INTER-SERIES TRANSFER AGREEMENT
RESTATED INVESTMENT SUB-ADVISORY AGREEMENT
This Inter-Series Transfer Agreement by and between Vantage Investment
Advisers ("VIA") and Delaware Management Company ("DMC"), both of which are a
separate series of Delaware Management Business Trust ("DMBT") shall be
effective as of May 1, 2002.
RECITALS:
WHEREAS, DMBT is a multi-series business trust registered with the
Securities and Exchange Commission as an investment adviser;
WHEREAS, both VIA and DMC are series of DMBT;
WHEREAS, VIA intends to transfer its obligations under the Restated
Investment Sub-Advisory Agreement dated January 1, 2001 (the "Agreement")
between VIA and The Lincoln National Life Insurance Company ("Lincoln Life")
relating to Lincoln National Variable Annuity Fund A (the "Fund") to DMC
effective May 1, 2002;
WHEREAS, this transfer does not result in a transfer of the Agreement from
one registered investment adviser to another, or a change of control or
management, and thus does not constitute an "assignment" of the Agreement under
the Investment Company Act of 1940, as amended; and
WHEREAS, the described transfer of advisory obligations from VIA to DMC
was approved by the Board of Managers of the Fund;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Agreement previously in effect between VIA and Lincoln Life is hereby
transferred to DMC, and all references to VIA shall be replaced with
references to DMC.
2. DMC agrees to perform and be bound by and assumes all of the terms of the
Agreement and the obligations and duties of VIA thereunder.
3. The Agreement shall continue in full force and effect as set forth therein
for the remainder of its term.
IN WITNESS WHEREOF, the undersigned have executed this Inter-Series
Transfer Agreement as of the date set forth above.
VANTAGE INVESTMENT ADVISERS, DELAWARE MANAGEMENT
a series of Delaware Management COMPANY, a series of Delaware
Business Trust Management Business Trust
By:__________________________________ By: _________________________________
Name: Name:
Title: Title:
ACKNOWLEDGED:
LINCOLN NATIONAL VARIABLE
ANNUITY FUND A
By:__________________________________
Name:
Title: