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 December
14, 1981 (the "Agreement") between LIM and Lincoln National Growth and Income
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 GROWTH AND INCOME FUND, INC.
By: ________________________________
Name:
Title: