Exhibit 23.(d)10.
SUB-SUBADVISORY AGREEMENT
between
FMR CO., INC. and
FIDELITY MANAGEMENT & RESEARCH COMPANY
AGREEMENT made this 1st day of May, 2001, by and between FMR Co., Inc., a
Massachusetts corporation with principal offices at 00 Xxxxxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx (hereinafter called the "Sub-Adviser") and Fidelity
Management & Research Company, a Massachusetts corporation with principal
offices at 00 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (hereinafter called the
"Adviser").
WHEREAS the Adviser has entered into a Sub-Advisory Agreement with
Delaware Lincoln Investment Advisers ("DLIA"), pursuant to which the Adviser
acts as investment adviser to the Lincoln National Equity-Income Fund, Inc.
(the "Fund"), a Maryland corporation, and
WHEREAS the Sub-Adviser was formed for the purpose of providing
investment management of equity and high income funds and advising generally
with respect to equity and high income instruments.
NOW, THEREFORE, in consideration of the premises and the mutual promises
hereinafter set forth, the Adviser and the Sub-Adviser agree as follows:
1. (a) The Sub-Adviser shall, subject to the supervision of the
Adviser, direct the investments of all or such portion of the Fund's assets as
the Adviser shall designate in accordance with the investment objective,
policies and limitations as provided in the Fund's Prospectus or other
governing instruments, as amended from time to time, the Investment Company
Act of 1940 and rules thereunder, as amended from time to time (the "1940
Act"), and such other limitations as the Fund may impose in writing to the
Adviser or Sub-Adviser. The Sub-Adviser shall also furnish for the use of the
Fund office space and all necessary office facilities, equipment and personnel
for servicing the investments of the Fund; and shall pay the salaries and fees
of all personnel of the Sub-Adviser performing services for the Fund relating
to research, statistical and investment activities. The Sub-Adviser is
authorized, in its discretion and without prior consultation with the Fund or
the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds and
other securities and investment instruments on behalf of the Fund. The
investment policies and all other actions of the Fund are and shall at times
be subject to the control and direction of the Fund's Board of Directors.
(b) The Sub-Adviser shall also furnish such reports, evaluations,
information or analyses to the Fund and the Adviser as the Fund's Board of
Directors or the Adviser may request from time to time or as the Sub-Adviser
may deem to be desirable. The Sub-Adviser shall make recommendations to the
Fund's Board of Directors with respect to Fund policies, and shall carry out
such policies as are adopted by the Directors. The Sub-Adviser shall, subject
to review by the Board of Directors, furnish such other services as the
Sub-Adviser shall from time to time determine to be necessary or useful to
perform its obligations under this Agreement and which are not otherwise
furnished by the Adviser.
(c) The Sub-Adviser shall place all orders for the purchase and sale
of portfolio securities for the Fund's account with brokers or dealers
selected by the Sub-Adviser, which may include brokers or dealers affiliated
with the Adviser or Sub-Adviser. The Sub-Adviser shall use its best efforts to
seek to execute portfolio transactions at prices which are advantageous to the
Fund and at commission rates which are reasonable in relation to the benefits
received. In selecting brokers or dealers qualified to execute a particular
transaction, brokers or dealers may be selected who also provide brokerage and
research services (as those terms are defined in Section 28(e) of the
Securities Exchange Act of 1934) to the Fund and/or the other accounts over
which the Sub-Adviser, Adviser or their affiliates exercise investment
discretion. The Sub-Adviser is authorized to pay a broker or dealer who
provides such brokerage and research services a commission for executing a
portfolio transaction for the Fund which is 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 is reasonable in relation to
#338766 Page 1
the value of the brokerage and research services provided by such broker or
dealer. This determination may be viewed in terms of either that particular
transaction or the overall responsibilities which the Sub-Adviser and its
affiliates have with respect to accounts over which they exercise investment
discretion. The Directors of the Fund shall periodically review the
commissions paid by the Fund to determine if the commissions paid over
representative periods of time were reasonable in relation to the benefits to
the Fund.
