ASSUMPTION AGREEMENT
INVESTMENT ADVISORY AGREEMENT
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This Assignment and Assumption Agreement is made as of December 31, 2000 by
and between Lincoln Investment Management, Inc., an Illinois Corporation ("LIM")
and Delaware Lincoln Investment Advisers ("DLIA"), a series of Delaware
Management Business Trust.
WHEREAS, DLIA is a series of Delaware Management Business Trust, which is a
registered investment adviser pursuant to the Investment Advisers Act of 1940,
as amended;
WHEREAS, LIM consolidated with and into DLIA and, therefore, DLIA intends
to assume LIM's obligations under the Advisory Agreement dated November 16, 1990
(the "Agreement") between LIM and Lincoln National International Fund, Inc. (the
"Fund");
WHEREAS, the consolidation of LIM with and into DLIA does not result in a
change of control or management, and thus does not constitute an "assignment" of
the Agreement under the Investment Company Act of 1940, as amended;
WHEREAS, DLIA's assumption of the Agreement was approved by the Board of
Directors of the Fund;
NOW, THEREFORE, the parties hereto agree as follows:
1. The Agreement previously in effect between the Fund and LIM is hereby
assumed in its entirety by DLIA, except that all references to LIM shall be
replaced with references to DLIA.
2. DLIA agrees to perform and be bound by all of the terms of the Agreement
and the obligations and duties of LIM thereunder.
3. The Agreement shall continue in full force and effect as set forth therein
for the remainder of its term.
IN WITNESS WHEREOF, the undersigned have executed this Assumption Agreement
as of the date set forth above.
LINCOLN INVESTMENT MANAGEMENT, DELAWARE LINCOLN INVESTMENT
INC. ADVISERS, a series of Delaware
Management Business Trust
By: ________________________________ By: ________________________________
Name: Name:
Title: Title:
ACKNOWLEDGED:
LINCOLN NATIONAL INTERNATIONAL FUND, INC.
By: ________________________________
Name:
Title:
