LINCOLN ADVISOR FUNDS INC
485BPOS, 1996-02-28
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   As filed with the Securities and Exchange Commission on February 28, 1996
    

                        Securities Act File No. 33-67490
                    Investment Company Act File No. 811-7972
===============================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-1A


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                     [  ]
                 PRE-EFFECTIVE AMENDMENT NO.                                [  ]
   
                 POST-EFFECTIVE AMENDMENT NO. 4                              [X]
    
                                       and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940             [  ]
   
                 AMENDMENT NO. 6                                             [X]
    
                           Lincoln Advisor Funds, Inc.
               (Exact Name of Registrant as Specified in Charter)

             200 East Berry Street
             Fort Wayne, Indiana                              46802
           (Address of Principal Executive Offices)         (Zip Code)

Registrants Telephone Number, including Area Code: (219) 455-2000

                             John L. Steinkamp, Esq.
                           Lincoln Advisor Funds, Inc.
                              200 East Berry Street
                            Fort Wayne, Indiana 46802
                     (Name and Address of Agent for Service)

                                   Copies to:
                              Arthur J. Simon, Esq.
                            Gardner, Carton & Douglas
                       321 North Clark Street, Suite 3400
                             Chicago, Illinois 60610

         Approximate  date of  commencement  of proposed sale to the public:  As
soon as practical after the effective date of the Registration Statement.

It is proposed that this filing will become  effective (check appropriate box)
  [  ] immediately upon filing pursuant to paragraph (b)
   
  [ X] on February 29, 1996 pursuant to paragraph  (b)
    
  [  ] 60 days after filing  pursuant to paragraph (a)(1)
  [  ] on                  pursuant to paragraph (a)(1)
  [  ] 75 days after filing  pursuant to paragraph (a)(2)
  [  ] on                  pursuant to paragraph (a)(2) of rule 485

                       DECLARATION PURSUANT TO RULE 24F-2

   
         Pursuant to Rule 24f-2 under the  Investment  Company Act of 1940,  the
Registrant  hereby  declares that an  indefinite  number or amount of its shares
have been registered under the Securities Act of 1933. Form 24F-2 for the fiscal
year ended October 31, 1995 was filed on November 17, 1995. Amended and Restated
Form 24F-2 was filed on December 22, 1995.
    

                                ---------------
<PAGE>

                           LINCOLN ADVISOR FUNDS, INC.

                                    FORM N-1A

                              CROSS REFERENCE SHEET



<TABLE>
<CAPTION>

Part A
Item No.                                              Prospectus Heading
- --------                                              ------------------
<S>    <C>                                            <C>
1.     Cover Page                                     Cover Page

2.     Synopsis                                       Prospectus Summary; Fund Expenses

3.     Condensed Financial Information                Fund Expenses; Financial Highlights

4.     General Description of the Registrant          Cover Page; The Portfolios' Fundamental Objectives
                                                      and Other Investment Policies; Management

5.     Management of the Fund                         Management; General Information

6.     Capital Stock and Other Securities             Dividends, Distributions and Taxes; Other Shareholder
                                                      Matters

7.     Purchase of Securities Being Offered           Net Asset Value; How to Purchase Shares

8.     Redemption or Repurchase                       How to Sell Shares; How to Exchange Shares

9.     Pending Legal Proceedings                      not applicable
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

Part B                                                Heading in Statement
Item No.                                              of Additional Information
- --------                                              -------------------------
<S>    <C>                                            <C>
10.    Cover Page                                     Cover Page

11.    Table of Contents                              Contents

12.    General Information and History                General Information

13.    Investment Objectives and Policies             Investment Objectives and Policies; Investment
                                                      Restrictions

   
14.    Management of the Fund                         Management

15.    Control Persons and Principal Holders of
       Securities                                     Principal Holders of Securities
    

16.    Investment Advisory and Other Services         Investment Advisor; Distributor; General
                                                      Information

17.    Brokerage Allocation and Other Practices
                                                      Execution of Portfolio Transactions

18.    Capital Stock and other Securities             General Information

19.    Purchase, Redemption and Pricing of            Purchase and Redemption of Shares; Net Asset Value
       Securities Being Offered

20.    Tax Status                                     Dividends, Distributions and Taxes

21.    Underwriters                                   Distributor

22.    Calculation Performance Data                   Calculation of Performance Data

   
23.    Financial Statements                           Financial Statements
    

</TABLE>
<PAGE>


Part C

         Information  required  to be  included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration Statement.
<PAGE>

   
                    Lincoln Advisor Funds, Inc. (the "Fund")
                         Supplement dated March 1, 1996
                      to the Prospectus dated March 1, 1996

INTRODUCTION.  On January 4 and February 23, 1996, the Board of Directors of the
Fund met to consider a proposal by Lincoln  National  Corporation  ("LNC"),  the
corporate parent of Lincoln Investment  Management,  Inc., the Fund's investment
advisor,  to  restructure  the Fund.  In that  regard,  the  Board of  Directors
considered  and  approved a proposal to  liquidate  three of the  Portfolios  as
described below under "Portfolio Liquidations".  In addition, the Board approved
the  recommendation to reorganize the other six Portfolios,  subject to approval
by the shareholders of the respective Portfolios. Proxy materials describing the
proposal  to  reorganize   the  six  Portfolios  and  soliciting  the  necessary
shareholder  approvals  will be mailed in  advance of the  shareholder  meeting,
which is expected to be held on or about May 3, 1996.

The  impetus  for the  proposed  restructuring  was the  merger in April 1995 of
Delaware  Management  Holdings,  Inc.  ("DMC")  with  and  into  a  wholly-owned
subsidiary of LNC. DMH,  through its subsidiary,  Delaware  Management  Company,
Inc. ("DMC"),  MANAGES THE assets of a family of 20 retail mutual funds known as
the Delaware Group (the "Delaware Group funds").  As a result,  LNC, through its
subsidiaries,  currently operate two mutual fund families which in several cases
offer similar funds.


PORTFOLIO  LIQUIDATIONS.  The Board of  Directors,  including  a majority of the
directors  who  are  not  interested  persons  of the  Fund or LNC or any of its
affiliates  (the  "independent  directors"),   carefully  reviewed  all  of  the
Portfolios. With respect to the Lincoln Growth and Income Portfolio, the Lincoln
Tax-Free  Income  Portfolio  and  the  Lincoln  Cashfund  Portfolio,  the  Board
determined that Delaware Group funds exist that have  investment  objectives and
policies that are substantially similar to those Portfolios. In that regard, the
prospect that the Portfolios  will receive cash inflows from sales in the future
in amounts  sufficient  to permit  the  Portfolios  to  operate at a  reasonable
expense  level does not appear  favorable.  Further,  it was  determined  that a
tax-free  combination  of the  Portfolios  and the Delaware  Group funds was not
feasible in light of certain circumstances.


The Board, therefore,  has determined that liquidation of the Lincoln Growth and
Income Portfolio, the Lincoln Tax-Free Income Portfolio and the Lincoln Cashfund
Portfolio  is in the  best  interests  of  the  shareholders  of the  respective
Portfolios.   Effective  February  26,  1996,  the  Lincoln  Growth  and  Income
Portfolio,  the Lincoln  Tax-Free  Income  Portfolio  and the  Lincoln  Cashfund
Portfolio will cease  marketing their shares.  Shareholders of these  Portfolios
may at any time prior to the  complete  liquidation  redeem  their shares of the
Portfolios and Delaware Distributors,  L. P., the Fund's distributor, will waive
any contingent  deferred  sales charges that  otherwise  would have been payable
upon redemption of Class B or Class C shares of these  Portfolios.  In addition,
shareholders  of the  Portfolios  will have the  opportunity to purchase Class A
shares of any Delaware Group fund, as more fully  described below under "Special
Exchange  Privileges".  Each  of the  Portfolios  are  expected  to make a final
liquidating  distribution  on or before May 3, 1996. The redemption of shares or
the receipt of a liquidating distribution will be taxable.

<PAGE>

RESTRUCTURINGS.  The Board of Directors, including a majority of the independent
directors,  has  determined  to  recommend  to  shareholders  a  change  in  the
investment  advisor to the  remaining six  Portfolios of the Fund,  from Lincoln
Investment  Management,  Inc. (formerly Lincoln National  Investment  Management
Company) ("LIM") to DMC. If shareholders of the Lincoln U. S. Growth  Portfolio,
the Lincoln  World  Growth  Portfolio,  the Lincoln New Pacific  Portfolio,  the
Lincoln  Enterprise  Portfolio,  the Lincoln  Corporate Income Portfolio and the
Lincoln Government Income Portfolio approve new investment  advisory  agreements
with DMC,  the name of the fund will be changed to the  Delaware  Group  Advisor
Funds,  Inc. With the exception of the Lincoln New Pacific  Portfolio which will
have lower  advisory fees,  advisory fees payable under the proposed  investment
advisory agreements with DMC will be the same as those payable under the current
investment  advisory  agreements with LIM.  Further,  it is anticipated that DMC
will  initially  waive  fees  and  subsidize  expenses  of  the  Portfolios,  if
necessary,  so that their  expense  ratios will not exceed those that  currently
exist.  However, any such waiver or expense reimbursement would be voluntary and
could be terminated by the  investment  advisor upon notice to the Portfolio and
its shareholders.

The Board of  Directors,  including  a majority  of the  independent  directors,
approved, subject to shareholder approval, a subadvisory agreement with LIM with
respect  to each of the  Lincoln  Corporate  Income  Portfolio  and the  Lincoln
Government  Income  Portfolio,  Portfolios  for  which  LIM  currently  acts  as
investment advisor. Currently, there are subadvisors to LIM for the Lincoln U.S.
Growth Portfolio,  the Lincoln World Growth  Portfolio,  the Lincoln New Pacific
Portfolio  and  the  Lincoln  Enterprise  Portfolio.  The  Board  of  Directors,
including  a  majority  of  the  independent  directors,   will  recommend  that
subadvisory  agreements  with  the  following  subadvisors  be  approved  by the
shareholders of the applicable Portfolios:

LINCOLN  U. S.  GROWTH  PORTFOLIO:  Lynch & Mayer,  Inc.,  which is an  indirect
wholly-owned  subsidiary of LNC, is currently the subadvisor to LIM with respect
to the Lincoln Enterprise Portfolio, and is proposed to become subadvisor to the
Lincoln U. S. Growth  Portfolio.  If approved by the shareholders of the Lincoln
U. S. Growth Portfolio,  Lynch & Mayer, Inc. would replace Provident  Investment
Counsel,  Inc.,  and would receive a fee that is the same as that currently paid
by the Fund's investment advisor to the subadvisor.

LINCOLN  WORLD  GROWTH  PORTFOLIO:  Walter  Scott & Partners  Limited,  which is
currently  acting as  subadvisor to LIM with respect to the Lincoln World Growth
Portfolio,  would  act as  subadvisor  to DMC for a fee that is the same as that
paid under the current subadvisory  agreement,  if the new subadvisory agreement
is approved by shareholders of the Lincoln World Growth Portfolio.

LINCOLN NEW PACIFIC PORTFOLIO: John Govett & Company Limited ("Govett"). Govett,
the current  subadvisor the Lincoln New Pacific  Portfolio,  is serving  without
compensation  because its recent sale to Allied Irish Banks  p.l.c.  resulted in
the  automatic  termination  of its  subadvisory  agreement.  If approved by the
shareholders  of  the  Lincoln  New  Pacific  Portfolio,  Govett  would  act  as
subadvisor  for an annual fee of .50% of the Portfolio  net asset value,  rather
than  .80%  of net  asset  value  under  the  subadvisory  agreement  which  was
terminated.  In that  regard,  the  advisory fee paid to DMC with respect to the
Lincoln New Pacific Portfolio will be reduced by .30%.

<PAGE>

LINCOLN ENTERPRISE PORTFOLIO:  Lynch & Mayer, Inc., which is currently acting as
subadvisor to LIM with respect to the Lincoln Enterprise Portfolio, would act as
subadvisor  to DMC for a fee that is the same as that  paid  under  the  current
subadvisory  agreement,   if  the  new  subadvisory  agreement  is  approved  by
shareholders of the Lincoln Enterprise Portfolio.

The changes described above, if approved by shareholders, are expected to become
effective on or about May 3, 1996.

SPECIAL  EXCHANGE  PRIVILEGES.  Holders of Class A, B or C shares of the Lincoln
Growth and Income  Portfolio,  Lincoln  Tax-Free  Income  Portfolio  and Lincoln
Cashfund  Portfolio (the three  Portfolios  which are proposed to be liquidated)
will be given the opportunity,  upon the redemption of those shares, to purchase
Class A shares of any Delaware Group fund.  Delaware  Distributors,  L.P.,  will
waive the  front-end  sales  loads upon such  purchases  of Class A shares.  The
redemption of shares will be a taxable transaction.
    

<PAGE>

LOGO

PROSPECTUS
   
MARCH 1, 1996
    
LINCOLN ADVISOR FUNDS, INC.

LINCOLN GROWTH AND INCOME PORTFOLIO
LINCOLN ENTERPRISE PORTFOLIO
LINCOLN U.S. GROWTH PORTFOLIO
LINCOLN WORLD GROWTH PORTFOLIO
LINCOLN NEW PACIFIC PORTFOLIO
LINCOLN GOVERNMENT INCOME PORTFOLIO
LINCOLN CORPORATE INCOME PORTFOLIO
LINCOLN TAX-FREE INCOME PORTFOLIO
LINCOLN CASHFUND PORTFOLIO

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

The Lincoln Advisor Funds, Inc. (the "Fund") is an open-end management
investment company. The Fund currently issues nine separate series of shares
(EACH REFERRED TO AS A PORTFOLIO OR COLLECTIVELY AS THE PORTFOLIOS) each
representing a separate, diversified portfolio of securities. The Portfolios
are the Lincoln Growth and Income Portfolio, Lincoln Enterprise Portfolio,
Lincoln U.S. Growth Portfolio, Lincoln World Growth Portfolio, Lincoln New
Pacific Portfolio, Lincoln Government Income Portfolio, Lincoln Corporate
Income Portfolio, Lincoln Tax-Free Income Portfolio and Lincoln Cashfund
Portfolio. Each Portfolio has a fundamental investment objective and certain
investment policies which are set forth herein.

THE INVESTMENT OBJECTIVES OF EACH PORTFOLIO ARE AS FOLLOWS:
- ----------------------------------------------------------------------
EQUITY PORTFOLIOS
THE LINCOLN GROWTH AND INCOME PORTFOLIO seeks to provide a combination of
capital appreciation and current income. The Portfolio attempts to achieve
its objective by investing in common stocks, preferred stocks, fixed income
securities, convertible securities and money market instruments.

THE LINCOLN ENTERPRISE PORTFOLIO seeks to provide maximum appreciation of
capital by investing in medium-sized companies which have a dominant position
within their industry, are undervalued, or have potential for growth in
earnings.

THE LINCOLN U.S. GROWTH PORTFOLIO seeks to maximize capital appreciation by
investing in companies of all sizes which have low dividend yields, strong
balance sheets and high expected earnings growth rates relative to their
industry.

THE LINCOLN WORLD GROWTH PORTFOLIO seeks to maximize total return (capital
appreciation and income), principally through investments in an
internationally diversified portfolio of equity securities.

THE LINCOLN NEW PACIFIC PORTFOLIO seeks long-term capital appreciation by
investing primarily in companies which are domiciled in or have their
principal business activities in the Pacific Basin.
- ----------------------------------------------------------------------
FIXED-INCOME AND MONEY MARKET PORTFOLIOS
THE LINCOLN GOVERNMENT INCOME PORTFOLIO seeks to maximize current income
consistent with preservation of capital. The Portfolio attempts to achieve
this objective by investing primarily in securities issued by the U.S.
Government, its agencies and instrumentalities.

THE LINCOLN CORPORATE INCOME PORTFOLIO seeks to provide high current income
consistent with preservation of capital. The Portfolio attempts to achieve
this objective primarily by investing in a diversified portfolio of
investment-grade fixed income securities issued by U.S. corporations.
Investment-grade fixed income securities are those rated at least Baa by
Moody's Investors Service, Inc. or BBB by Standard & Poor's Corporation
or, if not rated, are of comparable quality in the opinion of the advisor or
sub-advisor.

THE LINCOLN TAX-FREE INCOME PORTFOLIO seeks to provide a high level of
current income that is exempt from federal income taxes. The Portfolio
attempts to achieve this objective by investing in a diversified portfolio of
municipal bonds.

THE LINCOLN CASHFUND PORTFOLIO seeks to provide current income and
preservation of principal. The Portfolio seeks to achieve this objective by
investing primarily in a portfolio of short-term money market instruments
maturing within 13 months of their purchase date.

THE LINCOLN CASHFUND PORTFOLIO INTENDS TO MAINTAIN ITS NET ASSET VALUE AT
$1.00 PER SHARE. AN INVESTMENT IN THE LINCOLN CASHFUND PORTFOLIO IS NEITHER
INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT, AND THERE CAN BE NO ASSURANCE
THAT THE PORTFOLIO WILL BE ABLE TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00
PER SHARE. SEE "NET ASSET VALUE."
   
This Prospectus sets forth concisely the information about the Fund and the
Portfolios that a prospective investor ought to know before investing.
Additional information about the Fund and the Portfolios has been filed with
the Securities and Exchange Commission in a Statement of Additional
Information dated March 1, 1996 and an Annual Report, dated October 31,
1995, which information is incorporated herein by reference, is legally a
part of this Prospectus, and is available without charge by calling the
Fund's shareholder services agent at 1-800-9ADVISOR (1-800-923-8476).
    
This Prospectus contains useful information that can help the investor decide
whether each Portfolio's investment objective matches his/her own.
Achievement of a Portfolio's investment objective cannot, of course, be
assured due to the risk of capital loss from fluctuating prices inherent in
any investment in securities. Investments in the Portfolios are neither
insured or guaranteed by any entity. In the opinion of the staff of the
Securities and Exchange Commission (the "SEC") the use of this combined
Prospectus may make each Portfolio liable for misstatements or omissions
pertaining to any of the other Portfolios.

<PAGE>
                               TABLE OF CONTENTS
   
<TABLE>
<CAPTION>

PAGE

- ---------
<S>                                                                                                          <C>
Prospectus Summary..........................................................................................  3
Fund Expenses...............................................................................................  6
Financial Highlights........................................................................................ 11
Lincoln Growth and Income Portfolio......................................................................... 11
Lincoln Enterprise Portfolio................................................................................ 11
Lincoln U.S. Growth Portfolio............................................................................... 13
Lincoln World Growth Portfolio.............................................................................. 13
Lincoln New Pacific Portfolio............................................................................... 15
Lincoln Government Income Portfolio......................................................................... 15
Lincoln Corporate Income Portfolio.......................................................................... 17
Lincoln Tax-Free Income Portfolio........................................................................... 17
Lincoln Cashfund Portfolio.................................................................................. 19
The Portfolios' Fundamental Objectives and Other Investment Policies........................................ 20
Management.................................................................................................. 27
Execution of Portfolio Transactions......................................................................... 30
Net Asset Value............................................................................................. 30
How to Purchase Shares...................................................................................... 31
How to Sell Shares.......................................................................................... 36
How to Exchange Shares...................................................................................... 40
Dividends, Distributions and Taxes.......................................................................... 41
Shareholder Services and Information........................................................................ 42
Other Shareholder Matters................................................................................... 43
The Portfolios' Performance................................................................................. 44
General Information......................................................................................... 44
Implementation of Investment Objectives and Policies (Appendix A)...........................................A-1
</TABLE>
    
                                       2
<PAGE>
                               PROSPECTUS SUMMARY

         THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED
INFORMATION  APPEARING IN THE BODY OF THE PROSPECTUS.  CROSS  REFERENCES IN THIS
SUMMARY REFER TO THE HEADINGS FOUND IN THE BODY OF THE PROSPECTUS.

<TABLE>
<S>                                       <C>
Investment Objectives: . . . . . . . . .  Each Portfolio's investment objective
                                          is "fundamental" and  may be
                                          changed only with the approval of the
                                          holders of a majority  of the
                                          outstanding voting securities of
                                          the Portfolio, as defined in the
                                          Investment Company Act  of 1940
                                          (the "Investment  Company Act").
                                          Other investment policies reflect
                                          current practices of  the
                                          Portfolios and may be changed
                                          by the Portfolios without the
                                          approval of shareholders.

Investment Advisor: . . . . . . . . . . . Lincoln Investment Management, Inc.
                                          serves as the Investment Advisor for
                                          each of the Portfolios (the
                                          "Advisor"). See "Management" for
                                          descriptions of sub-advisors for
                                          several of the Portfolios.

Alternative Purchase Plan:. . . . . . . . With the exception of the Lincoln
                                          Cashfund Portfolio, individual
                                          investors may select from three
                                          classes of shares, each with
                                          different expense levels and
                                          with a public offering price
                                          that reflects a different sales
                                          charge. A fourth class of shares
                                          is available only to certain
                                          institutional investors.

Class A:. . . . . . . . . . . . . . . . . Offered at net asset value plus
                                          any applicable sales charge
                                          (expressed as a percentage of
                                          the offering price) and subject
                                          to service and distribution fees
                                          at the rate of 0.35% of the
                                          average daily net asset value
                                          of the Class A shares.

Class B:. . . . . . . . . . . . . . . . . Offered at net asset value and
                                          subject to service and
                                          distribution fees at the rate 1%
                                          of the average daily net assets
                                          of the Class B shares.  A
                                          maximum contingent deferred
                                          sales charge (CDSC) of 5% is
                                          imposed on certain redemptions.
                                          The CDSC is reduced as shown
                                          under "How  to  Sell Shares  --
                                          Contingent Deferred Sales
                                          Charge -- Class B Shares".

                                          At the end of the sixth year,
                                          the CDSC no longer applies.
                                          Class B shares automatically
                                          convert  to Class A shares upon
                                          termination of the CDSC period.

Class C:. . . . . . . . . . . . . . . . . Offered at net asset value and
                                          subject to service and
                                          distribution  fees at the rate of
                                          1%  of the average daily net
                                          assets of the Class C shares.
                                          A CDSC of 1% is imposed if
                                          shares are redeemed during the
                                          first 12 months after purchase.

   
Class D:. . . . . . . . . . . . . . . . . Offered at net asset value to
                                          retirement plans introduced by
                                          persons not associated with
                                          brokers or dealers that are
                                          primarily engaged in the retail
                                          securities business (and
                                          rollover individual retirement
                                          accounts from such plans), as
                                          well as insurance companies
                                          (including both general and
                                          separate accounts), affiliates
                                          of insurance companies and
                                          investment companies
                                          registered under the Investment
                                          Company Act of 1940.  The
                                          minimum initial purchase
                                          amount for Class D shares is
                                          $2 million.
    

</TABLE>

                                       3
<PAGE>

<TABLE>
<S>                                      <C>
Lincoln Cashfund Portfolio               Lincoln Cashfund Portfolio offers
 Shares: . . . . . . . . . . . . . . . . two classes of shares:  Regular
                                         shares and  Class B Exchange
                                         shares.  Regular shares are
                                         offered at net asset value
                                         ($1.00) and there are no service
                                         or distribution fees.  Class B
                                         Exchange shares,  which are
                                         issued only upon the exchange
                                         of Class B shares of other
                                         Portfolios,  are offered at net
                                         asset value ($1.00) but are
                                         subject to service and
                                         distribution fees of 1% of the
                                         average daily net assets of the
                                         Class B Exchange shares.  The
                                         Lincoln Cashfund Portfolio Class
                                         B Exchange shares continue to be
                                         subject to a CDSC, if any.* See
                                         "How to Purchase Shares and "How
                                         to  Exchange Shares".

   
Purchase of Shares:. . . . . . . . . . . Contact a broker-dealer,
                                         Delaware Distributors, L.P.,
                                         (the "Distributor") or the Fund's
                                         shareholder services agent.  See "How
                                         to Purchase Shares."
    

Exchange Privileges:. . . . . . . . . .  Shares of one Portfolio may be
                                         exchanged for shares of the
                                         corresponding class of shares
                                         of any other Portfolio at no
                                         additional charge. Holders of
                                         Class B Shares of  an Equity or
                                         Fixed-Income Portfolio who
                                         exchange their shares for shares
                                         of the Lincoln Cashfund
                                         Portfolio will receive Class B
                                         Exchange Shares which will
                                         continue to be subject to service
                                         and distribution fees and a
                                         CDSC.  See "How to Exchange
                                         Shares."

Dividends, Distributions                 Dividends are paid monthly on:
and Taxes:. . . . . . . . . . . . . . .  Lincoln Government Income
                                         Portfolio
                                         Lincoln Corporate Income
                                         Portfolio
                                         Lincoln Tax-Free Income
                                         Portfolio
                                         Lincoln Cashfund Portfolio
                                         (accrued daily)

                                         Each of the other Portfolios
                                         pays dividends, at least annually.
                                         Dividends are paid from
                                         available net investment income.
                                         Other distributions, if any, are
                                         paid annually from realized net
                                         capital gains. See "Dividends,
                                         Distributions and Taxes."

Reinvestment:. . . . . . . . . . . . . . Distributions may be
                                         automatically reinvested in
                                         Portfolio shares of the same class
                                         of each Portfolio without a sales
                                         charge.  Dividends may also be
                                         reinvested in shares of the same
                                         class of a different Portfolio
                                         without a  sales charge.  See
                                         "Shareholder Services and
                                         Information."

Initial Investment:. . . . . . . . . . . $500 minimum on initial
                                         purchases except for the
                                         Cashfund.   Exceptions are:
                                         $250 for spousal IRA accounts,
                                         $100 for the Cashfund, $25 for
                                         investments through the
                                         Automatic Investment Plan and
                                         $2 million for investments in
                                         Class D shares.  See "How to
                                         Purchase Shares."

Subsequent Investments:. . . . . . . . . Additional investments can be
                                         made at any time for as little as
                                         $50. For investments through the
                                         Automatic Investment Plan, the
                                         minimum additional investment is
                                         $25.
</TABLE>

- ------------------------
* Class B Exchange shares are offered as a convenience to shareholders.  The
  period of time during which a shareholder owns these shares is credited
  toward calculation of the CDSC, if any, upon redemption.

                                       4
<PAGE>

<TABLE>
<S>                                      <C>
Net Asset Values:. . . . . . . . . . . . Each class of each Portfolio may be
                                         separately quoted in the financial section
                                         of appropriate newspapers.  The net asset 
                                         values are also available by calling
                                         1-800-9ADVISOR (1-800-923-8476),
                                         toll-free, 24 hours, 7 days a week. See
                                         "Net Asset Value."

Other Shareholder                        The following services are available
Services:                                for Classes A, B and C:

                                         -- Purchase by Wire
                                         -- Automatic Investment Plan
                                         -- Telephone Redemption Privilege
                                         -- Systematic Withdrawal Plan
                                         -- 30-day Repurchase Privilege
                                         -- Cross Reinvestment
                                         -- Dollar Cost Averaging Plan

                                         The following services are available
                                         for Class A:
                                         -- Right of Accumulation
                                         -- Concurrent Purchases
                                         -- Letter of Intent
                                         -- Access to service representatives
                                         -- IRA, SEP and Keogh account handling

                                         The following service is available
                                         for Regular shares of the Lincoln
                                         Cashfund Portfolio:
                                         -- Checkwriting
</TABLE>

    Delaware Service Company, Inc. serves as the Fund's shareholder
services agent and is located at 1818 Market Street, Philadelphia, PA
19103-3682.

                                       5
<PAGE>
                                 FUND EXPENSES

SHAREHOLDER TRANSACTION EXPENSES

    Shareholder transaction expenses are  charges you pay when  you buy or  sell
shares  of a  fund. See "How to Purchase Shares" and "How to Sell Shares"  for
an explanation of how and when these charges apply to the Portfolios.

                               EQUITY PORTFOLIOS

<TABLE>
<CAPTION>
                              LINCOLN
                             GROWTH AND          LINCOLN                 LINCOLN              LINCOLN              LINCOLN
                               INCOME           ENTERPRISE             U.S. GROWTH         WORLD GROWTH           NEW PACIFIC
SHAREHOLDER
TRANSACTION               -----------------  -----------------    -------------------  ------------------------ -------------------
EXPENSES                    A    B   C   D     A  B   C   D          A  B   C   D           A    B   C   D         A   B   C   D


 <S>                        <C> <C> <C> <C>   <C> <C> <C> <C>      <C> <C> <C> <C>         <C>   <C> <C> <C>      <C>  <C> <C> <C>
 Maximum Sales Charge
  Imposed on Purchase (as a
  percentage of offering
  price)................... 5.5% -  -   -     5.5% -  -   -         5.5% -  -   -           5.5%  -   -  -          5.5% -  -   -
 Maximum Sales Charge or
  Contingent Deferred Sales
  Charges Imposed on
  Reinvested Dividends.....  -  -   -   -      -  -   -   -          -   -  -   -            -    -   -  -           -   -  -   -
 Maximum Contingent
  Deferred Sales Charge (as
  a percentage of original
  purchase price or
  redemption proceeds,
  whichever is
  lower)*.....               -  5%  1%  -     -   5%  1%  -          -   5% 1%  -            -    5%  1% -           -   5% 1% -
 Redemption
 Fees..........              -  -   -   -     -   -   -   -          -   -   -  -            -    -  -   -           -   -  -  -
 Exchange
 Fees.............           -  -   -   -     -   -   -   -          -   -   -  -            -    -  -   -           -   -  -  -
</TABLE>

                    FIXED-INCOME AND MONEY MARKET PORTFOLIOS

<TABLE>
<CAPTION>
                                LINCOLN               LINCOLN                                            LINCOLN
                               GOVERNMENT            CORPORATE               LINCOLN                     CASHFUND
                                 INCOME               INCOME              TAX-FREE INCOME             -----------------
                         ---------------------   -----------------   --------------------------                CLASS B
                                                                                                      REGULAR  EXCHANGE
                                                                                                        --------------
SHAREHOLDER
TRANSACTION
EXPENSES                    A    B   C   D         A    B   C   D          A    B   C   D
- --------                    -    -   -   -         -    -   -   -          -    -   -   -

 <S>                        <C> <C><C> <C>         <C> <C> <C> <C>         <C> <C>  <C> <C>           <C>        <C>
 Maximum Sales
  Charge Imposed
  on Purchase (as
  a percentage of
  offering
  price).................. 4.5% -   -    -       4.5%   -   -   -         4.5%  -   -    -            -          -
 Maximum Sales
  Charge or
  Contingent
  Deferred Sales
  Charges Imposed
  on Reinvested
  Dividends.....            -   -   -    -        -     -   -   -          -    -  -     -            -          -
 Maximum
  Contingent
  Deferred Sales
  Charge (as a
  percentage of
  original purchase
  price or redemption
  proceeds, whichever
  is lower)*.....          -   5%  1%    -        -     5%  1%  -          -    5% 1%    -            -           5%
 Redemption
 Fees...........           -   -   -     -        -     -   -   -          -    -  -     -            -           -
 Exchange
 Fees.............         -   -   -     -        -     -   -   -          -    -  -     -            -           -
</TABLE>

- ------------------------
* The Contingent Deferred Sales Charge on Class B shares declines to 0% after
   six years.