2. As compensation for the services to be furnished by the
Sub-Adviser hereunder, the Adviser agrees to pay the Sub-Adviser a monthly fee
equal to 50% of the sub-advisory fee that DLIA is obligated to pay the Adviser
under the Fund's Sub-Advisory Agreement with the Adviser in respect of that
portion of the Fund's assets managed by the Sub-Adviser during such month.
Such fee shall not be reduced to reflect expense reimbursements or fee waivers
by the Adviser, if any, in effect from time to time.
3. It is understood that Directors, officers, and shareholders of
the Fund are or may be or become interested in the Adviser or the Sub-Adviser
as directors, officers or otherwise and that directors, officers and
stockholders of the Adviser or the Sub-Adviser are or may be or become
similarly interested in the Fund, and that the Adviser or the Sub-Adviser may
be or become interested in the Fund as a shareholder or otherwise.
4. The Sub-Adviser shall not be obligated to pay any expenses of or
for the Fund not expressly assumed by the Sub-Adviser hereunder.
5. The Services of the Sub-Adviser to the Adviser are not to be
deemed to be exclusive, the Sub-Adviser being free to render services to others
and engage in other activities, provided, however, that such other services and
activities do not, during the term of this Agreement, interfere, in a material
manner, with the Sub-Adviser's ability to meet all of its obligations with
respect to rendering investment advice hereunder. The Sub-Adviser shall for all
purposes be an independent contractor and not an agent or employee of the
Adviser or the Fund.
6. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the
part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to
the Adviser, DLIA, the Fund or to any shareholder of the Fund for any act or
omission in the course of, or connected with, rendering services hereunder or
for any losses that may be sustained in the purchase, holding or sale of any
security.
7. (a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph 7, this Agreement shall continue in force for two
years, and indefinitely thereafter, but only so long as the
continuance after such period shall be specifically approved at
least annually by vote of the Fund's Board of Directors or by vote
of a majority of the outstanding voting securities of the Fund.
(b) This Agreement may be modified by mutual consent subject to the
provisions of Section 15 of the 1940 Act, as modified by or
interpreted by any applicable order or orders of the Securities
and Exchange Commission (the "Commission") or any rules or
regulations adopted by, or interpretive releases of the Commission.
(c) In addition to the requirements of sub-paragraphs (a) and (b) of
this paragraph 7, the terms of any continuance or modification of
the Agreement must have been approved by the vote of a majority of
those Directors of the Fund who are not parties to such Agreement
or interested persons of any such party, cast in person at a
meeting called for the purpose of voting on such approval.
(d) Either the Adviser, the Sub-Adviser or the Fund may, at any time
on sixty (60) days' prior written notice to the other parties,
terminate this Agreement, without payment of any penalty, by
action of its Board of Directors or Directors, or by vote of a
majority of its outstanding voting securities. This Agreement
shall terminate automatically upon the termination of the Sub-
#338766 Page 2
Advisory Agreement between DLIA and the Adviser. This Agreement
shall terminate automatically in the event of its assignment.
8. The Sub-Adviser agrees that any obligations of the Fund arising in
connection with this Agreement shall be limited in all cases to the Fund and
its assets, and the Sub-Adviser shall not seek satisfaction of any such
obligation from the shareholders or any shareholder of the Fund. Nor shall the
Sub-Adviser seek satisfaction of any such obligation from the Directors or any
individual Director.
9. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, WITHOUT GIVING EFFECT TO
THE CHOICE OF LAWS PROVISIONS THEREOF.
10. The Adviser will remain ultimately responsible for all the services
to be provided to the Fund under the Sub-Advisory Agreement.
The terms "registered investment company," "vote of a majority of the
outstanding voting securities," "assignment," and "interested persons," when
used herein, shall have the respective meanings specified in the Investment
Company Act of 1940 as now in effect or as hereafter amended.
IN WITNESS WHEREOF the parties hereto have caused this instrument to be
signed in their behalf by their respective officers thereunto duly authorized,
and their respective seals to be hereunto affixed, all as of the date written
above.
FMR CO., INC.
BY: /s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
President
FIDELITY MANAGEMENT & RESEARCH COMPANY
BY: /s/ Xxxxxx X. Xxxxx
-------------------
Xxxxxx X. Xxxxx
President
#338766 Page 3
