Lincoln Variable Insurance Products Trust, et al. – ‘DEFS14A’ for 3/9/98

As of:  Monday, 3/2/98   ·   For:  3/9/98   ·   Accession #:  950131-98-1445   ·   File #s:  811-03210, 811-03211, 811-03212, 811-03291, 811-03683, 811-05115, 811-05464, 811-06233, 811-08074, 811-08090, 811-08126

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Definitive Proxy Solicitation Material — Special Meeting   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14A     Lincoln Life Special Notice and Proxy                 58    184K 

Document Table of Contents

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SCHEDULE 14A INFORMATION  

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [X]                                                     

Filed by a Party other than the Registrant [_]                                  

Check the appropriate box:                                                      

[_] Confidential, for Use of the Commission Only (as permitted by               
Rule 14a-6(c)(2))                                                       

[X] Definitive Proxy Statement                                                  

[_] Definitive Additional Materials                                             

[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12         

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.           

................................................................................
(Name of Registrants as Specified in Their Charters)  

Payment of Filing Fee (Check the appropriate box):                              

[X] No fee required.                                                            

[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.    

1)  Title of each class of securities to which transaction applies:     
N/A                                                           
         .......................................................................
2)  Aggregate number of securities to which transaction applies:        
N/A                                                           
         .......................................................................
3)  Per unit price or other underlying value of transaction computed    
     pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):      
N/A                                                           
         .......................................................................
4)  Proposed maximum aggregate value of transaction:                    
N/A                                                           
         .......................................................................
5)  Total fee paid:                                                     
N/A                                                           
         .......................................................................
[_] Fee paid previously with preliminary materials.                             

[_] Check box if any part of the fee is offset as provided by Exchange Act Rule 
0-11(a)(2) and identify the filing for which the offsetting fee was paid
  previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing. N/A                 

   1)  Amount Previously Paid:________________________________________________
   2)  Form Schedule or Registration Statement No.:___________________________
   3)  Filing Party:__________________________________________________________
   4)  Date Filed:____________________________________________________________

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THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 
P.O. BOX 1110 
1300 SOUTH CLINTON STREET 
FORT WAYNE, INDIANA 46801 

TELEPHONE: 800-4LINCOLN     
(800-454-6265)

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

MARCH 9, 1998 

Dear Multi Fund(R) contractowner:                                               

As stated in the Prospectus you received in connection with the purchase of     
your contract, the net purchase payments you make under your contract with The  
Lincoln National Life Insurance Company (Lincoln Life) are allocated as         
follows: 1) purchase payments under an individual variable annuity contract are 
allocated to Lincoln National Variable Annuity Account C ("Account C"), which   
is a Lincoln Life segregated investment account or 2) purchase payments under   
an individual flexible premium variable life insurance policy are allocated in  
whole or in part, as applicable, to Lincoln National Flexible Premium Variable  
Life Accounts D, G or K, which are also Lincoln Life segregated investment      
accounts. As directed by you, the contractowner, the assets of Accounts C, D    
and K, and a portion of the assets of Account G, are invested by Lincoln Life,  
as applicable, in shares of one or more of the underlying mutual funds ("Fund"  
or "Funds") listed below. (Note, however, that Accounts D and G do not utilize  
all 11 Funds. See below.)                                                       

The Special Meeting of the Stockholder of these Funds will be held at the       
office of the Funds' investment adviser, Lincoln Investment Management Inc. at  
200 East Berry Street, Fort Wayne, Indiana, on April 13, 1998 at 9:30 A.M.      
local time. The attached "Statement Regarding the Special Meetings of the       
Stockholder of 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., and      
Lincoln National Special Opportunities Fund, Inc.," describes in detail the     
proposed actions for these Meetings.                                            

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Through Accounts C, D, G and K, Lincoln Life is the sole stockholder in each of 
the 11 Funds. (Account C and Account K contractowners may participate in all 11 
Eligible Funds. Account D contractowners may participate in the Bond, Growth    
and Income, Managed, Money Market, and Special Opportunities Funds. Account G   
contractowners may participate in the Growth and Income and Special             
Opportunities Funds.) By way of the enclosed materials, Lincoln Life is         
soliciting instructions on how to vote its shares regarding the proposed        
actions to be taken at these Special Meetings of the Funds.                     

Each contractowner who had purchase payments allocated to a Variable Fund on    
February 20, 1998, is receiving by mail a Statement Regarding the Special       
Meetings of the Stockholder of the Funds. Each person entitled to receive this  
initial Proxy Statement is invited to attend the meetings in person and give    
instructions instead of giving his or her proxy.                                

As you will see from the Proxy Statement, there are many issues for which we    
need your instructions. For that reason, if you do not expect to attend the     
meetings, I urge you to fill in, sign, date, and return the enclosed proxy      
instruction cards. You will need to complete a separate card for each Fund to   
which you have allocated purchase payments. Please use the self-addressed,      
postage-paid envelope provided. The number of shares of the appropriate Fund    
will be voted in accordance with the directions you give on the instruction     
cards provided.                                                                 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY                                     

------------------------------------------                                      
LOGO                                                                            
Kelly D. Clevenger                                                              
Vice President                                                                  

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THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 
P.O. BOX 1110 
1300 SOUTH CLINTON STREET 
FORT WAYNE, INDIANA 46801 

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

STATEMENT REGARDING THE SPECIAL MEETINGS OF THE STOCKHOLDER OF
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. 

MARCH 9, 1998 

This Statement is submitted in connection with the solicitation by The Lincoln  
National Life Insurance Company (Lincoln Life) of instructions for voting at    
the Special Meetings of the Stockholder of 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., and Lincoln National Special Opportunities Fund, Inc.     
(the "Funds"). This Proxy Statement and the accompanying instruction card were  
mailed to Contract Owners on or about March 9, 1998.                            

These instructions are solicited from owners of: 1) individual variable annuity 
contracts issued by Lincoln Life, under the terms of which purchase payments    
are allocated in whole or in part to Lincoln National Variable Annuity Account  
C ("Account C"), a segregated investment account of Lincoln Life; and 2)        
individual flexible premium variable life insurance policies issued by Lincoln  
Life, under the terms of which purchase payments are allocated in whole or in   
part to Lincoln National                                                        

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Flexible Premium Variable Life Accounts D, G and K ("Accounts D, G, and K"),    
also segregated investment accounts of Lincoln Life. Accounts C, D, G and K     
invest these amounts in shares of one or more of the Funds, as directed by the  
Contract Owner.                                                                 

The Special Meeting of the Stockholder for each of these Funds will be held at  
the office of the Funds' investment advisor, Lincoln Investment Management,     
Inc., at 200 East Berry Street, Fort Wayne, Indiana, on April 13, 1998, at 9:30 
A.M., local time. The purpose of the Special Meeting is to consider and act on  
the following proposals:                                                        

. (All Funds) To elect the Board of Directors of the Fund;                    

. (Equity-Income Fund) To approve or reject amendments to the investment      
advisory and sub-advisory agreements between the Fund and Lincoln Investment
Management, Inc., and Lincoln Investment Management, Inc. and Fidelity      
Management Trust Company, respectively, which reduce the amount of the      
advisory and sub-advisory fees paid thereunder.                             

. (International Fund only) To approve or reject replacing Clay Finlay, Inc.  
 with Delaware International Advisers Limited (DIAL) as sub-advisor as well as
approve or reject the investment sub-advisory agreement between Lincoln     
Investment Management, Inc., and DIAL.                                      

. (Money Market Fund; Short-term asset class of the Managed Fund; Incidental  
cash accounts of the Bond, Growth and Income, Social Awareness and Special  
Opportunities Funds.) To approve or reject the modification of Fundamental  
Investment Restriction to permit trading in certain types of loan           
participation certificates (LPC's) as money market securities.              

. (All Funds, except Aggressive Growth, Capital Appreciation and Equity-Income
Funds) To approve or reject elimination of certain fundamental investment   
policies.                                                                   

. (All Funds) To approve or reject the engagement of Ernst & Young LLP as the 
independent auditors.                                                       

 . (All Funds) To transact any other business which may properly come before the
meeting.                                                                    

In addition to the solicitation of proxies by mail, officers and employees of   
the Funds, without additional compensation, may solicit proxies in person       

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or by telephone. The cost associated with such solicitation and the Meeting     
will be borne by the Funds.                                                     

Adoption of each Proposal in this proxy statement requires the approval of a    
majority of the Fund's outstanding voting securities. Under the Investment      
Company Act of 1940, a "majority of the Fund's outstanding voting securities"   
is defined as the lesser of (i) 67% of the outstanding voting securities        
represented at a meeting at which more than 50% of the outstanding voting       
securities are present or represented by proxy or (ii) more than 50% of the     
Fund's outstanding voting securities.                                           

If you would like a copy of the Funds' 1997 Annual Report, call us a 1-800-     
4LINCOLN and we will mail you one free of charge.                               

The principal office address of each of the Funds is 1300 South Clinton Street, 
Fort Wayne, Indiana 46802. The Investment Advisor is Lincoln Investment         
Management, Inc., located at 200 East Berry Street, Fort Wayne, Indiana 46802.  
The Administrator (Accounting/Financial Reporting) is Delaware Management       
Company, located 2005 Market Street, Philadelphia, Pennsylvania 19203.          

SUMMARY OF PROPOSALS REQUIRING A VOTE 

                                                                [Download Table]

                                    AG  BF  CA  EI  GAA GF  IN  MF  MM  SA  SO 
                                                                               
Elect Directors                     X   X   X   X   X   X   X   X   X   X   X  
Reduce advisor and sub-advisory                                                
  fees                                          X                              
Approve new sub-advisor Agreement                           X                  
Invest in Loan Participation                                                   
  Certificates                          X               X       X   X   X   X  
ELIMINATE FUNDAMENTAL RESTRICTIONS                                             
  AGAINST INVESTMENT IN:                                                       
Direct Oil & Gas Exploration            X           X   X   X   X   X   X   X  
Companies Less Than 3 years Old         X               X   X   X   X   X      
Companies with high                                                            
  officer/director ownership            X           X   X   X   X   X   X   X  
Appoint/Ratify Ernst & Young LLP                                               
  for 1995-1998                     X   X   X   X   X   X   X   X   X   X   X  

(Key AG=Lincoln National Aggressive Growth Fund, Inc.; BF=Lincoln National Bond 
   Fund, Inc.; CA=Lincoln National Capital Appreciation Fund, Inc.; EI=Lincoln
National Equity-Income Fund, Inc.; GAA=Lincoln National Global Asset    
Allocation Fund, Inc.; GF=Lincoln National Growth and Income Fund, Inc.;
 IN=Lincoln National International Fund, Inc.; MF=Lincoln National Managed
Fund, Inc.; MM=Lincoln National Money Market Fund, Inc.; SA=Lincoln     
National Social Awareness Fund, Inc.; SO=Lincoln National Special       
Opportunities Fund, Inc.)                                               

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SECURITIES OWNERSHIP AND VOTING PROCEDURES

At the Special Meetings of the Stockholder, Lincoln Life will vote each Fund's  
shares held in Accounts C, D, G and K, as applicable, in accordance with the    
instructions received from Contract Owners whose purchase payments, as of the   
Record Date of February 20, 1998, were invested in that particular Fund by      
Accounts C, D, G and K.                                                         

The number of votes which an Account C Contract Owner may cast when instructing 
Lincoln Life how to vote is determined by applying the Contract Owner's         
percentage interest in the Fund to the total number of votes attributable to    
that Fund. In determining the number of votes, fractional shares will be        
recognized.                                                                     

The number of votes which an Account D, G or K Contract Owner may cast when     
instructing Lincoln Life how to vote is determined as one vote for each $100 of 
cash value in each applicable sub-account. Fractional shares will be allocated  
for amounts less than $100.                                                     

Fund shares held for Accounts C, D, G and K as to which no timely instructions  
are received will be voted by Lincoln Life in proportion to the voting          
instructions which are received with respect to that Fund. If voting            
instructions are received in a timely manner but contain no voting directions,  
the votes will be cast FOR the proposals considered at the meeting.             
Instructions may also be given Lincoln Life by personal attendance at the       
meeting. Voting instructions to abstain on any item to be voted upon will be    
applied on a pro rata basis to reduce the number of votes eligible to be cast   
by Accounts C, D, G and K, as applicable.                                       

The Contract Owner may revoke his instructions by filing with the Secretary of  
the Funds, prior to the meeting, either a duly executed instrument of           
revocation or a duly executed instruction form bearing a later date. In         
addition, an instruction form may be revoked by personal attendance at the      
meeting and changing the instructions given Lincoln Life.                       

AS OF FEBRUARY 20, 1998, EACH FUND HAD THE FOLLOWING NUMBER OF SHARES ENTITLING 
THE APPLICABLE ACCOUNT C, D, G AND K CONTRACT OWNERS TO INSTRUCT LINCOLN LIFE   
ON THE MANNER IN WHICH TO VOTE THOSE SHARES AT THAT FUND'S MEETING:             

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                                                                [Download Table]

                                TOTAL NO. OF SHARES           TOTAL NO. OF SHARES  
          TOTAL NUMBER        ENTITLED TO BE VOTED BY       ENTITLED TO BE VOTED BY
FUND       OF SHARES             LINCOLN LIFE FOR              LINCOLN LIFE FOR    
NAME      OUTSTANDING                ACCOUNT C                 ACCOUNTS D, G & K   
-----------------------------------------------------------------------------------
                                                                                   
AG       24,004,002.729           23,553,863.021                   450,139.708     
BF       23,751,230.211           23,609,798.696                   141,431.515     
CA       29,013,011.115           28,448,763.342                   564,247.773     
EI       42,704,743.132           42,130,640.159                   574,102.973     
GAA      30,652,590.857           30,453,071.416                   199,519.441     
GF       91,368,614.883           90,051,020.825                 1,317,594.058     
IF       31,621,405.686           31,256,309.203                   365,096.483     
MF       49,521,529.934           49,314,935.964                   206,593.970     
MM        9,369,506.913            9,195,915.089                   173,591.824     
SA       39,148,790.336           38,838,594.839                   310,195.497     
SO       27,561,285.753           26,443,305.876                 1,117,979.877     

(Key  AG=Lincoln National Aggressive Growth Fund, Inc.; BF=Lincoln National     
 Bond Fund, Inc.; CA=Lincoln National Capital Appreciation Fund, Inc.;
     EI=Lincoln National Equity-Income Fund, Inc.; GAA=Lincoln National Global
    Asset Allocation Fund, Inc.; GF=Lincoln National Growth and Income Fund,
   Inc.: IF=Lincoln National International Fund, Inc.; MF=Lincoln National
Managed Fund, Inc.; MM=Lincoln National Money Market Fund, Inc.;    
SA=Lincoln National Social Awareness Fund, Inc.; SO=Lincoln National
Special Opportunities Fund, Inc.)                                   

Lincoln Life is the sole stockholder for all Funds. No other person             
beneficially owns more than 5% of any Fund's outstanding shares, and no         
director or executive officer of the Funds owns any separate account units      
attributable to more than one-half of one percent of the assets of any Fund.    

MATTERS TO BE ACTED UPON

PROPOSAL NO. 1. ELECTION OF DIRECTORS (ALL FUNDS) 

The Bylaws of each Fund provide that the Board of Directors of the Fund shall   
be elected annually unless the Board dispenses with the Annual Meeting. If the  
latter occurs, then the Directors continue in office until the next Annual or   
Special Meeting is held, at which time an election of Directors is held. The    
Board shall consist of no fewer than three (3) nor more than ten (10) persons,  
and currently a five-member Board is authorized. Presently, five persons are    
serving as Directors for each Fund. One Director, Kenneth G. Stella, was        
elected by the Board to fill the vacancy created by the resignation of Stanley  
R. Nelson; he has not yet been elected by the Shareholders.                     

All five persons now serving as Directors for each Fund are also nominees for   
election as Directors for each Fund. If elected, each nominee has               

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agreed to serve. Since the Funds typically dispense with Annual Meetings,       
Directors, once elected, remain in office unless they resign, are removed or    
fail to win reelection at any subsequently scheduled meetings. The Board        
recommends that Contractowners holding units in Accounts C, D, G and K on the   
Record Date instruct Lincoln Life to vote FOR the election of the five          
nominees listed below:                                                          

                                                                [Download Table]

                                                                  YEAR FIRST    
    NAME, POSITION(S) WITH FUNDS, PRINCIPAL OCCUPATION     AGE BECAME DIRECTOR**
                                                                                
John B. Borsch, Jr.                                        64        1981       
Director                                                                        
 Retired; formerly Associate Vice President, Investments,                       
 Northwestern University, Evanston, Illinois (Educational                       
 Institution)                                                                   
*Kelly D. Clevenger                                        45        1994       
Chairman, President and Director                                                
 Vice President, Lincoln National Life Insurance Company,                       
 Fort Wayne, Indiana (Life Insurer-Parent of Funds)                             
*Barbara S. Kowalczyk                                      46        1993       
Director                                                                        
 Senior Vice President, Lincoln National Corporation, Fort                      
 Wayne, Indiana (Insurance Holding Company-Ultimate Parent                      
 of Funds)                                                                      
Nancy L. Frisby, CPA                                       56        1992       
Director                                                                        
 Vice President-Chief Financial Officer, St. Joseph                             
 Medical Center. Fort Wayne, Indiana (Hospital)                                 
Kenneth G. Stella                                          54        1998       
Director                                                                        
 President, Indiana Hospital and Health Association,                            
 Indianapolis, Indiana (Hospital)                                               

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

* Kelly D. Clevenger, currently Chairman and President of the Funds, is an      
"interested person of the Funds" as that term is defined by Section 2(a) of 
the Investment Company Act of                                               

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1940 (the "1940 Act") by reason of his being Chairman and President of the    
Funds and an officer of the Funds' principal underwriter, Lincoln Life.       
Barbara S. Kowalczyk, Director of each of the Funds, is an "interested        
person" by reason of her being a Senior Vice President of Lincoln National    
Corporation.                                                                  

** The following people became directors of the various Funds in the years      
indicated in the table below:                                             

                                                        [Enlarge/Download Table]

FUND       BORSCH           CLEVENGER           FRISBY           KOWALCZYK           STELLA*
--------------------------------------------------------------------------------------------
                                                                                            
AG          1993              1994               1993              1993               1998  
BF          1981              1994               1992              1993               1998  
CA          1993              1994               1993              1993               1998  
EI          1993              1994               1993              1993               1998  
GAA         1987              1994               1992              1993               1998  
GF          1981              1994               1992              1993               1998  
IN          1990              1994               1992              1993               1998  
MF          1983              1994               1992              1993               1998  
MM          1981              1994               1992              1993               1998  
SA          1986              1994               1992              1993               1998  
SO          1981              1994               1992              1993               1998  

(Key: AG=Lincoln National Aggressive Growth Fund, Inc.; BF-Lincoln National     
 Bond Fund, Inc.; CA=Lincoln National Capital Appreciation Fund, Inc.;
EI=Lincoln National Equity-Income Fund, Inc.; GAA=Lincoln National  
Global Asset Allocation Fund, Inc.; GF=Lincoln National Growth and  
Income Fund, Inc.; IN=Lincoln National International Fund, Inc.;    
    MF=Lincoln National Managed Fund, Inc.; MM=Lincoln National Money Market
   Fund, Inc.; SA=Lincoln National Social Awareness Fund, Inc.; SO=Lincoln
National Special Opportunities Fund, Inc.)                          

*Mr. Stella has not been the subject of a prior Shareholder vote. At the        
February 10, 1998 Board of Director's meeting he was appointed to fill the      
vacancy left by the retirement of Stanley R. Nelson.                            

The following information may assist you in your decision:                      

KENNETH G. STELLA. Mr. Stella, seeking shareholder election to the Boards for   
the first time, succeeds Stanley R. Nelson, who retired in 1997. Mr. Stella is  
currently President of Indiana Hospital & Health Association, Indianapolis,     
Indiana, having served that institution since 1984. Among his responsibilities  
for the Association he serves as the chief executive officer and is             
responsible for implementation of all Board of Directors' policies and          
directives. He provides executive management and leadership of all Association  
programs and services. The Association comprises 157 hospitals and health       
organizations, and it provides advocacy, data, education, communication, and    
general legal information services to its members. Mr. Stella holds both a      
Bachelor of Science Degree and a Master's Degree in Health Administration from  
Indiana University. Among                                                       

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other affiliations, he is a Fellow of the American College of Healthcare        
Executives, a Member of the Board of Visitors of the Indiana University School  
of Nursing, a Member of the Board of Visitors of the Indiana University School  
of Public & Environmental Affairs and a Board Member of the First National Bank 
of Kokomo.                                                                      

BARBARA S. KOWALCZYK. Ms. Kowalczyk, who became a Director in 1993, is an       
experienced investment executive. She joined Lincoln Investment Management Inc. 
in 1977 as an Investment Analyst, and served that organization until 1994,      
ultimately as Senior Vice President. Ms. Kowalczyk is currently Senior Vice     
President of Lincoln National Corporation, in charge of strategic planning,     
mergers and acquisitions for Lincoln National Corporation. Ms. Kowalczyk holds  
both a Bachelor of Science Degree in Marketing and a Masters in Business        
Administration (Finance) from Indiana University. She is a Chartered Financial  
Analyst and a Member of the Investment Analysts Society of Chicago, Inc.        

KELLY D. CLEVENGER. Mr. Clevenger, who became a Director in 1994, is a senior   
actuary with over two decades of experience in life insurance, annuities and    
investments with Lincoln Life. Currently he is Vice President of Lincoln        
National Life Insurance Company and President of the Funds. He was elected Vice 
President of the Funds in 1988, and directed their day-to-day operation until   
1994; he became President of the Funds in 1994, and continues to serve in that  
capacity. His responsibilities with Lincoln National Life have included, among  
other things, development and design of life insurance, variable annuity and    
reinsurance products. Mr. Clevenger holds both a Bachelor of Science Degree and 
a Masters in Actuarial Science from the University of Michigan. He is a Fellow  
of the Society of Actuaries and a member of the American Academy of Actuaries.  

NANCY L. FRISBY. Ms. Frisby joined the staff of St. Joseph Medical Center in    
Fort Wayne in 1974 as Director of Financial Services. She has assumed           
increasing financial and controller responsibilities for the Center, and is     
currently Vice President and Chief Financial Officer for the Medical Center.    
Ms. Frisby holds a Bachelor of Science Degree in accounting from Indiana        
University/Purdue University of Fort Wayne, and an MBA in Finance from Notre    
Dame. She is an Advanced Member of the Healthcare Financial Management          
Association, the Financial Executives Institute, and the American Institute of  
Certified Public Accountants.                                                   

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JOHN B. BORSCH, JR. Mr. Borsch has been a Director of the Funds since their     
inception in 1981. A career financial analyst, he managed the investment        
portfolio of Northwestern University, ultimately as their Associate Vice        
President--Investments. Mr. Borsch holds both a Bachelor of Science Degree in   
Investment Management and an MBA in Finance from Northwestern. Although         
retired from Northwestern, he remains active in investment circles as a Member  
of the Investment Analysts Society of Chicago, Inc.; the association of         
investment management research; and the Institute of Chartered Financial        
Analysts.                                                                       

Ms. Kowalczyk, Ms. Frisby and Messrs. Borsch and Clevenger are also Members of  
the Board of Managers of Lincoln National Variable Annuity Fund A, an           
investment company which is registered with the Securities and Exchange         
Commission under the Investment Company Act of 1940 and is a separate account   
of Lincoln Life. On February 10, 1998, Mr. Stella was appointed by the          
Managers to fill a vacancy on that Board. He intends to seek election to the    
Board at its next annual or Special Meeting of the Shareholders.                

As interested persons who serve as Directors of the Funds and are salaried      
officers of Lincoln Life and of Lincoln National Corporation, respectively. Mr  
Clevenger and Ms. Kowalczyk receive no additional remuneration for their        
services to the Funds. Pursuant to their respective Advisory Agreements, the    
Funds pay the compensation and expenses of Directors who are not "interested    
persons" of the Funds.                                                          

CASH REMUNERATION--DIRECTORS FEES FROM EACH FUND                                

COMPENSATION OF OUTSIDE DIRECTORS/1/      

(FISCAL YEAR 1997)      

                                                        [Enlarge/Download Table]

   NAME OF              AGGREGATE COMPENSATION/2/                   TOTAL COMPENSATION
   PERSON                      FROM A FUND                          FROM FUND COMPLEX 
--------------------------------------------------------------------------------------
                                                                                      
Mr. Borsch                       $1,000                                  $11,000      
Ms. Frisby                        1,000                                   11,000      
Mr. Nelson/3/                       750                                    8,250      

-----------                                                                     

/1Mr./Clevenger and Ms. Kowalczyk, inside directors, received no compensation   
from the Funds.                                                             

/2Each/of the 11 Funds in the complex paid outside directors $250 per meeting.  
During 1997, each Fund held four meetings.                                  

/3Mr./Nelson retired after the August meeting.                                  

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Each Fund has an Audit Committee, that recommends to the Boards of Directors    
the hiring of the Funds' independent auditors and reviews the independent       
auditors' reports. During 1997 the Audit Committees composed of Messrs. Borsch  
and Nelson and Ms. Frisby for each Fund, met once. None of the members of the   
Audit Committees is an "interested person" as defined in Section 2(a)(19) of    
the 1940 Act. The Funds have no nominating or compensation committees.          

PROPOSAL NO. 2 (EQUITY-INCOME FUND ONLY) TO APPROVE OR REJECT AMENDMENT TO THE
INVESTMENT ADVISORY AND SUB-ADVISORY AGREEMENTS BETWEEN THE FUND AND LINCOLN
INVESTMENT MANAGEMENT, INC., AND LINCOLN INVESTMENT MANAGEMENT INC. AND 
FIDELITY MANAGEMENT TRUST COMPANY, RESPECTIVELY, WHICH REDUCES THE AMOUNT OF
THE ADVISORY AND SUB-ADVISORY FEES PAID THEREUNDER. 

At its February 10, 1998 meeting, the Board unanimously approved, and voted to  
recommend that the shareholders of the Equity-Income Fund approve, an amendment 
to both (1) the Investment Advisory Agreement (the "E-I Advisory Agreement")    
between the Fund and the Fund's investment adviser, Lincoln Investment          
Management, Inc. ("LIM") and (2) the Investment Sub-Advisory Agreement (the "E- 
I Sub-Advisory Agreement") between LIM and Fidelity Management Trust Co.        
("Fidelity"), the Fund's sub-adviser. The purpose of each amendment is to lower 
the fees paid to LIM and Fidelity for providing investment advisory and sub-    
advisory services, respectively. The net result for you, the contract owner, is 
that the annual advisory fee rate paid by the Fund will decline by over 20%,    
with no reduction in the quality or quantity of advisory or sub-advisory        
services to be provided.                                                        

Except for the amendment to reduce the fees paid, the E-I Advisory Agreement    
and E-I Sub-Advisory Agreement each will remain unchanged from its current      
form. Additionally, terms of each agreement are summarized later in this        
Statement under "Investment Management Services." The full text of each         
amendment is attached hereto as Exhibits A and B. Approval by a majority of the 
Fund's shareholders, as that term is defined herein, is required to approve     
each amendment.                                                                 

Under the terms of the E-I Advisory Agreement, LIM, subject to the supervision  
of the Fund's Board, is responsible for providing the Equity-Income Fund with   
certain investment management and administrative services, although LIM may     
contract with other entities to assist in providing the required services to    
the Fund. In this event, however, LIM                                           

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remains contractually bound to the Fund with respect to all of the duties and   
obligations required to be performed pursuant to the E-I Advisory Agreement. In 
accordance with these provisions, LIM and Fidelity entered into the E-I Sub-    
Advisory Agreement, which also was agreed to and approved by the Fund.          

Under the terms of the E-I Sub-Advisory Agreement, Fidelity, subject to the     
control of the Fund's Board, is responsible for providing most, but not all, of 
the services LIM is obligated to provide to the Fund under the terms of the E-I 
Advisory Agreement. Fidelity provides a continuous investment program for the   
Fund's portfolio, maintains the books and records of the Fund with respect to   
its securities transactions, and furnishes the Fund with the office space,      
facilities, equipment and personnel necessary for managing the Fund's           
investments.                                                                    

As required by the E-I Advisory Agreement, however, LIM remains responsible for 
providing all investment advisory and other services to the Fund, and bears the 
risk of ultimate accountability to the Fund and its shareholders for Fidelity's 
actions. Accordingly, LIM monitors Fidelity's activities and investment         
performance on behalf of the Fund (1) for compliance with applicable federal    
securities and tax regulations; (2) to ensure compliance with the Fund's        
investment objective, policies, techniques, and restrictions and (3) to assess  
the need to recommend to the Fund's management replacement of Fidelity as sub-  
advisor, as necessary. Additionally, LIM also remains responsible for           
responding to Board requests for periodic and special reports and for           
administering the Fund's corporate affairs.                                     

Under the terms of the E-I Advisory Agreement, LIM is paid a monthly fee at the 
annual rate of .95 of 1% of the average daily net asset value of the fund       
during the fiscal year. Under the terms of the E-I Sub-Advisory Agreement,      
however, LIM, not the Fund, pays all sub-advisory fees owed to Fidelity.        
Pursuant to that agreement, LIM is obligated to pay Fidelity a monthly fee at   
the annual rate of .75 of 1% of the average daily net asset value of the Fund   
during the fiscal year. During 1997, LIM paid a total of $4,781,931 for the     
services Fidelity provided.                                                     

In providing sub-advisory services to the Fund, Fidelity incurs both fixed and  
variable costs. Considering the current size of the Fund and the current cost   
of providing sub-advisory services to the Fund, Fidelity agreed that, effective 
January 1, 1998, its sub-advisory fees be reduced to an annual rate of .48 of   
1% of the average daily net asset value of the Fund.                            

Fidelity has advised LIM that the fee reduction would have no impact on the     
quality or quantity of the sub-advisory services to be provided by              

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Fidelity, nor affect Fidelity's ability to provide such services in the future. 
Accordingly, LIM agreed to the amendment of the E-I Sub-Advisory Agreement to   
reduce the fees paid, pending approval of such reduction by the Board and the   
Fund's shareholder. If the amendment to the E-I Sub-Advisory Agreement had been 
in place during 1997, LIM would have paid Fidelity a total of $3,056,609, which 
represents a reduction in sub-advisory fees of 36%.                             

When considering Fidelity's fee reduction, LIM also analyzed the extent to      
which it could reduce its advisory fees based on the reduction of the sub-      
advisory fee it pays to Fidelity. LIM considered the costs and risks LIM incurs 
to provide the advisory and other services described above, as well as the      
level of fees it receives for providing similar services to other funds. As a   
result of this analysis, LIM concluded that if it reduced the amount of its     
advisory fees by the full amount of the sub-advisory fee reduction, LIM would   
be receiving less in advisory fees than it receives when providing similar      
services to other funds, and it would not be able to adequately cover the       
expenses and risks it incurs in providing such services to the Fund.            

Accordingly, LIM has proposed to amend the E-I Advisory Agreement to reduce the 
advisory fee paid by the Fund to give effect to most, but not all, of the       
Fidelity fee reduction. Under the amendment, the new fee will be at an annual   
rate of .75 of 1% for the first $500 million of the average daily net asset     
value of the Fund, and .70 of 1% for all amounts in excess of $500 million. The 
amendment, however, only relates to the amount of the advisory fee paid, and    
there will be no change in the quality or quantity of the advisory services to  
be provided.                                                                    

The net result of the amendment to the E-I Advisory Agreement is that Fund      
shareholders will pay less money but receive the same advisory services. During 
1997, the Fund paid LIM a total of $6,053,404 for the services provided. If the 
amendment to the E-I Advisory Agreement had been in place, the Fund would have  
paid LIM a total of $4,707,555, which represents a reduction in fees of 23%.    

Fidelity is a wholly-owned subsidiary of FMR Corporation. Fidelity, registered  
as an investment adviser under the Investment Company Act of 1940, is           
headquartered at 82 Devonshire Street, Boston, Massachusetts 02109. As of       
December 31, 1997, it had $48.5 billion of                                      

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assets under management. The following is a list of Fidelity's Officers and     
Directors:                                                                      

                                                                [Download Table]

       NAME                             POSITION                    
--------------------------------------------------------------------
                                                                    
Denis M. McCarthy    Chief Executive Officer                        
Theresa M. Messina   Senior Vice President, Operations              
Walter Downey        Senior Vice President, Investments-Equity      
Karen Firestone      Senior Vice President, Investments-Equity      
Cesar Hernandez      Senior Vice President, Investments-Equity      
Robert L. Macdonald  Senior Vice President, Investments-Equity      
John McDowell        Senior Vice President, Investments-Equity      
Neal Miller          Senior Vice President, Investments-Equity      
Stephen Petersen     Senior Vice President, Investments-Equity      
Kennedy Richardson   Senior Vice President, Investments-Equity      
Scott Stewart        Senior Vice President, Investments-Equity      
Beth Terrana         Senior Vice President, Investments-Equity      
Dwight Churchill     Senior Vice President, Investments-Fixed Income
Boyce Greer          Senior Vice President, Investments-Fixed Income
Robert Middlebrook   Senior Vice President, Investments-Fixed Income
Margaret Eagle       Senior Vice President, Investments-High Yield  
Robert Lawrence      Senior Vice President, Investments-High Yield  
Barry Greenfield     Senior Vice President, Investments-Real Estate 
Mike E. Miles        Senior Vice President, Investments-Real Estate 
Lee Sandwen          Senior Vice President, Investments-Real Estate 
Richard Biester      Vice President, Operations                     
Sally Bunn Miller    Vice President, Operations                     
Louis Russo          Vice President, Operations                     
Ren Y. Cheng         Vice President, Investment-Equity              
Katherine Collins    Vice President, Investment-Equity              
Joseph Day           Vice President, Investment-Equity              
Richard Fentin       Vice President, Investment-Equity              
Timothy Heffernan    Vice President, Investment-Equity              
Brad Lewis           Vice President, Investment-Equity              
J. Fergus Shiel      Vice President, Investment-Equity              
Steve Snider         Vice President, Investment-Equity              
Tom Sprague          Vice President, Investment-Equity              
George Vanderheiden  Vice President, Investment-Equity              
Robert K. Duby       Vice President, Investments-Fixed Income       
Andrew J. Dudley     Vice President, Investments-Fixed Income       
George Fischer       Vice President, Investments-Fixed Income       
Kevin Grant          Vice President, Investments-Fixed Income       
Curt Hollingsworth   Vice President, Investments-Fixed Income       
Norman Lind          Vice President, Investments-Fixed Income       

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                                                                [Download Table]

        NAME                            POSITION                 
-----------------------------------------------------------------
                                                                 
Charles Morrison       Vice President, Investments-Fixed Income  
Ford E. O'Neil         Vice President, Investments-Fixed Income  
Thomas J. Silvia       Vice President, Investments-Fixed Income  
Christine Thompson     Vice President, Investments-Fixed Income  
John Carlson           Vice President, Investments-High Yield    
Barry Coffman          Vice President, Investments-High Yield    
Bart Grenier           Vice President, Investments-High Yield    
Tom Hense              Vice President, Investments-High Yield    
Mark Notkin            Vice President, Investments-High Yield    
Thomas T. Soviero      Vice President, Investments-High Yield    
Robin Lee Foley        Vice President, Investments-MIG           
Robert Galusza         Vice President, Investments-MIG           
Michael Hall           Vice President, Investments-MIG           
Stephanie Sales        Vice President, Investments-MIG           
Mark Sommer            Vice President, Investments-MIG           
Veronica Ferro         Vice President, Investments-Personal Trust
Brian Keeney           Vice President, Investments-Personal Trust
Robert Perrotta        Vice President, Investments-Personal Trust
Jonathan Weed          Vice President, Investments-Personal Trust
Michael Elizondo       Vice President, Investments-Real Estate   
Thomas P. Lavin        Vice President, Investments-Real Estate   
Mark P. Snyderman      Vice President, Investments-Real Estate   
J. Gary Burkhead       Director                                  
Abigail P. Johnson     Director                                  
Edward E. Madden       Director                                  
Denis M. McCarthy      Director                                  
John E. Murphy         Director                                  
John P. O'Reilly, Jr.  Director                                  
Robert L. Reynolds     Director                                  
Ralph B. Vogel         Director                                  
John P. Wilkins        Director                                  

BOARD RECOMMENDATION                                                            

The full Board met in person, on February 10, 1998 to evaluate and consider     
each amendment. The Board considered principally the following factors in       
reaching their decision: (a) LIM and Fidelity have performed their duties and   
obligations in a satisfactory fashion; (b) the quality and quantity             
of the services to be provided by LIM and Fidelity would remain                 

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unchanged if the amendments were approved; (c) the new lower level of fees are  
expected to provide adequate resources to LIM and Fidelity to insure that each  
would be able to continue to provide the quality and quantity of services       
currently provided, and yet still allow each to cover its expenses and risks on 
a profitable basis, so that the respective agreements remained in the best      
long-term financial interest of all parties involved; and (d) Equity-Income     
Fund shareholders would benefit by paying lower fees for the same services.     
Based on all of these factors, the Board (including a majority of the           
independent Directors who are not "interested persons" of the Fund) approved    
the amendment to the E-I Advisory Agreement and to the E-I Sub-Advisory         
Agreement.                                                                      

In anticipation of the approval of the amendment, effective January 1, 1998, to 
the E-I Advisory and Sub-Advisory Agreements by the Equity-Income Fund          
stockholder, LIM and Fidelity have implemented the following arrangement: LIM   
continues to collect from the Fund its current fee of 0.95%, and it is paying   
Fidelity its projected new rate of 0.48%. The remaining 0.27% that would also   
have been paid to Fidelity under the current sub-advisory contract is being     
paid into an escrow account monthly until the amendments are approved by the    
Stockholder. If they are approved the money in escrow will be released; the     
additional portion due LIM will be paid to it; and the remainder will be re-    
deposited into the Fund. If the amendments are rejected, the total amount in    
escrow will be paid to Fidelity, and the advisory fee will remain at 0.95%.     

THE BOARD OF DIRECTORS RECOMMENDS THAT THE CONTRACT OWNERS OF THE EQUITY-INCOME 
FUND GIVE INSTRUCTIONS TO APPROVE THE AMENDMENT TO THE E-I ADVISORY AGREEMENT   
AND TO THE E-I SUB-ADVISORY AGREEMENT THAT REDUCES THE ADVISORY AND SUB-        
ADVISORY FEE, RESPECTIVELY, PAID THEREUNDER                                     

PROPOSAL NO. 3 (INTERNATIONAL FUND ONLY). 
TO APPROVE OR REJECT REPLACING CLAY FINLAY, INC.
WITH DELAWARE INTERNATIONAL ADVISERS LIMITED (DIAL) 
AS SUB-ADVISOR AS WELL AS APPROVE OR REJECT 
THE INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN 
LINCOLN INVESTMENT MANAGEMENT, INC. AND DIAL

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At its February 10, 1998 meeting, the Board unanimously approved, and voted to  
recommend that the shareholder of the Fund approve, a sub-advisory agreement    
between Delaware International Advisers, Ltd. (DIAL), the proposed new sub-     
advisor for the Fund, and the Fund's investment adviser, Lincoln Investment     
Management, Inc. ("LIM"). The terms of the proposed sub-advisory agreement are  
substantially similar to the terms of the Fund's current sub-advisory           
agreement. If the sub-advisory agreement is approved, DIAL will replace Clay    
Finlay Inc. (CFI) as sub-adviser to the Fund.                                   

The text of the proposed agreement with DIAL is set forth in Exhibit C,         
attached hereto, and its terms are summarized later in this Statement under     
"Investment Management Services." Approval by a majority of the Fund's          
shareholders, as that term is defined herein, is required to approve the        
proposed agreement.                                                             

Since the Fund began operations in 1990, its investment program has been        
managed by CFI, through its U.S. headquarters in New York City. Originally      
owned by United Kingdom interests, CFI was acquired by United Asset Management, 
Boston, Massachusetts, in 1996. Under the terms of the current sub-advisory     
agreement, although CFI manages the Fund's investment program, LIM remains      
responsible for providing all investment advisory and other services to the     
Fund, and LIM bears the risk of ultimate accountability to the Fund and its     
shareholders for CFI's actions. Consistent with its obligations to the Fund,    
LIM monitors CFI's activities and investment performance.                       

In 1997, LIM hired an independent consultant ("Consultant") to, among other     
things, assess the performance of all sub-advisers hired by, and providing      
services to, LIM, and to make recommendations concerning which sub-advisers, if 
any, should be replaced, and if so, by whom. The Consultant analyzed each sub-  
adviser's performance, investment philosophy, processes and personnel on behalf 
of the Funds. Based on these criteria, the Consultant recommended that CFI be   
replaced. Among other factors considered, the Consultants specifically cited to 
CFI's performance, which was out of line with that of others in CFI's peer      
group, and, on a comparative basis, exposed the Fund to greater risk.           

According to data produced by Morningstar, out of more than 250 international   
equity funds serving as investment options for variable insurance products,     
CFI's investment performance on behalf of the Fund (as measured by net annual   
returns) ranked in the last quartile and third quartile of all funds,           
respectively, for the three- and five-year periods ended December 31, 1997.     

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The Consultant also provided a list of recommended replacements for CFI, again  
based on the same criteria cited above. Among those recommended was DIAL, an    
affiliate of LIM. Among other things, the Consultant determined that, all       
factors considered, DIAL provided a more consistent investment performance than 
CFI, while exposing the Fund to less risk. Specifically, the Consultant found   
that while over the past few years DIAL and CFI performed about the same in     
rising markets, DIAL performed better in declining markets.                     

Based on the same Morningstar data cited above, DIAL's investment performance   
on behalf of the international equity fund it advises (as measured by net       
annual returns) ranked in the top third of all funds for the three-year period  
ended December 31, 1997.                                                        

After extended consultation with this Board and with LIM, Fund management       
decided to approach DIAL to act as sub-adviser, in lieu of CFI. DIAL agreed to  
do so, pending Fund shareholder approval, and has accepted the terms of the     
proposed sub-advisory agreement.                                                

The only difference between the proposed agreement with DIAL and the current    
agreement with CFI is the fee schedule. Pursuant to the current agreement, LIM  
is obligated to pay CFI a monthly fee at the annual rate of .665 of 1% of the   
average daily net asset value of the Fund up to $50 million, .475 of 1% of the  
next $50 million, and .250 of 1% of any excess over $100 million. During 1997,  
LIM paid a total of $1,503,294 for the services CFI provided. Under the         
proposed agreement with DIAL, LIM is obligated to pay DIAL a monthly fee at the 
annual rate of .500 of 1% of the average daily net asset value of the fund, up  
to $200 million; .400 of 1% of the next $200 million; and .350 of 1% of the     
excess over $400 million. Had this agreement had been in place during 1997, LIM 
would have paid DIAL a total of $2,056,611. This proposed arrangement does not  
increase fees to the contract owner, only to LIM.                               

It is not unusual to have a significant amount of portfolio turnover for a fund 
when one manager replaces another. If DIAL assumes the sub-advisory             
responsibilities DIAL has estimated that in their first year as sub-advisor     
they would replace about 90% of the securities held by the Fund. This           
restructuring may negatively impact performance of the Fund by 1-2% due to the  
commission and taxes paid on the transactions as well as the difference in the  
ask and bid prices of the individual securities sold and bought. The 1-2% is an 
estimate only, and is a one-time cost associated with the management change.    

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DIAL also provides similar services to other registered investment companies    
having a substantially similar investment objective as the Fund. There are no   
funds with substantially similar investment objectives as the LN International  
Fund for which DIAL acts as sub-advisor. However, DIAL does act as primary      
advisor for the Delaware Group Global and International Funds Inc.              
International Equity Series. The net assets of this fund as of 12/31/97 is $233 
million and the fee is 0.75% on all assets.                                     

