and other factors affecting markets for securities. For example,
if the fund has hedged against the possibility of an increase in interest rates
that would adversely affect the price of securities in its portfolio and prices
of such securities increase instead, the fund will lose part or all of the ben-
efit of the increased value of its securities because it will have offsetting
losses in its futures positions. In addition, in such situations, if the fund
has insufficient cash to meet daily variation margin requirements, it may have
to sell securities to meet such requirements. Such sale of securities may be,
but will not necessarily be, at increased prices that reflect the rising mar-
ket. The fund may have to sell securities at a time when it is disadvantageous
to do so. Where futures are purchased to hedge against a possible increase in
the price of securities before the fund is able to invest its cash in an or-
derly fashion, it is possible that the market may decline instead; if the fund
then concludes not to invest in securities at that time because of concern as
to possible further market decline or for other reasons, the fund will realize
a loss on the futures contract that is not offset by a reduction in the price
of the securities purchased.

The selling of futures contracts by the fund and use of related transactions in
options on futures contracts (discussed later) are subject to position limits,
which are affected by the activities of the investment advisor.

The hours of trading of futures contracts may not conform to the hours during
which the fund may trade securities. To the extent that the futures markets
close before the securities markets, significant price and rate movements can
take place in the securities markets that cannot be reflected in the futures
markets.

Pursuant to Rule 4.5 under the Commodity Exchange Act, investment companies
registered under the 1940 Act are exempted from the definition of commodity
pool operator in the Commodity Exchange Act, subject to compliance with certain
conditions. The exemption is conditioned upon a requirement that all of the in-
vestment company's commodity futures transactions constitute bona fide hedging
transactions (except on an unleveraged basis, as described in (F.) With respect
to long positions assumed by the fund, the fund will segregate with its custo-
dian an amount of cash and other assets permitted by Commodity Futures Trading
Commission (CFTC) regulations equal to the market value of the futures con-
tracts and thereby insure that the use of futures contracts is unleveraged. The
fund will use futures in a manner consistent with these requirements.

D. Options on futures contracts. The fund only intends to engage in options on
futures contracts for bona fide hedging purposes in compliance with CFTC
regulations. An option on a futures contract gives the purchaser the right,
but not the obligation, to assume a position in a futures contract (which
position may be a long or short position) at a specified exercise price at
any time during the option exercise period. The writer of the option is re-
quired upon exercise to assume an offsetting futures position (which posi-
tion may be a long or short position). Upon exercise of the option, the as-
sumption of offsetting futures positions by the writer and holder of the op-
tion will be accompanied by delivery of the accumulated balance in the writ-
er's futures margin account that represents the amount by which the market
price of the futures contract, at exercise, exceeds, in the case of a call,
or is less than, in the case of a put, the exercise price of the option on
the futures contract.

The holder or writer of an option may terminate its position by selling or pur-
chasing an option of the same series. There is no guarantee that such closing
transactions can be effected.

The fund will be required to deposit initial and variation margin with respect
to put and call options on futures contracts written by it pursuant to the
fund's futures commissions merchants' requirements similar to those applicable
to the futures contracts themselves, described previously.

E. Risks of futures transactions. The fund's successful use of futures con-
tracts and options thereon depends upon the ability of its investment advi-
sor to predict movements in the securities markets and other factors affect-
ing markets for securities and upon the degree of correlation between the
prices of the futures contracts and the prices of the securities being
hedged. As a result, even a correct forecast of price changes may not result
in a successful hedging transaction. Although futures contracts and options
thereon may limit the fund's exposure to loss, they may also limit the
fund's potential for capital gains. For example, if the fund has hedged
against the possibility of decrease in prices which would adversely affect
the price of securities in its portfolio and prices of such securities in-
crease instead, the fund will lose part or all of the benefit of the in-
creased value of its securities because it will have offsetting losses in
its futures positions. Although the fund will enter into futures contracts
only where there appears to be a liquid market, there can be no assurance
that such liquidity will always exist.

F. The fund also is authorized, subject to the limitations set out in the Pro-
spectus, to purchase futures contracts on an unleveraged basis, when not in-
tended as an anticipatory hedge. When a contract is purchased on this basis
the investment company establishes a segregated account, composed of cash
and/or cash equivalents, equal to the total value of the contract (less mar-
gin on deposit). As with

A-7
<PAGE>

Appendix
other futures trading, these purchases must not be for speculative purposes.

The ability to engage in these purchases on an unleveraged basis can signifi-
cantly decrease transaction costs to the funds in certain instances. For exam-
ple, if an inordinately large deposit should occur on a single day, the sheer
volume of securities purchases required for that day may place the fund at a
market disadvantage by requiring it to purchase particular securities in such
volume that its own buying activity could cause prices to increase. In addi-
tion, if this deposit had involved market-timing' and as a result there subse-
quently were an oversized withdrawal, the fund could again suffer market disad-
vantage, this time because the volume of sales could, for the same reason,
force prices of particular securities to decrease. The fund, by buying a
futures contract (followed by the appropriate closing transaction) instead of
purchasing securities could achieve considerable savings in transaction costs
without departing from fund objectives. Furthermore, as stated in (C.), price
changes in a futures contract generally parallel price changes in the securi-
ties that the fund might otherwise have purchased. Thus, purchase of a futures
contract on an unleveraged basis allows the fund to comply with its objective
while at the same time achieving these lower transaction costs.

VALUATION OF PORTFOLIO SECURITIES

SHORT-TERM INVESTMENTS. For funds (other than the Money Market Fund) that own
short-term investments which mature in less than 60 days, these instruments are
valued at amortized cost. Such securities acquired with a remaining maturity of
61 days or more are valued at their fair value until the sixty-first day prior
to maturity; thereafter, their cost for valuation purposes is deemed to be
their fair value on such sixty-first day.

OPTIONS TRADING. For those funds engaging in options trading, fund investments
underlying call options will be valued as described previously. Options are
valued at the last sale price or, if there has been no sale that day, at the
mean of the last bid and asked price on the principal exchange where the option
is traded, as of the close of trading on the NYSE. The fund's net asset value
will be increased or decreased by the difference between the premiums received
on writing options and the cost of liquidating those positions measured by the
closing price of those options on the exchange where traded.

FUTURES CONTRACTS AND OPTIONS THEREON. For those funds buying and selling
futures contracts and related options thereon, the futures contracts and op-
tions are valued at their daily settlement price.

FOREIGN SECURITIES. For funds investing in foreign securities, the value of a
foreign portfolio security held by a fund is determined based upon its closing
price or upon the mean of the closing bid and asked prices on the foreign ex-
change or market on which it is traded and in the currency of that market, as
of the close of the appropriate exchange. As of the close of business on the
NYSE, that fund's portfolio securities which are quoted in foreign currencies
are converted into their U.S. dollar equivalents at the prevailing market
rates, as computed by the custodian of the fund's assets.

However, trading on foreign exchanges may take place on dates or at times of
day when the NYSE is not open; conversely, overseas trading may not take place
on dates or at times of day when the NYSE is open. Any of these circumstances
could affect the net asset value of fund shares on days when the investor has
no access to the fund. There are more detailed explanations of these circum-
stances in the SAI for the various funds. See the Preface to this Prospectus
booklet for information about how to obtain a copy of the SAI booklet.

LENDING OF PORTFOLIO SECURITIES

As described in the Prospectus, the funds may from time to time lend securities
from their portfolios to brokers, dealers and financial institutions and re-
ceive collateral from the borrower, in the form of cash (which may be invested
in short-term securities), U.S. Government obligations or certificates of de-
posit. Such collateral will be maintained at all times in an amount equal to at
least 102% of the current market value of the loaned securities, and will be in
the actual or constructive possession of the particular fund during the term of
the loan. The fund will maintain the incidents of ownership of the loaned secu-
rities and will continue to be entitled to the interest or dividends payable on
the loaned securities. In addition, the fund will receive interest on the
amount of the loan. The loans will be terminable by the fund at any time and
will not be made to any affiliates of the fund or the advisor. The fund may pay
reasonable finder's fees to persons unaffiliated with it in connection with the
arrangement of the loans.

A-8
<PAGE>

Appendix

REPURCHASE AND REVERSE REPURCHASE AGREEMENTS

The funds may make short-term investments in repurchase agreements. A repur-
chase agreement typically involves the purchase by the fund of securities (U.S.
Government or other money market securities) from a financial institution such
as a bank, broker-dealer or savings and loan association, coupled with an
agreement by the seller to repurchase the same securities from the fund at the
specified price and at a fixed time in the future, usually not more than seven
days from the date of purchase. The difference between the purchase price to
the fund and the resale price to the seller represents the interest earned by
the fund which is unrelated to the coupon rate or maturity of the purchased se-
curity. If the seller defaults, the fund may incur a loss if the value of the
collateral securing the repurchase agreement declines, or the fund may incur
disposition costs in connection with liquidating the collateral. If bankruptcy
proceedings are commenced with respect to the seller, realization upon the col-
lateral by the fund may be delayed or limited and a loss may be incurred if the
collateral securing the repurchase agreement declines in value during the bank-
ruptcy proceedings. The Board of Directors of the funds or its delegate will
evaluate the creditworthiness of all entities, including banks and broker-deal-
ers, with which they propose to enter into repurchase agreements. These trans-
actions will be fully collateralized; and the collateral for each transaction
will be in the actual or constructive possession of the particular fund during
the terms of the transaction, as provided in the agreement.

In a reverse repurchase agreement, the fund involved sells a portfolio security
to another party, such as a bank or broker-dealer, in return for cash and
agrees to repurchase the instrument at a particular price and time. While a re-
verse repurchase agreement is outstanding, the funds will maintain cash and ap-
propriate liquid assets in a segregated custodial account to cover its obliga-
tion under the agreement. The fund will enter into reverse repurchase agree-
ments only with parties that the advisor or sub-advisor deems creditworthy. Re-
verse repurchase agreements are considered to be borrowing transactions, and
thus are subject to the fund's limitation on borrowing. Not every fund is au-
thorized to enter into reverse repurchase agreements.

CUSTODIAN

All securities, cash and other similar assets of the Bond, Growth and Income,
Managed, Money Market, Social Awareness and Special Opportunities Funds are
currently held in custody by Bankers Trust Co., 14 Wall Street, 4th Floor, New
York, New York 10005. Bankers Trust agreed to act as custodian for each fund
pursuant to a Custodian Agreement dated June 17, 1985 (March 10, 1986 for the
Social Awareness Fund). It is anticipated that in the future the custodian for
each of these funds will be changed to The Chase Manhattan Bank, N.A., 4 Chase
MetroTech Center, Brooklyn, New York, 11245. This change is not expected to re-
sult in any material variation in the custodial services currently provided to
these funds.

All securities, cash and other similar assets of the Aggressive Growth, Capital
Appreciation, Equity-Income, Global Asset Allocation and International Funds
are held in custody by State Street Bank and Trust Co., 225 Franklin Street,
Boston, Massachusetts 02110. State Street agreed to act as custodian for these
funds pursuant to Custodian Contracts effective July 21, 1987 for the Global
Asset Allocation Fund, April 29, 1991 for the International Fund, and December
6, 1993 for the other three funds.

Under these Agreements, the respective custodians shall (1) receive and dis-
burse money; (2) receive and hold securities; (3) transfer, exchange, or de-
liver securities; (4) present for payment coupons and other income items, col-
lect interest and cash dividends received, hold stock dividends, etc.; (5)
cause escrow and deposit receipts to be executed; (6) register securities; and
(7) deliver to the funds proxies, proxy statements, etc.

INDEPENDENT AUDITORS

Each fund's Board of Directors has engaged Ernst & Young LLP, 2300 Fort Wayne
National Bank Building, Fort Wayne, Indiana 46802, to be the independent audi-
tors for the fund. In addition to the audit of the 1996 financial statements of
the funds, other services provided include review and consultation connected
with filings of annual reports and registration statements with the Securities
and Exchange Commission (SEC); consultation on financial accounting and report-
ing matters; and meetings with the Audit Committee.

FINANCIAL STATEMENTS

The financial statements for the funds are incorporated by reference to the
funds' 1996 Annual Report. We will provide a copy of the Annual Report on re-
quest and without charge. Either write Lincoln National Life Insurance Co.,
P.O. Box 2340, Fort Wayne, Indiana 46801 or call: 1-800-4LINCOLN (452-6265).

BOND AND COMMERCIAL PAPER RATINGS

Certain of the funds' investment policies and restrictions include references
to bond and commercial paper ratings. The following is a discussion of the rat-
ing cate -

A-9
<PAGE>

Appendix

gories of Moody's Investors Service, Inc. and Standard & Poor's Corp.

MOODY'S INVESTORS SERVICE, INC.
Aaa -- Bonds which are rated Aaa are judged to be of the best quality and carry
the smallest degree of investment risk. Interest payments are protected by a
large or by an exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes as can be visu-
alized are most unlikely to impair the fundamentally strong position of such
issues.

Aa -- Bonds which are rated Aa are judged to be of high quality by all stan-
dards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protec-
tive elements may be of greater amplitude or there may be other elements pres-
ent which make the long-term risks appear somewhat larger than in Aaa securi-
ties.

A -- Bonds which are rated A possess many favorable investment attributes and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment some time in the future.

Baa -- Bonds which are rated Baa are considered as medium grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba -- Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position charac-
terizes bonds in this class.

B -- Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

Caa -- Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

Ca -- Bonds which are rated Ca represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcom-
ings.

STANDARD & POOR'S CORP.
AAA -- This is the highest rating assigned by Standard & Poor's Corp. to a debt
obligation and indicates an extremely strong capacity to pay principal and in-
terest.

AA -- Bonds rated AA also qualify as high-quality debt obligations. Capacity to
pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree.

A -- Bonds rated A have a strong capacity to pay principal and interest, al-
though they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB -- Bonds rated BBB are regarded as having an adequate capacity to pay prin-
cipal and interest. Whereas these bonds normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest than for
bonds in the A category and higher.

BB-B-CCC-CC -- Bonds rated BB, B, CCC and CC are regarded, on balance, as pre-
dominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligation. BB indi-
cates the lowest degree of speculation and C the highest degree of speculation.
While such bonds will likely have some quality and protective characteristics,
these are outweighed by large uncertainties or major risk exposures to adverse
conditions.

MOODY'S INVESTORS SERVICE, INC.
Moody's Commercial Paper ratings are opinions of the ability of issuers to re-
pay punctually promissory obligations not having an original maturity in excess
of nine months. Moody's employs the following three designations, all judged to
be investment grade, to indicate the relative repayment capacity of rated is-
suers:

Prime 1 -- Highest Quality;
Prime 2 -- Higher Quality;
Prime 3 -- High Quality.

(The fund will not invest in commercial paper rated Prime 3).

STANDARD & POOR'S CORP.
A Standard & Poor's Corp. commercial paper rating is a current assessment of
the likelihood of timely payment of debt having an original maturity of no more
than 365 days. The fund will invest in commercial paper rated in the A Catego-
ries, as follows:

A Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are further refined
with the designation 1, 2, and 3 to indicate the relative degree of safety.
(The fund will not invest in commercial paper rated A-3).

A-10
<PAGE>

Appendix

A - 1 this designation indicates that the degree of safety regarding timely
payment is very strong.

A - 2 Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not overwhelming as for issues
designated A-1.

U.S. GOVERNMENT OBLIGATIONS

Securities issued or guaranteed as to principal and interest by the U.S. Gov-
ernment include a variety of Treasury securities, which differ only in their
interest rates, maturities and times of issuance. Treasury bills have a matu-
rity of one year or less. Treasury notes have maturities of two to ten years
and Treasury bonds generally have a maturity of greater than ten years.

Various agencies of the U.S. Government issue obligations. Some of these secu-
rities are supported by the full faith and credit of the U.S. Treasury (for ex-
ample those issued by Export-Import Bank of the United States, Farmers Home Ad-
ministration, Federal Housing Administration, Government National Mortgage As-
sociation, Maritime Administration, Small Business Administration and The Ten-
nessee Valley Authority).

Obligations of instrumentalities of the U.S. Government are supported by the
right of the issuer to borrow from the Treasury (for example, those issued by
Federal Farm Credit Banks, Federal Home Loan Bank, Federal Home Loan Mortgage
Corp., Federal Intermediate Credit Banks, Federal Land Bank and the U.S. Postal
Service). Obligations supported by the credit of the instrumentality include
securities issued by government-sponsored corporations whose stock is publicly
held (for example, the Federal National Mortgage Association, and the Student
Loan Marketing Association). There is no guarantee that the government will
support these types of securities, and therefore they may involve more risk
than other government obligations.

TAXES

Each fund intends to qualify and has elected to be taxed as a regulated invest-
ment company under certain provisions of the Internal Revenue Code of 1986, as
amended (the code). If a fund qualifies as a regulated investment company and
complies with the provisions of the code relieving regulated investment compa-
nies which distribute substantially all of their net income (both net ordinary
income and net capital gain) from Federal income tax, it will be relieved from
such tax on the part of its net ordinary income and net realized capital gain
which it distributes to its shareholders. To qualify for treatment as a regu-
lated investment company, each fund must, among other things, derive in each
taxable year at least 90% of its gross income from dividends, interest, pay-
ments with respect to securities loans and gains from the sale or other dispo-
sition of stock or securities or foreign currencies (subject to the authority
of the Secretary of the Treasury to exclude foreign currency gains which are
not directly related to the fund's principal business of investing in stock or
securities or options and futures with respect to such stock or securities), or
other income (including but not limited to gains from options, futures, or for-
ward contracts) derived with respect to its investing in such stocks, securi-
ties, or currencies. In addition, to qualify as a regulated investment company
each fund must derive less than 30% of its gross income from the sale or other
disposition of securities held for less than three months. In order to meet
these requirements, a fund may be required to defer disposing of certain
futures contracts and underlying securities beyond the time when it might oth-
erwise be advantageous to do so. Specifically, these requirements may limit a
fund's ability to (a) sell securities held for less than three months; (b) ef-
fect closing transactions on futures contracts entered into less than three
months previously; (c) enter into futures contracts for a period of less than
three months; and (d) enter into futures contracts on securities held for less
than the long-term capital gains holding period. Further, for purposes of the
30% test, increases (and decreases) in the value of positions that are part of
a designated hedge (as defined in the code) are netted.

The Federal tax laws impose a 4% nondeductible excise tax on each regulated in-
vestment company with respect to an amount, if any, by which such company does
not meet distribution requirements specified in such tax laws, unless certain
exceptions apply. Each fund intends to comply with such distribution require-
ments or qualify under one or more exceptions, and thus does not expect to in-
cur the 4% nondeductible excise tax.

Since the sole shareholder of each fund will be Lincoln Life, no discussion is
stated herein as to the Federal income tax consequences at the shareholder lev-
el.

The discussion of Federal income tax considerations in the Prospectus, in con-
junction with the foregoing, is a general and abbreviated summary of the appli-
cable provisions of the code and Treasury Regulations currently in effect as
interpreted by the Courts and the Internal Revenue Service (IRS). These inter-
pretations can be changed at any time. The above discussion covers only Federal
tax considerations with respect to the fund. State and local taxes vary.

A-11
<PAGE>

Appendix

STATE REQUIREMENTS

The California Department of Insurance has established the following guidelines
for an underlying portfolio of a variable account. The funds intend to comply
with these guidelines:

BORROWING

The borrowing limit for any fund is 33 1/3 percent of total assets. Entering
into a reverse repurchase agreement shall be considered "borrowing" as that
term is used herein.

FOREIGN INVESTMENTS -- DIVERSIFICATION

The diversification guidelines to be followed by international and global funds
are as follows:

a. An international fund or a global fund is sufficiently diversified if it is
invested in a minimum of three different countries at all times, and has
invested no more than 50 percent of total assets in any one second-tier
country and no more than 25 percent of total assets in any one third-tier
country. First-tier countries are: Germany, the United Kingdom, Japan, the
United States, France, Canada, and Australia. Second-tier countries are all
countries not in the first or third tier. Third-tier countries are coun-
tries identified as "emerging" or "developing" by the International Bank
for Reconstruction and Development ("World Bank") or International Finance
Corporation.

b. A regional fund is sufficiently diversified if it is invested in a minimum
of three countries. The name of the fund must accurately describe the fund.

c. The name of a single country fund must accurately describe the fund.

d. An index fund must substantially mirror the index.

DERIVATIVE TRANSACTIONS-DEFINITIONS

The Prospectus for each fund and the uniform Appendix for the Prospectus book-
let discuss the type of derivative transactions in which the funds may engage
and the risks typically associated with many derivative transactions. Here are
some definitions for the derivatives listed in the Appendix:

OPTION. A contract which gives the fund the right, but not the obligation, to
buy or sell specified securities at a fixed price before or at a designated fu-
ture date. If the contract allows the fund to buy securities, it is a call op-
tion; if to sell, it is a put option. It is common practice in options trading
to terminate an outstanding option contract by entering into an offsetting
transaction known as a closing transaction; as a result of which the fund would
either pay out or receive a cash settlement. This is discussed below.

CURRENCY OPTION. Discussed later.

FIXED INCOME OPTION. One based on a fixed-income security, such as a corporate
or government bond.

INDEX OPTION. One based on the value of an index which measures the fluctuating
value of a basket of pre-selected securities.

STOCK (EQUITY) OPTION. One based on the shares of stock of a particular compa-
ny.

OPTION ON A FUTURES CONTRACT. Discussed later.

SWAP. A financial transaction in which the fund and another party agree to ex-
change streams of payments at periodic intervals under a predetermined set of
occurrences related to the price, level, performance or value of one or more
underlying securities, and pegged to a reference amount known as the notional
amount. A swap is normally used to change the market risk associated with a
loan or bond borrowing from one interest rate base (fixed term or floating
rate) or currency of one denomination to another.

EQUITY SWAP. One which allows the fund to exchange the rate of return (or some
portion of the rate) on its portfolio stocks (an individual share, a basket or
index) for the rate of return on another equity or non-equity investment.

INTEREST RATE SWAP. One in which the fund and another party exchange different
types of interest payment streams, pegged to an underlying notional principal
amount. The three main types of interest rate swaps are coupon swaps (fixed
rate to floating rate in the same currency); basis swaps (one floating rate in-
dex to another floating rate index in the same currency); and cross-currency
interest rate swaps (fixed rate in one currency to floating rate in another).

Related transactions to interest rate swaps:

a. Cap. A contract for which the buyer pays a fee, or premium, to obtain pro-
tection against a rise in a particular interest rate above a certain level.
For example, an interest rate cap may cover a specified principal amount of
a loan over a designated time period, such as a calendar quarter. If the
covered interest rate rises above the rate ceiling, the seller of the rate
cap pays the purchaser an amount of money equal to the average rate differ-
ential times the principal amount times one-quarter.

b. Floor. A contract in which the seller agrees to pay to the purchaser, in re-
turn for the payment of a premium, the difference between current interest
rates and an agreed (strike) rate times the notional amount, should interest
rates fall below the agreed

A-12
<PAGE>

Appendix
level (the floor). A floor contract has the effect of a string of interest
rate guarantees.

c. Collar. An arrangement to simultaneously purchase a cap and sell a floor, in
order to maintain interest rates within a defined range. The premium income
from the sale of the floor reduces or offsets the cost of buying the cap.

d. Corridor. An agreement to buy a cap at one interest rate and sell a cap at a
higher rate.

SWAPTION. An option to enter into, extend, or cancel a swap.

FUTURES CONTRACT. A contract which commits the fund to buy or sell a specified
amount of a financial instrument at a fixed price on a fixed date in the fu-
ture. Futures contracts are normally traded on an exchange and their terms are
standardized, which makes it easier to buy and sell them.

INTEREST RATE FUTURES (AND OPTIONS ON THEM). Futures contracts pegged to U.S.
and foreign fixed-income securities, debt indices and reference rates.

STOCK INDEX FUTURES. Futures contracts based on an index of pre-selected
stocks, with prices based on a composite of the changes to the prices of the
individual securities in the index (e.g., S&P 500).

OPTION ON A FUTURES CONTRACT. An option taken on a futures position.

FORWARD CONTRACT. An over-the-counter, individually-tailored futures contract.

FORWARD RATE AGREEMENT (FRA). A contract in which the fund and another party
agree on the interest rate to be paid on a notional deposit of specified matu-
rity at a specific future time. Normally, no exchange of principal is involved;
the difference between the contracted rate and the prevailing rate is settled
in cash.

CURRENCY CONTRACT. A contract entered into for the purpose of reducing or elim-
inating an anticipated rise or drop in currency exchange rates over time.

CURRENCY FUTURES. Futures contracts on foreign currencies. Used to hedge the
purchase or sale of foreign securities.

CURRENCY OPTION. An option taken on foreign currency.

CURRENCY SWAP. A swap involving the exchange of cash flows and principal in one
currency for those in another, with an agreement to reverse the principal swap
at a future date.

CROSS-CURRENCY INTEREST RATE SWAP. A swap involving the exchange of streams of
interest rate payments (but not necessarily principal payments) in different
currencies and often on different interest bases (e.g., fixed Deutsche Mark
against floating dollar, but also fixed Deutsche Mark against fixed dollar).

FORWARD CURRENCY CONTRACT. A contract to lock in a currency exchange rate at a
future date, to eliminate risk of currency fluctuation when the time comes to
convert from one currency to another.

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<PAGE>

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A-14
<PAGE>

PART C - OTHER INFORMATION

Item 24. Financial Statements and Exhibits

a) List of Financial Statements

(1) Part A.

The financial highlights of Lincoln National Capital Appreciation
Fund, Inc. (the Fund) for the years ended December 31, 1996,
1995, 1994 and 1993 are incorporated by reference to Pages 53-54
of the Fund's 1996 Annual Report.

Part B.

The following financial statements of the Fund are incorporated
by reference to Pages 14-16 and 42-52, and 55 of the Fund's 1996
Annual Report:

- Statement of Net Assets -- December 31, 1996
- Statement of Operations -- Year Ended December 31, 1996
- Statements of Changes in Net Assets -- Years Ended
December 31, 1996 and 1995
- Notes to Financial Statements -- December 31, 1996

In total, only pages 14-16 and 42-55 of the Fund's 1996
Annual Report are incorporated by reference into this
Registration Statement. No other pages of that Report are
incorporated by reference.

(2) Schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission
are not required under the related instructions, are
inapplicable, or the required information is included in the
financial statements, and therefore have been omitted.

b) Exhibits:

5 - Sub-Investment Management Agreement between Lincoln National
Investment Management Company and Janus Capital Corporation
dated January 1, 1994.

6 - Specimen Agents Contract

8 - Custody Fee Schedule

9(d)- Services Agreement between Lincoln National
Life Insurance Company, Delaware Management
Holding Companies, Inc. and Delaware Services
Company Inc. dated August 15, 1996

11 - Consent of Ernst & Young LLP, Independent Auditors

17(a)- Financial Data Schedule

19 - Memorandum Concerning Books and Records

We have no changes to report to Exhibits 1-4, 7, 10 and 12-16. These
exhibits are incorporated by reference to the Registration Statement
(File No. 33-70272) including all amendments and/or post-effective
amendments.

Item 25. Persons Controlled by or Under Common Control with Registrant

See "Management of the Fund," "Purchase of Securities Being Offered,"
and "Description of Shares" in the Prospectus forming Part A of this
Registration Statement and "Investment Adviser and Sub-Adviser" in the
Statement of Additional Information forming Part B of this Registration
Statement. As of the date of this Post-Effective Amendment to the
Registration Statement, The Lincoln National Life Insurance Company
(Lincoln Life), for its Variable Annuity Account C and Variable Life
Account K, is the sole shareholder in the Fund.

No persons are controlled by the Registrant. A diagram of all persons
under common control with the Registrant is filed as Exhibit 15(a) to
the Form N-4 Registrant Statement filed by Lincoln National Variable
Annuity Account C (File No. 33-25990), and is incorporated by reference
into this Registration Statement.

Item 26. Number of Holders of Securities

As of April 1, 1997, there was one record holder of common stock,
$.01 par value per share.

Item 27. Indemnification

See prior filing.
<PAGE>

Item 28. Business and Other Connections of Investment Adviser

Information pertaining to any business and other connections of
Registrant's investment adviser, Lincoln Investment, is hereby incorporated
by reference from the section captioned "Management of the Fund" in the
Prospectus forming Part A of this Registration Statement, the section
captioned "Investment Adviser and Sub-Adviser" in the Statement of
Additional Information forming Part B of this Registration Statement, and
Item 7 of Part II of Lincoln Investment's Form ADV filed separately with
the Commission (File No. 801-5098). Information pertaining to any business
and other connections of Registrant's sub-investment adviser, Janus Capital
Corporation ("Janus") is incorporated by reference from the section of the
Prospectus captioned "Management of the Fund," the section of the Statement
of Additional Information captioned "Investment Adviser and Sub-Adviser,"
and Item 7 of Part II of Janus' Form ADV filed separately with the
Commission (File No. 801-13991).

The other businesses, professions, vocations, and employment of a
substantial nature, during the past two years, of the directors and
officers of Lincoln Investment and Janus are hereby incorporated by
reference, respectively, from Schedules A and D of Lincoln Investment's
Form ADV and from Schedules A and D of Janus' Form ADV.

(a) The Adviser.

As of February 5, 1997, the officers and/or directors of the
investment adviser held the following positions:

<PAGE>

Position, Other Substantial Business
Investment Profession, Vocation or
Name Adviser Employment; Address
---- ---------- --------------------------
<S> <C> <C>

David A. Berry Vice President Vice President, Lincoln National
Income Fund, Inc. and Lincoln
National Convertible Securities
Fund, Inc., Second Vice
President, Lincoln Life & Annuity
Company of New York, 200 East
Berry Street Fort Wayne, Indiana
46802

JoAnn E. Becker Vice President 200 East Berry Street, Fort
Wayne, Indiana 46802

Dennis A. Blume Senior Vice President 200 East Berry Street,
(formerly Executive Fort Wayne, Indiana 46802
Vice President) and
Director

Anne E. Bookwalter Vice President 200 East Berry Street, Fort
Wayne, Indiana 46802

Philip C. Byrde Vice President 200 East Berry Street, Fort
Wayne, Indiana 46802

Steven R. Brody Senior Vice President President and Director, Lincoln
and Director (formerly National Realty Corporation;
Executive Vice Vice President, The Lincoln
President) National Life Insurance Company,
and Lincoln Advisor Funds, Inc.,
200 East Berry Street, Fort
Wayne, Indiana 46802

Patrick R. Chasey Vice President 200 East Berry Street, Fort
Wayne, Indiana 46802

Garrett W. Cooper Vice President 200 East Berry Street, Fort
Wayne, Indiana 46802

David C. Fischer Vice President Vice President, Lincoln National
Income Fund, Inc.,
200 East Berry Street,
Fort Wayne, Indiana 46802

Luc N. Girard Vice President 200 East Berry Street, Fort
Wayne, Indiana 46802

Donald P. Groover Vice President 200 East Berry Street, Fort
Wayne, Indiana 46802

William N. Holm, Jr. Vice President Vice President and Director,
Lincoln National Mezzanine Corporation,
200 East Berry Street,
Fort Wayne, Indiana 46802

Jennifer C. Hom Vice President 200 East Berry Street, Fort
Wayne, Indiana 46802
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Position, Other Substantial Business
Investment Profession, Vocation or
Name Adviser Employment; Address
---- ---------- -------------------------
<S> <C> <C>
John A. Kellogg Vice President Vice President, Lincoln National
Realty Corporation,
200 East Berry Street,
Fort Wayne, Indiana, 46802

Timothy H. Kilfoil Vice President 200 East Berry Street,
Fort Wayne, Indiana, 46802

Lawrence T. Kissko Vice President Vice President and Director,
(Formerly Senior Lincoln National Realty
Vice President) Corporation; Vice President,
The Lincoln National Life
Insurance Company,
200 East Berry Street,
Fort Wayne, Indiana, 46802

Walter M. Korinke Vice President 200 East Berry Street,
Fort Wayne, Indiana, 46802

Lawrence M. Lee Vice President Vice President, Lincoln National
(formerly Second Realty Corporation,
Vice President) 200 East Berry Street,
Fort Wayne, Indiana, 46802

Harold F. McElraft Jr. Vice President Vice President and Chief
Financial Officer, Lincoln
National Investment Companies,
Inc; Vice President and
Treasurer, Lincoln National
Income Fund, Inc., Lincoln
National Convertible Securities
Fund, Inc.,
200 East Berry Street,
Fort Wayne Indiana 46802

H. Thomas McMeekin President and President and Director, Lincoln National
Director (formerly Convertible Securities Fund, Inc., Lincoln
Executive Vice National Income Fund, Inc.; President,
President, and Senior Chief Executive Officer and Director,
Vice President) Lincoln National Mezzanine Corporation;
Executive Vice President and Chief
Investment Officer, Lincoln National
Corporation; Director, Delaware Management
Holdings, Inc., Lincoln National (China) Inc.,
Lincoln National (India) Inc., Lincoln National
Investment Companies, Inc., Lincoln National
Realty Corporation, Lynch & Mayer, Inc., Vantage
Global Advisors, Lincoln National Life Insurance
Company,
200 East Berry Street,
Fort Wayne, Indiana 46802

Marybeth Montgomery Vice President Second Vice President,
Lincoln National Realty
Corporation,
200 East Berry Street,
Fort Wayne, Indiana 46802

John David Moore Vice President 200 East Berry Street,
Fort Wayne, Indiana, 46802

Oliver H. G. Nichols Senior Vice President Vice President, Lincoln
National Realty Corporation,
Lincoln National Life Insurance Company
1300 South Clinton Street,
Fort Wayne Indiana 46802

David C. Patch Vice President 200 East Berry Street,
Fort Wayne, Indiana, 46802

Joseph T. Pusateri Vice President Vice President, Lincoln National
Realty Corporation,
200 East Berry Street,
Fort Wayne, Indiana, 46802

Gregory E. Reed Vice President Second Vice President,
Lincoln Life & Annuity Company of
New York,
200 East Berry Street
Fort Wayne, Indiana, 46802
</TABLE>
<PAGE>

Roy D. Shimer Assistant Vice President 200 East Berry Street, Fort
(formerly Vice President) Wayne, Indiana 46802

Milton W. Shuey Vice President Vice President, Lincoln
Investment Management, Inc.,
200 East Berry Street, Fort
Wayne, Indiana 46802

Gerald M. Weiss Vice President 200 East Berry Street, Fort
(formerly Second Wayne, Indiana 46802
Vice President)

Janet C. Whitney Vice President and Vice President and Treasurer,
Treasurer The Financial Alternative, Inc.
Financial Alternative Resources, Inc.
Financial Choices, Inc.
Financial Investment Services, Inc.
Financial Investment Inc.
The Financial Resources Department
Investment Alternatives, Inc.
The Investment Center, Inc.
The Investment Group, Inc.
The Richard Leahy Corporation
Lincoln Financial Group, Inc.
Lincoln Life Improved Housing, Inc.
LNC Administrative Services Corporation
LNC Equity Sales Corporation
Lincoln National Aggressive Growth Fund, Inc.
Lincoln National Bond Fund, Inc.
Lincoln National Capital Appreciation Fund, Inc.
Lincoln National (China) Inc.
Lincoln National Corporation
Lincoln National Equity-Income Fund, Inc.
Lincoln National Global Asset Allocation Fund, Inc.
Lincoln National Growth and Income Fund, Inc.
Lincoln National Health & Casualty Insurance Company
Lincoln National (India) Inc.
Lincoln National Intermediaries, Inc.
Lincoln National International Fund, Inc.
The Lincoln National Life Insurance Company
Lincoln National Managed Fund, Inc.
Lincoln National Management Services, Inc.
Lincoln National Mezzanine Corporation
Lincoln National Money Market Fund, Inc.
Lincoln National Realty Corporation
Lincoln National Reassurance Company
Lincoln National Reinsurance Company (Barbados) Limited
Lincoln National Reinsurance Company Limited
Lincoln National Risk Management, Inc.
Lincoln National Social Awareness Fund, Inc.
Lincoln National Special Opportunities Fund, Inc.
Lincoln National Structured Settlement, Inc.
Lincoln National Variable Annuity Fund A
Old Fort Insurance Company, Ltd.
Personal Financial Resources, Inc.
Special Pooled Risk Administrators, Inc.
Underwriters & Management Services, Inc.
Treasurer and Assistant Secretary,
Lincoln National Foundation, Inc.

Treasurer,
Lincoln National Investment Companies, Inc.
Lincoln National Underwriting Services, Ltd.
Professional Financial Planning, Inc.; Assistant Treasurer,
First Penn-Pacific Life Insurance Company,
200 East Berry Street,
Fort Wayne, Indiana 46802

C. Suzanne Womack Secretary Vice President and Assistant Secretary, Lincoln National
Corporation and The Lincoln National Life Insurance Company;
Secretary, Lincoln Advisor Funds, Inc.; Lincoln National
Aggressive Growth Fund, Inc.; Lincoln National Capital
Appreciation Fund, Inc. Lincoln National Equity-Income Fund,
Inc.; Lincoln National Growth Fund, Inc.; Lincoln National
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
Position, Other Substantial Business
Investment Profession, Vocation or
Name Adviser Employment; Address
---- ---------- --------------------------
<S> <C> <C>
C. Suzanne Womack (Con't) International Fund, Inc.; Lincoln
National Managed Fund, Inc.;
Lincoln National Money Market
Fund, Inc.; Lincoln National
Putnam Master Fund; Lincoln
National Social Awareness Fund,
Inc.; Lincoln National Special
Opportunities Fund, Inc.; Lincoln
National Variable Annuity Fund A;
Lincoln National Variable Annuity
Fund B, 200 East Berry Street,
Fort Wayne, Indiana 46802

</TABLE>

<PAGE>

(b) The Sub-Adviser.

As of March 12, 1997, the officers and/or directors of the sub-
advisor held the following positions:

JANUS CAPITAL CORPORATION
OFFICERS AND DIRECTORS

Thomas H. Bailey President, Director, Chairman and Chief
Executive Officer

James P. Craig, III Vice President, Chief Financial Officer and Director

James P. Goff, III Vice President

Helen Y. Hayes Vice President

Marjorie G. Hurd Vice President and Chief Operations Officer

Warren B. Lammert, III Vice President

Thomas F. Marsico Vice President

Sharon S. Pichler Vice President

Scott W. Schoelzel Vice President

Ronald V. Speaker Vice President

David C. Tucker Vice President and General Counsel, Secretary

George W. Hagerman Vice President of Institutional Services and Director
of Advisory Service

E. Joy Heckendorf Vice President of Retail Marketing

R. Timothy Hudner Vice President of Information Systems

Matthew R. Luoma Vice President of Accounting and Taxation

Stuart L. Novek Vice President of Retail Marketing

Christine K. Snyder Vice President of Public Relations

Mary Lucille Watson Vice President of Institutional Services

Mark B. Whiston Vice President and Chief Marketing Officer

John B. Mezger Vice President of Institutional Services

John E. Ostrander Vice President of Institutional Services

Leon E. Richardson Vice President of Institutional Services

Lars O. Soderberg Vice President of Institutional Services
and Director of Defined Contributions Services

David W. Agostine Vice President of Institutional Services

Steven R. Goodbarn Vice President of Finance, Treasurer, Chief Financial
Officer

Russell P. Shipman Assistant Vice President of

<PAGE>

Institutional Services

Stephen L. Stieneker Assistant General Counsel, Chief Compliance Officer
and Vice President of Compliance

Jennifer A. Davis Assistant Secretary

Mark E. Stanish Assistant Treasurer

Michael E. Herman Independent Director

Thomas A. McDonnell Independent Director

Michael Stolper Independent Director

Item 29. Principal Underwriters

Not applicable.

Item 30. Location of Accounts and Records

See Exhibit 19.

Item 31. Management Services

Not applicable.

Item 32. Undertakings

Registrant furnishes the following undertakings pursuant to the
Securities Act of 1933 (the "Act"):

(a) - (c): See prior filings.

(d) Registrant undertakes to provide, without charge, a copy of the
Fund's most recent Annual Report to any recipients of its
Prospectus who requests it.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant certifies that it meets all of
the requirements for effectiveness of this Amendment to the Registration
Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly
caused this Amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Fort Wayne, and State of Indiana, on the 14th
day of April, 1997.

LINCOLN NATIONAL
CAPITAL APPRECIATION FUND, INC.

By /s/ Kelly D. Clevenger
----------------------------
Kelly D. Clevenger
President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to
the Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>

/s/ Kelly D. Clevenger Chairman of the Board April 14, 1997
- ---------------------- and President
Kelly D. Clevenger (Principal Executive Officer)

* Director April 14, 1997
- ----------------------
John B. Borsch, Jr.

* Director April 14, 1997
- ----------------------
Stanley R. Nelson

* Director April 14, 1997
- ----------------------
Barbara S. Kowalczyk

* Director April 14, 1997
- ----------------------
Nancy L. Frisby

* Chief Accounting Officer April 14, 1997
- ---------------------- (Principal Accounting Officer)
Lantz Mintch

/s/ Janet C. Whitney Vice President and Treasurer April 14, 1997
- ---------------------- (Principal Financial Officer)
Janet C. Whitney
</TABLE>

*By /s/ Jeremy Sachs, pursuant to a Power of Attorney filed with the initial
------------------- filing of this Registration Statement.
Jeremy Sachs

<PAGE>

EXHIBIT INDEX

Exhibit Number Exhibit Name
- -------------- ------------

5 Sub-Investment Management Agreement between Lincoln
National Investment Company and Janus Capital
Corporation dated January 1, 1994.

6 Specimen Agents Contract

8 Custody Fee Schedule

9(d) Services Agreement between Lincoln National Life
Insurance Company, Delaware Management Holding
Companies, Inc. and Delaware Services Company
Inc. dated August 15, 1996

11 Consent of Ernst & Young LLP, Independent Auditors

17(a) Financial Data Schedule

19 Memorandum Concerning Books and Records

<PAGE>

Exhibit 5

SUB-INVESTMENT MANAGEMENT AGREEMENT

This Sub-Investment Management Agreement (this "Agreement") is entered into
as of January 1, 1994 by and between Lincoln National Investment Management
Company, an Illinois corporation ("Investment Manager") and Janus Capital
Corporation, a Colorado corporation ("Sub-Investment Manager").

WHEREAS, Investment Manager has entered into an Investment Management
Agreement dated September 23, 1993 (the "Investment Management Agreement") with
Lincoln National Capital Appreciation Fund, Inc. (the "Fund"), to act as
Investment Manager to the Fund;

WHEREAS, the Investment Management Agreement provides that Investment
Manager may engage a sub-investment manager to furnish investment information
and advice to assist Investment Manager in carrying out its responsibilities
under the Investment Management Agreement;

WHEREAS, Investment Manager and the Fund desire to retain Sub-Investment
Manager to render investment advisory services to Investment Manager in the
manner and on the terms set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth in this Agreement, Investment Manager and Sub-Investment Manager agree as
follows:

1. Sub-Investment Management Services.

(a) Sub-Investment Manager shall, subject always to the control of the
Fund's Board of Directors and to the supervision of Investment Manager, manage
the investment and reinvestment of the assets of the Fund. Sub-Investment
Manager is authorized, in its discretion and without prior consultation with
Investment Manager, to buy, sell, lend, and otherwise trade in any stocks,
bonds, and other securities and investment instruments on behalf of the Fund.
Subject to the investment objectives, policies, and restrictions concerning the
Fund set forth in the Fund's registration statements under the Investment
Company Act of 1940, the Fund may be invested in such proportions of stocks,
bonds, other securities or investment instruments, or cash, as Sub-Investment
Manager shall determine. Sub-Investment Manager is responsible for compliance
with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as
amended, applicable to the Fund.

(b) Sub-Investment Manager shall furnish Investment Manager monthly,
quarterly, and annual reports concerning transactions and performance of the
Fund in such form as may be mutually agreed upon, and agrees to review the Fund
and discuss the management of it. Sub-Investment Manager shall permit the
financial statements, books and records with respect to the Fund to be inspected
and audited by Investment Manager (and/or the independent accountants for
Investment Manager or the Fund) at all reasonable times during normal business
hours. Sub-Investment Manager shall also provide Investment Manager with such
other information and reports as may reasonably be requested by Investment
Manager from time to time.
<PAGE>

(c) Sub-Investment Manage shall provide to Investment Manager a copy
of Sub-Investment Manager's Form ADV as filed with the Securities and Exchange
Commission and a list of persons who Sub-Investment Manager wishes to have
authorized to give written and/or oral instructions to the Custodian of the
Fund's assets.

2. Obligations of Investment Manager and the Fund.

(a) Investment Manager shall provide timely information to Sub-
Investment Manager regarding such matters as the cash requirements and cash
available for investment in the Fund, and all other information as may be
reasonably necessary for Sub-Investment Manager to perform its responsibilities
hereunder.

(b) Investment Manager has herewith furnished Sub-Investment Manager a
copy of the Fund's registration statement currently in effect and agrees during
the continuance of this Agreement to furnish Sub-Investment Manager copies of
any amendments or supplements thereto before or at the time the amendments or
supplements become effective. Investment Manager agrees to furnish Sub-
Investment Manager with minutes of meetings of the Board of Directors of the
Fund to the extent they may affect the duties of Investment Manager, a certified
copy of any financial statements or reports prepared for the Fund by certified
or independent public accountants, and with copies of any financial statements
or material reports made by the Fund to its shareholders or to any governmental
body or securities exchange, and any further materials or information which Sub-
Investment Manager may reasonably request to enable it to perform its functions
under this Agreement.

3. Custodian. Investment Manager shall provide Sub-Investment Manager
with a copy of the Fund's agreement with the Custodian (the "Custodian")
designated to hold the assets in the Fund and any modification thereto (the
"Custody Agreement") in advance. The Fund assets shall be maintained in the
custody of the Custodian identified in, and in accordance with the terms and
conditions of, the Custody Agreement. Sub-Investment Manager shall have no
liability for the acts or omissions of the Custodian which do not arise out of
the acts or omissions of Sub-Investment Manager. Any assets added to the Fund
shall be delivered directly to the Custodian.

4. Proprietary Rights. Investment Manager agrees and acknowledges that
Sub-Investment Manager is the sole owner of the name and mark "Janus" and that
all use of any designation comprised in whole or part of Janus (a "Janus Mark")
under this Agreement shall inure to the benefit of Sub-Investment Manager.
Consequently, the use by Investment Manager on its own behalf or on behalf of
the Fund of any Janus Mark in any advertisement or sales literature or other
materials promoting the Fund shall be with the prior written consent of Sub-
Investment Manager. Investment Manager shall not, and Investment Manager shall
use its best efforts to cause the Fund not to, without the prior written consent
of Sub-Investment Manager, make representations regarding Sub-Investment Manager
in any disclosure document, advertisement or sales literature or other materials
promoting the Fund. Upon termination of this Agreement for any reason,
Investment Manager shall cease, and Investment Manager shall use its best
efforts to cause the Fund to cease,

2
<PAGE>

all use of any Janus Mark(s) as soon as reasonably practicable.

5. Expenses. Except for expenses that Sub-Investment Manager has
specifically assumed or agreed to pay, it shall not be responsible for the
expenses of the Fund or of Investment Manager. Expenses for which Sub-Investment
Manager shall not be responsible include, without limitation: (a) interest and
taxes; (b) brokerage commissions and other costs in connection with the purchase
or sale of securities or other investment instruments with respect to the Fund;
and (c) custodian fees and expenses. Any reimbursement of advisory fees
required by any expense limitation provision shall be the sole responsibility of
Investment Manager. Investment Manager and Sub-Investment Manager shall not be
considered as partners or participants in a joint venture. Sub-Investment
Manager will pay its own expenses for the services to be provided pursuant to
this Agreement to the extent not assumed by Investment Manager above, and will
not be obligated to pay any expenses of Investment Manager or the Fund.

6. Purchase and Sale of Assets. Absent instructions from Investment
Manager to the contrary, Sub-Investment Manager shall place all orders for the
purchase and sale of securities for the Fund with brokers or dealers selected by
Sub-Investment Manager which may include brokers or dealers affiliated with Sub-
Investment Manager. Purchase or sell orders for the Fund may be aggregated with
contemporaneous purchase or sell orders of other clients of Sub-Investment
Manager. Sub-Investment Manager shall use its best efforts to obtain execution
of Fund transactions at prices which are advantageous to the Fund and at
commission rates that are reasonable in relation to the benefits received.
However, Sub-Investment Manager may select brokers or dealers on the basis that
they provide brokerage, research, or other services or products to the Fund
and/or other accounts serviced by Sub-Investment Manager. Sub-Investment
Manager may pay a broker or dealer an amount of commission for effecting a
securities transaction in excess of the amount of commission or dealer spread
another broker or dealer would have charged for effecting that transaction if
Sub-Investment Manager determines in good faith that such amount of commission
as reasonable in relation to the value of the brokerage and research products
and/or services provided by such broker or dealer. This determination, with
respect to brokerage and research services or products, may be viewed in terms
of either that particular transaction or the overall responsibilities which Sub-
Investment Manager and its affiliates have with respect to the Fund and to
accounts over which they exercise investment discretion, and not all such
services or products may be used by Sub-Investment Manager in managing the Fund.

7. Compensation of Sub-Investment Manager. Investment Manager shall pay
to Sub-Investment Manager a monthly fee in accordance with the fee schedule
attached to this Agreement. Monthly fees shall be calculated by Investment
Manager based upon the average daily net assets of the Fund (including cash or
cash equivalents) for the preceding month for investment advisory services
rendered during the preceding month, and shall be payable to Sub-Investment
Manager by the fifteenth day of the succeeding month. The fee for the first
month during which Sub-Investment Manager shall render investment advisory
services under this Agreement shall be based upon the number of days the account
was open in that month. If this Agreement is terminated, the fee shall be based
upon the number of days the account was open during the month in which the
Agreement

3
<PAGE>

is terminated.

8. Non-Exclusivity. Investment Manager and the Fund agree that the
services of Sub-Investment Manager are not to be deemed exclusive and that Sub-
Investment Manager and investment companies and other managed accounts. This
Agreement shall not in any way limit or restrict Sub-Investment Manager or any
of its directors, officers, employees, or agents from buying, selling, or
trading any securities or other investment instruments for its or their own
account or for the account of others for whom it or they may be acting, provided
that such activities will not adversely affect or otherwise impair the
performance by Sub-Investment Manager of its duties and obligations under this
Agreement. Investment Manager and the Fund recognize and agree that Sub-
Investment Manager may provide advice to or take action with respect to other
clients, which advice or action, including the timing and nature of such action,
may differ from or be identical to advice given or action taken with respect to
the Fund. Sub-Investment Manager shall for all purposes herein be deemed to be
an independent contractor and shall, unless otherwise provided or authorized,
have no authority to act for or represent the Fund or Investment Manager in any
way or otherwise be deemed an agent of the Fund or Investment Manager other than
in furtherance of its duties and responsibilities as set forth in this
Agreement.

9. Liability.

(a) Except as may otherwise be provided by the Investment Company Act
of 1940 or federal securities laws, neither Sub-Investment Manager nor any of
its officers, directors, or employees shall be subject to any liability to
Investment Manager, the Fund, or any shareholder of the Fund for any error of
judgment or any loss arising out of any investment or other act or omission in
the course of, connected with, or arising out of any service to be rendered
under this Agreement, except by reason of willful misfeasance, bad faith, or
gross negligence in the performance of its duties or by reason of reckless
disregard of its obligations and duties under this Agreement. Investment Manager
and the Fund shall hold harmless and indemnify Sub-Investment Manager for any
loss, liability, cost, damage, or expense (including reasonable attorneys fees
and costs) arising from any claim or demand by any past or present shareholder
of the Fund, in their capacity as shareholder, the is not based upon or does not
arise from the investment advice and/or other services provided by Sub-
Investment Manager pursuant to this Agreement. Investment Manager acknowledges
and agrees that Sub-Investment Manager makes no representation or warranty,
express or implied, that any level of performance or investment results will be
achieved by the Fund or that the Fund will perform comparably with any standard
or index, including other clients of Sub-Investment Manager, whether public or
private.

(b) Notwithstanding anything to the contrary in sub-Paragraph (a) just
above, Sub-Investment Manager agrees to indemnify the Fund, Investment Manager,
the Separate Account and the Lincoln National Life Insurance Company (the
"Lincoln Entities") for, and hold them harmless against, any and all losses,
claims, damages, liabilities (including amounts paid in settlement with the
written consent of the Sub-Investment Manager) or litigation (including legal
and other expenses) to which the Lincoln Entities, or any of them, may become
subject under any statute, at common law

4
<PAGE>

or otherwise, insofar as those losses, claims, damages, liabilities or expenses
(or actions in respect thereof) or settlements arise as a result of any failure
by the Sub-Investment Manager, whether unintentional or in good faith or
otherwise, to adequately diversify the investment program of the Fund, pursuant
to the requirements of Section 816(h) of the Code, and the regulations issued
thereunder (including, but not by way of limitation, Reg. Sec. 1.817-5, March 2,
1989, 54 F.R. 8730), relating to the diversification requirements for variable
annuity, endowment, and life insurance contracts.

10. Effect of Assignment, Termination of Investment Management Agreement,
and Amendment. This Agreement shall automatically terminate, without the
payment of any penalty, in the event of its assignment or in the event that the
Investment Management Agreement shall have terminated for any reason; and this
Agreement shall not be amended unless such amendment be approved at a meeting by
the affirmative vote of a majority of the outstanding shares of the Fund and by
the vote, cast in person at a meeting called for the purpose of voting on such
approval, of a majority of the Directors of the Fund who are not interested
persons of the Fund or of Investment Manager or of Sub-Investment Manager, and
with the approval of Sub-Investment Manager.

11. Effective Period; Termination. This Agreement shall become effective
upon its execution, and shall remain in full force and effect continuously
thereafter (unless terminated automatically as set forth in Section 10) until
terminated as follows:

(a) The Fund may at any time terminate this Agreement by giving not
less than 60 days' written notice delivered or mailed by registered mail,
postage prepaid, to Investment Manager and Sub-Investment Manager; or

(b) If (i) the Directors of the Fund or the shareholders by the
affirmative vote of a majority of the outstanding shares of the Fund and (ii) a
majority of the Directors who are not interested persons of the Fund or of
Investment Manager or of Sub-Investment Manager by vote cast in person at a
meeting called for the purpose of voting on such approval, do not specifically
approve at least annually the continuance of this Agreement, then this Agreement
shall automatically terminate at the close of business on the second anniversary
of its execution, or upon the expiration of one year from the effective date of
the last such continuance, whichever is later; provided, however, that if the
continuance of this Agreement is submitted to the shareholders of the Fund for
their approval and such shareholders fail to approve such continuance of this
Agreement as provided herein, Sub-Investment Manager may continue to serve
hereunder in a manner consistent with the Investment Company Act of 1940 and the
Rules and Regulations thereunder; or

(c) Investment Manager may at any time terminate this Agreement by
giving not less than 60 days' written notice delivered or mailed by certified
mail, postage prepaid, to Sub-Investment Manager, and Sub-Investment Manager may
at any time terminate this Agreement by giving not less than 60 days' written
notice delivered or mailed by registered mail, postage prepaid, to Investment
Manager.

5
<PAGE>

Action by the Fund under (a) above may be taken either (i) by vote of
a majority of its directors, or (ii) by the affirmative vote of a majority of
the outstanding shares of the Fund.

Termination of this Agreement pursuant to this Section 11 shall be
without the payment of any penalty.

12. Certain Definitions. For the purposes of this Agreement, the
"affirmative vote of a majority of the outstanding shares" means the affirmative
vote, at a duly called and held meeting of shareholders, (a) of the holders of
67% or more of the shares of the Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50% of the
outstanding shares of the Fund entitled to vote at such meeting are present in
person or by proxy, or (b) of the holders of more than 50% of the outstanding
shares of the Fund entitled to vote at such meeting, whichever is less.

For the purposes of this Agreement, the terms "affiliated person,"
"control," "interested person" and "assignment" shall have their respective
meanings defined in the Investment Company Act of 1940 and the Rules and
Regulations thereunder, subject, however, to such exemptions as may be granted
by the Securities and Exchange Commission under said Act; the term "specifically
approve at least annually" shall be construed in a manner consistent with the
Investment Company Act of 1940 and the Rules and Regulations thereunder; and the
term "brokerage and research services" shall have the meaning given in the
Securities Exchange Act of 1934 and the Rules and Regulations thereunder.

13. Certain Information. Sub-Investment Manager shall promptly notify
Investment Manager in writing of the occurrence of any of the following events:

(a) Sub-Investment Manager shall have been served or otherwise have
notice of any action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public board or body, involving the affairs of
the Fund;

(b) Any of Sub-Investment Manager's portfolio managers for the Fund
shall have changed.

14. General.

(a) Sub-Investment Manager may perform its services through any
employee, officer, or agent of Sub-Investment Manager, and Investment Manager
shall not be entitled to the advice, recommendation, or judgment of any specific
person.

(b) If any term or provision of this Agreement or the application
thereof to any person or circumstances is held to be invalid or unenforceable to
any extent, the remainder of this Agreement or the application of such provision
to other persons or circumstances shall not be affected thereby and shall be
enforced to the greatest extent permitted by law.

6
<PAGE>

(c) This Agreement shall be governed by and interpreted in accordance
with the laws of the State of Colorado exclusive of conflicts of laws.

LINCOLN NATIONAL INVESTMENT
MANAGEMENT COMPANY

By: /S/ BARBARA S. KOWALCZYK
---------------------------------
Name: Barbara S. Kowalczyk
----------------------------
Title: Executive Vice President
---------------------------

JANUS CAPITAL CORPORATION

By: /S/ STEPHEN L. STIENEKER
---------------------------------
Name: Stephen L. Stieneker
Title: Assistant Vice President

Accepted and Agreed to by:

LINCOLN NATIONAL CAPITAL
APPRECIATION FUND, INC.

By: /S/ ROBERT A. NIKELS
------------------------------
Name: Robert A. Nikels
-------------------------
Title: President
------------------------

7
<PAGE>

ATTACHMENT
to the
Sub-Investment Management Agreement
dated January 1, 1994
between
LINCOLN NATIONAL INVESTMENT MANAGEMENT COMPANY
and
JANUS CAPITAL CORPORATION

Investment Manager shall pay to Sub-Investment Manager a monthly fee,
calculated pursuant to Section 7 of the Agreement, as follows:

0.60% of the first $100,000,000 of average daily net assets of the Fund;
and 0.55% of any excess over $100,000,000.

V10NORBY

8
<PAGE>

AMENDMENT
(effective November 1, 1994)
to the
SUB-INVESTMENT MANAGEMENT AGREEMENT
(effective January 1, 1994)
between
LINCOLN NATIONAL INVESTMENT MANAGEMENT COMPANY and
JANUS CAPITAL CORPORATION

Sub-paragraph 1(b) of the Agreement relating to investment management for
Lincoln National Capital Appreciation Fund, Inc. is hereby amended to insert the
following sentence after the first sentence in that sub-paragraph:

"The Fund shall own and control all the pertinent records pertaining to
transactions under this Agreement."

THE LINCOLN NATIONAL INVESTMENT MANAGEMENT COMPANY

By: /S/ H. THOMAS MCMEEKIN
------------------------------

JANUS CAPITAL CORPORATION

By: /S/ STEPHEN L. STIENEKER
------------------------------

<PAGE>

SAMPLE COPY

SECTION A. AGENT CONTRACT -- GENERAL PROVISIONS

Effective ___________________, 19__ Lincoln National Life Insurance Company, LNC
Equity Sales Corporation and Lincoln National Health and Casualty Insurance
Company, all of Fort Wayne, Indiana, and any other Lincoln National companies
made a party to this contract by future supplement (hereinafter "Lincoln
National") appoint

________________________________________________________________________________
Name of Agent

of (or incorporated under the laws of __________________________________________
City, State or State

as an Agent or Corporate Agent and/or as a Registered Representative
(hereinafter "Agent").

The Agent shall solicit applications for Individual Life Insurance, Individual
Disability Insurance, Individual Long Term Care, Group Insurance, Annuities and
solicit subscriptions for securities offered by or through Lincoln National.

1. Limitations on Appointment

This contract authorizes the Agent to solicit applications for those contracts
or securities offered by the specific companies comprising Lincoln National only
while properly licensed by and/or registered with the appropriate governmental
agency or authority for that specific type of product or securities.

If the Agent is a corporation it is not authorized to solicit applications for
Individual Annuities or any subscriptions or applications for any products
registered as a security with the Securities and Exchange Commission (SEC). The
Agent must have a letter of authorization or authorization card from the
appropriate Lincoln National company for the particular type of security offered
before soliciting subscriptions or applications for any SEC registered product.

2. Limitations of Authority

The Agent agrees not to perform any of the following acts on behalf of Lincoln
National:

a. incur any indebtedness or liability;

b. make, alter or discharge contracts or make or alter any securities or any
prospectus or item of supplemental sales literature pertaining to any such
securities;

c. initiate any legal action in any matter pertaining to Lincoln National's
business without prior written consent of Lincoln National;

d. change rates quoted by Lincoln National;

e. extend the time for payment of any premium;

f. waive payment in cash;

g. guarantee dividends; or

h. receive or collect any monies for or on behalf of Lincoln National, except
the initial premium as allowed by Lincoln National's rules on insurance or
annuities solicited by the Agent necessary to put the policy in force.

