DELAWARE GROUP ADVISER FUNDS
ADOPTION AGREEMENT
(Relating to Distribution Agreements)
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This Adoption Agreement (the "Agreement") made as of November 23, 1999
by and between Delaware Group Adviser Funds, a Delaware Business Trust (the
"Trust"), on behalf of each of its series (each, a "Series"), and Delaware
Distributors, L.P. ("DDLP"), a Delaware limited partnership.
RECITALS:
WHEREAS, the Trust is an investment company registered under the
Investment Company Act of 1940, as amended; and
WHEREAS, the Trust is the successor to Delaware Group Adviser Funds,
Inc. (the "Predecessor Corporation") and, on behalf of each Series, intends to
adopt the Distribution Agreement applicable to the corresponding series (the
"Predecessor Series") of the Predecessor Corporation.
WHEREAS, the Distribution Agreements in effect between the Predecessor
Corporation, on behalf of the Predecessor Series, and DDLP are set forth in
Schedule A to this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Each Distribution Agreement previously in effect between the
Predecessor Corporation, on behalf of a Predecessor Series, and DDLP is
hereby adopted in its entirety by the Trust on behalf of the
corresponding Series, except that all references to the Predecessor
Corporation shall be replaced with references to the Trust and all
references to the Predecessor Series shall be replaced with references
to the corresponding Series.
2. Each Distribution 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 Agreement as of
the date set forth above.
DELAWARE GROUP ADVISER FUNDS
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: President
DELAWARE DISTRIBUTORS, L.P.
By: Delaware Distributors, Inc., its
General Partner
By: /s/ J. ▇▇▇▇▇ ▇▇▇▇▇
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Name: J. ▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President
DELAWARE GROUP ADVISER FUNDS
ADOPTION AGREEMENT
(Relating to Distribution Agreements)
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SCHEDULE A
Distribution Agreement dated as of 9/25/95 between Delaware Group
Adviser Funds, Inc., on behalf of U.S. Growth Fund, New Pacific Fund and
Overseas Equity Fund, and Delaware Distributors, L.P.