Delaware Investments / Lincoln Financial Group

1. D.C. Plans, Regulatory Environment, Trends and PredictionsBob Melia Delaware Investments November, 2004 Delaware Investments / Lincoln Financial Group

2. Trends and the D. C. Market • Legislative & Regulatory • Rollover Market & Baby Boomers • Apathy and Inertia • Other Facts and Trends in Retirement Industry • Small Plans • Fees and Fee Transparency

3. "I don't make jokes. I just watch the government and report the facts."- Will Rogers

4. Overview • The Political Context • Mutual Fund Reforms • Deferred Compensation Changes • Bush Savings Proposals • Next Generation Reforms • Outlook and Conclusions Portman/Cardin III LSAs

5. Presidential Race • If Bush and Republicans won • Defined Contribution • Individual Vehicles • Private Component of Government Programs • Tax Investment Income Lightly • Flatter Income Tax

6. Presidential Race • If Kerry and Democrats won • Defined Benefit • Employer Vehicles • Government Social Insurance • Tax Investment Income Heavily • Progressive Income Tax

7. WHATS’NEXT

8. “In America, anybody can be president. That's one of the risks you take.” - Adlai Stevenson

9. Political Outlook • The House • Factor: Redistricting • 90% Likelihood Will Stay Republican • The Senate • Factors: Retirements, Including 5 Southern Dems • 60% Likelihood Will Stay Republican • The White House • Factors: Debates, Turning Out the Base, Nader • 65% Likelihood Will Stay Republican

10. “The Democrats are the party that says government will make you smarter, taller, richer, and remove the crabgrass on your lawn. The Republicans are the party that says government doesn't work and then they get elected and prove it.” - P.J. O’Rourke

11. Impediments Regardless of Elections • Narrowness of Congressional Margins • Especially in Senate Where Minority Party Can Stop Things • Large Federal Budget Deficits • These Are Particular Challenges for Big Tax Changes and Social Security Reform

12. Mutual Fund Reforms • Late Trading • SEC’s Proposed Hard 4 p.m. Close • Market Timing • Fund and Plan Sponsor Responses • SEC’s Proposed Mandatory Redemption Fee • Fiduciary Dimensions of Trading Restrictions

13. Mutual Fund Reforms • Scrutiny of Revenue-Sharing • SEC, DOL and Congress • Outlook for Mutual Fund Reforms • Modification to Hard 4 Rule • Likely Abandonment of Mandatory Redemption Fees • Continued Attention to Fee Transparency, Levels and Structure

14. Executive Compensation • Consensus Proposals • Deferral Restrictions • Distribution Restrictions • Basic Tax Rules • Key Concerns • Nonqualified Deferred Compensation Definition • Timing of Deferral Elections • Effective Date • Consequence of Failures

15. Executive Compensation • Jobs Act recently Enacted New Rules • Election to defer in prior year • Election to defer bonus at least 6 months in advance • Rabbi trust and taxation of benefits when “restricted” to pay benefits • Distributions legislatively defined (specific time and specific schedule) and “2nd deferral” more restrictive (12 moths) • Key employee further restrictions (6 months from SS) • No Haircut provisions • 20% penalty and immediate taxation for non-compliance. Clear guidance and IRS audit activity • Effective 1-1-05 for deferrals after 1-1-05

16. Other Near-Term Items • Final DOL Guidance on Automatic Rollovers • IRS Guidance on Direct Deposit of Tax Refunds into IRAs

17. Bush Savings Proposals • Changing Tax-Favored Savings • Lifetime Savings Accounts (LSAs) • Retirement Savings Accounts (RSAs) • Employer Retirement Savings Accounts (ERSAs) • Outlook • LSAs & RSAs Introduced, ERSAs Later This Year • Chances for Enactment Turn on Election Outcome • Odds of Enactment Differ by Vehicle

18. Portman/Cardin Next Generation • IRA Reform and Simplification • Faster Vesting of Profit-Sharing Contributions • Portability Enhancements • Sidecar IRA Enhancements • Promotion of Auto Enrollment • Expanded Saver’s Credit • Annuitization Incentives

19. Other Major Debates in 2005 • Defined Benefit Plan Reform • Funding Changes • Hybrid Plans • Social Security Reform • Fundamental Tax Reform

20. Conclusions • Likely in Short Term • SEC Mutual Fund Reforms • Exec Comp Restrictions • Possible in Medium Term • RSAs • Portman/Cardin Next Generation Reforms • Defined Benefit Plan Changes • Longer-Term Debates • Permanence, LSAs and ERSAs, Social Security Reform, Fundamental Tax Reform

21. Other Regulatory Issues • Roth 401(k) and Roth 403(b) Accounts • Advice Bill (Boehner) • Spitzer Fallout / recordkeeping penalties and fines

22. “Politics is the art of looking for trouble, finding it, misdiagnosing it, and then misapplying the wrong remedies.” - Groucho Marx

23. Rollovers and IRA’s • Between 2004 and 2010 $2.4 trillion will be rolled over from Q.P. to IRAs • What is the “roll” of the advisor in the rollover market

24. Rollover and IRAs • In 2004 - 9.5 million distributable events • 1/3 use an advisor • Of those that use an advisor, more than half had known that advisor for more than 7 years • 17% had known the advisor for 1 year • High correlation between age and balance (1/3 of the advisor users had >$100,000)

25. Annual Rollover of 401(k) Assets into IRAs (billions)

26. Rollovers - How Big ? • Baby boomers are nearing retirement age and represent the largest wealth transfer opportunity in history. • Am Express – IRA Solutions Center (800#) • Schwab – letter and call center (45% retention) • DAC – technology solution connection to brokerage • Principal – The Baby Boomer IRA (mix between annuity and mutual funds) • T. Rowe – Retirement year funds (2020, 2030 etc)

27. Rollovers and IRAs • Where is the money going In 1999, for the first time ever, the $2.5 trillion in assets held in IRAs exceeded those held in defined contribution plans ($2.4 trillion) and defined benefit plans ($2.2 trillion).

28. Rollovers and IRAs • Model I: Firms without a proprietary 401(k) platform (Investment only) • Model II: Firms with a proprietary 401(k) platform and IRA product (Hybrid firms) • Model III: Firms with proprietary 401(k) and IRA product and who distribute products directly to plan sponsors via an in-house sales force. (Full Service)

29. Firm Model Firm Model Key Institutional Challenges Key Retail Challenges Model I: Investment-only Firms Neuberger Asset retention Accessing 401(k) shareholders Asset retention Accessing retail investors Model II: Hybrid FirmsPutnam, MFS, Manulife Asset retention Asset acquisition Accessing retail investors Model III: Full-Service Firms Fidelity, Merrill Asset retention Asset acquisition Rollovers Strategies based on Business Model

30. Rollover and IRAs • And in the end it's not the years in your life that count. It's the life in your years. • Ballots are the rightful and peaceful successors to bullets • Abraham Lincoln

31. Apathy and Inertia • Negative Election revisited • half of participants never revisit their initial asset allocations • Despite 10 years of effort and Millions spent in “education” The needle has not moved. Participants do not understand financial matters. • Managed Accounts • As choice goes up – participation goes down • Congress (bi-partisan) supports negative elections • Bills to support automatic enrollment (fiduc relieve, ramp up elections, retirement age funds)

32. Apathy and Inertia • only 8 percent of participants knew that money market funds only contain short-term securities • Past investment performance and brand play highest correlation to asset allocation decisions • Enron has not affected participants’ perception of risk • 80% of respondents do not know that the best time to transfer to a bond fund is when interest rates are expected to decrease.