The Agent hereby agrees not to perform any of the following acts:

i. submit to Lincoln National any application which Agent has not personally
reviewed and believes to be accurate and complete;

j. hold himself/herself/itself out as an Agent of Lincoln National in any
manner or for any other purpose than is expressly prescribed in this
contract;

k. violate any federal or state statute, rule or regulation thereunder or rule
of Lincoln National, respecting the sale of insurance, annuities or
securities;

Rev. (2/94)
Form 1185 - A-1
<PAGE>

Limitations of Authority (cont.)

l. withhold any monies or property of Lincoln National;

m. rebate or offer to rebate all or any part of a premium or deposit on an
insurance or annuity contract issued or to be issued by Lincoln National;

n. induce or endeavor to induce any policyholder of Lincoln National to
discontinue payment or premium or relinquish any policy or annuity contract
unless the policyholder's interests are better served;

o. within a period of 90 days after termination of the Agent's appointment,
induce or endeavor to induce any agent of Lincoln National to leave its
service;

p. use any information acquired while a Registered Representative or
Registered Principal in a manner adverse to the interests of Lincoln
National or of the organizations for which Equity Sales shall act as the
distributor of securities; or

q. use any form of advertising bearing Lincoln National's name, other than
that furnished by Lincoln National, in negotiations, solicitations or
advertising without such advertising being submitted to and approved by
Lincoln National. The term "advertising" includes all forms of
communication by any medium including, but not limited to, print, radio,
television, billboards, direct mail, booklets, leaflets, business cards and
stationery.

3. Relationship of Parties

The Agent agrees to be governed in the performance of his/her/its duties by the
terms and conditions of this contract, and by the rules established by Lincoln
National. The services performed by the Agent are performed pursuant to this
contract, and the contract provides that the individual will not be treated as
an employee with respect to those services for tax purposes. The Agent shall be
considered an independent contractor, except during periods of time when the
Agent is party to a Subsidy Agreement with Lincoln National. While an
independent contractor, the Agent reserves the right to exercise independent
judgment as to the time, place and manner of soliciting applications for
insurance, annuities and securities. No other provision of this contract nor any
rule or regulation of Lincoln National shall be construed to abridge this right
or create the relationship of employer and employee.

The Agent has no authority except as stated in this contract. No other authority
may be implied from the authority expressly granted.

4. Prior Contracts

Execution of this contract by the parties terminates all previous contracts held
by the Agent with Lincoln National.

5. Right to Withdraw

Lincoln National may at its discretion withdraw from the Agent the privilege of
writing a particular type of policy contract or security.

Lincoln National may withdraw from any territory without liability to the Agent.

6. Termination

The Agent or Lincoln National may terminate the Agent's appointment under this
contract, with or without cause, by notice set by ordinary mail to the last
known address of the other party. A resignation of the Agent tendered to any
one of the companies a party to this contract will be assumed to be a
termination of appointment with all companies a party to this contract unless
otherwise specified.

Upon termination, the Agent shall immediately deliver to Lincoln National, or
its representative, all rate manuals, policyholder record cards, application
forms, letters, written correspondence with policyholders and representatives of
Lincoln National, records, sales material, software, equipment and all other
supplies and materials connected with, authorized or printed by and belonging to
Lincoln National or any of its affiliates.

Termination of appointment as used in this contract shall mean termination of
authority either through cancellation of the appropriate license or registration
as required by this paragraph or through termination of this entire contract.

In the event of termination for misappropriation of funds, fraud, or for any
reason based on action prohibited by the criminal laws of this jurisdiction in
which the act is committed, all future commissions, including bonuses and
service fees, shall be forfeited by Agent. Conviction is not a prerequisite to
the forfeiture of commissions.

Rev. (11/96)

A-2 - Form 1185
<PAGE>

7. Solicitations of Applications for Variable Annuities and Subscriptions for
Securities

a. The Agent expressly agrees to become familiar with all provisions of federal
and state statutes, rules and regulations respecting the sale of annuities
and securities and, periodically, to review such provisions.

b. The Agent may solicit applications for variable annuity contracts only while
authorized to sell variable annuities in accordance with rules of Lincoln
National and the laws of the state or other jurisdiction in which the Agent
shall offer such contracts.

c. The Agent may solicit subscriptions for securities only while authorized to
sell securities in accordance with the laws of the state (or states) in
which the Agent will offer such securities.

d. The Agent may solicit applications for any product required to be registered
with the Securities and Exchange Commission, including variable annuities
and securities:

1) Only after meeting all the requirements necessary to become registered
with a self-regulatory association organized pursuant to Section 15(a)
of the Securities Exchange Act of 1934 of which Lincoln National is a
member; and

2) Only while registered as a "Registered Representative" or "Registered
Principal" of the Lincoln National company offering the registered
product; and

3) Only upon delivery to the offeree of a prospectus or offering circular
required by federal and/or state securities laws.

e. The Agent expressly agrees to comply with such other rules and regulations
as the Securities and Exchange Commission, any self-regulatory association
of which Lincoln National may become a member or Lincoln National may
establish at present or in the future under requirements of applicable
federal or state law dealing with variable annuities or securities. The
Agent agrees to submit to such supervision regarding the sales of variable
annuities or securities as may be necessary to insure compliance with this
contract. Such rules shall include, but not be limited to, the following:

1) The Agent shall adhere to high standards of commercial honor and just
and equitable principles of trade in the course of soliciting
applications for variable annuities or subscriptions for securities;

2) The Agent shall not use advertising media with regard to variable
annuities and securities or supplemental sales material other than those
approved by Lincoln National for such purposes;

3) The Agent shall not use supplemental sales material other than those
previously approved by Lincoln National.

f. The Agent shall fully explain the terms of any variable annuity or security
and shall not make any untrue statement or fail to state any material fact
to a prospective purchaser.

g. The Agent shall take steps to acquaint himself/herself/itself with
prospective customers, including such inquiries as may be necessary to
satisfy himself/herself/itself that the offering contemplated is not
unsuitable having in view the customer's resources, investment objectives
and other investments.

h. The Agent shall not make any agreement with any person for the repurchase or
resale of a variable annuity or security, nor shall he/she/it directly or
indirectly solicit, purchase or traffic in any variable annuity or security
nor resort to "twisting" or "switching" of securities of any other company
or of insurance policies.

8. Delivery of Policies or Annuity Contracts

The Agent shall not deliver any policy if changes have occurred in the health or
in any other factor affecting the insurability of the proposed insured at the
time of delivery and unless the first premium has been fully paid. Delivery of a
policy after 60 days or delivery of an annuity contract after 10 days from and
including the date of mailing by Lincoln National is not permitted unless the
time for delivery has been extended by Lincoln National. Lincoln National
reserves the right to charge to the Agent's commission account a late delivery
fee or cancellation fee for violation of this provision.

Rev. (2/94)

Form 1185 - A-3
<PAGE>

9. COMPENSATION

a. The basic compensation of the Agent shall be commissions payable at rates
set forth in Sections B, C, and D of this contract that are in effect at
the time of application for the policy. Such compensation shall be subject
to the terms and conditions of this contract, Lincoln National's Rate Book
and established rules of Lincoln National.

b. To be entitled to commissions the Agent's name must appear as Soliciting
Agent on the application for the policy or annuity contract and the policy
or annuity contract must have been fairly effected through the
instrumentality of said Agent. In the case of the sale of a security, the
Agent's name must appear as Registered Representative on the customer
account and the Agent must have personally effected the sale and taken the
application or subscription.

c. Commissions and/or service fees shall be paid to the Agent only after the
appropriate premium or deposit has been paid in cash and accepted by
Lincoln National.

d. No commission and/or service fee shall be payable on any premium paid in
advance until the due date of the premium so paid in advance, and then only
if Lincoln National retains such premium. No agent of record changes on
Group Insurance shall be made retroactively.

e. Lincoln National shall have the right, at its discretion, to change the
vesting provisions and rates in Sections B, C, and D of this contract in
any manner and at any time for (1) policies, contracts or certificates; (2)
increases on existing policies, contracts or certificates; (3) bonuses and
(4) securities. Lincoln National may establish commission rates for new
policies, annuity contracts or securities not scheduled in Sections B, C,
or D of this contract.

Any changes made under this provision will be made on a prospective basis.
Any notification of changes may be by usual interoffice communication
methods.

f. If Lincoln National returns a premium or deposit on a policy, annuity
contract or security, for any reason whatsoever, the Agent shall repay to
Lincoln National on demand any commission or service fee received on such
premium or deposit.

g. Commissions and/or service fees on conversions, replacements, increases and
step-rate premium increases, or exchanges shall be allowed in accordance
with the rules of Lincoln National in force when the conversion,
replacement, increase or exchange is effected.

h. Commissions and/or service fees on policies or annuity contracts reinstated
after 90 days from the due date of the first premium in default are payable
to the original Agent only if the policy or annuity contract is wholly
reinstated through the efforts of the original Agent.

10. After Death Commissions

If the Agent dies at a time when monies are payable under this contract, Lincoln
National will pay such monies, as they accrue, to the surviving spouse of the
Agent, and, at the death of said spouse, to the estate of said spouse. If the
Agent dies leaving no spouse surviving, any monies payable under this contract
shall be payable to the estate of the Agent.

11. Indebtedness of Agent

Lincoln National shall have a first lien on all commissions and other
compensation payable hereunder for any debt due from the Agent to Lincoln
National, to any of its affiliates, to any other person or corporation acting on
behalf of Lincoln National or any of its affiliates, or to any other company
party to a Marketing Agreement with the Lincoln National Sales Corporation.

Such debt shall include loans and advances made to the Agent and charges made to
the Agent's commission account. Such debt shall also include any actual
expenses incurred and paid by Lincoln National as a result of Agent's breach of
any of the terms in Section A, Paragraph 2 of this contract.

Lincoln National may at any time deduct from any monies payable under this
contract and any supplement and/or amendment hereto, any such debt or debts due
from the Agent, including interest on such debts. The lien shall not be
eliminated by the termination of the Agent's appointment under this contract.

This provision shall not be construed in any way to limit any indebtedness of
the Agent to the value of the commissions and other compensation payable under
this contract. In the event of termination of the Agent's appointment, the
unpaid balance of the Agent's indebtedness shall be immediately due and payable
without demand or notice.

Rev. (2/94)

A-4 - Form 1185
<PAGE>

12. Accounting

Lincoln National shall provide to the Agent, on a monthly or otherwise regular
basis, a statement setting forth commissions earned and payable to the Agent
along with an accounting of changes to the Agent's commission account. Lincoln
National reserves the right to establish a minimum balance which must be reached
before a statement and check will be provided.

13. Assignments, Modifications

No modifications or amendments of this contract nor any assignment of
commissions payable hereunder shall be valid unless approved in writing by an
authorized officer of Lincoln National.

14. Severability

If any provision of this agreement is found to be illegal or otherwise
unenforceable, the remainder of this agreement shall not be affected and shall
remain fully enforceable.

15. Forbearance

Forbearance or neglect of Lincoln National to insist upon performance of this
contract shall not constitute a waiver of its rights and privileges.

Rev. (2/94)
Form 1185 - A-5
<PAGE>

SAMPLE COPY

Lincoln National Individual
- ---------------- ----------

By:x By:x
-------------------------- --------------------------
Assistant Secretary Agent

------------------------------
Social Security Number

Corporate Agent
---------------

------------------------------
Corporate Agent

By:x
--------------------------
President

------------------------------
Tax Identification Number

Executed in Duplicate

The undersigned RCEO, on behalf of his
marketing organization, or PPGA
guarantees payment of any debt due
Lincoln National by the Agent and waives
any requirement that Lincoln National
first attempt to collect from the Agent.

By:
-------------------------------
RCEO/PPGA

Rev. (2/94)

A-6 - Form 1185
<PAGE>

SECTION B. SPECIAL PROVISIONS BETWEEN LINCOLN NATIONAL LIFE INSURANCE COMPANY
("LNL") AND THE AGENT

1. Vesting

a. Individual Life, Disability Income, and Long Term Care

All first year and renewal commissions payable under these products are
fully vested.

b. Group Insurance

First year commissions on all group insurance products shall be fully
vested. Service fees shall be payable to the Agent, regardless of
termination of appointment, if at the time the appropriate premium is paid,
the Agent maintains, in the opinion of LNL, effective control over the
continuance of the policy in force.

c. Annuity Products

1) Annuity Contracts

There is no vesting of commissions. Commissions or service fees for
these contracts are payable only when contributions are received prior
to termination of the appointment of the Agent.

2) Pension Investment Group Annuity Contracts

There is no vesting of commissions. Commissions or service fees for
these contracts are payable only when contributions are received prior
to termination of the appointment of the Agent and subject to the
other provisions of this contract.

2. Death or Total Disability

a. Prior to Age 70

If the Agent dies or becomes and remains totally disabled prior to age 70,
the following shall be payable:

<S> <C> <C>
1) Individual Life, Disability Income and All service fees and renewal commissions through the
Long Term Care Policies. 10th policy year.

2) Group Insurance. All first policy year commissions.

3) Annuity Contracts (except Legacy) All service fees through the 10th annuity contract or
certificate year.

4) Legacy Annuity Contracts All service fees through the 7th annuity contract or
certificate year.

5) Group Annuity Contracts issued by All first year commissions.
Pension Investment Department.
</TABLE>

b. At or After Age 70

If the Agent dies or becomes and remains totally disabled at or after age
70, the following service fees and commissions shall be payable:

<S> <C> <C>
1) Individual Life, Disability Income and All service fees and renewal commissions through the
Long Term Care Policies. 10th policy year.

2) Group Insurance. All first policy year commissions.

3) Annuity Contracts All service fees through the 5th annuity contract or
certificate year.

4) Group Annuity Contracts issued by All first year commissions.
Pension Investment Department.
</TABLE>

The term "total disabled" as used in this provision shall mean the complete
inability of the Agent to engage in any or every occupation for a wage or
profit for which the Agent is or becomes reasonably qualified by training,
education or experience.

Rev. (10/95) Form 1185 - B-1
<PAGE>

3. Compensation

a. Individual Life, Disability Income and Long Term Care

1) Service Fees

No service fees shall be payable after termination of the Agent's
appointment, except as provided for in B(2)(a) or B(2)(b) above.

2) Universal Life

I. Commissions will be earned on any net increase by original Agent
only if the policy is increased through the efforts of original
Agent. A net increase is defined as an increase in "Specified
Amount" over the previous highest "Specified Amount." This
definition may vary by product.

II. No commissions will be paid on flat extras payable for less than
10 years.

III. There will be a pro rata charge back on first year policy
terminations or decreases to recover commissions.

IV. When more than half of the percent of premium charge shown on the
universal life policy schedule is either waived or matched by an
immediate credit to the policy value, no commission or service
fee is normally payable. If a commission or service fee is
allowed in accordance with the rules in force at the time the
premium is paid, the Agent shall repay to Lincoln National, on
demand, any commission or service fee received on such premium if
there is a withdrawal from, lapse of, or surrender of the
universal life policy within 5 years of receipt of such premium.

3) Commission Schedule

The Individual Life and Disability Income rates shall apply to
policies issued for not less than Lincoln National's established
minimum amount for the policy plan involved, except that with respect
to insurance policies other than Universal Life issued at ages over 65
(age 55 for Nonparticipating Pension Whole Life) the first year
commission shall not exceed in amount the first year commission for
the same policy plan and amount issued at age 65 (age 55 for
Nonparticipating Pension Whole Life).

Renewal commissions only shall be payable on Disability Income
policies for issue ages 61 and over.

Commissions on term riders will be as set forth in the commission
schedule, otherwise they will be paid at the rate prescribed for the
policy to which the rider is attached.

For conversion to Universal Life, exercised without evidence of
insurability, of any term insurance which was originally issued by a
company other than Lincoln National Life, the Commissionable Premium
rate will apply only to the first $1,000,000 of Specified Amount for
the Universal Life policy. The "Excess Premium" rate will be applied
to any premiums received in excess of the Commissionable Premium
corresponding to $1,000,000 of Specified Amount.

Rev. (10/95)

B-2 - Form 1185
<PAGE>

Pages B-3 through B-21, which represent the schedules of upfront compensation
for insurance products other than variable annuities have been omitted.

<PAGE>

Compensation (cont.)

c. Annuity Contracts - Old LNL annuities

1) Individual Fixed Annuity (IFA), Individual Variable Annuity (IVA),
Group Variable Annuity (GVA) - Except Variable Annuity Fund 3

For each sale of a periodic payment contract a commission of 3% shall
be paid on each deposit, excluding non-recurring lump sum deposits
(see 3 I and 3 II below), as it is received under the contract during
the first contract year. In second and subsequent contract years,
service fees of 3% shall be paid on each deposit as it is received
under the contract.

2) Group Variable Annuity Fund 3 Contracts (not applicable to Pension
Flexible Annuity Contract)

For periodic payment GVA Fund 3 contracts, a first year commission
shall be payable on the lesser of (i) the amount of annualized
contributions expected to be received in the first contract year and
expected to recur in subsequent contract years as stated on the
application, or (ii) $5,000 at the rates shown below:

Age at Issue Rates
-------------------------------------
<S> <C>
55 & under 9%
56 8
57 7
58 6
59 5
60 4
61 & over 3
</TABLE>

3) Single Payment Contracts or Contributions

I. Variable Annuity Fund 3 (not applicable to the Pension Flexible
Annuity Contract)

For single payment deferred contracts or for single payment
contributions under periodic payment contracts (those
contributions which have been assessed a single payment load) a
commission of 2% of the amount of the single payment contribution
shall be paid. For single payment immediate contracts, a
commission of 1 1/2% of the amount of the single payment
contribution shall be paid.

II. Other Annuity Contracts

For single payment contracts or for single payment contributions
under periodic payment contracts (those contributions which have
been assessed a single payment load under the load contract or
which would be subject to a single payment surrender charge under
the no front-end load contract), a commission equal to 1% of the
single payment contribution shall be paid.

4) Cash Flow Commissions on GVA Fund 3 (not applicable to the Pension
Flexible Annuity Contract)

I. A level commission at the rates itemized below shall be payable
on the amount of contributions, excluding single payment
contributions, in any certificate or contract year which is in
excess of the amount of contributions on which the commission in
paragraph b II above was paid. The level commission will be paid
as contributions, in excess of the amount of contributions on
which the commission in paragraph b II above was paid, are
received and its rate will vary depending upon the load rate
(sales and administrative expense charge) actually being assessed
against those contributions according to the following:

Load Rate Charged Commission Rate
-----------------------------------------
<S> <C>
5.25% 3.00%
4.25 2.40
3.75 2.10
3.25 1.85
2.75 1.60
2.25 1.35
</TABLE>

This level commission is payable only on contributions received
by Lincoln National prior to the termination of the appointment
of the Agent.

Rev. (1/94)

B-22 - Form 1185
<PAGE>

Compensation (cont.)

II. For contributions (other than single payment contributions) received
in any certificate or contract year up to the amount of contributions
on which the commission in paragraph b II was paid, a commission at
the rate of 1% of such contributions shall be payable as such
contributions are received. This cash flow commission is payable only
on contributions received by Lincoln National prior to the termination
of the appointment of the Agent.

III. If a certificate or contract is cancelled, the commissions paid shall
be charged back against the account of the Agent. If contributions
cease during the first two years a certificate or an unallocated-type
contract is in force, commissions paid under paragraph b II above
shall be charged back against the account of the Agent, and a
commission at the rate of 2% shall be payable on the amount of such
contributions actually received in addition to the 1% commission
already paid.

5) Pension Flexible Annuity Contract

---------------------------------------------------------------------------
Amount of Deposit
Received in Initial and Any Commission
Subsequent Contract Years
---------------------------------------------------------------------------
<S> <C> <C>
On the First $ 25,000 3.00%
---------------------------------------------------------------------------
On the Excess over 25,000
But not over 50,000 1.00
---------------------------------------------------------------------------
On the Excess over 50,000
But not over 100,000 .70
---------------------------------------------------------------------------
On the Excess over 100,000
But not over 500,000 .50
---------------------------------------------------------------------------
On the Excess over 500,000
But not over 1,000,000 .20
---------------------------------------------------------------------------
On the Excess over 1,000,000 .10
---------------------------------------------------------------------------
</TABLE>

6) Honeymoon Clause

Under all Fund A Contracts, excluding those used to fund Pension and Profit
Sharing Plans, and all Fund B Contracts, the surrender value of the fixed
portion of the contract or certificate is the greater of the fixed
accumulated value or the fixed gross contributions. If a contract or
certificate under such a contract is surrendered at a time when the fixed
gross contributions exceed the fixed accumulated value, one-half of the
excess of the fixed gross contributions over the fixed accumulated value
shall be charged back against the account of the Agent. This chargeback
shall be in addition to any other chargebacks provided for the contract.

