OPPORTUNITY PARTNERS L.P.
60 Heritage Drive
Pleasantville NY 10570
Phone (914) 747-5262
November 5, 2000
Eric E. Miller
Secretary
Lincoln National Convertible Securities Fund, Inc.
One Commerce Square
Philadelphia, PA 19103
Dear Mr. Miller:
We have beneficially owned shares of Lincoln National Convertible
Securities Fund, Inc. (the "Fund") valued at more than $2,000 for
more than one year, and we expect to continue ownership through
the date of the Fund's next annual meeting. Pursuant to Rule
14a-8 of the Securities Exchange Act of 1934 we are hereby
submitting the following shareholder proposal and supporting
statement for inclusion in the Fund's proxy statement for the
next annual meeting of stockholders or any earlier meeting.
RESOLVED: The following by-law shall be adopted: "The investment
advisory agreement shall be submitted to shareholders for a vote
in 2002 and every year thereafter. If the shareholders do not
approve continuance of the advisory contract, the board of
directors may subsequently approve its continuance if not
inconsistent with state or federal law. The provisions of this
by-law may only be amended, added to, rescinded or repealed by
the shareholders."
Supporting Statement
Section 15a-2 of The Investment Company Act of 1940 requires
the investment advisory agreement for every mutual fund to be
"approved at least annually by the board of directors or by vote
of a majority of the outstanding voting securities." Thus, under
the law, the Board does not have an exclusive right to approve
the advisory agreement. Yet, our Board of Directors has acted as
if it alone had the power to approve the renewal of the
investment advisory agreement because it has never once permitted
the shareholders to vote on it.
Shareholders pay the advisor around $1 million a year to
manage the Fund. So, it is only fair that shareholders like you
be able to vote "yea or nay" on the advisory contract each year.
The law specifically permits shareholders to vote on the re-
approval of the advisory contract for a very good reason. It
makes the investment advisor accountable to the people who pay
the advisor's fees and not just to a friendly board of directors.
The shareholders lose this critical protection if the Board
continually denies them an opportunity to vote on the advisory
contract.
This proposal is designed to allow you to decide for
yourself whether or not you want to renew the Fund's lucrative
advisory agreement with the advisor. Unless you don't think that
you are intelligent enough to decide if you want the advisor to
continue to manage the Fund and therefore want the board of
directors to make this decision for you, you should vote FOR this
proposal.
Very truly yours,
Phillip Goldstein
Portfolio Manager
OPPORTUNITY PARTNERS L.P.
60 Heritage Drive
Pleasantville, NY 10570
Phone (914) 747-5262
December 5, 2000
David F. Conner
Secretary
Lincoln National Convertible Securities Fund, Inc.
C/o Delaware Investments
2005 Market Street
Philadelphia, PA 19103
Dear Mr. Conner:
Please be advised that we intend to nominate a sufficient number
of candidates to be elected as director to fill all seats that
will be up for election at the next annual meeting of
stockholders. Our nominees will be persons who understand and
respect the voting rights of all stockholders. Please advise us
which directorships are to be filled at the meeting as soon as
that is determined.
We also intend to present the following proposal for a vote by
stockholders: The following bylaw shall be adopted: "No lawsuit
against any stockholder of the Company shall be pursued unless
ratified by the stockholders no later than (i) 120 days after
such lawsuit is filed or (ii) 120 days after adoption of this
bylaw. This bylaw may only be altered, amended or repealed by
the stockholders."
We intend to solicit proxies from all stockholders for the next
annual meeting on all matters to be voted upon at the meeting
including the above proposal and the election of directors.
Please advise us as soon as possible if the board has changed the
bylaws in any way that would affect the nomination of directors
or the submission of proposals by stockholders or if you believe
there is any reason whatsoever that we may not present the above
proposal or nominate candidates for election as directors or why
we may not solicit proxies and vote them as instructed.
Very truly yours,
Phillip Goldstein
Portfolio Manager