                                       6
<PAGE>
ANNUAL FUND OPERATING EXPENSES (AS PERCENTAGE OF DAILY NET ASSETS)

    The   purpose  of  the  following  table   is  to  assist  the  investor  in
understanding the  various  costs  and  expenses  that  will  bear  directly  or
indirectly  in owning  shares of  each Portfolio.

                               EQUITY PORTFOLIOS

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
                                                     LINCOLN GROWTH AND INCOME PORTFOLIO
                                            ------------------------------------------------------------
                                              CLASS A          CLASS B      CLASS C        CLASS D
                                            ------------   ------------   ------------   ------------
 <S>                                         <C>           <C>             <C>            <C>
 Management Fees.........................    0.80%          0.80%            0.80%         0.80%
 12b-1 Fees..............................    0.35           1.00             1.00          0.00
 Other Expenses (after giving effect
 to reimbursements)+*....................    0.60           0.60             0.60          0.60
                                            -------          -------        -------       -------
   Total Fund Operating Expenses
   (after giving effect to
   reimbursements)+.....................     1.75%          2.40%            2.40%         1.40%
                                            -------        -------          -------       -------
                                            -------        -------          -------       -------

<CAPTION>
   

                                                     LINCOLN ENTERPRISE PORTFOLIO
                                             ------------------------------------------------
                                               CLASS A         CLASS B        CLASS C      CLASS D
                                             ------------   ------------   ------------ ------------
 <S>                                         <C>             <C>           <C>             <C>
 Management Fees.........................     0.80%           0.80%         0.80%           0.80%
 12b-1 Fees..............................     0.35            1.00          1.00            0.00
 Other Expenses (after giving effect
 to reimbursements)+*....................     0.70            0.70          0.70             0.73
                                             -------         -------       -------         -------
   Total Fund Operating Expenses
   (after giving effect to
   reimbursements)+......................     1.85%           2.50%         2.50%            1.53%
                                             -------         -------       -------         -------
                                             -------         -------       -------         -------
</TABLE>
    
<TABLE>
<CAPTION>
                                                     LINCOLN U.S. GROWTH PORTFOLIO
                                            -------------------------------------------------
                                              CLASS A        CLASS B        CLASS C        CLASS D
                                            ------------   ------------   ------------   ------------
 <S>                                        <C>             <C>            <C>           <C>
 Management Fees.........................    0.70%           0.70%          0.70%         0.70%
 12b-1 Fees..............................    0.35            1.00           1.00          0.00
 Other Expenses (after giving effect
 to reimbursements)+*....................   0.80             0.80           0.80          0.80
                                            -------         -------        -------       -------
   Total Fund Operating Expenses
   (after giving effect to
   reimbursements)+......................   1.85%            2.50%          2.50%         1.50%
                                            -------         -------        -------       -------
                                            -------         -------        -------       -------

<CAPTION>

                                                     LINCOLN WORLD GROWTH PORTFOLIO
                                            -------------------------------------------------------
                                              CLASS A         CLASS B       CLASS C        CLASS D
                                            ------------   ------------   ------------   ------------
 <S>                                        <C>            <C>             <C>           <C>
 Management Fees.........................    1.10%           1.10%          1.10%         1.10%
 12b-1 Fees..............................    0.35            1.00           1.00          0.00
 Other Expenses (after giving effect
 to reimbursements)+*....................    0.40            0.40           0.40          0.40
                                            -------         -------        -------       -------
   Total Fund Operating Expenses
   (after giving effect to
   reimbursements)+......................    1.85%           2.50%          2.50%         1.50%
                                            -------         -------        ------        -------
                                            -------         -------        ------        -------
<CAPTION>

                                                     LINCOLN NEW PACIFIC PORTFOLIO
                                            -------------------------------------------------
                                            CLASS A           CLASS B       CLASS C        CLASS D
                                            ------------   ------------   ------------   ------------
 <S>                                        <C>            <C>            <C>            <C>
Management Fees.........................     1.10%          1.10%          1.10%          1.10%
 12b-1 Fees.............................     0.35           1.00           1.00           0.00
 Other Expenses (after giving effect
 to reimbursements)+*...................     0.40           0.40           0.40           0.40
                                            -------        -------        -------        -------

   Total Fund Operating Expenses
   (after giving effect to
   reimbursements)+.....................     1.85%          2.50%          2.50%          1.50%
                                            -------        -------        -------        -------
                                            -------        -------        -------        -------
</TABLE>

                                       7
<PAGE>
              FIXED-INCOME PORTFOLIOS AND MONEY MARKET PORTFOLIOS

ANNUAL FUND OPERATING EXPENSES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
   
<TABLE>
<CAPTION>
                                                     LINCOLN GOVERNMENT INCOME PORTFOLIO
                                            ----------------------------------------------------------------
                                            CLASS A          CLASS B        CLASS C        CLASS D
                                            ------------   ------------   ------------   ------------
 <S>                                        <C>            <C>            <C>            <C>
 Management Fees.........................   0.30%           0.30%          0.30%          0.30%
 12b-1 Fees..............................   0.35            1.00           1.00           0.00
 Other Expenses (after giving effect
 to reimbursements)+*....................   0.60            0.60           0.55           0.60
                                            -------        -------        -------        -------
   Total Fund Operating Expenses
   (after giving effect to
   reimbursements)+......................   1.25%           1.90%          1.85%          0.90%
                                            -------        -------        -------        -------
                                            -------        -------        -------        -------
    
<CAPTION>

                                                     LINCOLN CORPORATE INCOME PORTFOLIO
                                            -------------------------------------------------------------
                                            CLASS A          CLASS B         CLASS C        CLASS D
                                            ------------   ------------   ------------   ------------
 <S>                                        <C>            <C>            <C>            <C>
 Management Fees.........................    0.30%          0.30%          0.30%          0.30%
 12b-1 Fees..............................    0.35           1.00           1.00           0.00
 Other Expenses (after giving effect
 to reimbursements)+*...................     0.60           0.60           0.60           0.60
                                            -------        -------        -------        -------
   Total Fund Operating Expenses
   (after giving effect to
   reimbursements)+.....................     1.25%          1.90%          1.90%          0.90%
                                            -------        -------       -------         -------
                                            -------        -------       -------         -------

                                                       LINCOLN TAX-FREE INCOME PORTFOLIO
                                            ---------------------------------------------------------
                                            CLASS A           CLASS B        CLASS C        CLASS D
                                            ------------   ------------   ------------   ------------
 <S>                                        <C>            <C>            <C>           <C>
 Management Fees.........................    0.30%          0.30%          0.30%         0.30%
 12b-1 Fees..............................    0.35           1.00           1.00          0.00
 Other Expenses (after giving effect
 to reimbursements)+*....................    0.45           0.45           0.45          0.45
                                            -------        -------        -------       -------
   Total Fund Operating Expenses
   (after giving effect to
   reimbursements)+......................    1.10%          1.75%          1.75%         0.75%
                                            -------        ------         -------       -------
                                            -------        -------        -------       -------
</TABLE>

<TABLE>
<CAPTION>
                                                                       LINCOLN CASHFUND PORTFOLIO

                                                                       -----------------------------------------------
                                                                       REGULAR           CLASS B EXCHANGE
                                                                       --------------    -----------------------------
 <S>                                                                   <C>               <C>
 Management Fees...................................                     0.25%             0.25%
 12b-1 Fees........................................                     0.00              1.00
 Other Expenses (after giving effect to
  reimbursements)+*................................                      .85               .85
                                                                        -------           -----
   Total Fund Operating Expenses (after 
   giving effect to
   reimbursements)+.....................                                 1.10%            2.10%
                                                                        -------           -----
                                                                        -------           -----
</TABLE>

   
- ------------------------
* "Other  expenses" are based on expenses incurred by the Fund during the fiscal
  year ended October 31, 1995 (except for Class  D  shares of the  Lincoln  Tax-
  Free Income Portfolio where expenses  are  based  on estimated amounts for the
  current fiscal year) and includes Directors' and professional fees, reports to
  shareholders, transfer agent, custodian and registration fees.
    

+ "Other  expenses" and "Total  Fund Operating Expenses" are  net of fee waivers
  and expense reimbursements by the Advisor. Absent such fee waivers and expense
  reimbursements, total fund operating expenses would be as follows:

<TABLE>
<CAPTION>
                                            CLASS A          CLASS B         CLASS C       CLASS D
                                            ------------   ------------   ------------   ------------
 <S>                                         <C>            <C>            <C>            <C>
 Lincoln Growth and Income
 Portfolio.....                               2.09%          2.74%          2.74%          1.74%
 Lincoln Enterprise Portfolio...........      2.42%          3.07%          3.07%          2.07%
 Lincoln U.S. Growth
  Portfolio...........                        2.18%          2.83%          2.82%          1.83%
 Lincoln World Growth
  Portfolio..........                         2.96%          3.61%           3.61%         2.61%
 Lincoln New Pacific
 Portfolio...........                         3.73%          4.38%           4.38%         3.38%
 Lincoln Government Income
  Portfolio.....                              2.06%          2.71%           2.70%         1.71%
 Lincoln Corporate Income
  Portfolio......                             1.87%          2.52%           2.52%         1.52%
 Lincoln Tax-Free Income
  Portfolio.......                            2.22%          2.87%           2.87%          --
 Lincoln Cashfund Portfolio............       1.51%           --              --            --
</TABLE>

                                       8
<PAGE>
EXAMPLE:
    An investor would, directly or indirectly,  pay the following expenses on  a
hypothetical  $1,000 investment in the Portfolios, assuming: (1) expenses as set
forth above  under Annual  Fund Operating  Expenses, (2)  maximum initial  sales
charges  (without regard to any waivers) or the applicable CDSC, (3) a 5% annual
return, and (4) redemption at the end of the period shown.
   