DIAL is a wholly-owned subsidiary of Delaware Holdings, Ltd., which, in turn,   
is wholly-owned by Lincoln National Corporation, as is LIM. DIAL, registered as 
an investment adviser under the Investment Advisors Act of 1940, is             
headquartered in 80 Cheapside, Third Floor, London, EC2V 6EE. As of December    
31, 1997, it had $7.75 billion of assets under management. The following is a   
list of DIAL's officers and Directors:                                          

                                                                [Download Table]

   DELAWARE INTERNATIONAL                                                      
       ADVISERS LTD.                         OFFICERS/DIRECTORS                
-------------------------------------------------------------------------------
                                                                               
 Wayne A. Stork             Chairman, Chief Executive Officer and Director     
 G. Roger H. Kitson         Vice Chairman                                      
 David G. Tilles            Managing Director and Chief Investment Officer     
 Ian G. Sims                Deputy Managing Director/Chief Investment Officer--
                            Global Fixed Income                                
 Clive A. Gillmore          Senior Portfolio Manager/Director U.S. Mutual Fund 
                            Liaison                                            
 Harnish O. Parker          Senior Portfolio Manager/Director U.S. Marketing   
                            Liaison                                            
 Timothy W. Sanderson       Chief Investment Officer--Equity/Deputy Compliance 
                            Officer/Director                                   
 Elizabeth A. Desmond       Senior Portfolio Manager/Director of Pacific Basic 
                            Group                                              
 Nigel G. May               Senior Portfolio Manager/Director of European Group
 John Emberson              Secretary, Compliance Officer and Finance Director 
 Richard G. Unruh, Jr.      Director and Executive Vice President              
 David K. Downes            Director, Executive Vice President, Chief Operating
                            Officer and Chief Financial Officer                
 George M. Chamberlain, Jr. Director, Senior Vice President, General Counsel   
                            and Secretary                                      
 John C. E. Campbell        Director and Senior Vice President, Delaware       
                            Investment Advisers                                
 Richard J. Flannery        Director and Senior Vice President, Delaware       
                            Management Holdings, Inc.                          
 George E. Deming           Director and Vice President/Senior Portfolio       
                            Manager of Delaware Investment Advisers            

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BOARD RECOMMENDATION                                                            

The full Board met in person, on February 10, 1998 to evaluate and consider the 
proposed sub-advisory agreement between the LIM and DIAL. The Board considered  
principally the following factors in reaching their decision: (a) the           
Consultant's analysis and recommendation, including the Consultant's assessment 
of the DIAL's recent investment performance, both in absolute terms and as      
compared to that of CFI's and (b) the nature, extent and quality of the         
services to be provided by DIAL. Based on these factors, the Board (including a 
majority of the independent Directors who are not "Interested persons" of the   
Fund) approved a new subsidiary agreement between DIAL and LIM on behalf of the 
Fund.                                                                           

If the proposed sub-advisory agreement with DIAL is approved by             
Contractowners, it is currently scheduled to become effective on or about May   
1, 1998, and, in any event, no later than August 1, 1998. Should Fund           
shareholders vote to disapprove this Proposal No. 3, the current sub-advisory   
agreement with CFI will continue in effect. In this event, the Board will       
consider such further action as may be in the best interest of Fund             
shareholders.                                                                   

THE BOARD OF DIRECTORS RECOMMENDS THAT THE CONTRACTOWNERS OF THE            
INTERNATIONAL FUND GIVE INSTRUCTIONS TO APPROVE THE SUB-ADVISORY AGREEMENT      
BETWEEN LIM AND DIAL, WHICH WILL REPLACE THE AGREEMENT BETWEEN LIM AND CLAY     
FINLAY, INC.                                                                    

PROPOSAL NO. 4

(GROWTH AND INCOME FUND, MANAGED FUND, MONEY MARKET FUND, SOCIAL AWARENESS FUND 
AND SPECIAL OPPORTUNITIES FUND.)

MODIFICATION OF FUNDAMENTAL INVESTMENT RESTRICTION TO PERMIT INVESTMENTS IN 
CERTAIN TYPES OF LOAN PARTICIPATION CERTIFICATES (LPCS) AS MONEY MARKET 
SECURITIES

Lincoln Investment Management, Inc. (LIM) is investment advisor to the eleven   
Multi Funds and money market manager for six of them. LIM provides a short-term 
money market investment program both for the Money Market Fund and for the      
money market segment of the Managed Fund. It also invests incidental short-term 
cash for the Bond, Growth and Income, Social Awareness and Special              
Opportunities Funds. Portfolio                                                  

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investments for these funds, of course, are subject to the investment policies  
set forth in their respective Prospectuses and Statements of Additional         
Information.                                                                    

In this proposal LIM requests your permission to add certain "Loan              
Participation Certificates" (LPCs) to the list of short-term investments which  
it is permitted to buy for the six Funds. LIM advises that these Certificates   
are somewhat less liquid than commercial paper. However, this increased risk    
produces a higher yield than does commercial paper, with which they are         
frequently compared.                                                            

How do LPCs work? Companies which need to borrow money sometimes prefer to take 
a commercial bank loan instead of asking an investment bank to sell the         
company's bonds. The bank, in turn, may sell pieces of this loan to investors,  
in the form of "participations" in the loan. Once this is done, the investment  
risk for the loan is no longer the responsibility of the bank. The Fund must    
look to the maker of the loan for repayment.                                    

When comparing LPCs to commercial paper, however, one must consider credit risk 
as well as liquidity risk. There is a nominal increase in credit risk for LPCs  
because the buyer is now exposed both to the possibility that the borrower will 
not repay and to the possibility that the bank will not transmit the payment to 
the buyer. There is increased liquidity risk because the LPCs contain a         
restriction that they can only be sold back to the bank which issued them. In   
other words, there is no secondary market for LPCs--unlike for commercial       
paper. The increased yield offered on LPCs is designed to reflect both these    
risks.                                                                          

There are many types of Loan Participations, with varying degrees of risk and   
liquidity. The ones which LIM would like to purchase are among the most common, 
and have experienced very little default activity. For that reason, even in     
light of the increased credit and liquidity risks discussed above, in the       
opinion of LIM the kinds of LPCs which it seeks to purchase are well within the 
range of appropriate instruments for a money market portfolio.                  

There is no present intention to give LPCs any extraordinary portfolio          
emphasis. However, in recent years some kinds of LPCs have evolved as           
attractive short-term portfolio investments. LIM wants the authority to         
purchase high-quality LPCs as part of their normal strategy of enhancing short- 
term yield while preserving capital. LIM will limit its investment in these     
LPCs to not more than 25% of the assets of each of the six listed               

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Funds. Furthermore, LIM will not purchase an LPC unless it is rated in the      
top rating category by at least one of the nationally recognized statistical    
rating organizations. Finally, LIM will refrain from buying an LPC with a       
remaining maturity of more than 90 days.                                        

In order to include these LPCs as permitted investments for these funds, it     
will be necessary to modify one of the fundamental investment restrictions in   
each fund. THE SPECIFIC CHANGE TO THE RESTRICTION FOR EACH FUND IS SET FORTH IN 
EXHIBIT D TO THIS PROXY STATEMENT.                                              

Type of LPC Which LIM Wants to Buy. LIM would propose to buy LPCs issued by     
individual banks on loans taken out by their corporate customers. Typically the 
bank, even after issuing the LPCs, remains in the picture to service the loans  
and provide support to the purchasers, although the Funds' recourse is now      
against the borrower. LIM would carefully monitor the creditworthiness of both  
the issuing banks and their borrowers. If, as occasionally happens, the         
original short-term loan is not rated by a national rating organization, LIM    
will look to the long-term debt rating of the borrower in examining             
creditworthiness. Normally LIM would not expect to purchase LPCs if the both    
the bank's and the borrower's long-term debt securities were not rated in the   
top category of at least one of the nationally recognized statistical rating    
organizations.                                                                  

Just as with other money market instruments, the purchase of LPCs by the Money  
Market Fund will be subject to Rule 2a-7 under the Investment Company Act of    
1940, which generally requires that: (A) the security be rated in one of the    
two top credit rating categories for short-term debt obligations; (B) it have a 
remaining maturity, at time of purchase, of 397 days or less; and (C) at least  
95% of the Fund's assets be invested in the highest credit rating category, as  
defined by the Rule. (Rule 2a-7 imposes numerous other requirements on the      
Money Market Fund. See Investment restrictions, in the Prospectus.)             

LPCs are not purchased with an expectation of resale. Rather, they are usually  
held to maturity to take advantage of the increased yield which was the reason  
for purchasing them in the first place. However, for creditworthy borrowers LIM 
believes that there is, in most cases, an opportunity to sell the LPC back to   
the lending bank. At time of purchase LIM will assess the liquidity of the LPC  
in question. Certificates deemed illiquid would, of course, be subject to each  
Fund's respective investment limit for illiquid assets, as set forth in its     
Prospectus. The Loan Participation market currently has a yearly volume         
exceeding $500 billion.                                                         

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THE BOARD OF DIRECTORS OF EACH OF THE ABOVE FUNDS, AS APPLICABLE, RECOMMENDS    
THAT THE CONTRACTOWNERS OF EACH SUCH FUND GIVE INSTRUCTIONS TO APPROVE THE      
MODIFICATION OF THE FUNDAMENTAL INVESTMENT RESTRICTION TO PERMIT TRADING IN     
CERTAIN TYPES OF LOAN PARTICIPATION CERTIFICATE (LPCS) AS MONEY MARKET          
SECURITIES.                                                                     

PROPOSAL NO. 5 (ALL FUNDS EXCEPT AGGRESSIVE GROWTH, CAPITAL APPRECIATION AND
EQUITY-INCOME FUNDS) TO APPROVE OR REJECT ELIMINATION OF CERTAIN FUNDAMENTAL
INVESTMENT POLICIES 

Each of the Funds maintains specific investment policies that guide the pursuit 
of the Fund's investment objectives. If the investment policy is one that can   
be changed or eliminated only by a majority vote of the Fund's shareholders,    
that policy is often referred to as a "fundamental" policy. For each of the     
Funds, except the Aggressive Growth, Capital Appreciation and Equity-Income     
Funds, certain of the fundamental policies that have been adopted in the past   
reflect regulatory requirements imposed by state securities laws that no longer 
apply. Accordingly, the Board is recommending that the shareholder of each of   
these Funds approve the elimination of such policies.                           

The Board of each Fund has received representations from the adviser and sub-   
adviser, as applicable, that the changes proposed will not materially alter (1) 
the investment strategy that the Fund's adviser or sub-adviser implements when  
pursuing the Fund's investment objectives or (2) the types, or relative         
proportions of particular types, of securities purchased or sold on behalf of   
the Fund. Moreover, the adviser and sub-adviser for each Fund have also         
provided representations that as a matter of practice they do not anticipate    
engaging in any of the activities currently prohibited by any or all such       
policies that are to be eliminated, notwithstanding shareholder approval of     
their elimination.                                                              

Accordingly, the elimination of any or all these investment policies with       
respect to any Fund is not expected to have any significant impact on the       
manner in which that Fund's assets are managed. What will change, however, is   
that if the Board of a Fund determines that the Fund should engage in the type  
of conduct not currently permitted under one of these investment policies, the  
Fund can do so without obtaining further approval of that Fund's shareholders.  
By reducing to a minimum those policies that can be changed only by a           
shareholder vote, each Fund should be able to                                   

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avoid the costs and delay associated with holding shareholder meetings to       
eliminate these policies individually, on a Fund-by-Fund basis, as needed in    
the future. In addition, the ability to manage a Fund's portfolio more          
effectively in a changing regulatory or investment environment will be          
enhanced.                                                                       

The fundamental investment policies to be eliminated are discussed in detail    
below. Contractowners allocating purchase payments to particular Funds will be  
able to provide instructions to vote for or against or abstain from voting with 
respect to each of the investment policies applicable to that Fund. Generally,  
the Funds do not have precisely the same set of investment policies. The Funds  
often have specific policies that are substantially similar but not necessarily 
identical. Please refer to Exhibit E, attached hereto, which, for each Fund,    
includes the current text of each fundamental investment policy that is         
proposed by the Board to be eliminated. The percentage limitations contained in 
the policies described herein apply at the time of purchases of portfolio       
securities.                                                                     

If the elimination of the investment policies are approved for a Fund, that     
Fund's Prospectus and Statement of Additional Information will be amended as    
needed in order to reflect the elimination of the investment policies. You will 
be notified by the Fund of any future changes with respect to the eliminated    
policies either in the Fund's Prospectus or Statement of Additional             
Information, which are updated at least annually, or in other Fund              
communications.                                                                 

A. (BOND FUND, GLOBAL ASSSET ALLOCATION FUND, GROWTH AND INCOME FUND, 
INTERNATIONAL FUND, MANAGED FUND, MONEY MARKET FUND, SOCIAL AWARENESS FUND, AND 
SPECIAL OPPORTUNITIES FUND) 

ELIMINATION OF EACH FUND'S FUNDAMENTAL POLICY REGARDING THE PURCHASE OF 
SECURITIES OF AN ISSUER WHEN ANY BOARD MEMBER OR OFFICER OF THE FUND OR OF THE
ADVISER HOLDS MORE THAN 1/2 OF 1% AND TOGETHER THEY OWN MORE THAN 5% OF THE 
SECURITIES OF THE ISSUER      

These Funds' fundamental policies currently include a policy that prohibits the 
Funds from purchasing or retaining the securities of any issuer if any officer  
or Board member of the Fund or of the Fund's investment adviser individually    
owns more than of 1/2 of 1% of the securities of that issuer and together they  
own more than 5% of such securities. This investment                            

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policy was originally adopted to address requirements no longer applicable to   
the Funds under state securities laws in connection with the registration of    
shares of the Funds for sale in certain states. Neither the Funds nor their     
management is aware of any past violations of this policy. The ability of a     
Fund to invest in companies in which its directors and officers, or its         
affiliates and their directors and officers, hold interests would continue to   
be restricted by the 1940 Act and, in possibly egregious circumstances, likely  
would be in conflict with the fiduciary duties owed by the involved parties to  
the Fund, whether or not the current fundamental investment policy is           
eliminated. As discussed above, the elimination of this fundamental policy is   
not expected to involve any change in the manner in which a Fund's assets are   
currently invested.                                                             

B. (BOND FUND, GLOBAL ASSSET ALLOCATION FUND, GROWTH AND INCOME FUND, 
INTERNATIONAL FUND, MANAGED FUND, MONEY MARKET FUND, SOCIAL AWARENESS FUND, 
SPECIAL OPPORTUNITIES FUND) 

ELIMINATION OF EACH FUND'S FUNDAMENTAL POLICY REGARDING THE FUND'S INVESTMENTS
IN OIL, GAS OR OTHER MINERAL EXPLORATION OR DEVELOPMENT PROGRAMS

Each of these Funds has a fundamental policy prohibiting investment in any oil, 
gas or other mineral exploration or development program, with certain           
exceptions. This investment policy was adopted to address requirements under    
certain state securities laws that are no longer applicable. Each Board         
believes that this investment policy should be eliminated to respond to         
regulatory developments. As discussed above, the elimination of this            
fundamental policy is not expected to involve any change in the manner in which 
a Fund's assets are currently invested.                                         

C. (BOND FUND, GROWTH AND INCOME FUND, INTERNATIONAL FUND, MANAGED FUND, MONEY
MARKET FUND, AND SOCIAL AWARENESS FUND) 

ELIMINATION OF EACH FUND'S FUNDAMENTAL POLICY REGARDING THE FUND'S INVESTMENTS
IN SECURITIES OF COMPANIES LESS THAN THREE YEARS OLD

Each of these Funds has a fundamental policy prohibiting investment of more     
than 5% of the Fund's total assets in securities of issuers which (together     
with predecessors) have been in operation for less than three                   

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years, with certain caveats. (The limit is 10% for the International Fund, but  
with no caveats.) This investment policy was adopted to address requirements    
under certain state securities laws that are no longer applicable. Each Board   
believes that this investment policy should be eliminated to respond to         
regulatory developments. As discussed above, the elimination of this policy is  
not expected to involve any change in the manner in which a Fund's assets are   
currently invested.                                                             

THE BOARD OF DIRECTORS OF EACH OF THE ABOVE FUNDS, AS APPLICABLE, RECOMMENDS    
THAT THE CONTRACTOWNERS OF EACH SUCH FUND GIVE INSTRUCTIONS TO APPROVE THE      
ELIMINATION OF CERTAIN OF THE FUND'S FUNDAMENTAL INVESTMENT POLICIES DISCUSSED  
ABOVE                                                                           

PROPOSAL NO. 6 (ALL FUNDS)
APPROVAL OF ENGAGEMENT OF INDEPENDENT AUDITORS
FOR FISCAL YEARS 1995 THROUGH 1998. 

On February 10, 1998, the Boards of Directors of the Funds selected Ernst &     
Young LLP to act as independent auditors for the Funds for the 1998 fiscal      
year. Unless instructed to the contrary, Lincoln Life intends to vote each      
Fund's shares held in Accounts C, D, G and K, respectively, in favor of the     
ratification of the engagement of Ernst & Young LLP as independent auditors for 
each Fund.                                                                      

The Funds had previously selected Ernst & Young LLP as their independent        
auditors for 1995, 1996 and 1997--years in which no Annual Meeting was held.    
All services performed by Ernst & Young LLP are considered to be audit services 
and include: examination of annual financial statements; review and             
consultation connected with filings of annual reports to stockholders and with  
the Securities and Exchange Commission; and consultation about financial        
accounting and reporting matters. The selection of Ernst & Young LLP as         
independent auditors for the Funds constituted approval by the Boards of        
Directors of each of the foregoing audit services, and the Boards of Directors  
believe they have no effect on audit independence.                              

There will not be an Ernst & Young LLP representative at the meeting.           

Because of the elimination since 1988 of annual meetings of the Stockholder of  
the Funds, stockholder approval of the selection of Ernst &                     

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Young LLP as the Funds' independent auditors was last obtained in April, 1994.  
THEREFORE, YOUR RATIFICATION OF ERNST & YOUNG LLP FOR THE 1998 FISCAL YEAR WILL 
ALSO CONSTITUTE RATIFICATION OF THEIR SELECTION FOR FISCAL YEARS 1995, 1996 and 
1997.                                                                           

Ernst & Young LLP is also the independent auditor for Lincoln Life. The firm    
has no direct or indirect financial interest in the Funds or in Lincoln Life,   
nor any connection with the Funds or Lincoln Life in the capacity of promoter,  
underwriter, voting trustee, director, officer, or employee.                    

The Board of Directors recommends that the Shareholders of all the funds give   
instructions to approve Ernst & Young LLP as independent auditors for fiscal    
years for 1997 and 1998.                                                        

OTHER BUSINESS

To the knowledge of the Board of Directors for each Fund, there is no other     
business to be brought before the Special Meeting of the Stockholders for each  
Fund. However, if other matters do properly come before the meeting, it is the  
intention of Lincoln Life to vote each Fund's Account C, D, G and K shares in   
accordance with the judgment of the Board of Directors on such matters.         

EXECUTIVE OFFICERS OF THE FUNDS 

                                                        [Enlarge/Download Table]

              NAME POSITION(S)                                               YEAR FIRST
                WITH FUNDS,                                                     HELD   
            PRINCIPAL OCCUPATION                       AGE                   POSITION**
---------------------------------------------------------------------------------------
                                                                                       
*Kelly D. Clevenger                                    45                       1994   
Chairman of the Board,                                                                 
President and Director                                                                 
  Vice President,                                                                      
  The Lincoln National Life Insurance Company                                          
*Janet C. Whitney                                      49                       1995   
  Vice President and Treasurer,                                                        
  Vice President and Treasurer                                                         
  The Lincoln National Life Insurance Company                                          
*Cynthia A. Rose                                       43                       1995   
Secretary                                                                              
  Assistant Secretary,                                                                 
 The Lincoln National Life Insurance Company                                           

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All of the executive officers of the Funds are "interested persons" of the      
Funds, as that term is defined by Section 2(a)(19) of the Investment Company    
Act of 1940, by reason of their being officers of the Funds and/or the Funds'   
principal underwriter.                                                          

**DATE ON WHICH INDIVIDUALS BECAME OFFICERS OF THE FUNDS                        

                                                                [Download Table]

         MR.     MS.     MS.  
FUND  CLEVENGER  ROSE  WHITNEY
                              
AG      1994     1995   1995  
BF      1994     1995   1995  
CA      1994     1995   1995  
EI      1994     1995   1995  
GF      1994     1995   1995  
IN      1994     1995   1995  
MF      1994     1995   1995  
MM      1994     1995   1995  
PM      1994     1995   1995  
SA      1994     1995   1995  
SO      1994     1995   1995  

As officers of Lincoln Life or an affiliate, the executive officers receive no  
additional remuneration for their services rendered to the Funds. The           
executive officers are elected by the Boards of Directors to serve until their  
respective successors are chosen.                                               

INVESTMENT MANAGEMENT SERVICES  

The Funds' Investment Advisor is Lincoln Investment Management, Inc. (LIM), a   
wholly-owned subsidiary of Lincoln National Corporation. The address for both   
companies is 200 E Berry Street, Fort Wayne, Indiana 46802.                     

The investment management services are rendered pursuant to Advisory            
Agreements (the "Agreements"). The agreement for the International Fund, as     
amended, dated November 16, 1990, was first submitted to Contract Owners on     
April 15, 1992, and was approved. The agreement for the Equity-Income Fund,     
dated September 23, 1993, was submitted to a vote of Contract Owners for the    
first and only time, on November 13, 1994.                                      

In its role as Investment Advisor to the Funds, LIM provides investment         
management services to the Funds, and continuously provides the Boards of       
Directors of the Funds with investment programs for their approval or           
rejection. Upon approval of such investment programs by the Boards of           

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Directors, LIM executes the programs by placing orders for the purchase or sale 
of assets of the Funds.                                                         

Continuation of the Agreements was last approved for the Equity-Income and the  
International Fund on August 5, 1997 by a vote of each Fund's respective Board  
of Directors, including a vote of a majority of Directors who are not parties   
to the Agreement, or "interested persons" (as defined in the Investment Company 
Act of 1940) of any such party. Each Agreement:                                 

(a) Shall continue in effect from year to year only so long as such           
 continuance is specifically approved at least annually (1) by the Board
of Directors, or (2) by the affirmative vote of the majority of the   
votes which may be cast by all Contract Owners. In addition, the terms
 of each agreement and any renewal thereof must be approved by a vote of
a majority of the Directors who are not parties to the Agreement or   
  interested persons of any such party, cast in person at a meeting called
for the purpose of voting on such approval.                           

(b) Shall immediately terminate in the event of its assignment. In addition,  
 it may be terminated by the Fund at any time, on not less than 60 days'
  written notice to Lincoln Life without payment of any penalty, by a vote
of the majority of all the Directors, or by Contract Owners casting a 
 majority of the votes which may be cast by all Contract Owners for that
Fund.                                                                 

(c) May be terminated by LIM at any time, with 90 days' notice to the Fund.   

For the International Fund, LIM has plans to execute a sub-advisory agreement   
between LIM and Delaware International Advisers Limited. This agreement is      
subject to approval by Contract Owners at this meeting.                         

For the Equity-Income Fund, Inc. there are plans to amend the advisory and sub- 
advisory agreements with LIM and Fidelity Management Trust Company ("FMTC").    

Under these sub-advisory agreements the respective sub-advisors agree to        
perform some or substantially all of the investment management services         
required to be performed by LIM. LIM remains primarily responsible to those     
Funds for the performance of its duties under the Agreements, and any costs     
associated with the sub-advisers' services will be reimbursed by LIM.           

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DIRECTORS AND PRINCIPAL EXECUTIVE OFFICER OF
LINCOLN INVESTMENT MANAGEMENT, INC. 

                                                                [Download Table]

     DIRECTORS' NAMES                                 PRINCIPAL OCCUPATION    
------------------------------------------------------------------------------
                                                                              
Dennis A. Blume                                   Vice President              
                                                  (LIM)                       
H. Thomas McMeekin                                President                   
                                                  (LIM)                       
Janet C. Whitney                                  Vice President and Treasurer
                                                  (LNC)                       

PRINCIPAL EXECUTIVE OFFICER                                                   
---------------------------                                                   
                                                                              
H. Thomas McMeekin                                President                   
                                                  (LIM)                       

The address of each of the above is: 200 East Berry Street, Fort Wayne, Indiana 
46802.                                                                          

Under a contract dated August 15, 1996, Delaware Management Holdings, Inc.      
(Delaware Management), and Delaware Service Company, Inc. (Delaware Service)    
began performing substantially all of the accounting and financial reporting    
functions of the Funds. Delaware Management, Delaware Service, the Funds and    
Lincoln Life are all under the common control of Lincoln National Corporation,  
the ultimate parent. For fiscal year 1997 fees payable for these services were  
$253,975 for the Equity-Income Fund; and $300,886 for the International Fund.   
These services will continue to be provided after approval of the amended       
Equity-Income sub-advisory agreement and the new sub-advisory agreement for the 
International Fund.                                                             

STOCKHOLDER PROPOSALS 

The Funds' Annual Meetings of the Stockholder for 1995-1997 were eliminated     
pursuant to applicable law and the Bylaws of the Funds.                         

Under authority granted the Directors by the Bylaws of the Funds, and pursuant  
to applicable law, Special Meetings are called as required.                     

Contract Owners desiring to hold their own proxy solicitations in order to      
submit proposals in years in which the Annual Meeting has been eliminated may   
require that a Special Meeting be called if they can obtain the written request 
of Contract Owners indirectly representing certain                              

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stipulated percentages of the outstanding voting securities of the Fund for     
which solicitation is desired. More detailed information on these procedures    
may be obtained from Fund Management.                                           

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY                                     

------------------------------------------                                      
LOGO                                                                            
Kelly D. Clevenger                                                              
Vice President                                                                  

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                                                                     EXHIBIT A

AMENDMENT 
(EFFECTIVE JANUARY 1, 1998) 
TO THE  
ADVISORY AGREEMENT  
(EFFECTIVE DATE SEPTEMBER 23, 1993) 
BETWEEN 
LINCOLN INVESTMENT MANAGEMENT, INC. 
(FORMERLY: LINCOLN NATIONAL 
INVESTMENT MANAGEMENT COMPANY)  
AND 
LINCOLN NATIONAL EQUITY-INCOME FUND, INC. 

Paragraph 6 of the Agreement relating to investment management for Lincoln      
National Equity-Income Fund, Inc. is hereby amended to substitute the           
following sentence for the first sentence of the paragraph:                     

"The Fund shall pay the Adviser, as full compensation for all services      
rendered and all facilities and personnel furnished hereunder, a monthly    
fee at the annual rate of .75 of 1% on the first $500 million of the        
average daily net asset value of the Fund in each fiscal year, and .70 of   
1% for all amounts in excess of $500 million during that fiscal year,       
computed in the manner used for the determination of the offering price of  
shares of the Fund."                                                        

                               Lincoln Investment Management Company

                                    By: ______________________________________
                                      H. Thomas McMeekin

                                   Lincoln National Equity-Income Fund, Inc.

                                    By: ______________________________________
                                      Kelly D. Clevenger

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                                                                     EXHIBIT B

AMENDMENT 
(EFFECTIVE JANUARY 1, 1998) 
TO THE  
SUB-ADVISORY AGREEMENT  
(EFFECTIVE DATE DECEMBER 20, 1993)  
BETWEEN 
LINCOLN INVESTMENT MANAGEMENT, INC. 
(FORMERLY: LINCOLN NATIONAL 
INVESTMENT MANAGEMENT COMPANY)  
AND 
FIDELITY MANAGEMENT TRUST COMPANY 

Paragraph 3 of the Agreement relating to Compensation to be paid by The         
Advisor to the Sub-Adviser is hereby amended to substitute the following        
sentence for the first sentence of the paragraph:                               

"The Adviser will pay to the Sub-Adviser as compensation for the Sub-       
Adviser services rendered and for the expenses borne by the Sub-Adviser     
pursuant to Section 1, a fee, computed and paid at the annual rate of: .48  
of 1% of the average daily net assets of the Fund."                         

                       Lincoln Investment Management
   Company

                                    By: ______________________________________
                                      H. Thomas McMeekin

                           Fidelity Management Trust Company

                                    By: ______________________________________
                                       John P. O'Reilly, Jr.

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                                                                     EXHIBIT C

FORM OF 
SUB-ADVISORY AGREEMENT  

Sub-Advisory Agreement executed as of        , between LINCOLN INVESTMENT       
MANAGEMENT, INC., an Illinois corporation (the "Adviser"), and DELAWARE         
INTERNATIONAL ADVISERS LIMITED, a company formed under the laws of England      
(the "Sub-Adviser").                                                            

Witnesseth: 

That in consideration of the mutual covenants herein contained, it is agreed    
as follows:                                                                     

1. SERVICES TO BE RENDERED BY SUB-ADVISER TO THE FUND.                          

(a) Subject always to the control of the Directors of Lincoln National          
  International Fund, Inc. (the "Fund"), a Maryland corporation, which is an
eligible investment fund for Lincoln National Variable Annuity Account C
and one or more other separate accounts of The Lincoln National Life    
Insurance Company (the "Separate Accounts"), the Sub-Adviser, at its    
expense, will furnish continuously an investment program for the Fund   
 which shall at all times meet the diversification requirements of Section
 817(h) of the Internal Revenue Code of 1986, as amended (the "Code"). The
  Sub-Adviser will make investment decisions on behalf of the Fund and place
all orders for the purchase and sale of portfolio securities. In the    
  performance of its duties, the Sub-Adviser will comply with the provisions
of the organizational documents and Bylaws of the Fund and the stated   
 investment objective, policies and restrictions of the Fund, and will use
 its best efforts to safeguard and promote the welfare of the Fund, and to
  comply with other policies which the Directors or the Adviser, as the case
may be, may from time to time determine. The Sub-Adviser shall make its 
 officers and employees available to the Adviser from time to time at such
  reasonable times as the parties may agree to review investment policies of
 the Fund and to consult with the Adviser regarding the investment affairs
of the Fund.                                                            

(b) The Sub-Adviser, at its expense, will furnish (i) all necessary investment  
and management facilities, including salaries of personnel,             

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required for it to execute its duties faithfully and (ii) administrative
facilities, including bookkeeping, clerical personnel and equipment     
 necessary for the efficient conduct of the investment affairs of the Fund
(excluding determination of net asset value per share and shareholder   
accounting services).                                                   

(c) In the selection of brokers and dealers and the placing of orders for the   
purchase and sale of portfolio investments for the Fund, the Sub-Adviser
  shall use its best efforts to obtain for the Fund the most favorable price
and execution available, except to the extent it may be permitted to pay
higher brokerage commissions for brokerage and research services as     
  described below. In using its best efforts to obtain for the Fund the best
execution available, the Sub-Adviser, bearing in mind the Fund's best   
interests at all times, shall consider all factors it deems relevant,   
 including by way of illustration: price; the size of the transaction; the
nature of the market for the security; the amount of the commission; the
   timing of the transaction taking into account market prices and trends; the
reputation, experience and financial stability of the broker or dealer  
involved; and the quality of service rendered by the broker or dealer in
 other transactions. Subject to such policies as the Directors of the Fund
   may determine, the Sub-Adviser shall not be deemed to have acted unlawfully
  or to have breached any duty created by this Agreement or otherwise solely
by reason of its having caused the Fund to pay a broker or dealer that  
provides brokerage and research services to the Sub-Adviser an amount of
commission for effecting a portfolio investment transaction in excess of
the amount of commission another broker or dealer would have charged for
effecting that transaction, if the Sub-Adviser determines in good faith 
 that such amount of commission was reasonable in relation to the value of
the brokerage and research services provided by such broker or dealer,  
  viewed in terms of either that particular transaction or the Sub-Adviser's
  over-all responsibilities with respect to the Fund and to other clients of
the Sub-Adviser as to which the Sub-Adviser exercises investment        
discretion.                                                             

(d) The Sub-Adviser shall not be obligated to pay any expenses of or for the    
Fund not expressly assumed by the Sub-Adviser pursuant to this Section 1
other than as provided in Section 3.                                    

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2. OTHER AGREEMENTS, ETC.                                                       

It is understood that any of the shareholders, Directors, officers and          
employees of the Fund may be a shareholder, director, officer or employee of,   
or be otherwise interested in, the Sub-Adviser, and in any person controlled by 
or under common control with the Sub-Adviser; and that the Sub-Adviser and any  
person controlled by or under common control with the Sub-Adviser may have an   
interest in the Fund or one or more Separate Accounts, or any other investment  
vehicle for which the Fund is an eligible investment fund.                      

3. COMPENSATION TO BE PAID BY THE ADVISER TO THE SUB-ADVISER.                   

The Adviser will pay to the Sub-Adviser as compensation for the Sub-Adviser's   
services rendered and for the expenses borne by the Sub-Adviser pursuant to     
Section 1, a fee, computed and paid at the annual rate of 0.50 of 1% of the     
first $200 million of average net assets of the Fund, 0.40 of 1% of the next    
$200 million of average net assets, and 0.35 of 1% of any excess over $400      
million. Such fee shall be paid by the Adviser, and not by the Fund, and        
without regard to any reduction in the fees paid by the Fund to the Adviser     
under its management contract as a result of any statutory or regulatory        
limitation on investment company expenses or voluntary fee reduction assumed by 
the Adviser. Such fee shall be payable for each month within 10 business days   
after the end of such month.                                                    

If the Sub-Adviser shall serve for less than the whole of a month, the          
foregoing compensation shall be prorated.                                       

4. ASSIGNMENT TERMINATES THIS AGREEMENT; AMENDMENTS OF THIS AGREEMENT.          

This Agreement shall automatically terminate, without the payment of any        
penalty, in the event of its assignment or in the event that the investment     
advisory contract between the Adviser and the Fund 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 the Adviser or of the Sub-     
Adviser.                                                                        

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5. EFFECTIVE PERIOD AND TERMINATION OF THIS AGREEMENT.                          

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 4) until terminated as follows:                         

(a) The Fund may at any time terminate this Agreement by not more than      
sixty days' written notice delivered or mailed by registered mail,  
postage prepaid, to the Adviser and the Sub-Adviser; 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 the the Adviser or of the Sub-Adviser, 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, the Sub-Adviser may
  continue to serve hereunder in a manner consistent with the Investment
Company Act of 1940 and the Rules and Regulations thereunder; or    

(c) The Adviser may at any time terminate this Agreement by not less than   
ninety days' written notice delivered or mailed by registered mail, 
postage prepaid, to the Sub-Adviser, and the Sub-Adviser may at any 
  time terminate this Agreement by not less than 90 days' written notice
delivered or mailed by registered mail, postage prepaid, to the     
Adviser.                                                            

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 5 shall be without the   
payment of any penalty.                                                         

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6. CERTAIN INFORMATION.                                                         

The Sub-Adviser shall promptly notify the Adviser in writing of the occurrence  
of any of the following events:                                                 

(a) the Sub-Adviser shall fail to be registered as an investment adviser    
under the Investment Advisers Act of 1940, as amended from time to  
 time, and under the laws of any jurisdiction in which the Sub-Adviser
is required to be registered as an investment adviser in order to   
perform its obligations under this Agreement;                       

(b) the Sub-Adviser 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;                                                

(c) the ownership of more than 51% of the common stock of the Sub-Adviser   
  issued and outstanding as of the effective date of this Agreement will
be transferred; and                                                 

(d) the Chairman of the Board of Directors or the President of the Sub-     
Adviser, or any of the Sub-Adviser's portfolio managers for the Fund
shall have changed.                                                 

7. 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.       

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8. NONLIABILITY OF SUB-ADVISER.                                                 

In the absence of willful misfeasance, bad faith or gross negligence on the     
part of the Sub-Adviser, or reckless disregard of its obligations and duties    
hereunder, the Sub-Adviser shall not be subject to any liability to the Fund or 
to any shareholder of the Fund, for any act or omission in the course of, or    
connected with, the rendering of services hereunder.                            

Sub-Adviser agrees to indemnify the Adviser, the Separate Accounts and the      
Depositor of the Separate Accounts 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-Adviser) or litigation (including legal and 
other expenses) to which the Adviser, the Separate Accounts or the Depositor of 
the Separate Accounts may become subject under any statute, at common law or    
otherwise, insofar as such losses, claims, damages, liabilities or expenses (or 
actions in respect thereof) or settlements arise as a result of any failure by  
the Sub-Adviser, whether unintentional or in good faith or otherwise, to        
adequately diversify the investment program of the Fund, pursuant to the        
requirements of Section 817(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        
separate accounts, endowment, and life insurance contracts.                     

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IN WITNESS WHEREOF, LINCOLN INVESTMENT MANAGEMENT, INC. and DELAWARE            
INTERNATIONAL ADVISERS LIMITED have each caused this Instrument to be signed in 
duplicate on its behalf by its duly authorized representative, all as of the    
day and year first above written.                                               

                             Lincoln Investment Management, Inc.

                                    By: ______________________________________
                                    Printed Name: ____________________________
                                    Title: ___________________________________

                                 Delaware International Advisers Limited

                                    By: ______________________________________
                                    Printed Name: ____________________________
                                    Title: ___________________________________

Accepted and agreed to as of the day                                            
and year first above written:                                                   

Lincoln National International Fund,                                            
Inc.                                                                        

By: _________________________________                                           
Printed Name: _______________________                                           
Title: ______________________________                                           

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EXHIBIT D 

Modification of An Investment Restriction in Each of Six Multi Funds to Permit  
Purchase of Certain Loan Participation Certificates As Money Market Items       

For each Fund listed below, if you approve the change to these restrictions,    
this is how they will read (WITH THE BOLDFACE PORTION ADDED). If you do not     
approve the change, they will read as is, without the boldface material.        

Lincoln National Bond Fund, Inc.: Statement of Additional Information, Page BF- 
3:                                                                              

"The fund may not:                                                          
4.  Make loans except that it may lend its portfolio securities if such     
loans are fully collateralized and such loans of securities do not  
exceed 15% of its total assets at any one time. See Investment      
policies and techniques in the Prospectus. The purchase of debt     
securities (INCLUDING LOAN PARTICIPATION CERTIFICATES) and the entry
into repurchase agreements are not considered the making of loans." 

Lincoln National Growth and Income Fund, Inc.: Statement of Additional          
Information, Page GF-3:                                                         

"The fund may not:                                                          
4.  Make loans except that it may lend its portfolio securities if such     
loans are fully collateralized and such loans of securities do not  
exceed one-third of its total assets at any one time. See Investment
policies and techniques in the Prospectus. The purchase of debt     
securities (INCLUDING LOAN PARTICIPATION CERTIFICATES) and the entry
into repurchase agreements are not considered the making of loans." 

Lincoln National Managed Fund, Inc.: Statement of Additional Information, Page  
MF-3:                                                                           

"The fund may not:                                                          

4.  Make loans except that it may lend its portfolio securities if such     
loans are fully collateralized and such loans of securities do not  

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exceed 15% of its total assets at any one time. See Investment      
policies. The purchase of debt securities (INCLUDING LOAN           
PARTICIPATION CERTIFICATES) and the entry into repurchase agreements
are not considered the making of loans."                            

Lincoln National Money Market Fund, Inc.: Statement of Additional Information,  
Page MM-3:                                                                      

"The fund may not:                                                          

3.  Make loans except that it may lend its portfolio securities if such     
loans are fully collateralized and such loans of securities do not  
exceed one-third of its total assets at any one time. See Investment
policies and techniques. The purchase of debt securities (INCLUDING 
LOAN PARTICIPATION CERTIFICATES) and the entry into repurchase      
agreements are not considered the making of loans."                 

Lincoln National Social Awareness Fund, Inc.: Statement of Additional           
Information, Page SA-3:                                                         

"The fund may not:                                                          

4.  Make loans except that it may lend its portfolio securities if such     
loans are fully collateralized and such loans of securities do not  
exceed one-third of its total assets at any one time. See Investment
policies and techniques. The purchase of debt securities (INCLUDING 
LOAN PARTICIPATION CERTIFICATES) and the entry into repurchase      
agreements are not considered the making of loans."                 

Lincoln National Special Opportunities Fund, Statement of Additional            
Information, Page SO-3:                                                         

"The fund may not:                                                          

3.  Make loans except that it may lend its portfolio securities if such loans   
are fully collateralized and such loans of securities do not exceed one-
third of its total assets at any one time. See Investment policies and  
 techniques. The purchase of debt securities (INCLUDING LOAN PARTICIPATION
 CERTIFICATES) and the entry into repurchase agreements are not considered
the making of loans."                                                   

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EXHIBIT E 

CURRENT TEXT OF THE FUNDAMENTAL POLICIES THAT IS PROPOSED BY THE BOARD TO BE    
ELIMINATED FOR EACH FUND:                                                       

Lincoln National Bond Fund--                                                    

Invest more than 5% of its total assets in securities of issues which   
(together with predecessors) have been in operation for less than       
three years. This restriction shall not apply to obligations issued     
or guaranteed by the U.S. Government, it's agencies or                  
instrumentalities.                                                      

Invest in interests in oil, gas and other mineral exploration or        
development programs, except that the fund may invest in the            
securities of companies which invest in or sponsor such programs.       

Invest in securities of any issuer if, to the knowledge of the fund,    
officers or directors of the fund or its advisor, who individually      
own beneficially 0.5% or more of the securities of such issuer,         
collectively own beneficially more than 5% of the securities of such    
issuer.                                                                 

Lincoln National Global Asset Allocation Fund--                                 

Invest in securities of any issuer, if, to the knowledge of the fund,   
officers and directors of the fund and officers and directors of the    
advisor or the sub-advisor who beneficially own more than 0.5% of the   
shares of securities of that issuer together own more than 5%.          

Buy or sell oil, gas or other mineral leases, rights or royalty         
contracts.                                                              

Lincoln National Growth and Income Fund--                                       

Invest more than 5% of its total assets in securities of issuers        
which, together with predecessors, have been in operation for less      
than three years. This restriction shall not apply to obligations       
issued or guaranteed by the U.S. Government, its agencies or            
instrumentalities.                                                      

Invest in interests in oil, gas and other mineral exploration or        
development programs, except that the fund may invest in the            
securities of companies which invest in or sponsor such programs.       

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Invest in securities of any issuer if, to the knowledge of the fund,    
officers or directors of the fund or its advisor, who individually      
beneficially own 1/2 of 1% or more of the securities of that issuer,    
collectively beneficially own more than 5% of the securities of that    
issuer.                                                                 

Lincoln National International Fund--                                           

Invest in interests in oil, gas and other mineral exploration or        
development programs, except that the fund may invest in the            
securities of companies which invest in or sponsor such programs.       

Invest in securities of any issuer if, to the knowledge of the fund,    
officers or directors of the fund or its advisor, who individually      
own beneficially 0.5% or more of the securities of such issuer,         
collectively own beneficially more than 5% of the securities of such    
issuer.                                                                 

Invest more than 10% of its total assets in issues of companies which   
have been in operation for less than three years.                       

Lincoln National Managed Fund--                                                 

Invest more than 5% of its total assets in securities of issuers        
which (together with predecessors) have been in operation for less      
than three years. This restriction shall not apply to obligations       
issued or guaranteed by the U.S. Government, its agencies or            
instrumentalities.                                                      

Invest in interests in oil, gas and other mineral exploration or        
development programs, except that the fund may invest in the            
securities of companies which invest in or sponsor such programs.       

Invest in securities of any issuer if, to the knowledge of the fund,    
officers or directors of the fund or its advisor, who individually      
own beneficially 0.5% or more of the securities of such issuer,         
collectively own beneficially more than 5% of the securities of such    
issuer.                                                                 

Lincoln National Money Market Fund--                                            

Invest more than 5% of its total assets in securities of issuers        
which, together with their predecessors, have been in operation for     
less than three years. This restriction shall not apply to              

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obligations issued or guaranteed by the U.S. Government, its agencies   
or instrumentalities.                                                   

Invest in interests in oil, gas and other mineral exploration or        
development programs, except that the fund may invest in the            
securities of companies which invest in or sponsor such programs.       

Invest in securities of any issuer if, to the knowledge of the fund,    
officers or directors of the fund or its investment advisor, who        
individually own beneficially 0.5% or more of the securities of such    
issuer, collectively own beneficially more than 5% of the securities    
of such issuer.                                                         

Lincoln National Social Awareness Fund--                                        

Invest more than 5% of its total assets in securities of issuers        
which, together with predecessors, have been in operation for less      
than three years. This restriction shall not apply to obligations       
issued or guaranteed by the U.S. Government, its agencies or            
instrumentalities.                                                      

Invest in interests in oil, gas and other mineral exploration or        
development programs, except that the fund may invest in the            
securities of companies which invest in or sponsor such programs.       

Invest in securities of any issuer if, to the knowledge of the fund,    
officers or directors of the fund or its advisor, who individually      
beneficially own 1/2 of 1% or more of the securities of that issuer,    
collectively beneficially own more than 5% of the securities of that    
issuer.                                                                 

Lincoln National Special Opportunities Fund--                                   

Invest in securities of any issuer if, to the knowledge of the fund,    
officers or directors of the fund or its advisor, who individually      
beneficially own 1/2 of 1% or more of the securities of that issuer,    
collectively beneficially own more than 5% of the securities of that    
issuer.                                                                 

Invest in interests in oil, gas and other mineral exploration or        
development programs, except that the fund may invest in the            
securities of companies which invest in or sponsor such programs.       

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PROXY                        LINCOLN NATIONAL LIFE                         PROXY
LINCOLN NATIONAL AGGRESSIVE GROWTH FUND, INC. 

THESE INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE LINCOLN NATIONAL LIFE   
INSURANCE COMPANY (THE "COMPANY") 

I, the undersigned, hereby direct the Company to cast, as designated below, all 
the votes attributable to the Company's variable annuity contract which I own,  
at the Special Meeting of the Stockholder of Lincoln National Aggressive        
Growth Fund, Inc., to be held on April 13, 1998 or any adjournment thereof.     

I acknowledge receipt of the Notice of Special Meeting of                       
the Stockholder and accompanying Proxy Statement dated                          
March 9, 1998.                                                                  

--------------------------------------------------                              
Signature                                                                       

--------------------------------------------------                              
Signature (if held jointly)                                                     

--------------------------------------------------, 1998                        
Date                                                                            

                   PLEASE MARK YOUR VOTE ON THE REVERSE SIDE                 [_]

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

Upon proper execution of this form, the votes indicated below will be cast in   
the manner directed herein by the undersigned Contract Owner, and in the        
Company's discretion upon such matters as may properly come before the meeting  
or any adjournment thereof. IF NO DIRECTION IS MADE, THE VOTES WILL BE CAST FOR 
THE MATTERS DESCRIBED IN THE ITEMS LISTED BELOW. If this form is not returned,  
or is returned not properly executed, such votes will be cast by the Company in 
the same proportions as those for which directions have been received from all  
other Contract Owners participating in the same fund. This proxy confers        
authority only with respect to the meeting (and any adjournment thereof) to     
which it pertains. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY INSTRUCTION    
CARD BY APRIL 3, 1998, USING THE ENCLOSED ENVELOPE. TO VOTE, MARK BLOCKS BELOW  
IN BLUE OR BLACK INK. Example: [FILL IN ENTIRELY WITH BLUE OR BLACK INK]        

1.   Election of Directors:                                                     
      John B. Borsch Jr., Kelly D. Clevenger, Nancy L. Frisby,
     Barbara S. Kowalczyk, Kenneth G. Stella

  FOR         WITHHOLD         FOR ALL
 ALL            ALL           EXCEPT
                               (As marked below)
[_]            [_]             [_]

To withhold authority to vote for any individual nominee, print that nominee's  
name on the line below:                                                         

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

6.   To approve or reject engagement of Ernst & Young LLP as independent        
auditors for each Fund, as explained in the Proxy Statement.          

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

7.   To transact such other business as may properly come before the meeting.   

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PROXY                        LINCOLN NATIONAL LIFE                        PROXY 
LINCOLN NATIONAL BOND FUND, INC.  

THESE INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE LINCOLN NATIONAL LIFE   
INSURANCE COMPANY (THE "COMPANY") 

I, the undersigned, hereby direct the Company to cast, as designated below, all 
the votes attributable to the Company's variable annuity contract which I own,  
at the Special Meeting of the Stockholder of Lincoln National Bond Fund, Inc.,  
to be held on April 13, 1998 or any adjournment thereof.                        

I acknowledge receipt of the Notice of Special Meeting of                       
the Stockholder and accompanying Proxy Statement dated                          
March 9, 1998.                                                                  

-----------------------------------------------------                           
Signature                                                                       

-----------------------------------------------------                           
Signature (if held jointly)                                                     

-----------------------------------------------------, 1998                     
Date                                                                            

  PLEASE MARK YOUR VOTE ON THE REVERSE SIDE               L5

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

Upon-proper execution of this form, the votes indicated below will be cast in   
the manner directed herein by the undersigned Contract Owner, and in the        
Company's discretion upon such matters as may properly come before the meeting  
or any adjournment thereof.  IF NO DIRECTION IS MADE, THE VOTES WILL BE CAST FOR
THE MATTERS DESCRIBED IN THE ITEMS LISTED BELOW.  If this form is not returned, 
or is returned not properly executed, such votes will be cast by the Company in 
the same proportions as those for which directions have been received from all  
other Contract Owners participating in the same Fund.  This proxy confers       
authority only with respect to the meeting (and any adjournment thereof) to     
which it pertains.  PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY INSTRUCTION   
CARD BY APRIL 3, 1998, USING THE ENCLOSED ENVELOPE.  TO VOTE, MARK BLOCKS BELOW 
IN BLUE OR BLACK INK.  Example [FILL IN ENTIRELY WITH BLUE OR BLACK INK]        

1.  Election of Directors:                                                      
             John B. Borsch, Jr., Kelly D. Clevenger, Nancy L. Frisby,
           Barbara S. Kowalczyk, Kenneth G. Stella

FOR             WITHHOLD           FOR ALL  
ALL               ALL              EXCEPT   
                                 (As marked below)
[_]                [_]               [_]    

To withhold authority to vote for any individual nominee, print that nominee's  
name on the line below:                                                         

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

4.  To approve or reject investments in certain Loan Participation Certificates,
under the terms described in the Proxy Statement.                       

FOR             AGAINST           ABSTAIN   

[_]               [_]               [_]     

5.  To approve or reject the elimination of certain fundamental investment      
restrictions as described in the Proxy Statement.                       

a)  Ownership by Officers-Directors                                     

FOR             AGAINST           ABSTAIN   

[_]               [_]               [_]     

b)  Oil & Gas Exploration                                               

FOR             AGAINST           ABSTAIN   

[_]               [_]               [_]     

C)  Companies less than 3 years old                                     

FOR             AGAINST           ABSTAIN   

[_]               [_]               [_]     

6.  To approve or reject engagement of Ernst & Young LLP as independent         
auditors for each Fund, as explained in the Proxy Statement.            

FOR             AGAINST           ABSTAIN   
[_]               [_]               [_]     

7.  To transact such other business as may properly come before the meeting.    

                                                          L5

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PROXY                        LINCOLN NATIONAL LIFE                     PROXY    

LINCOLN NATIONAL LIFE 
LINCOLN NATIONAL CAPITAL APPRECIATION FUND, INC.  

THESE INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE LINCOLN NATIONAL LIFE   
INSURANCE COMPANY (THE "COMPANY") 

I, the undersigned, hereby direct the Company to cast, as designated below, all 
the votes attributable to the Company's variable annunity contract which I own, 
at the Special Meeting of the Stockholder of Lincoln National Capital           
Appreciation Fund, Inc., to be held on April 13, 1998 or any adjournment        
thereof.                                                                        

I acknowledge receipt of the Notice of Special Meeting of                       
the Stockholder and accompanying Proxy Statement dated                          
March 9, 1998.                                                                  

-----------------------------------------------------                           
Signature                                                                       

-----------------------------------------------------                           
Signature (if held jointly)                                                     

-----------------------------------------------------, 1998                     
Date                                                                            

        PLEASE MARK YOUR VOTE ON THE REVERSE SIDE       L1

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

Upon proper execution of this form, the votes indicated below will be cast in   
the manner directed herein by the undersigned Contract Owner, and in the        
Company's discretion upon such matters as may properly come before the meeting  
or any adjournment thereof.  IF NO DIRECTION IS MADE, THE VOTES WILL BE CAST    
FOR THE MATTERS DESCRIBED IN THE ITEMS LISTED BELOW.  If this form is not       
returned, or is returned not properly executed, such votes will be cast by the  
Company in the same proportions as those for which directions have been received
from all other Contract Owners participating in the same Fund.  This proxy      
confers authority only with respect to the meeting (and any adjournment thereof)
to which it pertains.  PLEASE MARK SIGN, DATE AND RETURN THIS PROXY INSTRUCTION 
CARD BY APRIL 3, 1998, USING THE ENCLOSED ENVELOPE.  TO VOTE, MARK BLOCKS BELOW 
IN BLUE OR BLACK INK.  Example: [FILL IN ENTIRELY WITH BLUE OR BLACK INK]       

1.  Election of Directors:                                                      
                   John B. Borsch, Jr., Kelly D. Clevenger, Nancy L. Frisby,
                 Barbara S. Kowalczyk, Kenneth G. Stella

                              FOR              WITHHOLD          FOR ALL
                             ALL                 ALL            EXCEPT
                                                               (As marked below)

                            [_]                 [_]              [_]

To withhold authority to vote for any individual nominee, print that nominee's  
name on the line below:                                                         

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

6.  To approve or reject engagement of Ernst & Young LLP as independent auditors
for each Fund, as explained in the Proxy Statement.                     

                              FOR              AGAINST           ABSTAIN

                            [_]                [_]               [_]

7.  To transact such other business as may properly come before the meeting.    

                              FOR              AGAINST           ABSTAIN

                            [_]                [_]               [_]

                                                        L1

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PROXY                         LINCOLN NATIONAL LIFE                    PROXY    
LINCOLN NATIONAL EQUITY-INCOME FUND, INC. 

THESE INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE LINCOLN NATIONAL LIFE   
INSURANCE COMPANY (THE "COMPANY") 

I, the undersigned, hereby direct the Company to cast, as designated below, all 
the votes attributable to the Company's variable annuity contract which I own,  
at the Special Meeting of the Stockholder of Lincoln National Equity-Income     
Fund, Inc., to be held on April 13, 1998 or any adjournment thereof.            

I acknowledge receipt of the Notice of Special Meeting of                       
the Stockholder and accompanying Proxy Statement dated                          
March 9, 1998.                                                                  

------------------------------------------------------                          
Signature                                                                       

------------------------------------------------------                          
Signature (if held jointly)                                                     

------------------------------------------------------, 1998                    
Date                                                                            

     PLEASE MARK YOUR VOTE ON THE REVERSE SIDE          L3

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

Upon proper execution of this form, the votes indicated below will be cast in   
the manner directed herein by the undersigned Contract Owner, and in the        
Company's discretion upon such matters as may properly come before the meeting  
or any adjournment thereof.  IF NO DIRECTION IS MADE, THE VOTES WILL BE CAST FOR
THE MATTERS DESCRIBED IN THE ITEMS LISTED BELOW.  If this form is not returned, 
or is returned not properly executed, such votes will be cast by the Company in 
the same proportions as those for which directions have been received from all  
other Contract Owners participating in the same Fund.  This proxy confers       
authority only with respect to the meeting (add any adjournment thereof) to     
which it pertains.  PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY INSTRUCTION   
CARD BY APRIL 3, 1998, USING THE ENCLOSED ENVELOPE.  TO VOTE, MARK BLOCKS BELOW 
IN BLUE OR BLACK INK. Example: [FILL IN ENTIRELY WITH BLUE OR BLACK INK]        

1.  Election of Directors:                                                      
                     John B. Borsch, Jr., Kelly D. Clevenger, Nancy L. Frisby,
                   Barbara S. Kowalczyk, Kenneth G. Stella

                                FOR            WITHHOLD      FOR ALL
                               ALL               ALL        EXCEPT
                                                             (As marked below)
                             [_]               [_]         [_]

To withhold authority to vote for any individual nominee, print that nominee's  
name on the line below:                                                         

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

2.  To approve or reject a reduction in investment advisory and subadvisory     
fees, under the terms described in the Proxy Statement.                 

                                  FOR             AGAINST        ABSTAIN

                                [_]               [_]            [_]

6.  To approve or reject engagement of Ernst & Young LLP as independent auditors
for each Fund, as explained in the Proxy Statement.                     

                                  FOR             AGAINST        ABSTAIN

                                [_]               [_]            [_]

7.  To transact such other business as may properly come before the meeting.    

                                  FOR             AGAINST        ABSTAIN

                                [_]               [_]            [_]

                                                        L3

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PROXY                        LINCOLN NATIONAL LIFE                         PROXY
LINCOLN NATIONAL GLOBAL ASSET ALLOCATION FUND, INC. 

THESE INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE LINCOLN NATIONAL LIFE   
INSURANCE COMPANY (THE "COMPANY") 

I, the undersigned, hereby direct the Company to cast, as designated below, all 
the votes attributable to the Company's variable annuity contract which I own,  
at the Special Meeting of the Stockholder of Lincoln National Global Asset      
Allocation Fund, Inc., to be held on April 13, 1998 or any adjournment thereof. 

I acknowledge receipt of the Notice of Special Meeting of                       
the Stockholder and accompanying Proxy Statement dated                          
March 9, 1998.                                                                  

--------------------------------------------------                              
Signature                                                                       

--------------------------------------------------                              
Signature (if held jointly)                                                     

--------------------------------------------------, 1998                        
Date                                                                            

                  PLEASE MARK YOUR VOTE ON THE REVERSE SIDE                 L4

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

Upon proper execution of this form, the votes indicated below will be cast in   
the manner directed herein by the undersigned Contract Owner, and in the        
Company's discretion upon such matters as may properly come before the meeting  
or any adjournment thereof. IF NO DIRECTION IS MADE, THE VOTES WILL BE CAST FOR 
THE MATTERS DESCRIBED IN THE ITEMS LISTED BELOW. If this form is not returned,  
or is returned not properly executed, such votes will be cast by the Company in 
the same proportions as those for which directions have been received from all  
other Contract Owners participating in the same fund. This proxy confers        
authority only with respect to the meeting (and any adjournment thereof) to     
which it pertains. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY INSTRUCTION    
CARD BY APRIL 3, 1998, USING THE ENCLOSED ENVELOPE. TO VOTE, MARK BLOCKS BELOW  
IN BLUE OR BLACK INK. Example: [FILL IN ENTIRELY WITH BLUE OR BLACK INK]        

1.   Election of Directors:                                                     
      John B. Borsch Jr., Kelly D. Clevenger, Nancy L. Frisby,
     Barbara S. Kowalczyk, Kenneth G. Stella

  FOR         WITHHOLD         FOR ALL
 ALL            ALL           EXCEPT
                               (As marked below)
[_]            [_]             [_]

To withhold authority to vote for any individual nominee, print that nominee's  
name on the line below:                                                         

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

5.   To approve or reject the elimination of certain fundamental investment     
restrictions, as described in the Proxy Statement.                    

a)  Ownership by Officers/Directors                                   

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

b)  Oil & Gas Exploration                                             

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

6.   To approve or reject engagement of Ernst & Young LLP as independent        
auditors for each Fund, as explained in the Proxy Statement.          

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

7.   To transact such other business as may properly come before the meeting.   

DEFS14A
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PROXY                        LINCOLN NATIONAL LIFE                         PROXY
LINCOLN NATIONAL GROWTH AND INCOME FUND, INC. 

THESE INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE LINCOLN NATIONAL LIFE   
INSURANCE COMPANY (THE "COMPANY") 

I, the undersigned, hereby direct the Company to cast, as designated below, all 
the votes attributable to the Company's variable annuity contract which I own,  
at the Special Meeting of the Stockholder of Lincoln National Growth and        
Income Fund, Inc., to be held on April 13, 1998 or any adjournment thereof.     

I acknowledge receipt of the Notice of Special Meeting of                       
the Stockholder and accompanying Proxy Statement dated                          
March 9, 1998.                                                                  

--------------------------------------------------                              
Signature                                                                       

--------------------------------------------------                              
Signature (if held jointly)                                                     

--------------------------------------------------, 1998                        
Date                                                                            

                  PLEASE MARK YOUR VOTE ON THE REVERSE SIDE                 L5

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

Upon proper execution of this form, the votes indicated below will be cast in   
the manner directed herein by the undersigned Contract Owner, and in the        
Company's discretion upon such matters as may properly come before the meeting  
or any adjournment thereof. IF NO DIRECTION IS MADE, THE VOTES WILL BE CAST FOR 
THE MATTERS DESCRIBED IN THE ITEMS LISTED BELOW. If this form is not returned,  
or is returned not properly executed, such votes will be cast by the Company in 
the same proportions as those for which directions have been received from all  
other Contract Owners participating in the same fund. This proxy confers        
authority only with respect to the meeting (and any adjournment thereof) to     
which it pertains. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY INSTRUCTION    
CARD BY APRIL 3, 1998, USING THE ENCLOSED ENVELOPE. TO VOTE, MARK BLOCKS BELOW  
IN BLUE OR BLACK INK. Example: [FILL IN ENTIRELY WITH BLUE OR BLACK INK]        

1.   Election of Directors:                                                     
      John B. Borsch Jr., Kelly D. Clevenger, Nancy L. Frisby,
     Barbara S. Kowalczyk, Kenneth G. Stella

  FOR         WITHHOLD         FOR ALL
 ALL            ALL           EXCEPT
                               (As marked below)
[_]            [_]             [_]

To withhold authority to vote for any individual nominee, print that nominee's  
name on the line below:                                                         

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

4.   To approve or reject investments in certain Loan Participation             
Certificates, under the terms described in the Proxy Statement.       

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

5.   To approve or reject the elimination of certain fundamental investment     
restrictions, as described in the Proxy Statement.                    

a)  Ownership by Officers/Directors                                   

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

b)  Oil & Gas Exploration                                             

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

c)  Companies less than 3 years old                                   

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

6.   To approve or reject engagement of Ernst & Young LLP as independent        
auditors for each Fund, as explained in the Proxy Statement.          