7) Selling Agents

Where, in the judgment of Lincoln National, one or more agents has
performed extraordinary services in the procurement, solicitation and/or
servicing of a Group, Lincoln National may require other agents enrolling
participants thereunder to share a specified portion of the commissions
payable under this section with the agents who have performed such
services. Such agents shall be referred to as "selling agents."

8) Resumption of Contributions

If a new agent is involved in the resumption of contributions from paid-up,
terminated or cancelled Contracts, or after a participant changes
employers, Lincoln National reserves the right to pay a portion or all
future commissions/service fees to the new agent.

Rev.(2/94)

Form 1185 - B-23
<PAGE>

Compensation (cont.)

d. Annuity Contracts - New LNL annuities

1) Individual Variable Annuity (Multi-Fund) Contracts

I. Tax Sheltered {403(b)} and Deferred Compensation (457 plans only)
Markets

For each sale of a periodic payment Multi-Fund Contract in these
markets a commission shall be paid on the expected recurring
annualized premium (not to exceed $9,500) upon receipt of the
first periodic payment. In addition, a commission shall be paid
on each deposit as it is received under the contract during the
first contract year. In the second and subsequent contract years,
service fees shall be paid on deposits as received in each
contract year. The commission/service fee rates are:

<TABLE>
<CAPTION>
=======================================================================================
Cash Flow Cash Flow
Commission Rate On Rate on First Rate on Deposits in
Contract Annualized Premium $9,500 of Deposits Excess of $9,500 in
Issue Age Up to $9,500 In each Contract Year Each Contract Year
---------------------------------------------------------------------------------------
<S> <C> <C> <C>
54 or Below 4% 2.25% 4%
---------------------------------------------------------------------------------------
55 or Above 0% 3.25% 4%
=======================================================================================
</TABLE>

II. All Other Markets

For each sale of a periodic payment Multi-Fund Contract a
commission of 4% shall be paid on each deposit as it is received
under the contract during the first contract year. In second and
subsequent contract years, service fees of 4% shall be paid on
each deposit as it is received under the contract.

2) Individual Fixed Annuity (IFA) Contracts

I. Tax Sheltered Annuity {403(b)} Market

For each sale of a periodic payment IFA Contract in this market a
commission shall be paid on the expected recurring annualized
premium (not to exceed $9,500) upon receipt of the first periodic
payment. In addition, a commission shall be paid on each deposit
as it is received under the contract during the first contract
year. In the second and subsequent contract years, service fees
shall be paid on deposits as received in each contract year. The
commission/service fee rates are:

<TABLE>
<CAPTION>
=======================================================================================
Cash Flow Cash Flow
Commission Rate On Rate on First Rate on Deposits in
Contract Annualized Premium $9,500 of Deposits Excess of $9,500 in
Issue Age Up to $9,500 In each Contract Year Each Contract Year
---------------------------------------------------------------------------------------
<S> <C> <C> <C>
54 or Below 4% 1.50% 3%
---------------------------------------------------------------------------------------
55 or Above 0% 2.50% 3%
=======================================================================================
</TABLE>

II. All Other Markets

For each sale of a periodic payment IFA Contract a commission of
3% shall be paid on each deposit as it is received under the
contract during the first contract year. In second and subsequent
contract years, service fees of 3% shall be paid on each
deposit as it is received under the contract.

3) Group Fixed Annuity (GFA) Contracts

I. Deferred Compensation (457 plans only) Market

For each sale of a periodic payment GFA Contract in this market a
commission equal to 4% of the expected recurring annualized
premium (not to exceed $9,500) shall be paid upon the receipt of
the first periodic payment. In addition, a commission of 1.50%
shall be paid on each deposit up to $9,500 as it is received
under the contract during the first contract year and a
commission of 3% shall be paid on each deposit in excess of
$9,500 as it is received under the contract during the first
contract year. In the second and subsequent contract years,
service fees of 1.50% shall be paid on the first $9,500 of
deposits as received in each contract year and service fees of 3%
shall be paid on deposits in excess of $9,500 as received in each
contract year.

II. All Other Markets

For each sale of a periodic payment GFA contract commission of 3%
shall be paid on each deposit as it is received under the
contract during the first contract year. In second and subsequent
contract years, service fees of 3% shall be paid on each deposit
as it is received under the contract.

Rev. (2/94)

B-24 - Form 1185
<PAGE>

Compensation (cont.)

4) Group Fixed Annuity (GFA) Rolling Surrender Charge Contracts

I. Deferred Compensation Market

For each sale of a periodic payment GFA Rolling Surrender Charge
Contract commission of 2.25% shall be paid on each deposit as it
is received under the contract during the first contract year.
In second and subsequent contract years, service fees of 2.25%
shall be paid on each deposit as it is received under the
contract.

5) American Legacy Annuity Contracts

I. The American Legacy Individual Annuity Contracts (ALA-I) - Tax
Sheltered Annuity {403(b)} and Deferred Compensation (457 plans
only) Markets

For each sale of an ALA-I Contract in these markets, a
commission of 2.00% shall be paid on each deposit as it is
received under the Contract during the first contract year. In
the second and subsequent contract years, service fees of 2.00%
shall be paid on each deposit as it is received under the
Contract. Additional asset-based service fees equal to 0.25% on
an annual basis shall be paid quarterly in the second and
subsequent contract years on the value of all deposits which have
been in the Contract for fifteen months or more at the time of
payment.

II. The American Legacy Individual Annuity Contracts (ALA-I) - All
Other Markets

For each sale of an ALA-I Contract in these markets a commission
of 2.50% shall be paid on each deposit as it is received under
the Contract during the first contract year. In the second and
subsequent contract years, service fees of 2.50% shall be paid on
each deposit as it is received under the Contract. Additional
asset-based service fees equal to 0.25% on an annual basis shall
be paid quarterly in the second and subsequent contract years on
the value of all deposits which have been in the Contract for
fifteen months or more at the time of payment.

III. American Legacy-II Individual Annuity (ALA-II) Contracts

According to the following table, a commission shall be paid on
each deposit as it is received under the Contract:

Annuitant's Age at Issue Commission Rate
----------------------------------------------
<S> <C>
80 or Below 3.00%
81 or Above 1.75%

</TABLE>

Additional asset-based service fees equal to 0.25% on all annual
basis shall be paid quarterly in the second and subsequent
contract years on the value of all deposits which have been in
the Contract for fifteen months or more at the time of payments.

IV. ALA-I and ALA-II Contracts

With respect to each contract year's purchase payments, an annual
2.24% (0.30% for American Legacy II) persistency bonus will be
paid on any "Increased Guaranteed Minimum Death Benefit" amount
as defined in the annuity Contract. The first bonus will be
payable at the time the guaranteed minimum death benefit is
adjusted, which will be on the seventh contract anniversary of
each such purchase payment. Subsequent bonus payments will be
made for the next seven years on each applicable contract
anniversary date, provided the Contract remains in effect.

The amount of each bonus payment will remain constant during the
period unless the "Increased Guaranteed Minimum Death Benefit"
amount is reduced due to withdrawals. Withdrawals are applied to
reduce the "Increased Guaranteed Minimum Death Benefit" amount on
a first-in first-out basis, so subsequent bonus payments would be
reduced accordingly. The persistency bonus will not be paid on
Contracts that have been annuitized.

V. American Legacy Group II (ALG-II) Annuity Contracts

For each sale of an AGL-II contract, a commission of 1.75% shall
be paid on each deposit as it is received under the Contract
during the first contract year. In the second and subsequent
contract years, service fees of 1.75% shall be paid on each
deposit as it is received under the Contract. Additional asset-
based service fees equal to 0.25% on an annual basis shall be
paid quarterly in second and subsequent contract years on the
value of all deposits which have been in the Contract for fifteen
months or more at the time of payment.

VI. American Legacy Retirement Investment Plan (AL-RIP) Annuity
Contracts

For each sale of an AL-RIP Contract, a commission of 1.80% shall
be paid on each deposit as it is received under the Contract
during the first contract year. In the second and third contract
years, a service fee of 1.20% shall be paid on each new deposit
as it is received under the Contract. An asset-based service fee
equal to 0.25% on an annual basis shall be paid quarterly in the
fourth and subsequent contract years on the value of all deposits
in the Contract at the time of payment.

Rev. (11/96)

Form 1185 - B-25

<PAGE>

Compensation (cont.)

6) Single Payment Contracts, Flexible Premium Contracts and Lump Sum
Deposits to Periodic Payment Contracts (A Lump Sum Deposit shall be
defined as a non-recurring amount in excess of the expected recurring
annualized premium which is clearly identified as a lump sum deposit
when submitted and which is submitted separately from the regular
salary reduction deposits.)

(a) Periodic Multi-Fund Contracts (MF-1) 4.00%

(b) Single/Flexible Premium Multi-Fund Contracts (MF-2) 4.00%

(d) Periodic Individual Fixed Annuity Contracts (IFA-1) 4.00%

(e) Single/Flexible Premium Individual Fixed Annuity
Contracts (IFA-2) 4.00%

(f) Modified Single/Flexible Premium Individual Fixed
Annuity Contracts (IFA-3) 3.00%

(g) Group Fixed Annuity Contracts 3.00%

(h) Single Premium Immediate Fixed Annuity Contracts 3.00%*

(i) Single Premium Immediate Variable Annuity Contracts
Non Life Contingent Option
3-10 Years Designated Period 1.50%*
11 + Years Designated Period 3.00%*
Life Contingent Option 3.00%*

For Lump Sum deposits to Periodic Payment Contracts {d(9)(a) and
d(9)(d)}, a 1% chargeback will apply on contracts annuitized within
the first twelve months after the lump sum is received. For Flexible
Premium Contracts {d(9)(b) and d(9)(e)}, a 1% chargeback will apply
to all purchase payments annuitized within twelve months after they
are deposited into the contract.

* Indicates standard commission paid on non-Lincoln National annuity
funds. The commission on contracts purchased with Lincoln National
annuity funds will depend on the duration of the existing Lincoln
National annuity contracts and the surrender charge schedule, if any,
in effect.

7) Chargebacks on Single Payment Contracts and Flexible Premium Contracts

The commissions shown in d(9)b-c and d(9)e-g, are subject to a
chargeback for contracts issued to annuitants age 81 and older. The
chargeback applies at the death of the annuitant according to the
following schedule:

PRODUCT

=====================================================================
Death in d(9)b & d(9)e d(9)c & d(9)f d(9)g
Contract Year
---------------------------------------------------------------------
<S> <C> <C> <C>
1 4.00% 3.00% 3.00%
---------------------------------------------------------------------
2 4 00 3.00 3.00
---------------------------------------------------------------------
3 4.00 3.00 3.00
---------------------------------------------------------------------
4 2.00 2.00 1.50
---------------------------------------------------------------------
5 2.00 2.00 1.50
---------------------------------------------------------------------
6 or more 0 0 0
=====================================================================
</TABLE>

8) Selling Agents

Where, in the judgment of LNL, one or more agents has performed
extraordinary services in the procurement, solicitation and/or
servicing of a Group, LNL may require other agents enrolling
participants thereunder to share a specified portion of the
commissions payable under this section with the agents who have
performed such services. Such agents shall be referred to as "selling
agents." LNL may discontinue commissions and service fees to the
selling agent if in the judgment of LNL, the selling agent is no
longer actively servicing the Group.

Rev. (10/95)

B-26 - Form 1185
<PAGE>

Compensation (cont.)

12) Resumption of Contributions

If a new agent is involved in the resumption of contributions from
paid-up, terminated or cancelled contracts, or after a participant
changes employers, LNL reserves the right to pay a portion or all
future commissions/service fees to the new agent.

13) Service Fees

While this contract is in force, for each contract year subsequent to
the first in which the Agent continues to actively service the annuity
contract, the Agent will be eligible to receive service fees on annual
recurring deposits received in each contract year, except as indicated
in subsection d(6). LNL shall be the sole judge of whether the Agent
continues to actively service the annuity contract and is entitled to
receive service fees and commissions on the contract.

14) The Agent's commission account may be charged with any loss resulting
from the Agent's actions which are not in accordance with the client's
instructions. These actions would typically be failure to promptly
notify LNL of a change requested by the client or submitting incorrect
instructions.

15) With the prior notification to the Agent by LNL, the Agent may receive
compensation at rates different than those shown above. Submission of
business subsequent to such notification constitutes acceptance of the
commission modification.

Rev. (2/94)
Form 1185 - B-27
<PAGE>

Compensation (cont.)

e. Pension Investment Group Annuity Contracts

1) The following schedules show the basic commission rates applicable to
certain group annuity contracts. Where applicable, contract year shall
be as defined in the specific group annuity contract.

2) Contract Types

I. Lincoln Life Director(TM) Contract

Various commission schedules are available based on the level of
services provided and the fee structure contained in the specific
Lincoln Life Director(TM) contract. The schedule used with each
case will be subject to LNL's approval.

NET RATE ALLOCATED
------------------

Deposit Based
Commission

Schedule 1. 3%
Schedule 2. 2%

Asset Based
Commission

Schedule 3. .50%
Schedule 4. .25%

ALLOCATED
---------
<TABLE>
<CAPTION>
Deposit Based Asset Based Deposit Based Asset Based
Commission Commission Years 1 & 2 Years 3+
<S> <C> <C> <C> <C> <C> <C>
Schedule 3. 3% Schedule 7. 0.50% Schedule 10. 2% 0.25%
Schedule 4. 2% Schedule 8. 0.25% Schedule 11. 1%/1/ 0.25%/2/
Schedule 5. 1% Schedule 9. 0.00% Schedule 12. 1% 0.35%.
Schedule 6. 0%
</TABLE>

UNALLOCATED
-----------

<TABLE>
<CAPTION>
Deposit Based Asset Based Deposit Based Asset Based
Commission Commission Years 1 & 2 Years 3+
<S> <C> <C> <C> <C> <C> <C>
Schedule 13. 4% Schedule 18. 0.50% Schedule 21. 2% 0.25%
Schedule 14. 3% Schedule 19. 0.25% Schedule 22. 1%/1/ 0.25%/2/
Schedule 15. 2% Schedule 20. 0.00% Schedule 23. 1% 0.35%
Schedule 16. 1%
Schedule 17. 0%
</TABLE>

/1/ Deposit Based Year 1
/2/ Asset Based Years 2+

Rev. (4/96)

B-28 - Form 1185

<PAGE>

Compensation (cont.)

UNALLOCATED GRADED I
--------------------
<TABLE>
<S> <C> <C> <C>
DEPOSIT BASED

Schedule 24 $ 0 - $ 50,000 3.00%
50,000 - 100,000 2.00%
100,000 - 200,000 1.00%
200,000 - 500,000 0.50%
500,000 - 1,000,000 0.20%
OVER - 1,000,000 0.10%

ASSET BASED

Schedule 25 $ 0 - $ 250,000 0.50%
250,000 - 500,000 O.30%
500,000 - 1,000,000 0.25%
1,000,000 - 3,000,000 0.20%
3,000,000 - 5,000,000 0.15%
OVER - 5,000,000 0.10%

Schedule 26 No Commission.

UNALLOCATED GRADED II
---------------------
Minimum $1,000,000
First Year Deposit

DEPOSIT BASED

Schedule 27 $ 0 - $1,000,000 1.00%
OVER - 1,000,000 0.50%

ASSET BASED

Schedule 28 $ 0 - $1,000,000 0.40%
1,000,000 - 3,000,000 0.20%
3,000,000 - 5,000,000 0.15%
OVER - 5,000,000 0.10%
</TABLE>

For each of the above deposit based commission schedules, the applicable
schedule shall apply to the total deposits received during each contract
year. For each of the above asset based commission schedules the rates
shown are annual rates, and the applicable schedule shall apply to the
assets in the Lincoln Life Director(TM) contract during each contract year.

Rev. (10/95)

Form 1185 - B-29
<PAGE>

Compensation (cont.)

II. DC Manager

The Agent may elect to receive commissions under any one of the
following schedules:

Schedule 1 5% commission paid on first year deposits as they are
received. Asset-based service fees equal to .5% on an
annual basis shall be paid quarterly in the second and
subsequent contract years on the average assets in the
contract during the contract year.

Schedule 2 3% commission paid on all deposits as they are received.

Schedule 3 No commission.

III. Money Manager

Deposits Commission Rate
Deposit Based

$ 0 - $ 25,000 2.50%
25,000 - 50,000 1.00%
50,000 - 100,000 0.70%
100,000 - 500,000 0.50%
500,000 - 1,000,000 0.20%
OVER - 1,000,000 0.10%

The above schedule shall apply to the total deposits received during
each contract year.

IV. Money Manager II

Deposits Commission Rate
Deposit Based

$ 0 - $ 50,000 3.00%
50,000 - 100,000 2.00%
100,000 - 200,000 1.00%
200,000 - 500,000 0.50%
500,000 - 1,000,000 0.20%
1,000,000 - 2,000,000 0.10%
-------------------- ----
OVER - 2,000,000 0.00%

The above schedule shall apply to the total deposits received during
each contract year.

Rev. (10/95)

B-30 - Form 1185
<PAGE>

Compensation (cont.)

V. Target Funding, Target Plus, Money Builder, Target Return Annuity
Contract, Capital Funding Agreement, Focused Funding, Insured Funding
I, Insured Funding II, Insured Funding III, Insured Funding IV,
Earnings Plus and any contract made available in the future unless a
different schedule exists for a specific contract type.

Deposits Commission Rate

$ 0 - $ 5,000,000 0.20%
OVER - 5,000,000 0.10%

The above schedule shall be applied to the total deposits received
over the duration of each contract.

VI. Deposit Administration Group Annuity, Group Annuity Investment
Contract, Pension Annuity Investment Contract and Immediate
Participation Guarantee Contracts.

Contracts Eff. Contracts Eff.
Deposits After 7/1/78 Prior 7/1/78
Commission Rate Commission Rate

$ 0 - $ 50,000 1.30% 1.00%
50,000 - 100,000 0.40% 0.40%
100,000 - 500,000 0.40% 0.40%
500,000 - 1,000,000 0.20% 0.20%
1,000,000 - 2,000,000 0.10% 0.10%
2,000,000 - 5,000,000 0.05% 0.10%
OVER - 5,000,000 Refer to Home Office

The above schedule shall apply to the total deposits received during
each contract year.

3) While this contract is in force and while the Agent continues to actively
service the group annuity contract, the Agent shall be eligible to receive
commissions based on the appropriate schedule above. LNL may or may not
rely on instructions from a client, and LNL shall be the sole judge of
whether the Agent is entitled to receive commissions on the contract.

4) LNL has the right to not pay commissions on assets transferred from any
other product by LNL.

5) With the prior written approval of the Agent and LNL, the Agent may receive
commissions at rates different than those expressed in the above schedules.
If the amount payable is more than would be payable using the appropriate
schedules, the Agent must notify the owner of the contract in writing of
such fact before LNL shall agree to pay said commission. Further, LNL and
the Agent will agree in writing to waive the above schedule and state the
terms of the mutually agreed schedule.

6) LNL has the right to charge the Agent for any commissions paid on deposits
withdrawn within 90 days of the deposit date.

Rev. (10/95)

Form 1185 - B-31
<PAGE>

Compensation (cont.)

f. Production Bonus

The PRODUCTION BONUS for a given calendar year will be based on the
ELIGIBLE COMMISSIONS earned during that calendar year and will be paid
in a lump sum during the first quarter of the following year. The
agent must have an active contract with LNL at the time of payment to
receive a PRODUCTION BONUS.

ELIGIBLE COMMISSIONS earned in a given calendar year are the sum of
the first year commissions on the commission statements for the agent
for that calendar year and identified as Individual Products
(excluding Long Term Care, Moneyguard and Spectrum EG).

If the effective date of contract is prior to July 1 of the initial
calendar year, a prorated PRODUCTION BONUS will be calculated as
follows (the result of each step is the input for the next step):

(1.) Multiply the ELIGIBLE COMMISSIONS by 12;

(2.) Divide by the number of months contract was in force that
year;

(3.) Calculate the PRODUCTION BONUS using the formula given
below;

(4.) Multiply by the number of months used in (2);

(5.) Divide by 12.

If the effective date of contract is July 1, or later, of the initial
calendar year, no PRODUCTION BONUS will be calculated or paid for the
first initial calendar year. Instead, all ELIGIBLE COMMISSIONS earned
in the initial calendar year will be added to the ELIGIBLE COMMISSIONS
earned in the next calendar year and the sum will be used for the
first PRODUCTION BONUS calculation. The eligible commission level will
be the amount required for the first full calendar year.

If the agent is a Corporate agent containing more than one individual
holding an agent's contract with LNL, the PRODUCTION BONUS for the
agent is the sum of the PRODUCTION BONUSES calculated for the
individual members separately. That is, the PRODUCTION BONUS for each
individual member will be calculated using his/her ELIGIBLE
COMMISSIONS and the sum of the PRODUCTION BONUSES for all individual
members will be paid to the Corporate agent.

The PRODUCTION BONUS formula is:

----------------------------------------------------------------------
Eligible Commissions* Production Bonus
----------------------------------------------------------------------
$ 25,000 - 49,999 40% on excess over 20,000 + 4,450
----------------------------------------------------------------------
50,000 - 99,999 45% on excess over 50,000 + 16,450
----------------------------------------------------------------------
100,000 and over 50% on excess over 100,000 + 38,950
----------------------------------------------------------------------

* The Agent must have Eligible Commissions which equal or exceed the
minimum amount stated above for a given calendar year to be eligible
for a Production Bonus for that year. In addition, the agent must have
an affiliation with an RMO to be eligible for Production Bonus.

Rev. (10/95)

B-32 - Form 1185
<PAGE>

Compensation (cont.)

9. Persistency Bonus

There will be separate PERSISTENCY BONUSES for Individual Life business and
Personal and Business Disability Income business. For a given calendar year each
PERSISTENCY BONUS will be based on the ELIGIBLE ANNUALIZED INDIVIDUAL LIFE
PREMIUM or the ELIGIBLE ANNUALIZED DISABILITY PREMIUM, respectively, and paid
during the first quarter of the following year.

ELIGIBLE ANNUALIZED INDIVIDUAL LIFE PREMIUM for a given calendar year is the
sum, at the end of that year, of all annualized premium on Individual Life
business (excluding Universal Life, Single Premium Whole Life, Paid-Up Additions
Purchase Rider, Lincoln Life 10 Year Term and Lincoln Life Renewing Term.) then
in force, written under this contract and which was issued by LNL during the
second prior calendar year.

ELIGIBLE ANNUALIZED DISABILITY PREMIUM for a given calendar year is the sum, at
the end of that year, of all annualized premium on Personal and Business
Disability Income business (excluding Return of Premium Rider) then in force,
written under this contract and which was issued by LNL during the second prior
calendar year.

To receive either PERSISTENCY BONUS, the Agent must have an active career
agent's contract with LNL at the time of payment.

If the Agent is a Corporate Agent containing more than one individual holding a
Agent's contract with LNL, the PERSISTENCY BONUS for the Agent is the sum of the
PERSISTENCY BONUSES calculated for the individual members separately. That is,
the PERSISTENCY BONUSES of each individual member will be calculated using
his/her ELIGIBLE ANNUALIZED INDIVIDUAL LIFE PREMIUM and ELIGIBLE ANNUALIZED
DISABILlTY PREMIUM and the sum of the PERSISTENCY BONUSES for all individual
members will be paid to the Agent.

The PERSISTENCY BONUS for a given year for Individual Life business is
calculated by applying the following schedule to the ELIGIBLE ANNUALIZED
INDIVIDUAL LIFE PREMIUM.

- --------------------------------------------------------------------------------
Eligible Annualized Individual Persistency Bonus
Life Premium
- --------------------------------------------------------------------------------
<S> <C>
$ 0 - 9,999 0%
- --------------------------------------------------------------------------------
10,000 - 14,999 5% on excess over $10,000
- --------------------------------------------------------------------------------
15,000 - 24,999 10% on excess over 15,000 + $ 250
- --------------------------------------------------------------------------------
25,000 - 39,999 15% on excess over 25,000 + 1,250
- --------------------------------------------------------------------------------
40,000 - 59,999 20% on excess over 40,000 + 3,500
- --------------------------------------------------------------------------------
60,000 - 79,999 25% on excess over 60,000 + 7,500
- --------------------------------------------------------------------------------
80,000 - 99,999 30% on excess over 80,000 + 12,500
- --------------------------------------------------------------------------------
100,000 and over 35% on excess over 100,000 + 18,500
- --------------------------------------------------------------------------------

</TABLE>

The PERSISTENCY BONUS for a given year for Personal and Business Disability
Income business is calculated by applying the following schedule to the
ELIGIBLE ANNUALIZED DISABILITY PREMIUM.

- --------------------------------------------------------------------------------
Eligible Annualized Disability Persistency Bonus
Premium
- --------------------------------------------------------------------------------
<S> <C>
- --------------------------------------------------------------------------------
$ 0 - 9,999 0%
- --------------------------------------------------------------------------------
10,000 - 14,999 5% on excess over $ 10,000
- --------------------------------------------------------------------------------
15,000 - 24,999 10% on excess over 15,000 + $ 250
- --------------------------------------------------------------------------------
25,000 - 39,999 15% on excess over 25,000 + 1,250
- --------------------------------------------------------------------------------
40,000 - 59,999 20% on excess over 40,000 + 3,500
- --------------------------------------------------------------------------------
60,000 - 79,999 25% on excess over 60,000 + 7,500
- --------------------------------------------------------------------------------
80,000 - 99,999 30% on excess over 80,000 + 12,500
- --------------------------------------------------------------------------------
100,000 and over 35% on excess over 100,000 + 18,500
- --------------------------------------------------------------------------------
</TABLE>

Rev. (10/95)

Form 1185 - B-33

<PAGE>

SECTION C. SPECIAL PROVISIONS BETWEEN LNC EQUITY SALES CORPORATION ("EQUITY
SALES") AND THE AGENT

1. Vesting

There is no vesting of commissions payable by Equity Sales to the Agent. No
commissions or other amounts shall be payable to the Agent with respect to
securities issued pursuant to a payment received by Equity Sales later than
one day after termination of the Agent's registration with Equity Sales.

2. Payments on Existing Customer's Account

Each payment on an existing customer's account for purchase of securities
shall be deemed a new application under this contract. The Agent who
obtained the original application shall be entitled to commissions on
subsequent payments only so long as the account or customer is assigned to
the Agent and the Agent is an active Agent of Equity Sales within the
territory in which the applicant resides at the time such payment is made.
In the event the applicant's residence is not within the territory assigned
to the original Agent, or if the original Agent has terminated, or if the
customer or account is no longer assigned to the original Agent, the
commissions on such subsequent payment shall thereafter be paid in
accordance with the then applicable rules and policies of Equity Sales.

3. Commissions Payable

The commission on any security product or service offered by Equity Sales
shall be based on meeting certain minimum production requirements. These
requirements will be determined and communicated annually. Those agents who
meet the minimum requirement will receive fifty percent (50%) of the net
concession for that specific product or service. Those agents who do not
meet the minimum shall receive forty percent (40%) of the net concession
for that specific product or service.

4. Charges to Agent's Commission Account

a. Any remissions paid or credited to the Agent by Equity Sales may be
charged back to the Registered Representative to the extent that:

1) such commissions are attributable to the uncompleted portion of a
pre-authorized or predated check or draft plan or to a dishonored
check or draft or similar instrument, or to an uncompleted
military allotment or payroll deduction or similar plan for the
systematic purchase of securities;

2) Equity Sales must return its dealer concession to the issuer or
distributor of securities pursuant to any selling group agreement
or other legal requirement.

b. The Agent's commission account may be charged with any loss resulting
from a "customer fail" involving a customer account under the Agent's
management at the time of the "fail." For purposes of this provision
the term "customer fail" shall be the failure of a customer to follow
through on an oral commitment to pay for a purchase or deliver
securities in settlement of a sale within a period of time specified
by regulation, industry practice or policy of Equity Sales.

Rev. (11/96)

Form 1185 - C-1
<PAGE>

SECTION D. SPECIAL PROVISIONS BETWEEN LINCOLN NATIONAL HEALTH AND CASUALTY
INSURANCE COMPANY AND THE AGENT

1. Vesting

Commissions are payable without regards to termination of the Agent's
appointment.

Service fees are payable in accordance with the applicable schedule only if
at the time of payment the Agent maintains, in the opinion of LNH&C,
effective control over the continuance of the policy in force.

2. Death or Total Disability

First policy year commissions are payable regardless of age or disablement.

3. Compensation Payable

Commission payable is in accordance with all terms and conditions shown
under Section A and Section B 3 b - Group Insurance - of this contract.

Commissions or service fees with respect to increases in Health and
Casualty premium on an existing policy shall be payable to the agent of
record at the time of such increase, in accordance with the existing
practices of Lincoln National.

Rev. (2/94)
Form 1185 - D-1

<PAGE>

Exhibit 8

STATE STREET BANK AND TRUST COMPANY

CUSTODY FEE SCHEDULE
FOR
LINCOLN NATIONAL CAPITAL APPRECIATION FUND, INC.

I. PORTFOLIO CUSTODY

Maintain custody of fund assets. Settle portfolio purchases and sales.
Report buy and sell fails. Determine and collect portfolio income. Make
cash disbursements and report cash transactions in local and base currency.
Monitor corporate actions. Report portfolio positions. Withhold foreign
taxes. File foreign tax reclaims.

The fee shown below is an annual charge, billed and payable monthly, based
on month end assets of the funds.

A. INTERNATIONAL ASSETS

Group A Group B Group C Group D Group E

Germany Australia Austria Botswana Argentina
Euroclear Canada Belgium Brazil Bangladesh
Japan Denmark Finland China Bolivia*
Italy Indonesia Czech Republic Chile
New Zealand Ireland Ecuador Colombia
South Africa Malaysia Egypt Cyprus
Switzerland Mexico Ghana Greece
U.K. Netherlands Israel Hungary
France Norway Kenya India
Hong Kong Philippines Luxembourg Jamaica*
Portugal Morocco Jordan
Singapore Sri Lanka Mauritius
Spain Taiwan Namibia
Sweden Trinidad & Tobago* Pakistan
Thailand Turkey Peru
Zambia Poland
Zimbabwe Slovakia*
South Korea
Tunisia*
Uruguay
Venezuela
*Not 17F-5 at this time

<PAGE>

Holding Charges in Basis Points (Annual Fee)
--------------------------------------------

GROUP A GROUP B GROUP C GROUP D GROUP E

2.25 5.0 10.0 35.0 45.0

Transaction Charges
-------------------

GROUP A GROUP B GROUP C GROUP D GROUP E

$ 25 $ 25 $ 35 $ 100 $ 125

B. DOMESTIC ASSETS

Holding Charge in Basis Points (Annual Fee
------------------------------------------

Group Net Assets .25

Transaction Charges Standard
------------------- --------

State Street Bank Repos or FX No Charge
DTC or Fed Book Entry $ 5.00
New York Physical Settlements $20.00
Physical Maturity Collections $ 8.00
PTC Purchase, Sale, Deposit or Withdrawal $ 9.00
Third Party FX $50.00
Option charge for each option written or closing
contract, per issue, per broker $25.00
Option expiration or exercised charge, per issue, per broker $15.00
Futures transaction -- no security movement $ 8.00
Other $20.00

II. SPECIAL SERVICES

Fees for activities of a non-recurring nature such as fund consolidations
or reorganizations, extraordinary security shipments and the preparation of
special reports will be subject to negotiation. Fees for Interchange
technology and applications specialized training, communication lines,
computer hardware and software, and other special items will be negotiated
separately.
<PAGE>

III. OUT-OF-POCKET EXPENSES

A billing for the recovery of applicable out-of-pocket expenses will be
made as of the end of each month. Out-of-pocket expenses include, but are
not limited to the following:

- Telephone - Transfer Fees
- Wire Charges ($5.25 in and $5 out) - Sub-custodian Charges
- Postage and Insurance - Price Waterhouse Audit Letter
- Courier Service - Federal Reserve Fee for Return
- Duplicating Check items over $2,500 (4.25 each)
- Legal Fees
- Supplies Related to Fund Records

IV. EARNINGS CREDIT

A balance credit equal to 75% of the 90-day Treasury Bill rate in effect
the last business day of each month will be applied to the Demand Deposit
Account balance, net of check redemption service overdrafts, on a prorated
basis against each fund's Custodian fees, excluding out-of-pocket expenses.
The balance credit will be cumulative and carried forward each month. Any
excess credit remaining at year-end (December 31) will not be carried
forward.

V. PAYMENT

The above fees will be charged against the fund's custodian checking
account five (5) days after the invoice is mailed to the fund's office.

---------------------------------------------------------------------------
LINCOLN NATIONAL AGGRESSIVE STATE STREET BANK
GROWTH FUND, INC. & TRUST COMPANY

By: /S/Walter W. Bonham, Jr. By: /S/Nancy Grady
------------------------- -------------------
Title: Assistant Treasurer Title: Vice President
---------------------- ----------------
Date 1/28/97 Date 1/16/97
---------------------------------------------------------------------------

<PAGE>

SERVICES AGREEMENT
------------------

(Exhibit B and Schedules Omitted)

THIS SERVICES AGREEMENT (the "Agreement") is made as of August 15, 1996, by
and among Delaware Management Holdings, Inc., a Delaware corporation
("Holdings"), Delaware Service Company, Inc., a Delaware corporation and a
wholly owned subsidiary of Holdings ("Delaware"), Lincoln National Life
Insurance Company, an Indiana insurance corporation ("Lincoln Life"), and each
of the investment companies listed in Exhibit A hereto, each a Maryland
corporation (together with any other investment company designated in accordance
with Section 5.1, the "Funds," or individually, a "Fund").

The parties hereto, in consideration of the mutual covenants hereinafter
expressed, agree as follows:

ARTICLE 1
DEFINITIONS
-----------

Section 1.1 Definitions. The following terms shall have the respective
meanings set forth in this Section 1.1 for all purposes of this Agreement except
where the application of such definitions is limited by reference in this
Section 1.1 to a specific Article of this Agreement (such definitions to be
equally applicable to both the singular and plural forms of the terms herein
defined):

"Acceptance Test" means a test, reasonably acceptable to Lincoln Life,
Delaware and the Funds, of the performance of the Value Calculation Services for
the Accounts included in the respective Phases, to be conducted in accordance
with Article 4.

"Accounting Services" means the services listed in the Cutover Schedule
with respect to the Accounts.

"Accounts" means the Funds and the Separate Accounts, collectively.

"Affiliate" means, with respect to any entity, any other entity
controlling, controlled by or under common control with such entity.

"Business Day" means a day on which the New York Stock Exchange is open for
trading.

"Calculation Losses" means any losses suffered by a Contractowner, Third
Party Administrator, Fund or Separate Account directly caused by an error in a
Net Asset Value or Unit Value, or by the delivery to Lincoln Life or any Fund of
a Net Asset Value or Unit Value after the applicable deadline provided for in
Section 2.1; provided, however, that such losses shall not include any
consequential damages.
<PAGE>

"Contractowner" means the present or former owner of an insurance or
annuity contract supported by a Separate Account, or any beneficiary or
annuitant thereof.

"Cutover Date," with respect to any Phase, means the date, which shall be a
Business Day, on which Delaware actually commences providing the Accounting
Services with respect to such Phase in accordance with Section 4.2. The planned
Cutover Date for each Phase is set forth in the Cutover Schedule.

"Cutover Schedule" means Schedule 1.1(a) hereto, which sets forth the
accounting services to be rendered pursuant to this Agreement and the planned
Cutover Dates, as such Schedule may be amended from time to time pursuant to
Section 16.1.

"Delaware" has the meaning set forth in the preamble to this Agreement.

"Delaware Affiliate" means Holdings and any entity that is directly or
indirectly controlled by Holdings.

"Fee Schedule" means Schedule 6.1 hereto, as such Schedule may be amended
from time to time pursuant to Section 16.1.

"Fund" has the meaning set forth in the preamble to this Agreement.

"Holdings" has the meaning set forth in the preamble to this Agreement.

"Lincoln Affiliate" means any Affiliate of Lincoln Life other than a
Delaware Affiliate.

"Lincoln Life" has the meaning set forth in the preamble to this Agreement.

"Net Asset Value" means the daily net asset value per share of the
respective Funds for each Business Day, all determined in accordance with the
terms of the Cutover Schedule and with any applicable prospectus or regulatory
requirement.

"Phase" means a set of Accounts comprising the Phase I Accounts, the Phase
II Accounts or the Phase III Accounts.

"Phase I Account" means an Account designated as such on the Cutover
Schedule.

"Phase II Account" means an Account designated as such on the Cutover
Schedule.

"Phase III Account" means an Account designated as such on the Cutover
Schedule.

"Renewal Term" means each successive one-year term occurring
<PAGE>

after the expiration of the initial term of this Agreement as described in
Section 11.1.

"Separate Account" means a separate account of Lincoln Life identified as
such on the Cutover Schedule, and any additional separate account or sub-account
of Lincoln Life or any Lincoln Affiliate (or of any other person if Lincoln Life
or any Lincoln Affiliate has administrative responsibilities with respect to
such separate account or sub-account pursuant to any reinsurance agreement or
otherwise) designated in accordance with Section 5.1.

"Test Period" means, with respect to each Phase, a period of time prior to
the Cutover Date for such Phase, commencing on the date specified by Delaware
pursuant to Section 4.1 and having a duration of three weeks or such longer
period as may be determined pursuant to Section 4.1.

"Third Party Administrator" means an administrator of insurance or annuity
contracts acting on behalf of Contractowners.

"Unit Value" means the daily unit value per unit of the respective Separate
Accounts or sub-accounts thereof for each Business Day, all determined in
accordance with the terms of the Cutover Schedule and with any applicable
prospectus or regulatory requirement.

"Value Calculation Services" means those Accounting Services consisting of
or incidental to the calculation and communication of Unit Values and Net Asset
Values in accordance with the terms of this Agreement.

ARTICLE 2
SCOPE OF SERVICES; CUTOVER
--------------------------

Section 2.1 Scope of Services. Delaware shall provide the Accounting
Services to each of the Funds and to Lincoln Life with respect to each of the
Separate Accounts, all in accordance with the terms of this Agreement. Without
limiting the generality of the foregoing, from and after the Cutover Date for
each respective Phase, Delaware, no later than 6:00 p.m. (New York City time) on
each Business Day, shall in accordance with the terms of this Agreement provide
to Lincoln Life and to the Funds the Value Calculation Services for each of the
Accounts included in such Phase. In the event of any error in the Value
Calculation Services, the parties hereto will follow the procedures set forth in
Schedule 2.1, without prejudice to any other rights described in this Agreement.

Section 2.2 Cutover Schedule. Delaware, Lincoln Life and the Funds shall
use their respective best efforts to cause the Cutover Date to occur no later
than (a) August 15, 1996, with respect to the Phase I Accounts, (b) October 31,
1996, with
<PAGE>

respect to the Phase II Accounts and (c) January 1, 1997 with respect to the
Phase III Accounts.

ARTICLE 3
LINCOLN LIFE'S SUPPORT OBLIGATIONS
----------------------------------

Section 3.1 Provision of Data. Lincoln Life shall use its best efforts to
provide or cause to be provided to Delaware the data identified in Schedule 3.1
during the periods and in accordance with the procedures identified in such
Schedule, it being understood that Delaware shall not be responsible for any
Calculation Losses or other claims, suits, hearings, actions, damages,
liabilities, fines, penalties, costs, losses or expenses, including reasonable
attorney's fees, which any party may sustain or incur, directly or indirectly,
in each case to the extent caused by or arising from Lincoln Life's failure to
provide such data in accordance with such Schedule 3.1.

Section 3.2 Data to Be Provided by Third Parties. With respect to each of
the mutual funds identified in Schedule 3.2 as an available investment of one or
more of the Separate Accounts (other than mutual funds managed by Lincoln Life
or Delaware or their respective Affiliates) and each third party service
provider identified in such Schedule, Lincoln Life shall direct each of the
managers of such funds or such service provider, as the case may be, to provide
or cause to be provided to Delaware the data identified in Schedule 3.2 in
accordance with the procedures and time deadlines identified in such Schedule.

Section 3.3 Information for Periods Prior to Cutover Date. Lincoln Life
will provide appropriate financial and other information with respect to the
Accounts to Delaware, and will cooperate with Delaware, in connection with the
preparation of data for 1996 annual reports to Contractowner and other elements
of the Accounting Services that relate to periods prior to the Cutover Dates for
the respective Accounts. In addition, Lincoln Life will provide to Delaware
appropriate financial and other information regarding the Accounts for periods
prior to 1996 to the extent relevant to the performance of the Accounting
Services for 1996 and subsequent periods.

