Exhibit 99.23(d)(11)
TRANSFER AND ASSIGNMENT AGREEMENT
Fidelity Management Trust Company ("Transferor") serves as subadviser of
Lincoln National Equity-Income Fund, Inc. (the "Fund"), an open-end company
registered under the investment Company Act of 1940, as amended (the "1940
Act"), pursuant to a Subadvisory Agreement dated as of December 20, 1993, as
amended (the "Contract"), between the Transferor and Delaware Lincoln Investment
Advisers. Transferor desires to transfer and assign to Fidelity Management &
Research Company ("Transferee"), and Transferee desires to accept and assume
from Transferor, all of the Transferor's rights and obligations under the
Contract. The Board of Directors of the Fund approved such transfer and
assignment on February 12, 2001.
In consideration of the mutual agreements contained herein and other good
and valuable consideration, the receipt and sufficiency whereof are hereby
acknowledged, the parties hereto hereby covenant and agree as follows:
1. Effective as of May 1, 2001 (the "Effective Date"), Transferor hereby
transfers, assigns, and sets over to Transferee, its successors and assigns, all
of Transferor's rights and obligations under the Contract, it being understood
that such transfer, assignment, and set over will not result in the automatic
termination of the Contract pursuant to Section 4 thereof as a result of an
"assignment" within the meaning set forth in the 1940 Act.
2. Transferee hereby accepts the transfer and assignment of all of
Transferor's rights and obligations under the Contract as of the Effective Date,
it being understood that such acceptance will not result in the automatic
termination of the Contract pursuant to Section 4 thereof as a result of an
"assignment" within the meaning set forth in the 1940 Act.
3. Except as herein provided, this agreement shall not be construed to
modify, terminate or merge any rights any party to the Contract have pursuant to
the terms thereof.
Fidelity Management Trust Company Fidelity Management & Research Company
By: /s/ Xxxx X. X'Xxxxxx, Xx. By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxx X. X'Xxxxxx Name: Xxxxxx X. Xxxxx
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Title: Senior Vice President Title: President
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Acknowledged by: Acknowledged by:
Delaware Lincoln Investment Adviser Lincoln National Equity-Income Fund, Inc.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxx Name: Xxxxx X. Xxxxxxxxx
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Title: Vice President Title: President
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