33. Apathy and Inertia • Participants incorrectly perceive money market funds to have more risk than domestic bond funds, and government bonds funds to have less risk than both. • 40% of participants do not realize they can lose money in a bond fund • two-thirds do not realize they can lose money in a government bond • 86% of participants state that their allocation is at or near their target, but only 20% of these participants have rebalanced in the past year

34. Apathy and Inertia • Plan design to include “Automatic features” • Auto enroll • Auto invest • Manage my account • Retirement funds (2020, 2025) • Auto increase • AUTO RETIRE PLAN!

35. Apathy and Inertia Science may have found a cure for most evils; but it has found no remedy for the worst of them all - the apathy of human beings Helen Keller

36. Other Trends in D.C. Market – 403(b) plans403(b) Market has $600 Billion and 6.5 Million participants / 401k plans held an estimated $1.75 trillion

37. Other Trends in D.C. Market – 403(b) plan • From 1990 to 2001 the D.C. Industry grew at 15% per year. For 2005 and beyond, growth will be between 0% and 5%. • Market Saturation in 401(k) segment • Market saturation in small, mid, large and macro markets • Only the micro market will have sustained growth

38. Other Trends in D.C. Market- 403(b) plans • 403(b) Market Especially the ERISA 403(b) Market will continue to grow • Baby Boomer demographic and industry trends • Favorable legislative trends (MEA, Special Elections under 415, Portability, public school exemption on non, discrimination) • Compares favorably with 401(k) plans • Employee complaints of fees • Efficiency of ERISA based plan in admin and distribution

39. Trends in Small Plans

40. Trends in Small Plans • New Plan Formation between 2002 and 2007

41. Trends in Small Plans(less than 750 employees) • 1995 – 6% of DC assets • 2000 – 20% of DC assets • 2006 - 50% of DC assets • Micro Market may not be as affected by our next topic, fee disclosure and fee transparency.

42. Fee Transparency, Fee Disclosure and Fee Pressure – Where are we going? • 2 studies: 70-80 percent of sponsors unaware of revenue sharing of asset based fees by providers (2002 – pre scandal) • 23 percent of plan sponsors have responded to the mutual fund industry scandal by making changes to the investment options available to employees in their 401(k) plans, while another 29 percent are considering such changes. (post scandal) RESULT: Pressure on investment mgmt and asset based fees)

43. Fee Transparency, Fee Disclosure and Fee Pressure – Where are we going? • Consultants Presence in the Small and Mid Markets

44. Fee Transparency, Fee Disclosure and Fee Pressure – Where are we going? • The most cited complaints that service providers have in the consultant market are: • Consultants often pressure providers to reduce fees • Demand open architecture and “low fee” funds • Negotiate for high cost under utilized features • Sales process is extended and more expensive • Compensation demands (finder fees, trails) RESULT – Pressure on fees and revenue

45. Fee Transparency, Fee Disclosure and Fee Pressure – Where are we going? • Results of Scandal • SEC wall to wall audits of several firms will likely lead to additional fee disclosure • Scale and critical mass even more critical in light of fee pressure (continued consolidation and partnerships) • Larger providers are converting “client service” cost into investments in automation and back office support.

46. Fee Transparency, Fee Disclosure and Fee Pressure – Where are we going? • Fewer Proprietary Assets • Increased Gov’t Scrutiny • Increased Competition in a saturated market • Growing suspicion and scrutiny by sponsors RESULT – More disclosure, thinner margins, more consolidation, movement toward lower cost services and lower cost funds

47. Final Thoughts I believe that all government is evil, and that trying to improve it is largely a waste of time (H.L. Mencken) The mystery of government is not how Washington works but how to make it stop. (P.J. O’Rourke)

48. Final Thought • Legislative & Regulatory • Rollover Market & Baby Boomers • Apathy and Inertia • Other Facts and Trends in Retirement Industry 403(b) plans • Small Plans • Fees and Fee Transparency

49. Final Thoughts Questions