ARTICLE 4
ACCEPTANCE TEST; CUTOVER DATE
-----------------------------

Section 4.1 Acceptance Testing. Delaware shall notify Lincoln Life of the
date, which shall be a Business Day, on which the Value Calculation Services for
each respective Phase will be ready for the commencement of the Acceptance Test
for such Phase. During the Test Period for each Phase, Delaware, Lincoln Life
and the Funds shall cooperate in performing the Acceptance Test for such Phase,
and Delaware and Lincoln Life, respectively, shall use its best efforts to
remedy any failure in the performance of the Value Calculation Services caused
by such party. In the event that, during the Test Period with respect to any
Phase,
<PAGE>

performance of the Value Calculation Services is suspended for such Phase in
order to effect such remedy or for any other reason, the Test Period for such
Phase shall be extended by the number of days of such suspension. Further, if
at the date that would otherwise be the end of the Test Period for any Phase
Delaware is not performing the Value Calculation Services with respect to such
Phase to the reasonable satisfaction of Lincoln Life, and Lincoln Life shall so
notify Delaware, the Test Period shall be extended until the date on which
Lincoln Life notifies Delaware that the Value Calculation Services are being
performed to the reasonable satisfaction of Lincoln Life. All references in this
Section 4.1 to the performance of the Value Calculation Services shall refer to
the performance thereof in a test mode.

Section 4.2 Cutover Date. With respect to each Phase, upon the
termination of the Test Period, Lincoln Life, the Funds and Delaware shall
execute a written acknowledgment in the form of Exhibit B hereto confirming such
termination and specifying the Cutover Date, which shall be the Business Day
immediately following the date of such termination unless Lincoln Life, the
Funds and Delaware shall agree upon a different date.

ARTICLE 5
NEW ACCOUNTS; NEW INVESTMENT MANAGERS
-------------------------------------

Section 5.1 Additional Accounts. Lincoln Life may from time to time
designate (i) one or more additional investment companies or separate accounts
to constitute Funds or Separate Accounts, as the case may be, for all purposes
of this Agreement, or (ii) one or more newly established sub-accounts of any
Separate Account. Such designation shall be:

(a) subject to Delaware's consent, which shall not be unreasonably
withheld; provided, that such consent shall be considered to be
unreasonably withheld if Delaware does not make reasonable
efforts to accept such new investment companies, separate
accounts and sub-accounts, which efforts shall include, but not
be limited to, reasonable consideration of the expansion of
Delaware's infrastructure to handle such new investment
companies, separate accounts and sub-accounts; and

(b) evidenced by a writing executed by Lincoln Life, Delaware and, if
applicable, each such investment company, setting forth the name
of such investment company, separate account or new sub-account,
the applicable rate under the Fee Schedule that shall apply to
the Accounting Services for such investment company, separate
account or new sub-account, the effective date of the designation
thereof as a Fund, Separate Account or new sub-account, and any
other matters the parties wish to include.
<PAGE>

Notwithstanding clause (b) of the preceding sentence, if Delaware's performance
of the Accounting Services for such additional Funds, Separate Accounts, or sub-
accounts of such Separate Accounts would, in Delaware's reasonable opinion,
result in higher costs than the costs Delaware incurs for providing the
Accounting Services to the current Accounts, then the affected parties hereto
shall negotiate in good faith an addendum to the Fee Schedule for such
additional Funds, Separate Accounts and sub-accounts and Delaware shall not be
deemed to have unreason ably withheld its consent under clause (b) of this
Section 5.1 until such addendum has been agreed to. Except as otherwise
specified in such writing, from and after such effective date, Delaware shall
provide to such Fund, or to Lincoln Life with respect to a Separate Account or
new sub-account, the same Accounting Services as are specified in the Cutover
Schedule with respect to the other Funds, Separate Accounts or sub-account of a
Separate Account, as the case may be.

Section 5.2 New Investment Managers. If new investment managers are added
to provide investment advisory services to any of the Accounts, and Delaware's
performance of the Accounting Services is, as a result thereof, significantly
more costly to Delaware, the affected parties shall negotiate in good faith an
addendum to the Fee Schedule for such Accounts.

ARTICLE 6
FEES
----

Section 6.1 Accrual of Fees. From and after the Cutover Date with respect
to each Phase, Lincoln Life shall pay fees for the Accounting Services for each
of the Separate Accounts included in such Phase, and each Fund included in such
Phase shall pay fees for the Accounting Services for such Fund, in each case at
the respective rates per annum determined in accordance with the Fee Schedule.
Fees accrued pursuant to this Section 6.1 shall be payable in arrears on a
monthly basis.

Section 6.2 Payment of Fees by Lincoln Life. Delaware shall submit to
Lincoln Life an invoice for each month for all of the fees payable pursuant to
Section 6.1 with respect to each of the Separate Accounts, which invoice shall
be itemized to show the portion of such fees allocable to each of the Separate
Accounts in accordance with the Fee Schedule. Subject to the terms of this
Agreement, invoices for such fees shall be payable within 30 days of receipt.

Section 6.3 Payment of Fees by the Funds. Delaware shall submit to
each Fund, with a copy to Lincoln Life, an invoice for each month for all of the
fees payable pursuant to Section 6.1 with respect to such Fund. Subject to the
terms of this Agreement, invoices for such fees shall be payable within 30 days
of receipt.
<PAGE>

ARTICLE 7
STANDARD OF CARE; INDEMNIFICATION
---------------------------------

Section 7.1 Standard of Care. Delaware shall provide the Accounting
Services with a level of care equal to or greater than the level of care at
which it performs similar functions for mutual funds that are sponsored or
managed by any Delaware Affiliate, and in any event, Delaware shall always
exercise reasonable care in performing the Accounting Services.

Section 7.2 Indemnification

(a) Indemnification by Lincoln Life. Lincoln Life shall indemnify,
defend and hold harmless Delaware and any Delaware Affiliate, and the directors,
officers and employees of the fore going (each individually, a "Delaware
Indemnified Party"), against any and all claims, suits, hearings, actions,
damages, liabilities, fines, penalties, costs, losses or expenses, including
reasonable attorney's fees, which any Delaware Indemnified Party may sustain or
incur, directly or indirectly, in each case to the extent caused by or arising
from (i) the negligence, recklessness or intentional misconduct of Lincoln Life
or any Lincoln Affiliate, or any director, officer or employee thereof, in the
performance of this Agreement; or (ii) the failure of Lincoln Life to comply
with the terms of this Agreement.

(b) Indemnification by Delaware. Subject to Section 3.1, Delaware
shall indemnify, defend and hold harmless Lincoln Life, the Lincoln Affiliates
and the Funds, and the directors, officers and employees of the foregoing (each
individually, a "Lincoln Indemnified Party") against any and all claims, suits,
hearings, actions, damages, liabilities, fines, penalties, costs, losses
(including but not limited to (a) Calculation Losses reimbursed by Lincoln Life
and (b) any market fluctuation losses incurred by Lincoln Life in effecting such
reimbursement) or expenses, including reasonable attorney's fees, which any
Lincoln Indemnified Party may sustain or incur, directly or indirectly, in each
case to the extent caused by or arising from (i) the negligence, recklessness or
intentional misconduct of Delaware or any Delaware Affiliate, or any director,
officer or employee thereof, in the performance of this Agreement; or (ii) the
failure of Delaware to comply with the terms of this Agreement.

(c) Procedures. Subject to the provisions of Section 7.2(d), promptly
after receipt by a Delaware Indemnified Party or a Lincoln Indemnified Party
(each, an "Indemnified Party") of notice of the commencement of any action,
proceeding, investigation or claim by any Contractowner or other third party (a
"Proceeding"), the Indemnified Party shall, if a claim in respect thereof is to
be made pursuant to this Section 7.2 against another party to this Agreement
(the "Indemnifying Party"), notify the Indemnifying Party in writing of the
commencement thereof; but the failure so to notify the Indemnifying Party
<PAGE>

shall not relieve the Indemnifying Party from any liability under this Section
7.2, except to the extent that such failure to notify actually prejudices the
Indemnifying Party. In case any such Proceeding shall be brought against an
Indemnified Party, the Indemnifying Party shall be entitled to participate in
and to assume the defense thereof, with counsel satisfactory to the Indemnified
Party, and after notice from the Indemnifying Party to the Indemnified Party of
the Indemnifying Party's election to assume the defense thereof, the
Indemnifying Party shall not be liable to the Indemnified Party for any legal or
other expenses subsequently incurred by the Indemnified Party in connection with
the defense thereof other than reasonable costs of investigation; provided,
however, that (i) if, in the reasonable judgment of the Indemnified Party, it is
advisable for the Indemnified Party to be represented by separate counsel other
than counsel for the Indemnifying Party, the Indemnified Party shall have the
right to employ a single counsel to represent the Indemnified Party, in which
event the reasonable fees and expenses of such separate single counsel shall be
borne by the Indemnifying Party, and (ii) in the case of any Proceeding brought
by any governmental authority, the Indemnifying Party shall have the right to
participate in, but not to assume the defense of, such Proceeding. The
Indemnifying Party shall not be obligated under any settlement agreement
relating to any Proceeding under this Section 7.2 to which it has not consented
in writing, which consent shall not be unreasonably withheld.

(d) Preserving Rights with Respect to Calculation Losses. Notwithstanding
Section 7.2(c), Lincoln Life may in its sole discretion elect to reimburse a
Contractowner, Third Party Administrator, Separate Account or Fund for
Calculation Losses out of Lincoln Life's own funds and such reimbursement shall
have no effect on the respective indemnification obligations of the parties
pursuant to Section 7.2(a) and (b).

(e) Overpayments. The parties agree that there may be circumstances in
which it would not be commercially reasonable for Lincoln Life and the Funds to
seek reimbursement from one or more Contractowners of overpayments made them,
taking into account relevant factors such as industry practice; the amount of
such overpayments; the number of Contractowners overpaid; the cost of seeking
reimbursement; and the implications for customer relations of seeking
reimbursement. In the event of any overpayment to a Contractowner for which
Lincoln Life or any Fund intends to seek indemnification from Delaware pursuant
to Section 7.2(b) without seeking reimbursement from the Contractowner, the
parties shall negotiate in good faith as to what effect, if any, the
determination not to seek such reimbursement should have under the circumstances
on the rights of Lincoln Life or the Funds to indemnification for the amounts
overpaid.
<PAGE>

ARTICLE 8
INSURANCE COVERAGE
------------------

Section 8.1 Insurance. Delaware and Holdings shall maintain
insurance coverage at a level at least equal to the insurance coverage held by
each of them at the time this Agreement becomes effective.

ARTICLE 9
FORCE MAJEURE AND DISASTER RECOVERY PLAN
----------------------------------------

Section 9.1 Force Majeure; Disaster Recovery Plan. No party shall be
liable to any other party for any damages caused by delays beyond its reasonable
control, including, without limitation, those delays occasioned by fire, strike,
labor dispute, acts of the other party, acts of any common carrier, pricing
service, corporate action service, or telephone network, acts of the power
supply company or its networks, restrictions by civil or military authorities,
acts of nature, or unforeseen transportation failures. In the event of any such
delay, the hindered party shall promptly notify the other parties and, upon the
giving of such notice, the period of time for performance of obligations
hereunder affected by such delays will be extended by the same number of days as
the delay. Notwithstanding the foregoing, Delaware shall maintain and implement
a customary disaster recovery plan and such plan shall be reasonably acceptable
to Lincoln Life and the Funds. This Article 9 shall not excuse any failure to
perform, or extend the time for performance of, any obligation of Delaware under
this Agreement to the extent that such failure or delay would have been avoided
by compliance with such disaster recovery plan, or by the use of reasonable,
readily available alternatives.

ARTICLE 10
EFFECTIVENESS
-------------

Section 10.1 Effectiveness.

(a) This Agreement shall become effective upon the later of:

(i) the date first set forth above; or

(ii) the date as of which Lincoln Life has complied with the
requirements of the Indiana insurance holding company laws
at Section 27-1-23-4 of the Indiana Code.

(b) Lincoln Life shall diligently and reasonably pursue the satisfaction
of the requirements of the Indiana insurance holding company laws at
Section 27-1-23-4 of the Indiana Code.
<PAGE>

ARTICLE 11
TERM AND TERMINATION
--------------------

Section 11.1 Term. The initial term of this Agreement shall end on
the fourth anniversary of the Cutover Date of Phase III, and this Agreement
shall be automatically renewed for subsequent Renewal Terms thereafter unless
sooner terminated under Section 11.2.

Section 11.2 Termination. Subject to the procedures set forth in
Article 12 and to Section 11.3, this Agreement may be terminated as follows:

(a) by Lincoln Life, Delaware, or any Fund, in each case upon notice
to each of the other parties at least 180 days prior to the
expiration of the initial term or any Renewal Term, with such
termination to become effective upon such expiration; and

(b) by Lincoln Life, Delaware or any Fund upon 30 days notice to each
of the other parties, for any material breach of this Agreement
unless such breach is cured within such notice period.

For the purpose of this Section 11.2(b) only, a "material breach" shall include,
but not be limited to, the failure by Delaware to provide Accounting Services
hereunder of a quality reasonably determined by Lincoln Life or any Fund to be
consistent with a superior level of service in the industry.

Section 11.3 Effect of Termination by a Fund. In the event one or
more Funds shall terminate this Agreement, this Agreement shall nonetheless
continue in full force and effect between and among those parties who have not
terminated this Agreement.

ARTICLE 12
PROCEDURES UPON TERMINATION
---------------------------

Section 12.1 Obligations Upon Termination. Upon termination of this
Agreement by any party under Article 11, each party shall be obligated to
cooperate with each other party to provide for the transfer of all
responsibilities, duties and obligations of this Agreement as may be necessary
to ensure the orderly, undisrupted business of each party. Such cooperation
shall include, but not be limited to, returning all papers, documents, materials
or equipment to the party owning such materials. In the event that this
Agreement is terminated by Lincoln Life or any Fund under Section 11.2(b),
Lincoln Life and the Funds shall have the right to require Delaware to continue
performing all or any part of its responsibilities, duties and obligations under
this Agreement until the earlier of (a) 210 days following the date notice of
such termination was given, or (b) the date that is 30 days after notice from
Lincoln Life or the Funds that
<PAGE>

Delaware shall cease such performance. For this purpose, (a) the terms of this
Agreement (including without limitation the obligation of Lincoln Life and the
Funds to pay Delaware's fees under Article 6, and the obligation of Delaware to
continue to exercise the standard of care required under Section 7.1 shall
remain in effect with respect to the period in which Delaware is obligated to
continue such performance, and (b) if any portion of Delaware's
responsibilities, duties and obligations during such period are not so extended
as required by Lincoln Life, the parties shall mutually agree in good faith on a
reduction of fees which reflects the termination of such responsibilities,
duties and obligations.

ARTICLE 13
REPRESENTATIONS AND WARRANTIES
------------------------------

Each party represents and warrants to the other parties as follows:

Section 13.1 Organization and Authority. Such party is duly organized,
validly existing and in good standing as a corporation under the laws of the
state indicated on the first page of this Agreement, with the requisite
authority and power, in conformity with applicable laws, rules and regulations,
to execute and deliver this Agreement and to perform its obligations hereunder.
Such party has taken all necessary action to authorize such execution, delivery
and performance.

Section 13.2 No Conflict with Laws. The execution, delivery and
performance of this Agreement by such party do not conflict with or violate any
laws applicable to such party, any provision of its constituent documents, any
order or judgment of any court or governmental agency applicable to it or any of
its assets or any contractual restriction binding on it or its assets.

Section 13.3 Obligation. This Agreement constitutes a legal, valid and
binding obligation of such party, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, moratorium and
similar laws relating to the enforcement of creditors' rights generally and
subject to principles of equity.

ARTICLE 14
PARENT GUARANTY
---------------

Section 14.1 Parent Guaranty. Holdings hereby unconditionally guarantees
the full and punctual performance of the covenants, agreements and obligations
of Delaware under this Agreement, including but not limited to the payment when
due of all amounts that may from time to time be payable by Delaware pursuant to
Section 7.2(b) (the "Guaranteed Obligations").

Section 14.2 Guaranty Unconditional. The obligations of
<PAGE>

Holdings hereunder shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released or discharged by:

(a) any extension, settlement, compromise, waiver or release in
respect of any obligation of Delaware under this Agreement;

(b) any modification or amendment of or supplement to this
Agreement;

(c) any change in the corporate existence, structure or ownership of
Delaware, or any insolvency, bankruptcy, reorganization or other similar
proceeding affecting Delaware or its assets; or

(d) any other act or omission to act or delay of any kind by
Delaware, Lincoln Life, any Fund or any other person which would, but for
the provisions of this paragraph (d), constitute a legal or equitable
discharge of Holding's obligations hereunder;

provided, however, that in the event of any extension, settlement, compromise,
waiver or release of any obligation of Delaware under this Agreement, or any
modification or amendment of or supplement to this Agreement, the guaranty
provided for in this Article 14 shall apply to the obligations of Delaware as so
extended, settled, compromised, waived, released, modified, amended or
supplemented.

Section 14.3 Discharge Only Upon Payment or Performance in Full;
Reinstatement in Certain Circumstances. Holding's obligations hereunder shall
remain in full force and effect until the Guaranteed Obligations shall have been
paid or performed in full. If at any time any payment of Guaranteed Obligations
by Delaware under this Agreement is rescinded or must be otherwise restored or
returned upon the insolvency, bankruptcy or reorganization of Delaware or
otherwise, Holding's obligations hereunder with respect to such payment shall be
reinstated as though such payment had been due but not made at such time.

Section 14.4 Waiver by Holdings. Holdings irrevocably waives acceptance
hereof, presentment, demand, protest and any notice not provided for herein, as
well as any requirement that at any time any action be taken by any person
against Delaware or any other person.

Section 14.5 Subrogation. Upon making any payment with respect to
Delaware hereunder, Holdings shall be subrogated to the rights of the payee
against Delaware with respect to such payment; provided that Holdings shall not
enforce payment by way of subrogation until all Guaranteed Obligations have been
paid or performed in full.
<PAGE>

ARTICLE 15
DISPUTE RESOLUTION
------------------

Before commencing litigation of any dispute arising out of or relating to
this Agreement, the parties shall attempt in good faith to resolve the dispute
by the following means:

Section 15.1 Negotiation. The parties shall in good faith attempt to
resolve any dispute arising out of or relating to this Agreement promptly by
negotiations between executives who have authority to settle the controversy. A
party may give the other parties written notice of any dispute not resolved in
the normal course of business. Within 20 days after delivery of that notice,
executives of the affected parties shall meet at a mutually acceptable time and
place, and thereafter as often as they reasonably deem necessary, to exchange
relevant information and to attempt to resolve the dispute. If the matter has
not been resolved within 60 days of the disputing party's notice, or if the
parties fail to meet within 20 days, either party may initiate mediation of the
controversy or claim as provided in Section 15.2. If a negotiator intends to be
accompanied at a meeting by an attorney, the other negotiator shall be given at
least 3 Business Days' notice of that intention and may also be accompanied by
an attorney.

Section 15.2 Mediation. If the dispute has not been resolved by
negotiation as provided in Section 15.1, the parties shall endeavor for an
additional period of 60 days to settle the dispute by mediation under the then-
current Center for Public Resources (CPR) Model Procedure for Mediation of
Business Disputes. The neutral third party will be selected from the CPR Panel
of Neutrals. If the parties encounter difficulty in agreeing on a neutral, they
will seek the assistance of CPR in the selection process.

Section 15.3 Confidentiality. All activities under this Article 15 are
confidential and shall be treated as compromise and settlement negotiations for
purposes of the Federal Rules of Evidence and state rules of evidence.

ARTICLE 16
MISCELLANEOUS
-------------

Section 16.1 Amendment. This Agreement, including any Exhibits or
Schedules, may be amended, modified or supplemented only in writing signed by
Delaware, Lincoln Life and any Fund affected thereby. This Agreement shall be
binding upon all successors, assigns or transferees of the parties to this
Agreement.

Section 16.2 Assignment. This Agreement and the rights, duties and
obligations of the parties hereto shall not be assign able by any party, except
assignment to successors in the case of mergers, sales of all or substantially
all of the assets of such
<PAGE>

party or transfer of ownership by reorganization or similar restructuring to a
successor in interest to the business of such party, without the prior written
consent of the other parties, and any purported assignment in the absence of
such consent shall be void.

Section 16.3 Notices. All notices given or submitted pursuant to this
Agreement shall be made in writing and shall be deemed given when (a) deposited
with the United States Postal Service, postage prepaid, registered or certified
mail, return receipt requested; (b) deposited with a nationally recognized
overnight mail delivery service; (c) sent by facsimile with electronic
confirmation of delivery or with a copy sent by mail as described in (a) or (b)
above; or (d) delivered in person; all to the last address of record of each
party being notified.

Any notice under this Agreement to Lincoln Life shall be given to:

ATTN: O. Douglas Worthington
Vice President and Controller
Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46801

Phone: (219) 455-3669
Facsimile: (219) 455-1939

Any notice under this Agreement to Delaware or Holdings
shall be given to:

ATTN: Michael J. Bishof
Vice President and Treasurer
Delaware Management Company
1818 Market Street; 7th Floor
Philadelphia, PA 19103

Phone: (215) 255-2852
Facsimile: (215) 255-1645

With a copy to:

Richard J. Flannery
Managing Director, Corporate
& Tax Affairs
Delaware Management Company
2005 Market Street
Philadelphia, PA 19103

Phone: (215) 255-1244
Facsimile: (215) 255-2822
<PAGE>

Any notice under this Agreement to any Fund shall be given
to:

ATTN: Kelly D. Clevenger
Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46801

Phone: (219) 455-5119
Facsimile: (219) 455-1773

Any party may, by means of written notice in compliance with this Section
16.3, change the address or the identity of the person to whom any notice, or
copy thereof, is to be sent.

Section 16.4 Severability. If any provision of this Agreement, as applied
to any party or to any circumstances, shall be found by a court of competent
jurisdiction to be void, invalid or unenforceable, the same shall in no way
affect any other provision of this Agreement, the application of any such provi
sion in any other circumstances, or the validity or enforce ability of this
Agreement; provided, however, that nothing in this Section 16.4 shall adversely
affect the fundamental benefits received by the parties under this Agreement.

Section 16.5 Waiver. A waiver by any party of any of the terms and
conditions of this Agreement in any one instance shall not be deemed or
construed to be waiver of any such term or condition for the future, or of any
subsequent breach thereof, nor shall it be deemed a waiver of performance of any
other obligation hereunder. No waiver of any provision of this Agreement shall
be valid unless agreed to in writing by the party or parties against whom such
waiver is sought to be enforced.

Section 16.6 Entire Agreement. This Agreement contains the entire
understanding of the parties hereto relating to the subject matter of this
Agreement and supersedes all prior and collateral agreements, understandings,
statements and negotiations of the parties.

Section 16.7 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Indiana, without giving
effect to the conflict of law provisions thereof.

Section 16.8 Section and Paragraph Headings. The titles of the sections
and paragraphs of this Agreement are for convenience only and shall not in any
way affect the interpretation of any provision or condition of this Agreement.

Section 16.9 Counterparts. This Agreement may be executed in counterparts
which, taken together, shall constitute the whole of the Agreement as between
the parties.
<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first written above.

LINCOLN LIFE:

LINCOLN NATIONAL LIFE INSURANCE COMPANY

By: ____________________________
O. Douglas Worthington

Title: Vice President and
Controller

Date: __________________________

HOLDINGS:

DELAWARE MANAGEMENT HOLDINGS, INC.

By: ____________________________

Title: _________________________

Date: __________________________

DELAWARE:

DELAWARE SERVICE COMPANY, INC.

By: ____________________________

Title: _________________________

Date: __________________________
<PAGE>

FUNDS:

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 GLOBAL ASSET
ALLOCATION FUND, INC.

LINCOLN NATIONAL GROWTH AND INCOME
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: ____________________________
Kelly D. Clevenger

In his capacity as President of each of
the above-named Funds.

Date: __________________________
<PAGE>

EXHIBIT A
---------

INVESTMENT COMPANIES
<PAGE>

EXHIBIT A
---------

INVESTMENT COMPANIES

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 Global Asset Allocation Fund, Inc.
Lincoln National Growth and Income 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.
<PAGE>

EXHIBIT B
---------

FORM OF WRITTEN ACKNOWLEDGEMENT OF CUTOVER DATE
<PAGE>

SCHEDULE 1.1(a)
---------------

CUTOVER SCHEDULE
<PAGE>

SCHEDULE 2.1
------------

PROCEDURES FOR CORRECTING ERRORS
<PAGE>

SCHEDULE 3.1
------------

DATA PROVIDED BY LINCOLN LIFE
<PAGE>

SCHEDULE 3.2
------------

UNAFFILIATED MUTUAL FUNDS

AND

SERVICE PROVIDERS
<PAGE>

SCHEDULE 6.1
------------

FEE SCHEDULE

<PAGE>

EXHIBIT 11

Consent of Ernst & Young LLP, Independent Auditors

We consent to the reference to our firm under the caption "Independent Auditors"
in the Post-Effective Amendment No. 4 to the Registration Statement (Form N-1A
No. 33-70272) and related Statement of Additional Information of Lincoln
National Capital Appreciation Fund, Inc. dated May 1, 1997 and to the
incorporation by reference therein of our report dated January 27, 1997, with
respect to the financial statements of Lincoln National Capital Appreciation
Fund, Inc. included in its Annual Report for the year ended December 31, 1996,
included as item 24(a) to this Registration Statement.

/s/ Ernst & Young LLP

Fort Wayne, Indiana
April 10, 1997

<PAGE>

<ARTICLE> 6
<LEGEND> This schedule contains summary financial information extracted from
the Multi Fund Annual Report and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<INVESTMENTS-AT-COST> 230,400
<INVESTMENTS-AT-VALUE> 265,697
<RECEIVABLES> 7,175
<ASSETS-OTHER> 57
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 272,929
<PAYABLE-FOR-SECURITIES> 379
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 5,308
<TOTAL-LIABILITIES> 5,687
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 221,631
<SHARES-COMMON-STOCK> 18,425
<SHARES-COMMON-PRIOR> 9,905
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 10,296
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 35,315
<NET-ASSETS> 267,242
<DIVIDEND-INCOME> 1,990
<INTEREST-INCOME> 1,739
<OTHER-INCOME> 0
<EXPENSES-NET> 1,809
<NET-INVESTMENT-INCOME> 1,920
<REALIZED-GAINS-CURRENT> 10,296
<APPREC-INCREASE-CURRENT> 19,507
<NET-CHANGE-FROM-OPS> 31,723
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 1,920
<DISTRIBUTIONS-OF-GAINS> 6,563
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 8,060
<NUMBER-OF-SHARES-REDEEMED> 86
<SHARES-REINVESTED> 545
<NET-CHANGE-IN-ASSETS> 139,306
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,550
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 1,809
<AVERAGE-NET-ASSETS> 194,209
<PER-SHARE-NAV-BEGIN> 12.916
<PER-SHARE-NII> 0.135
<PER-SHARE-GAIN-APPREC> 2.051
<PER-SHARE-DIVIDEND> 0.598
<PER-SHARE-DISTRIBUTIONS> 0.000
<RETURNS-OF-CAPITAL> 0.000
<PER-SHARE-NAV-END> 14.504
<EXPENSE-RATIO> 0.93
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>

<PAGE>

EXHIBIT 19

BOOKS AND RECORDS

LINCOLN NATIONAL CAPITAL APPRECIATION FUND, INC.

RULES UNDER SECTION 31 OF THE INVESTMENT COMPANY ACT OF 1940

Records to Be Maintained by Registered Investment Companies, Certain Majority-
Owned Subsidiaries Thereof, and Other Persons Having Transactions with
Registered Investment Companies.

Reg. 270.31a-1. (a) Every registered investment company, and every underwriter,
broker, dealer, or investment advisor which is a majority-owned subsidiary of
such a company, shall maintain and keep current the accounts, books, and other
documents relating to its business which constitute the record forming the basis
for financial statements required to be filed pursuant to Section 30 of the
Investment Company Act of 1940 and of the auditor's certificates relating
thereto.
<TABLE>
<CAPTION>
LN-Record Location Person to Contact Retention
- --------- -------- ----------------- ---------
<S> <C> <C> <C>
Annual Reports F&RM Eric Jones Permanently, the first two
To Shareholder years in an easily
accessible place

Semi-Annual F&RM Eric Jones Permanently, the first two
Reports years in an easily accessible
place

Form N-SAR F&RM Eric Jones Permanently, the first two
years in an easily accessible
place
</TABLE>

(b) Every registered investment company shall maintain and keep current the
following books, accounts, and other documents:

Type of Record

(1) Journals (or other records of original entry) containing an itemized daily
record in detail of all purchases and sales of securities (including sales and
redemptions of its own securities), all receipts and deliveries of securities
(including certificate numbers if such detail is not recorded by custodian or
transfer agent), all receipts and disbursements of cash and all other debits and
credits. Such records shall show for each such transaction the name and quantity
of securities, the unit and aggregate purchase or sale price, commission paid,
the market on which effected, the trade date, the settlement date, and the name
of the person through or from whom purchased or received or to whom sold or
delivered.

Purchases and Sales Journals
- ----------------------------
<TABLE>
<S> <C> <C> <C>
Daily reports Delaware Fund Accounting Permanently, the first two
of securities years in an easily accessible
transactions place
</TABLE>
Portfolio Securities
- --------------------
<TABLE>
<S> <C> <C> <C>
Equity Delaware Fund Accounting Permanently, the first two
Notifications years in an easily accessible
place
</TABLE>
<PAGE>

LN-Record Location Person to Contact Retention
- --------- -------- ----------------- ---------

Receipts and Deliveries of Securities (shares)
- ----------------------------------------------

Not Applicable.

Portfolio Securities
- --------------------

Debit and Delaware Fund Accounting Permanently, the first two
Credit Advices years in an easily
from Bankers Trust accessible place

Receipts and Disbursements of Cash and other Debits and Credits
- ---------------------------------------------------------------

Investment Delaware Fund Accounting Permanently, the first two
Journal years in an easily
accessible place

Daily Journals Delaware Fund Accounting Permanently, the first two
Journals years in an easily
accessible place

(2) General and auxiliary ledgers (or other record) reflecting all asset,
liability, reserve, capital, income and expense accounts, including:

(i) Separate ledger accounts (or other records) reflecting the following:

(a) Securities in transfer;
(b) Securities in physical possession;
(c) Securities borrowed and securities loaned;
(d) Monies borrowed and monies loaned (together with a record of the
collateral therefore and substitutions in such collateral);
(e) Dividends and interest received;
(f) Dividends receivable and interest accrued.

Instructions. (a) and (b) shall be stated in terms of securities quantities
only; (c) and (d) shall be stated in dollar amounts and securities quantities as
appropriate; (e) and (f) shall be stated in dollar amounts only.

General Ledger
- --------------

General Delaware Fund Accounting Permanently, the first two
Ledger years in an easily
accessible place

Securities in Transfer
- ----------------------

File consisting State Mutual Funds Permanently, the first two
of bank advices, Street Bank years in an easily
confirmations, and Trust accessible place
and Notification Company
of Securities
Transaction

LN-Record Location Person to Contact Retention
- --------- -------- ----------------- ---------

Securities in Physical Possession
- ---------------------------------
<S> <C> <C> <C>
Securities State Mutual Funds Permanently, the first two
Ledger Street Bank Division years in an easily accessible
and Trust place
Company

Portfolio State Mutual Funds Permanently, the first two
Listings Street Bank Division years in an easily accessible
and Trust place
Company
</TABLE>
Securities Borrowed and Loaned
- ------------------------------
<TABLE>
<S> <C> <C> <C>
Their files State Mutual Funds Permanently, the first two
Street Bank Division years in an easily accessible
and Trust place
Company
</TABLE>
Monies Borrowed and Loaned
- --------------------------

Not Applicable.

Dividends and Interest Received
- -------------------------------
<TABLE>
<S> <C> <C> <C>
Interest File Delaware Fund Accounting Permanently, the first two
Accrual years in an easily accessible
Activity place
Journal

Dividend Master Delaware Fund Accounting Permanently, the first two
File Display years in an easily accessible
place
</TABLE>
Dividends Receivable and Interest Accrued
- -----------------------------------------
<TABLE>
<S> <C> <C> <C>
Investment Delaware Fund Accounting Permanently, the first two
Journal years in an easily accessible
place

Dividend Master Delaware Fund Accounting Permanently, the first two
File Display years in an easily accessible
place

Interest File Delaware Fund Accounting Permanently, the first two
Accrual years in an easily accessible
Activity place
Journal
</TABLE>
(ii) Separate ledger accounts (or other records) for each portfolio security,
showing (as of trade dates), (a) the quantity and unit and aggregate price for
each purchase, sale, receipt, and delivery of securities and commodities for
such accounts, and (b) all other debits and credits for such accounts.

<PAGE>

Securities positions and money balances in such ledger accounts (or other
records) shall be brought forward periodically but not less frequently than at
the end of fiscal quarters. Any portfolio security, the salability of which is
conditioned, shall be so noted. A memorandum record shall be available setting
forth, with respect to each portfolio security accounts, the amount and
declaration, ex-dividend, and payment dates of each dividend declared thereon.
<TABLE>
<CAPTION>
LN-Record Location Person to Contact Retention
- --------- -------- ----------------- ---------
<S> <C> <C> <C>
</TABLE>
Ledger Account for each portfolio Security
- ------------------------------------------
<TABLE>
<S> <C> <C> <C>
Inventory Delaware Fund Accounting Permanently, the first two
(on line) years in an easily accessible
place
</TABLE>
(iii) Separate ledger accounts (or other records) for each broker-dealer, bank
or other person with or through which transactions in portfolio securities are
affected, showing each purchase or sale of securities with or through such
persons, including details as to the date of the purchase or sale, the quantity
and unit and aggregate prices of such securities, and the commissions or other
compensation paid to such persons. Purchases or sales effected during the same
day at the same price may be aggregated.
<TABLE>
<S> <C> <C> <C>
Broker-Dealer Delaware Fund Accounting Permanently, the first two
Ledger years in an easily accessible
place
</TABLE>

(iv) Separate ledger accounts (or other records), which may be maintained by a
transfer agent or registrar, showing for each shareholder of record of the
investment company the number of shares of capital stock of the company held. In
respect of share accumulation accounts (arising from periodic investment plans,
dividend reinvestment plans, deposit of issued shares by the owner thereof,
etc.), details shall be available as to the dates and number of shares of each
accumulation, and except with respect to already issued shares deposited by the
owner thereof, prices of each such accumulation.

Shareholder Accounts
- --------------------
<TABLE>
<S> <C> <C> <C>
LNL - only F&RM Eric Jones Permanently, the first two
shareholder years in an easily accessible
place
</TABLE>
(3) A securities record or ledger reflecting separately for each portfolio
security as of trade date all "long" and "short" positions carried by the
investment company for its own account and showing the location of all
securities long and the off-setting position to all securities short. The record
called for by this paragraph shall not be required in circumstances under which
all portfolio securities are maintained by a bank or banks or a member or
members of a national securities exchange as custodian under a custody agreement
or as agent for such custodian.

Securities Position Record
- --------------------------
<TABLE>
<S> <C> <C> <C>
Maintained by State Mutual Funds Permanently, the fist two
Custodian of Street Bank Division years in an easily accessible
Securities and Trust place
Company
</TABLE>
<PAGE>

(4) Corporate charters, certificates of incorporation or trust agreements, and
bylaws, and minute books of stockholders' and directors' or trustees' meetings;
and minute books of directors' or trustees' committee and advisory board or
advisory committee meetings.

<TABLE>
<CAPTION>
LN-Record Location Person to Contact Retention
- --------- -------- ----------------- ---------

Corporate Documents
- -------------------
<S> <C> <C> <C>
Corporate Executive - Sue Womack Permanently, the first two
charter, cer- Corp. Secy. years in an easily accessible
tificate of place
incorporation.

Bylaws and Corp. Secy. Sue Womack
minute books.
</TABLE>

(5) A record of each brokerage order given by or in behalf of the investment
company for, or in connection with, the purchase or sale of securities, whether
executed or unexecuted. Such record shall include the name of the broker, the
terms and conditions of the order and of any modification or cancellation
thereof, the time of entry or cancellation, the price at which executed, and the
time of receipt of report of execution. The record shall indicate the name of
the person who placed the order in behalf of the investment company.

Order Tickets
- -------------
<TABLE>
<S> <C> <C> <C>
Sales Order or Janus Capital Mutual Funds Six years, the first two
Purchase Order Division years in an easily accessible
place

Notification State Mutual Funds Six years, the first two
From (From Street Bank Division years in an easily accessible
AOS Trading and Trust place
System) Company
</TABLE>
(6) A record of all other portfolio purchase or sales showing details
comparable to those prescribed in paragraph 5 above.

Short-Term Investments
- ----------------------
<TABLE>
<S> <C> <C> <C>
Notification State Mutual Funds Six years, the first two
Form (From Street Bank Division years in an easily accessible
AOS S-T and Trust place
System) Company

Bank Advice Delaware Fund Accounting Six years, the first two
and Issuer years in an easily accessible
Confirmation place
</TABLE>

(7) A record of all puts, calls, spreads, straddles, and other options in which
the investment company has any direct or indirect interest or which the
investment company has granted or guaranteed; and a record of any contractual
commitments to purchase, sell, receive or deliver securities or other property
(but not including open orders placed with broker-dealers for the purchase or
sale of securities, which may be cancelled by the company on notices without
penalty or cost of any kind); containing at least an identification of the
security, the number of units involved, the option price, the date of maturity,
the date of issuance, and the person to whom issued.

<PAGE>

LN-Record Location Person to Contact Retention
- --------- -------- ----------------- ---------

Record of Puts, Calls, Spreads, Etc.
- ------------------------------------

Trade Notification Delaware Fund Accounting Six Years.

(8) A record of the proof of money balances in all ledger accounts (except
shareholder accounts), in the form of trial balances. Such trial balances shall
be prepared currently at least once a month.

Trial Balance
- -------------
General Ledger Delaware Fund Accounting Permanently, the first
two years in an easily
accessible place

(9) A record for each fiscal quarter, which shall be completed within 10 days
after the end of such quarter, showing specifically the basis or bases upon
which the allocation of orders for the purchase and sale of portfolio securities
to named brokers or dealers and the division of brokerage commissions or other
compensation on such purchase and sale orders among named persons were made
during such quarter. The record shall indicate the consideration given to (a)
sales of shares of the investment company by brokers or dealers, (b) the
supplying of services or benefits by brokers or dealers to the investment
company, its investment advisor or principal underwriter or any persons
affiliated therewith, and (c) any other considerations other than the technical
qualifications of the brokers and the dealers as such. The record shall show the
nature of their services or benefits made available, and shall describe in
detail the application of any general or specific formula or other determinant
used in arriving at such allocation of purchase and sales orders and such
division of brokerage commissions or other compensation. The record shall also
include the identifies of the person responsible for the determination of such
allocation and such division of brokerage commissions or other compensation.

Brokerage Janus Capital Mutual Funds Six Years, the first
Allocation Division years in an easily
Report accessible place

(10) A record in the form of an appropriate memorandum identifying the person or
persons, committees, or groups authorizing the purchase or sale of portfolio
securities. Where an authorization is made by a committee or group, a record
shall be kept in the names of its members who participated in the authorization.
There shall be retained a part of the record required by this paragraph any
memorandum, recommendation, or instruction supporting or authorizing the
purchase or sale of portfolio securities. The requirements of this paragraph are
applicable to the extent they are not met by compliance with the requirements of
paragraph 4 of this Rule 31a1(b).

Trading Janus Capital Mutual Funds Six years, the first
Authorization Division two years in an easily
accessible place

Advisory Law Janet Lindenburg Six years, the first
Agreements Division Jeremy Sachs two years in an easily
accessible place
<PAGE>

(11) Files of all advisory material received from the investment advisor, any
advisory board or advisory committee, or any other persons from whom the
investment company accepts investment advice publications distributed generally.

LN-Record Location Person to Contact Retention
- --------- -------- ----------------- ---------

Not Applicable.

(12) The term "other records" as used in the expressions "journals (or other
records of original entry)" and "ledger accounts (or other records)" shall be
construed to include, where appropriate, copies of voucher checks,
confirmations, or similar documents which reflect the information required by
the applicable rule or rules in appropriate sequence and in permanent form,
including similar records developed by the use of automatic data processing
systems.

Correspondence Product Jon Geist Six years, the first two
Admin. Nancy Alford years in an easily accessible
Product Pat Wiltshire place
Management

Pricing Sheets Delware Fund Accounting Permanently, the first two
years in an easily accessible
place

Bank State- Delaware Fund Accounting Six years, the first two
ments, Can- years in an easily accessible
celled Checks place
and Cash
Reconcilia-
tions

March 12, 1997