AMENDED AND RESTATED
INVESTMENT SUBADVISORY AGREEMENT
This Amended and Restated Investment Subadvisory Agreement (the
"Agreement"), effective as of January 1, 2001, is entered into by and between
The Lincoln National Life Insurance Company (the "Company"), an Indiana
corporation, and Vantage Investment Advisers ("VIA"), a series of Delaware
Management Business Trust, with respect to Lincoln National Variable Annuity
Fund A (the "Fund").
In consideration of the mutual promises set forth below, the parties agree
as follows:
1. VIA shall furnish to the Company such services as the Company may request
in connection with the Company's performance of its obligations under its
contract with the Fund. The Company will continue to have responsibility for all
services under its contract with the Fund.
2. The Company shall reimburse VIA for costs and expenses incurred by VIA,
determined in a manner acceptable to the Company, in furnishing the services
described in paragraph 1 above.
3. This Agreement may be terminated by either party at any time upon not less
than thirty (30) days prior written notice to the other party. This Agreement
will terminate automatically in the event of its assignment. No termination of
this Agreement will affect the terms of contracts between the Company and the
Fund. In the event of the assignment or termination of the Company's advisory
contracts with the Fund, this Agreement will terminate automatically.
4. This Agreement shall continue in effect for a period of more than two years
from its execution only so long as such continuance is specifically approved at
least annually in accordance with the requirements of the Investment Company Act
of 1940 applicable to continuation of advisory contracts.
THE LINCOLN NATIONAL VANTAGE INVESTMENT ADVISERS,
LIFE INSURANCE COMPANY a series of Delaware Management
Business Trust
By: _______________________________ By: _______________________________
Name: Name:
Title: Title:
Attest: Attest:
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