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

7.   To transact such other business as may properly come before the meeting.   

                                                                              L5

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PROXY                        LINCOLN NATIONAL LIFE                         PROXY
LINCOLN NATIONAL INTERNATIONAL FUND, INC. 

THESE INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE LINCOLN NATIONAL LIFE   
INSURANCE COMPANY (THE "COMPANY") 

I, the undersigned, hereby direct the Company to cast, as designated below, all 
the votes attributable to the Company's variable annuity contract which I own,  
at the Special Meeting of the Stockholder of Lincoln National International     
Fund, Inc., to be held on April 13, 1998 or any adjournment thereof.            

I acknowledge receipt of the Notice of Special Meeting of                       
the Stockholder and accompanying Proxy Statement dated                          
March 9, 1998.                                                                  

--------------------------------------------------                              
Signature                                                                       

--------------------------------------------------                              
Signature (if held jointly)                                                     

--------------------------------------------------, 1998                        
Date                                                                            

                  PLEASE MARK YOUR VOTE ON THE REVERSE SIDE                 L6

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

Upon proper execution of this form, the votes indicated below will be cast in   
the manner directed herein by the undersigned Contract Owner, and in the        
Company's discretion upon such matters as may properly come before the meeting  
or any adjournment thereof. IF NO DIRECTION IS MADE, THE VOTES WILL BE CAST FOR 
THE MATTERS DESCRIBED IN THE ITEMS LISTED BELOW. If this form is not returned,  
or is returned not properly executed, such votes will be cast by the Company in 
the same proportions as those for which directions have been received from all  
other Contract Owners participating in the same fund. This proxy confers        
authority only with respect to the meeting (and any adjournment thereof) to     
which it pertains. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY INSTRUCTION    
CARD BY APRIL 3, 1998, USING THE ENCLOSED ENVELOPE. TO VOTE, MARK BLOCKS BELOW  
IN BLUE OR BLACK INK. Example: [FILL IN ENTIRELY WITH BLUE OR BLACK INK]        

1.   Election of Directors:                                                     
      John B. Borsch Jr., Kelly D. Clevenger, Nancy L. Frisby,
     Barbara S. Kowalczyk, Kenneth G. Stella

  FOR         WITHHOLD         FOR ALL
 ALL            ALL           EXCEPT
                               (As marked below)
[_]            [_]             [_]

To withhold authority to vote for any individual nominee, print that nominee's  
name on the line below:                                                         

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

3.   To approve or reject a sub-advisory agreement with Delaware International  
   Advisers LTD, under the terms described in the Proxy Statement, replacing
Clay Finlay Inc.                                                      

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

5.   To approve or reject the elimination of certain fundamental investment     
restrictions, as described in the Proxy Statement.                    

a)  Ownership by Officers/Directors                                   

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

b)  Oil & Gas Exploration                                             

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

c)  Companies less than 3 years old                                   

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

6.   To approve or reject engagement of Ernst & Young LLP as independent        
auditors for each Fund as explained in the Proxy Statement.           

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

7.   To transact such other business as may properly come before the meeting.   

                                                                            L6

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PROXY                        LINCOLN NATIONAL LIFE                         PROXY
LINCOLN NATIONAL MANAGED FUND, INC. 

THESE INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE LINCOLN NATIONAL LIFE   
INSURANCE COMPANY (THE "COMPANY") 

I, the undersigned, hereby direct the Company to cast, as designated below, all 
the votes attributable to the Company's variable annuity contract which I own,  
at the Special Meeting of the Stockholder of Lincoln National Managed Fund,     
Inc., to be held on April 13, 1998 or any adjournment thereof.                  

I acknowledge receipt of the Notice of Special Meeting of                       
the Stockholder and accompanying Proxy Statement dated                          
March 9, 1998.                                                                  

--------------------------------------------------                              
Signature                                                                       

--------------------------------------------------                              
Signature (if held jointly)                                                     

--------------------------------------------------, 1998                        
Date                                                                            

                  PLEASE MARK YOUR VOTE ON THE REVERSE SIDE                 L5

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

Upon proper execution of this form, the votes indicated below will be cast in   
the manner directed herein by the undersigned Contract Owner, and in the        
Company's discretion upon such matters as may properly come before the meeting  
or any adjournment thereof. IF NO DIRECTION IS MADE, THE VOTES WILL BE CAST FOR 
THE MATTERS DESCRIBED IN THE ITEMS LISTED BELOW. If this form is not returned,  
or is returned not properly executed, such votes will be cast by the Company in 
the same proportions as those for which directions have been received from all  
other Contract Owners participating in the same Fund. This proxy confers        
authority only with respect to the meeting (and any adjournment thereof) to     
which it pertains. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY INSTRUCTION    
CARD BY APRIL 3, 1998, USING THE ENCLOSED ENVELOPE. TO VOTE, MARK BLOCKS BELOW  
IN BLUE OR BLACK INK. Example: [FILL IN ENTIRELY WITH BLUE OR BLACK INK]        

1.   Election of Directors:                                                     
      John B. Borsch Jr., Kelly D. Clevenger, Nancy L. Frisby,
     Barbara S. Kowalczyk, Kenneth G. Stella

  FOR         WITHHOLD         FOR ALL
 ALL            ALL           EXCEPT
                               (As marked below)
[_]            [_]             [_]

To withhold authority to vote for any individual nominee, print that nominee's  
name on the line below:                                                         

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

4.   To approve or reject investments in certain Loan Participation             
Certificates, under the terms described in the Proxy Statement.       

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

5.   To approve or reject the elimination of certain fundamental investment     
restrictions, as described in the Proxy Statement.                    

a)  Ownership by Officers/Directors                                   

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

b)  Oil & Gas Exploration                                             

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

c)  Companies less than 3 years old                                   

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

6.   To approve or reject engagement of Ernst & Young LLP as independent        
auditors for each Fund, as explained in the Proxy Statement.          

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

7.   To transact such other business as may properly come before the meeting.   

                                                                              L5

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PROXY                        LINCOLN NATIONAL LIFE                         PROXY
LINCOLN NATIONAL MONEY MARKET FUND, INC.  

THESE INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE LINCOLN NATIONAL LIFE   
INSURANCE COMPANY (THE "COMPANY") 

I, the undersigned, hereby direct the Company to cast, as designated below, all 
the votes attributable to the Company's variable annuity contract which I own,  
at the Special Meeting of the Stockholder of Lincoln National Money Market      
Fund, Inc., to be held on April 13, 1998 or any adjournment thereof.            

I acknowledge receipt of the Notice of Special Meeting of                       
the Stockholder and accompanying Proxy Statement dated                          
March 9, 1998.                                                                  

--------------------------------------------------                              
Signature                                                                       

--------------------------------------------------                              
Signature (if held jointly)                                                     

--------------------------------------------------, 1998                        
Date                                                                            

                  PLEASE MARK YOUR VOTE ON THE REVERSE SIDE                 L5

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

Upon proper execution of this form, the votes indicated below will be cast in   
the manner directed herein by the undersigned Contract Owner, and in the        
Company's discretion upon such matters as may properly come before the meeting  
or any adjournment thereof. IF NO DIRECTION IS MADE, THE VOTES WILL BE CAST FOR 
THE MATTERS DESCRIBED IN THE ITEMS LISTED BELOW. If this form is not returned,  
or is returned not properly executed, such votes will be cast by the Company in 
the same proportions as those for which directions have been received from all  
other Contract Owners participating in the same Fund. This proxy confers        
authority only with respect to the meeting (and any adjournment thereof) to     
which it pertains. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY INSTRUCTION    
CARD BY APRIL 3, 1998, USING THE ENCLOSED ENVELOPE. TO VOTE, MARK BLOCKS BELOW  
IN BLUE OR BLACK INK. Example: [FILL IN ENTIRELY WITH BLUE OR BLACK INK]        

1.   Election of Directors:                                                     
      John B. Borsch Jr., Kelly D. Clevenger, Nancy L. Frisby,
     Barbara S. Kowalczyk, Kenneth G. Stella

  FOR         WITHHOLD         FOR ALL
 ALL            ALL           EXCEPT
                               (As marked below)
[_]            [_]             [_]

To withhold authority to vote for any individual nominee, print that nominee's  
name on the line below:                                                         

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

4.   To approve or reject investments in certain Loan Participation             
Certificates, under the terms described in the Proxy Statement.       

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

5.   To approve or reject the elimination of certain fundamental investment     
restrictions, as described in the Proxy Statement.                    

a)  Ownership by Officers/Directors                                   

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

b)  Oil & Gas Exploration                                             

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

c)  Companies less than 3 years old                                   

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

6.   To approve or reject engagement of Ernst & Young LLP as independent        
auditors for each Fund, as explained in the Proxy Statement.          

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

7.   To transact such other business as may properly come before the meeting.   

                                                                              L5

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PROXY                        LINCOLN NATIONAL LIFE                         PROXY
LINCOLN NATIONAL SOCIAL AWARENESS FUND, INC.  

THESE INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE LINCOLN NATIONAL LIFE   
INSURANCE COMPANY (THE "COMPANY") 

I, the undersigned, hereby direct the Company to cast, as designated below, all 
the votes attributable to the Company's variable annuity contract which I own,  
at the Special Meeting of the Stockholder of Lincoln National Social Awareness  
Fund, Inc., to be held on April 13, 1998 or any adjournment thereof.            

I acknowledge receipt of the Notice of Special Meeting of                       
the Stockholder and accompanying Proxy Statement dated                          
March 9, 1998.                                                                  

--------------------------------------------------                              
Signature                                                                       

--------------------------------------------------                              
Signature (if held jointly)                                                     

--------------------------------------------------, 1998                        
Date                                                                            

                  PLEASE MARK YOUR VOTE ON THE REVERSE SIDE                 L5

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

Upon proper execution of this form, the votes indicated below will be cast in   
the manner directed herein by the undersigned Contract Owner, and in the        
Company's discretion upon such matters as may properly come before the meeting  
or any adjournment thereof. IF NO DIRECTION IS MADE, THE VOTES WILL BE CAST FOR 
THE MATTERS DESCRIBED IN THE ITEMS LISTED BELOW. If this form is not returned,  
or is returned not properly executed, such votes will be cast by the Company in 
the same proportions as those for which directions have been received from all  
other Contract Owners participating in the same fund. This proxy confers        
authority only with respect to the meeting (and any adjournment thereof) to     
which it pertains. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY INSTRUCTION    
CARD BY APRIL 3, 1998, USING THE ENCLOSED ENVELOPE. TO VOTE, MARK BLOCKS BELOW  
IN BLUE OR BLACK INK. Example: [FILL IN ENTIRELY WITH BLUE OR BLACK INK]        

1.   Election of Directors:                                                     
      John B. Borsch Jr., Kelly D. Clevenger, Nancy L. Frisby,
     Barbara S. Kowalczyk, Kenneth G. Stella

  FOR         WITHHOLD         FOR ALL
 ALL            ALL           EXCEPT
                               (As marked below)
[_]            [_]             [_]

To withhold authority to vote for any individual nominee, print that nominee's  
name on the line below:                                                         

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

4.   To approve or reject investments in certain Loan Participation             
Certificates, under the terms described in the Proxy Statement.       

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

5.   To approve or reject the elimination of certain fundamental investment     
restrictions, as described in the Proxy Statement.                    

a)  Ownership by Officers/Directors                                   

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

b)  Oil & Gas Exploration                                             

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

c)  Companies less than 3 years old                                   

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

6.   To approve or reject engagement of Ernst & Young LLP as independent        
auditors for each Fund as explained in the Proxy Statement.           

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

7.   To transact such other business as may properly come before the meeting.   

                                                                              L5

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PROXY                        LINCOLN NATIONAL LIFE                         PROXY
LINCOLN NATIONAL SPECIAL OPPORTUNITIES FUND, INC. 

THESE INSTRUCTIONS ARE SOLICITED ON BEHALF OF THE LINCOLN NATIONAL LIFE   
INSURANCE COMPANY (THE "COMPANY") 

I, the undersigned, hereby direct the Company to cast, as designated below, all 
the votes attributable to the Company's variable annuity contract which I own,  
at the Special Meeting of the Stockholder of Lincoln National Special           
Opportunities Fund, Inc., to be held on April 13, 1998 or any adjournment       
thereof.                                                                        

I acknowledge receipt of the Notice of Special Meeting of                       
the Stockholder and accompanying Proxy Statement dated                          
March 9, 1998.                                                                  

--------------------------------------------------                              
Signature                                                                       

--------------------------------------------------                              
Signature (if held jointly)                                                     

--------------------------------------------------, 1998                        
Date                                                                            

                  PLEASE MARK YOUR VOTE ON THE REVERSE SIDE                 L2

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

Upon proper execution of this form, the votes indicated below will be cast in   
the manner directed herein by the undersigned Contract Owner, and in the        
Company's discretion upon such matters as may properly come before the meeting  
or any adjournment thereof. IF NO DIRECTION IS MADE, THE VOTES WILL BE CAST FOR 
THE MATTERS DESCRIBED IN THE ITEMS LISTED BELOW. If this form is not returned,  
or is returned not properly executed, such votes will be cast by the Company in 
the same proportions as those for which directions have been received from all  
other Contract Owners participating in the same fund. This proxy confers        
authority only with respect to the meeting (and any adjournment thereof) to     
which it pertains. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY INSTRUCTION    
CARD BY APRIL 3, 1998, USING THE ENCLOSED ENVELOPE. TO VOTE, MARK BLOCKS BELOW  
IN BLUE OR BLACK INK. Example: [FILL IN ENTIRELY WITH BLUE OR BLACK INK]        

1.   Election of Directors:                                                     
      John B. Borsch Jr., Kelly D. Clevenger, Nancy L. Frisby,
     Barbara S. Kowalczyk, Kenneth G. Stella

  FOR         WITHHOLD         FOR ALL
 ALL            ALL           EXCEPT
                               (As marked below)
[_]            [_]             [_]

To withhold authority to vote for any individual nominee, print that nominee's  
name on the line below:                                                         

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

4.   To approve or reject investments in certain Loan Participation             
Certificates, under the terms described in the Proxy Statement.       

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

5.   To approve or reject the elimination of certain fundamental investment     
restrictions, as described in the Proxy Statement.                    

a)  Ownership by Officers/Directors                                   

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

b)  Oil & Gas Exploration                                             

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

6.   To approve or reject engagement of Ernst & Young LLP as independent        
auditors for each Fund as explained in the Proxy Statement.           

FOR         AGAINST       ABSTAIN 
[_]           [_]           [_]   

7.   To transact such other business as may properly come before the meeting.   

                                                                              L2

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFS14A’ Filing		Date		First		Last			Other Filings
		8/1/98		22
		5/1/98		22
		4/13/98		2		58
		4/3/98		48		58
For Period End:		3/9/98		2		58			PRES14A
Filed on:		3/2/98
		2/20/98		3		7
		2/10/98		10		28
		1/1/98		14		35
		12/31/97		15		21			24F-2NT,  497,  N-30D,  NSAR-B
		8/5/97		31
		8/15/96		32
		11/13/94		30
		12/20/93		35
		9/23/93		30		34
		4/15/92		30
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