<TABLE>
<CAPTION>
                                                           ONE        THREE       FIVE       TEN
                                                           YEAR       YEARS       YEARS      YEARS
                                                          -------   ---------   ---------  ---------
 <S>                                                      <C>       <C>         <C>        <C>
 Lincoln Growth and Income Portfolio
   Class A.........................................        $72       $107        $145       $250
   Class B.........................................         74        115         148        242
   Class C.........................................         34         75         128        274
   Class D.........................................         14         44          77        168
 Lincoln Enterprise Portfolio
   Class A.........................................        $73       $110        $150       $260
   Class B.........................................         75        118         153        247
   Class C.........................................         35         78         133        284
   Class D.........................................         16         48          83        182
 Lincoln U.S. Growth Portfolio
   Class A.........................................         $73      $110        $150       $260
   Class B.........................................          75       118         153        247
   Class C.........................................          35        78         133        284
   Class D.........................................          15        47          82        179
 Lincoln World Growth Portfolio
   Class A.........................................         $73      $110        $150       $260
   Class B.........................................          75       118         153        247
   Class C.........................................          35        78         133        284
   Class D.........................................          15        47          82        179
 Lincoln New Pacific Portfolio
   Class A.........................................         $73      $110        $150       $260
   Class B.........................................          75       118         153        247
   Class C.........................................          35        78         133        284
   Class D.........................................          15        47          82        179
 Lincoln Government Income Portfolio
   Class A.........................................         $57       $83        $111       $190
   Class B.........................................          69       100         123        215
   Class C.........................................          29        58         100        217
   Class D.........................................           9        29          50        111
 Lincoln Corporate Income Portfolio
   Class A.........................................         $57       $83        $111       $190
   Class B.........................................          69       100         123        215
   Class C.........................................          29        60         103        222
   Class D.........................................           9        29          50        111
 Lincoln Tax-Free Income Portfolio
   Class A.........................................         $56       $78        $103       $173
   Class B.........................................          68        95         115        206
   Class C.........................................          28        55          95        206
   Class D.........................................           8        24          42         93
 Lincoln Cashfund Portfolio
   Regular.........................................         $11       $35        $ 61       $134
   Class B Exchange................................          71       106         133        226
</TABLE>
    
                                       9
<PAGE>
    For purposes of the Class B and  Class B Exchange shares, you would pay  the
following  expenses on the same investment,  assuming (1) expenses (after giving
effect to  waivers and  reimbursements) as  set forth  above under  Annual  Fund
Operating Expenses, and (2) no redemption.

<TABLE>
<CAPTION>
                                              ONE      THREE     FIVE      TEN
                                             YEAR      YEARS     YEARS    YEARS
                                           --------  --------  --------  ---------
 <S>                                         <C>      <C>       <C>       <C>
 Lincoln Growth and Income
 Portfolio...............                    $24       $75       $128      $242
 Lincoln Enterprise
 Portfolio......................              25        78        133       247
 Lincoln U.S. Growth
  Portfolio.....................              25        78        133       247
 Lincoln World Growth
 Portfolio....................                25        78        133       247
 Lincoln New Pacific
 Portfolio.....................               25        78        133       247
 Lincoln Government Income
 Portfolio...............                     19        60        103       215
 Lincoln Corporate Income
 Portfolio................                    19        60        103       215
 Lincoln Tax-Free Income
 Portfolio.................                   18        55         95       206
 Lincoln Cashfund Portfolio     
   Class B
   Exchange................................   21        66        113       226
</TABLE>

    The  examples of hypothetical  investments in each  of the Portfolios should
not be considered  a representation  of future performance  or expenses.  Actual
expenses may be greater or less than those shown.

    For  purposes of the Class C shares, you would pay the following expenses on
the same investment, assuming (1) expenses  (after giving effect to waivers  and
reimbursements) as set forth above under Annual Fund Operating Expenses, and (2)
no redemption.

<TABLE>
<CAPTION>
                                            ONE      THREE    FIVE       TEN
                                            YEAR     YEARS    YEARS     YEARS
                                          --------  -------  -------   --------
 <S>                                       <C>       <C>      <C>       <C>

 Lincoln Growth and Income
 Portfolio...............                    $24      $75      $128      274
 Lincoln Enterprise
 Portfolio......................              25       78       133      284
 Lincoln U.S. Growth
  Portfolio.....................              25       78       133      284
 Lincoln World Growth
  Portfolio....................               25       78       133      284
 Lincoln New Pacific
 Portfolio.....................               25       78       133      284
 Lincoln Government Income
 Portfolio...............                     19       58       100      217
 Lincoln Corporate Income
 Portfolio................                    19       60       103      222
 Lincoln Tax-Free Income
 Portfolio.................                   18       55        95      206
</TABLE>

    The  examples of hypothetical  investments in each  of the Portfolios should
not be considered  a representation  of future performance  or expenses.  Actual
expenses may be greater or less than those shown.

                                       10
<PAGE>
                              FINANCIAL HIGHLIGHTS

   
          The table below  provides  financial  highlights of income and capital
changes  for one share of each  Class  outstanding  for the  fiscal  year  ended
October 31, 1995 and the period ended October 31, 1994,  and has been audited by
Coopers & Lybrand L.L.P.,  the Fund's independent  accountants,  whose report is
included in the  Statement of Additional  Information  for the fiscal year ended
October 31, 1995.  This  information is  supplemented  by the audited  financial
statements  and  accompanying  notes  appearing in the  Statement of  Additional
Information.
    

 
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
LINCOLN GROWTH AND INCOME PORTFOLIO
 
 
<TABLE>
<CAPTION>
                                       CLASS A                           CLASS B
                          --------------------------------- ---------------------------------
                            FOR THE YEAR    FOR THE PERIOD    FOR THE YEAR    FOR THE PERIOD
                               ENDED            ENDED            ENDED            ENDED
                          OCTOBER 31, 1995 OCTOBER 31, 1994 OCTOBER 31, 1995 OCTOBER 31, 1994
                          ---------------- ---------------- ---------------- ----------------
<S>                       <C>              <C>              <C>              <C>
Net asset value,
 beginning of period          $  9.74          $  10.00          $ 9.49          $  10.00
                              -------          --------          ------          --------
Income from investment
 operations:
 Net investment income
  (loss)                         0.09              0.05            0.04              0.01
 Net realized and
  unrealized gain (loss)
  on investments                 1.71             (0.26)           1.64             (0.49)
                              -------          --------          ------          --------
  Total from investment
   operations                    1.80             (0.21)           1.68             (0.48)
                              -------          --------          ------          --------
Less distributions to
 shareholders:
 From net investment
  income                        (0.07)            (0.05)          (0.06)            (0.03)
 From net realized gains        (0.25)              --            (0.25)              --
                              -------          --------          ------          --------
  Total distributions           (0.32)            (0.05)          (0.31)            (0.03)
                              -------          --------          ------          --------
Net asset value, end of
 period                       $ 11.22          $   9.74          $10.86          $   9.49
                              =======          ========          ======          ========
Total Return**                  19.13%            (2.15%)         18.36%            (4.83%)
Ratios/Supplemental
 Data:
 Net assets, end of
  period (000's)              $13,297           $10,437          $1,308              $563
 Net expenses to average
  daily net assets               1.75%             1.75%*          2.40%             2.40%*
 Net investment income
  (loss) to average
  daily net assets               0.88%             0.49%*          0.23%             (.14%)*
 Portfolio turnover rate           49%               39%             49%               39%
 Commencement of
  operations                                   12/03/93                          03/29/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:               2.09%             2.87%*          2.74%             3.53%*
</TABLE> 

LINCOLN ENTERPRISE PORTFOLIO

<TABLE> 
<CAPTION>
                                       CLASS A                           CLASS B
                          --------------------------------- ---------------------------------
                            FOR THE YEAR    FOR THE PERIOD    FOR THE YEAR    FOR THE PERIOD
                               ENDED            ENDED            ENDED            ENDED
                          OCTOBER 31, 1995 OCTOBER 31, 1994 OCTOBER 31, 1995 OCTOBER 31, 1994
                          ---------------- ---------------- ---------------- ----------------
<S>                       <C>              <C>              <C>              <C>
Net asset value,
 beginning of period          $  9.20          $  10.00          $ 9.81          $  10.00
                              -------          --------          ------          --------
Income from investment
 operations:
 Net investment income
  (loss)                        (0.08)            (0.08)          (0.12)            (0.04)
 Net realized and
  unrealized gain (loss)
  on investments                 2.16             (0.71)           2.27             (0.15)
                              -------          --------          ------          --------
  Total from investment
   operations                    2.08             (0.79)           2.15             (0.19)
                              -------          --------          ------          --------
Less distributions to
 shareholders:
 From net investment
  income                          --              (0.01)            --                --
 From net realized gains          --                --              --                --
                              -------          --------          ------          --------
  Total distributions            0.00             (0.01)           0.00              0.00
                              -------          --------          ------          --------
Net asset value, end of
 period                       $ 11.28          $   9.20          $11.96          $   9.81
                              =======          ========          ======          ========
Total Return**                  22.72%            (7.91%)         21.92%            (1.91%)
Ratios/Supplemental
 Data:
 Net assets, end of
  period (000's)              $14,508           $10,579          $1,811              $761
 Net expenses to average
  daily net assets               1.85%             1.85%*          2.50%             2.50%*
 Net investment income
  (loss) to average
  daily net assets              (0.83%)           (1.01%)*        (1.50%)           (1.53%)*
 Portfolio turnover rate          106%              120%            106%              120%
 Commencement of
  operations                                   12/03/93                          04/14/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:               2.42%             3.10%*          3.07%             3.76%*
</TABLE>
- -------
 * Annualized.
** Total return calculations exclude front end sales load.
 
                                                   The accompanying notes are an
 

 
<PAGE>
 
 
<TABLE>
<CAPTION>
                CLASS C                                  CLASS D
- ---------------------------------------- ---------------------------------------
  FOR THE YEAR                             FOR THE YEAR
     ENDED            FOR THE PERIOD          ENDED           FOR THE PERIOD
OCTOBER 31, 1995  ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
- ----------------  ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
     $ 9.96              $  10.00             $ 9.74             $  10.42
     ------              --------             ------             --------
       0.04                  0.00               0.12                 0.05
       1.72                 (0.02)              1.71                (0.66)
     ------              --------             ------             --------
       1.76                 (0.02)              1.83                (0.61)
     ------              --------             ------             --------
      (0.05)                (0.02)             (0.11)               (0.07)
      (0.25)                  --               (0.25)                 --
     ------              --------             ------             --------
      (0.30)                (0.02)             (0.36)               (0.07)
     ------              --------             ------             --------
     $11.42              $   9.96             $11.21             $   9.74
     ======              ========             ======             ========
      18.37%                (0.22%)            19.52%               (5.93%)
        $73                   $24             $6,706               $2,620
       2.40%                 2.40%*             1.40%                1.40%*
       0.23%                 (.08%)*            1.23%                0.91%*
         49%                   39%                49%                  39%
                         05/11/94                                02/03/94
       2.74%                 3.52%*             1.74%                2.52%*
<CAPTION>
                CLASS C                                  CLASS D
- ---------------------------------------- ---------------------------------------
  FOR THE YEAR                             FOR THE YEAR
     ENDED            FOR THE PERIOD          ENDED           FOR THE PERIOD
OCTOBER 31, 1995  ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
- ----------------  ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
     $10.02              $  10.00             $ 9.23             $  10.44
     ------              --------             ------             --------
      (0.15)                (0.05)             (0.02)               (0.02)
       2.34                  0.07               2.09                (1.19)
     ------              --------             ------             --------
       2.19                  0.02               2.07                (1.21)
     ------              --------             ------             --------
        --                    --                 --                   --
        --                    --                 --                   --
     ------              --------             ------             --------
       0.00                  0.00               0.00                 0.00
     ------              --------             ------             --------
     $12.21              $  10.02             $11.30             $   9.23
     ======              ========             ======             ========
      21.86%                 0.23%             22.43%              (11.61%)
     $   58              $     37             $3,666             $    234
       2.50%                 2.50%*             1.53%                1.50%*
      (1.49%)               (1.53%)*           (0.60%)               (.63%)*
        106%                  120%               106%                 120%
                         05/10/94                                02/03/94
       3.07%                 3.75%*             2.07%                2.75%*
</TABLE>
 
integral part of the financial statements.
 
                                                                              
 
<PAGE>
 
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
LINCOLN U.S. GROWTH PORTFOLIO
 
<TABLE>
<CAPTION>
                                          CLASS A                                 CLASS B
                          --------------------------------------- ---------------------------------------
                            FOR THE YEAR                            FOR THE YEAR
                               ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
                          OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                          ---------------- ---------------------- ---------------- ----------------------
<S>                       <C>              <C>                    <C>              <C>
Net asset value,
 beginning of period           $10.21               $10.00             $10.19               $10.00
                              -------             --------            -------             --------
Income from investment
 operations:
 Net investment income
  (loss)                       (0.09)               (0.04)             (0.14)               (0.03)
 Net realized and
  unrealized gain (loss)
  on investments                 2.31                 0.26               2.28                 0.22
                              -------             --------            -------             --------
  Total from investment
   operations                    2.22                 0.22               2.14                 0.19
                              -------             --------            -------             --------
Less distributions to
 shareholders:
 From net investment
  income                          --                 (0.01)               --                   --
 From net realized gains          --                   --                 --                   --
                              -------             --------            -------             --------
  Total distributions            0.00                (0.01)              0.00                 0.00
                              -------             --------            -------             --------
Net asset value, end of
 period                        $12.43               $10.21             $12.33               $10.19
                              =======             ========            =======             ========
Total Return**                 21.74%                2.18%             21.00%                1.90%
Ratios / Supplemental
 Data:
 Net assets, end of
  period (000's)              $13,574              $10,669               $567                 $204
 Net expenses to average
  daily net assets              1.85%               1.85%*              2.50%               2.50%*
 Net investment income
  (loss) to average
  daily net assets            (0.88%)             (0.51%)*            (1.57%)             (1.26%)*
 Portfolio turnover rate          58%                  66%                58%                  66%
 Commencement of
  operations                                      12/03/93                                03/29/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:              2.18%               2.94%*              2.83%               3.60%*
</TABLE> 

LINCOLN WORLD GROWTH PORTFOLIO

<TABLE> 
<CAPTION>
                                          CLASS A                                 CLASS B
                          --------------------------------------- ---------------------------------------
                            FOR THE YEAR                            FOR THE YEAR
                               ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
                          OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                          ---------------- ---------------------- ---------------- ----------------------
<S>                       <C>              <C>                    <C>              <C>
Net asset value,
 beginning of period           $11.00               $10.00             $10.40               $10.00
                              -------             --------            -------             --------
Income from investment
 operations:
 Net investment income
  (loss)                         0.01                 0.02             (0.02)                  --
 Net realized and
  unrealized gain (loss)
  on investments                 0.40                 1.01               0.35                 0.43
                              -------             --------            -------             --------
  Total from investment
   operations                    0.41                 1.03               0.33                 0.43
                              -------             --------            -------             --------
Less distributions to
 shareholders:
 From net investment
  income                       (0.01)               (0.03)             (0.02)               (0.03)
 From net realized gains          --                   --                 --                   --
                              -------             --------            -------             --------
  Total distributions          (0.01)               (0.03)             (0.02)               (0.03)
                              -------             --------            -------             --------
Net asset value, end of
 period                        $11.40               $11.00             $10.71               $10.40
                              =======             ========            =======             ========
Total Return**                  3.81%               10.25%              3.19%                4.28%
Ratios / Supplemental
 Data:
 Net assets, end of
  period (000's)              $13,018              $11,721             $1,183                 $523
 Net expenses to average
  daily net assets              1.85%               1.85%*              2.50%               2.50%*
 Net investment income
  (loss) to average
  daily net assets              0.00%               0.25%*            (0.57%)             (0.37%)*
 Portfolio turnover rate           9%                   6%                 9%                   6%
 Commencement of
  operations                                      12/03/93                                03/29/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:              2.96%               3.56%*              3.61%               4.22%*
</TABLE>
 
 * Annualized
** Total return calculations exclude front end sales load.
 
                                                   The accompanying notes are an
 

 
<PAGE>
 
 
<TABLE>
<CAPTION>
                 CLASS C                                 CLASS D
 --------------------------------------- ---------------------------------------
   FOR THE YEAR                            FOR THE YEAR
      ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
 ---------------- ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
      $10.62               $10.00             $10.23               $10.52
     -------             --------            -------             --------
      (0.10)               (0.03)             (0.05)               (0.01)
        2.33                 0.65               2.32               (0.28)
     -------             --------            -------             --------
        2.23                 0.62               2.27                (0.29)
     -------             --------            -------             --------
         --                   --                 --                   --
         --                   --                 --                   --
     -------             --------            -------             --------
        0.00                 0.00               0.00                 0.00
     -------             --------            -------             --------
      $12.85               $10.62             $12.50               $10.23
     =======             ========            =======             ========
      21.00%                6.17%             22.19%              (2.78%)
         $27                   $5             $4,819               $1,630
       2.50%               2.50%*              1.50%               1.50%*
     (1.61%)             (1.09%)*            (0.59%)             (0.27%)*
         58%                  66%                58%                  66%
                         05/23/94                                02/03/94
       2.82%               3.54%*              1.83%               2.60%*
</TABLE>
<TABLE>
<CAPTION>
                 CLASS C                                 CLASS D
 --------------------------------------- ---------------------------------------
   FOR THE YEAR                            FOR THE YEAR
      ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
 ---------------- ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
      $10.43               $10.00             $11.02               $10.50
     -------             --------            -------             --------
      (0.06)                 0.01               0.04                 0.04
        0.39                 0.44               0.41                 0.52
     -------             --------            -------             --------
        0.33                 0.45               0.45                 0.56
     -------             --------            -------             --------
      (0.03)               (0.02)             (0.03)               (0.04)
         --                   --                 --                   --
     -------             --------            -------             --------
      (0.03)               (0.02)             (0.03)               (0.04)
     -------             --------            -------             --------
      $10.73               $10.43             $11.44               $11.02
     =======             ========            =======             ========
       3.16%                4.45%              4.22%                5.26%
         $43                  $38               $161                  $63
       2.50%               2.50%*              1.50%               1.50%*
     (0.62%)               0.16%*              0.40%               0.76%*
          9%                   6%                 9%                   6%
                         05/10/94                                02/03/94
       3.61%               4.23%*              2.61%              3.21% *
</TABLE>
 
 
integral part of the financial statements.
 
                                                                              

<PAGE>
 
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
LINCOLN NEW PACIFIC PORTFOLIO
 
<TABLE>
<CAPTION>
                                          CLASS A                                 CLASS B
                          --------------------------------------- ---------------------------------------
                            FOR THE YEAR                            FOR THE YEAR
                               ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
                          OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                          ---------------- ---------------------- ---------------- ----------------------
<S>                       <C>              <C>                    <C>              <C>
Net asset value,
 beginning of period            $10.44              $10.00              $10.86              $10.00
                              --------            --------            --------            --------
Income from investment
 operations:
 Net investment income
  (loss)                        (0.05)              (0.02)              (0.10)              (0.03)
 Net realized and
  unrealized gain (loss)
  on investments                (1.39)                0.47              (1.46)                0.89
                              --------            --------            --------            --------
  Total from investment
   operations                   (1.44)                0.45              (1.56)                0.86
                              --------            --------            --------            --------
Less distributions to
 shareholders:
 From net investment
  income                           --               (0.01)                 --                  --
 From net realized gains        (0.29)                 --               (0.29)                 --
                              --------            --------            --------            --------
  Total distributions           (0.29)              (0.01)              (0.29)                0.00
                              --------            --------            --------            --------
Net asset value, end of
 period                          $8.71              $10.44               $9.01              $10.86
                              ========            ========            ========            ========
Total Return**                (13.99%)               4.53%            (14.56%)               8.58%
Ratios / Supplemental
 Data:
 Net assets, end of
  period (000's)               $10,353             $11,333                $573                $431
 Net expenses to average
  daily net assets               1.85%              1.85%*               2.50%              2.50%*
 Net investment income
  (loss) to average
  daily net assets             (0.60%)            (0.21%)*             (1.20%)            (0.88%)*
 Portfolio turnover rate          163%                104%                163%                104%
 Commencement of
  operations                                      12/03/93                                03/29/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to 
  average net assets
  would have been:               3.73%              3.66%*               4.38%              4.32%*
</TABLE> 

LINCOLN GOVERNMENT INCOME PORTFOLIO

<TABLE> 
<CAPTION>
                                          CLASS A                                 CLASS B
                          --------------------------------------- ---------------------------------------
                            FOR THE YEAR                            FOR THE YEAR
                               ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
                          OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                          ---------------- ---------------------- ---------------- ----------------------
<S>                       <C>              <C>                    <C>              <C>
Net asset value,
 beginning of period             $9.15              $10.00               $9.78              $10.00
                              --------            --------            --------            --------
Income from investment
 operations:
 Net investment income
  (loss)                          0.57                0.38                0.57                0.12
 Net realized and
  unrealized gain (loss)
  on investments                  0.65              (0.86)                0.65              (0.23)
                              --------            --------            --------            --------
  Total from investment
   operations                     1.22              (0.48)                1.22              (0.11)
                              --------            --------            --------            --------
Less distributions to
 shareholders:
 From net investment
  income                        (0.57)              (0.37)              (0.75)              (0.11)
 From net realized gains           --                  --                  --                  --
                              --------            --------            --------            --------
  Total distributions           (0.57)              (0.37)              (0.75)              (0.11)
                              --------            --------            --------            --------
Net asset value, end of
 period                          $9.80               $9.15              $10.25               $9.78
                              ========            ========            ========            ========
Total Return**                  13.72%             (4.93%)              13.09%             (1.11%)
Ratios / Supplemental
 Data:
 Net assets, end of
  period (000's)               $11,062              $9,658                $299                $239
 Net expenses to average
  daily net assets               1.25%              1.25%*               1.90%              1.90%*
 Net investment income
  (loss) to average
  daily net assets               6.07%              4.38%*               5.43%              4.87%*
 Portfolio turnover rate          227%                366%                227%                366%
 Commencement of
  operations                                      12/03/93                                07/27/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:               2.06%              2.58%*               2.71%              3.22%*
</TABLE>
 
 * Annualized
** Total return calculations exclude front end sales load.
 
                                                   The accompanying notes are an
 

 
<PAGE>
 
 
<TABLE>
<CAPTION>
                 CLASS C                                 CLASS D
 --------------------------------------- ---------------------------------------
   FOR THE YEAR                            FOR THE YEAR
      ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
 ---------------- ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
       $10.66              $10.00              $10.48              $11.14
     --------            --------            --------            --------
       (0.08)              (0.02)              (0.01)                0.01
       (1.46)                0.68              (1.41)              (0.67)
     --------            --------            --------            --------
       (1.54)                0.66              (1.42)              (0.66)
     --------            --------            --------            --------
          --                  --                  --                  --
       (0.29)                 --               (0.29)                 --
     --------            --------            --------            --------
       (0.29)                0.00              (0.29)                0.00
     --------            --------            --------            --------
        $8.83              $10.66               $8.77              $10.48
     ========            ========            ========            ========
     (14.57%)               6.55%            (13.65%)             (5.98%)
          $17                 $12                 $62                 $47
        2.50%              2.50%*               1.50%              1.50%*
      (1.02%)            (0.83%)*             (0.16%)              0.23%*
         163%                104%                163%                104%
                         07/07/94                                02/03/94
        4.38%              4.31%*               3.38%              3.31%*
</TABLE>
<TABLE>
<CAPTION>
                 CLASS C                                 CLASS D
 --------------------------------------- ---------------------------------------
   FOR THE YEAR                            FOR THE YEAR
      ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
 ---------------- ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
        $9.79              $10.00               $9.15              $10.00
     --------            --------            --------            --------
         0.63                0.15                0.69                0.33
         0.47              (0.22)                0.54              (0.85)
     --------            --------            --------            --------
         1.10              (0.07)                1.23              (0.52)
     --------            --------            --------            --------
       (0.51)              (0.14)              (0.78)              (0.33)
          --                  --                  --                  --
     --------            --------            --------            --------
       (0.51)              (0.14)              (0.78)              (0.33)
     --------            --------            --------            --------
       $10.38               $9.79               $9.60               $9.15
     ========            ========            ========            ========
       11.59%             (0.72%)              14.15%             (5.17%)
          $15                 $49                $979                $353
        1.85%              1.90%*               0.90%              0.90%*
        4.73%              4.71%*               6.39%              5.57%*
         227%                366%                227%                366%
                         07/07/94                                02/03/94
        2.70%              3.22%*               1.71%              2.23%*
</TABLE>
 
integral part of the financial statements.
 
                                                                              

<PAGE>
 
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
LINCOLN CORPORATE INCOME PORTFOLIO
 
<TABLE>
<CAPTION>
                                          CLASS A                                 CLASS B
                          --------------------------------------- ---------------------------------------
                            FOR THE YEAR                            FOR THE YEAR
                               ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
                          OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                          ---------------- ---------------------- ---------------- ----------------------
<S>                       <C>              <C>                    <C>              <C>
Net asset value,
 beginning of period            $8.80               $10.00              $9.73               $10.00
                              -------             --------             ------             --------
Income from investment
 operations:
 Net investment income
  (loss)                         0.61                 0.51               0.66                 0.29
 Net realized and
  unrealized gain (loss)
  on investments                 0.91               (1.20)               0.91               (0.28)
                              -------             --------             ------             --------
  Total from investment
   operations                    1.52               (0.69)               1.57                 0.01
                              -------             --------             ------             --------
Less distributions to
 shareholders:
 From net investment
  income                       (0.56)               (0.51)             (0.85)               (0.28)
 From net realized gains          --                   --                 --                   --
                              -------             --------             ------             --------
  Total distributions          (0.56)               (0.51)             (0.85)               (0.28)
                              -------             --------             ------             --------
Net asset value, end of
 period                         $9.76                $8.80             $10.45                $9.73
                              =======             ========             ======             ========
Total Return**                 17.71%              (7.06%)             17.05%                0.11%
Ratios/Supplemental
 Data:
 Net assets, end of
  period (000's)              $11,518               $9,620               $362                 $222
 Net expenses to average
  daily net assets              1.25%               1.25%*              1.90%               1.90%*
 Net investment income
  (loss) to average
  daily net assets              6.64%               6.04%*              5.97%               5.94%*
 Portfolio turnover rate         119%                 185%               119%                 185%
 Commencement of
  operations                                      12/03/93                                05/11/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:              1.87%               2.55%*              2.52%               3.21%*
</TABLE> 

LINCOLN TAX-FREE INCOME PORTFOLIO

<TABLE> 
<CAPTION>
                                          CLASS A                                 CLASS B
                          --------------------------------------- ---------------------------------------
                            FOR THE YEAR                            FOR THE YEAR
                               ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
                          OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                          ---------------- ---------------------- ---------------- ----------------------
<S>                       <C>              <C>                    <C>              <C>
Net asset value,
 beginning of period            $8.93               $10.00              $9.67               $10.00
                              -------             --------             ------             --------
Income from investment
 operations:
 Net investment income
  (loss)                         0.40                 0.34               0.43                 0.16
 Net realized and
  unrealized gain (loss)
  on investments                 0.89               (1.06)               0.88               (0.33)
                              -------             --------             ------             --------
  Total from investment
   operations                    1.29               (0.72)               1.31               (0.17)
                              -------             --------             ------             --------
Less distributions to
 shareholders:
 From net investment
  income                       (0.40)               (0.35)             (0.56)               (0.16)
 From net realized gains          --                   --                 --                   --
                              -------             --------             ------             --------
  Total distributions          (0.40)               (0.35)             (0.56)               (0.16)
                              -------             --------             ------             --------
Net asset value, end of
 period                         $9.82                $8.93             $10.42                $9.67
                              =======             ========             ======             ========
Total Return**                 14.76%              (7.40%)             14.04%              (1.73%)
Ratios/Supplemental
 Data:
 Net assets, end of
  period (000's)              $10,950               $9,438               $170                  $95
 Net expenses to average
  daily net assets              1.10%               1.10%*              1.75%               1.75%*
 Net investment income
  (loss) to average
  daily net assets              4.29%               3.98%*              3.63%               3.52%*
 Portfolio turnover rate           3%                  25%                 3%                  25%
 Commencement of
  operations                                      12/03/93                                05/04/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:              2.22%               2.66%*              2.87%               3.31%*
</TABLE>
 
 * Annualized
** Total return calculations exclude front end sales load.
 
                                                   The accompanying notes are an
 
 
<PAGE>
 
 
<TABLE>
<CAPTION>
                 CLASS C                                 CLASS D
 --------------------------------------- ---------------------------------------
   FOR THE YEAR                            FOR THE YEAR
      ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
 ---------------- ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
       $9.80               $10.00              $8.84                $9.98
      ------             --------             ------             --------
        0.18                 0.08               0.73                 0.41
        1.33               (0.19)               0.78               (1.12)
      ------             --------             ------             --------
        1.51               (0.11)               1.51               (0.71)
      ------             --------             ------             --------
      (0.87)               (0.09)             (0.86)               (0.43)
         --                   --                 --                   --
      ------             --------             ------             --------
      (0.87)               (0.09)             (0.86)               (0.43)
      ------             --------             ------             --------
      $10.44                $9.80              $9.49                $8.84
      ======             ========             ======             ========
      16.23%              (1.00%)             18.27%              (7.21%)
          $5                   $9             $3,704               $1,302
       1.90%               1.85%*              0.90%               0.90%*
       5.75%               5.91%*              6.95%               6.88%*
        119%                 185%               119%                 185%
                         09/14/94                                02/03/94
       2.52%               3.17%*              1.52%               2.20%*
</TABLE>
<TABLE>
<CAPTION>
                 CLASS C
 ---------------------------------------
   FOR THE YEAR
      ENDED           FOR THE PERIOD
 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
 ---------------- ----------------------
<S>               <C>                  
       $9.64               $10.00
      ------             --------
        0.13                 0.05
        1.10               (0.35)
      ------             --------
        1.23               (0.30)
      ------             --------
      (0.66)               (0.06)
         --                   --
      ------             --------
      (0.66)               (0.06)
      ------             --------
      $10.21                $9.64
      ======             ========
      13.40%              (3.04%)
         $10                   $7
       1.75%               1.75%*
       3.68%               3.50%*
          3%                  25%
                         09/14/94
       2.87%               3.27%*
</TABLE>
 
integral part of the financial statements.
 
                                                                              
 
<PAGE>
 
FINANCIAL HIGHLIGHTS
LINCOLN CASHFUND PORTFOLIO
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
 
<TABLE>
<CAPTION>
                                                  REGULAR SHARES
                                      ---------------------------------------
                                        FOR THE YEAR
                                           ENDED           FOR THE PERIOD
                                      OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                                      ---------------- ----------------------
<S>                                   <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD        $1.00                $1.00
                                          -------             --------
INCOME FROM INVESTMENT OPERATIONS:
 Net investment income (loss)                0.05                 0.03
 Net realized and unrealized gain
  (loss) on investments                      0.00                 0.00
                                          -------             --------
  Total from investment operations           0.05                 0.03
                                          -------             --------
LESS DISTRIBUTIONS TO SHAREHOLDERS:
 From net investment income                (0.05)               (0.03)
 From net realized gains                      --                   --
                                          -------             --------
  Total distributions                      (0.05)               (0.03)
                                          -------             --------
NET ASSET VALUE, END OF PERIOD              $1.00                $1.00
                                          =======             ========
TOTAL RETURN                                4.94%                2.63%
RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of period (000's)        $11,452              $10,897
 Net expenses to average daily net
  assets                                    1.10%               1.10%*
 Net investment income (loss) to
  average daily net assets                  4.85%               2.90%*
 Commencement of operations                                   12/03/93
 Without the waiver of fees and
  reimbursement of expenses by the
  advisor, the ratio of net
  expenses to average net assets
  would have been:                          1.51%               2.11%*
</TABLE>
 
* Annualized
 
 
    The accompanying notes are an integral part of the financial statements.
 

                                       19
<PAGE>
                   THE PORTFOLIOS' FUNDAMENTAL OBJECTIVES AND
                           OTHER INVESTMENT POLICIES

THE EQUITY PORTFOLIOS

    LINCOLN GROWTH AND INCOME PORTFOLIO.     This  Portfolio's  fundamental
investment objective is to seek to provide a combination of capital appreciation
and current income by investing in common stocks, preferred stocks, fixed-income
securities, convertible securities and money market investments.

    There is  no limitation  on the  percentage of  assets invested  in  various
investment  categories  (equity securities,  debt  obligations and  money market
instruments) and the Advisor  or sub-advisor will  determine the specific  asset
mix   from  time  to  time  based   on  prevailing  market  conditions.  Capital
appreciation and current income will be given equal consideration in determining
the investments to be acquired by the Portfolio. However, the Portfolio does not
necessarily intend to maintain any balance between equity and debt securities.

    The equity  securities in  which  the Portfolio  will primarily  invest  are
common  stocks of established  corporations in any  industry, which corporations
have market capitalizations in excess of $200 million and the stock of which  is
traded  on the New York Stock Exchange, the American Stock Exchange or NASDAQ. A
company's market capitalization is calculated by multiplying the total number of
shares of its common  stock outstanding by  the market price  of the stock.  The
stock  of such corporations must, in the  opinion of the Advisor or sub-advisor,
have prospects for price appreciation greater than that of the Standard & Poor's
Corporation ("S&P") 500 Index generally. The Advisor's or sub-advisor's forecast
of price appreciation is  based on estimates of  future earnings and cash  flow,
and  the anticipated impact  of those estimates  on the price  of the stock. The
Portfolio may also invest in preferred stocks or debt securities that are either
convertible into common stock or have warrants attached.

    The  Portfolio  will also invest in debt  securities  which  primarily  have
ratings at the time of purchase within the four highest categories determined by
Moody's  Investors  Service,  Inc.  ("Moody's")  or S&P or, if not rated,  be of
comparable  quality in the opinion of the Advisor or sub-advisor.  The Portfolio
may invest up to 15% of its assets in securities  having  ratings at the time of
purchase lower than Baa by Moody's or BBB by S&P or, if not rated, of comparable
quality in the opinion of the Advisor or  sub-advisor.  The  Portfolio  will not
invest in debt securities  rated lower than B by Moody's or S&P.  Lower-rated or
unrated  securities,  commonly  referred to as "junk  bonds," are more likely to
react to  developments  affecting  market and credit  risk than are more  highly
rated  securities,  which react  primarily to movements in the general  level of
interest rates. See "Risk Factors and Special  Considerations" for a description
of the risks  inherent  in such  securities  and see  "Description  of  Security
Ratings" in the Statement of  Additional  Information  for a description  of the
Moody's  and S&P  ratings.  The  Portfolio  may also  invest in U.S.  Government
Securities.

    The Portfolio  may invest  up to  15% of  its assets  in the  securities  of
foreign issuers.

    LINCOLN  ENTERPRISE  PORTFOLIO.    This  Portfolio's  fundamental investment
objective is to seek to provide maximum appreciation of capital by investing  in
medium-sized companies which have a dominant position within their industry, are
undervalued,  or have potential for  growth in earnings. Currently, medium-sized
companies are considered to have market capitalizations between $250 million and
$5 billion. The Portfolio is unlikely  to participate in slow growth  industries
such  as  utilities and  is  likely to  invest  frequently in  high  growth rate
companies in the retail, health care, computer, communication and  entertainment
industries.  Under  normal  circumstances, at  least  65%  of the  value  of the
Portfolio's assets will be invested in equity securities.

    In selecting investments, the Portfolio's Advisor or sub-advisor seeks small
or medium capitalization companies  that it believes have  earnings that may  be
expected  to grow faster than the U.S.  economy in general. These companies will
typically  possess  one   or  more  characteristics,   including  high   quality
management,  a leading or dominant  position in a product  and a relatively high
rate of  return on  invested capital.  Income derived  from securities  of  such
companies is only an incidental consideration of the Portfolio.

                                       20
<PAGE>
    The  Portfolio will primarily invest in common stocks although it may invest
up to 35% of the value of its assets in convertible bonds, convertible preferred
stock, warrants to purchase common stock, futures and options.

    The Portfolio may invest up  to 15% of its  assets in securities of  foreign
issuers.

    LINCOLN  U.S.  GROWTH PORTFOLIO.    This Portfolio's  fundamental investment
objective is to seek to maximize capital appreciation by investing in  companies
of  all sizes  which have  low dividend yields,  strong balance  sheets and high
expected earnings growth rates relative to their industry.

    The Advisor or sub-advisor will seek  investments in companies of all  sizes
that  the Advisor or sub-advisor believes have  earnings that may be expected to
grow faster  than the  U.S. economy  in general.  Such companies  may offer  the
possibility  of accelerated earnings  growth because of  management changes, new
products or structural changes in the economy. In addition, those companies with
relatively high  rates of  return on  invested capital  may be  able to  finance
future  growth from  internal sources.  Income derived  from securities  in such
companies will be only an incidental consideration of the Portfolio.

    The Portfolio intends to invest primarily  in common stocks believed by  the
Advisor  or sub-advisor to have appreciation potential. However, common stock is
not always the  class of  security that  provides the  greatest possibility  for
appreciation.  The  Portfolio  may  invest  up to  35%  of  its  assets  in debt
securities, bonds, convertible bonds, preferred stock and convertible  preferred
stock. The Portfolio may also invest up to 10% of its assets in securities rated
lower than Baa by Moody's or BBB by S&P if, in the opinion of the Advisor, doing
so  would further the Portfolio's  objective. Lower-rated or unrated securities,
commonly referred to as "junk bonds,"  are more likely to react to  developments
affecting  market and credit  risk than are more  highly rated securities, which
react primarily to movements in the general level of interest rates. See "Risk
Factors and Special Considerations" for a description of the risks inherent in
such securities and see  "Description of   Security  Ratings"  in  the
Statement  of  Additional  Information  for  a description of the Moody's
and S&P ratings.

    The Portfolio may invest up to 20% of its assets in foreign securities.

    LINCOLN WORLD GROWTH PORTFOLIO.   This Portfolio's fundamental objective  is
to  seek to maximize total return (capital appreciation and income) by investing
primarily in equity securities of foreign issuers located in countries that  the
Fund's Advisor or sub-advisor deems to have attractive investment opportunities.
"Total return" refers to income plus realized and unrealized appreciation of the
securities.  Under normal circumstances, the Portfolio  will invest at least 65%
of the value of its  total assets in securities of  issuers located in at  least
three  countries other  than the  United States. However,  more than  25% of the
Portfolio's total assets may be invested in the securities of issuers located in
the same country.

    The Portfolio will emphasize established  companies, although it may  invest
in  companies of varying sizes as  measured by assets, sales and capitalization.
The Portfolio  may invest  in securities  of  issuers located  in a  variety  of
different  foreign regions and countries which  includes, but is not limited to,
the following: Australia,  Austria, Belgium, Canada,  Denmark, Finland,  France,
Germany, Greece, Hong Kong, Ireland, Italy, Japan, Luxembourg, Malaysia, Mexico,
The  Netherlands,  New  Zealand,  Norway,  Portugal,  Singapore,  Spain, Sweden,
Switzerland, Thailand and The United Kingdom. The relative strength or  weakness
of  a particular country's currency or economy may dictate whether securities of
issuers located  in  such  country  will be  purchased  or  sold.  Criteria  for
determining  the appropriate distribution of investments among various countries
and regions  include  prospects  for  relative  economic  growth  among  foreign
countries,   expected  levels  of  inflation,  government  policies  influencing
business conditions, the outlook  for currency relationships,  and the range  of
investment opportunities available to international investors.

    The  Portfolio invests  in common stock  and may invest  in other securities
with  equity  characteristics,  consisting  of  trust  or  limited   partnership
interests,  preferred stock, rights and warrants.  The Portfolio may also invest
in convertible securities, consisting of debt securities or preferred stock that
may be converted into common  stock or that carry  the right to purchase  common
stock.  The Portfolio  may invest  in securities  listed on  foreign or domestic
securities exchanges and  securities traded  in foreign  and domestic  over-the-
counter  markets  and  may  invest  in  restricted  or  unlisted  securities. In
addition, the Portfolio's investments  may include American Depository  Receipts
(ADRs), American Depository Shares (ADSs) and securities of

                                       21
<PAGE>
foreign investment funds or trusts to the extent permitted under the Portfolio's
investment restrictions. See "Risk Factors and Special Considerations -- Foreign
Investments"   below.  For  a  complete   list  of  the  Portfolio's  investment
restrictions, see  "Investment  Restrictions"  in the  Statement  of  Additional
Information.

    The  Portfolio may invest up to 20% of its assets in securities of companies
located in, or  governments of,  developing countries.  For temporary  defensive
purposes,  the Portfolio may invest a major  portion of its assets in securities
of U.S. issuers. In addition, the  Portfolio may be invested in short-term  debt
instruments  to  meet anticipated  day-to-day  operating expenses  and liquidity
requirements.

    LINCOLN NEW  PACIFIC PORTFOLIO.    This Portfolio's  fundamental  investment
objective  is to  seek to maximize  long-term capital  appreciation by investing
primarily in equity securities of companies domiciled or having their  principal
business activities in countries located in the Pacific Basin.

    The  Portfolio will invest in companies of varying size, measured by assets,
sales and capitalization. The Portfolio will invest in companies in one or  more
of the following Pacific Basin countries:

<TABLE>
<S>           <C>
Australia     Pakistan
China         Philippines
Hong Kong     Singapore
India         South Korea
Indonesia     Sri Lanka
Japan         Taiwan
Malaysia      Thailand
New Zealand
</TABLE>

The  Portfolio may invest in companies located  in other countries or regions in
the Pacific Basin  as those economies  and markets become  more accessible.  The
Portfolio  will invest in other countries or  regions only after the decision to
do so is disclosed  in an amendment  to this Prospectus.  Any amendment to  this
Prospectus  containing such  a material change  will be  delivered to investors.
While the Portfolio will generally have  investments in companies located in  at
least  three different countries or regions, the Portfolio may from time to time
have investments only in one or a few countries or regions.

    The Portfolio invests  in common stock  and may invest  in other  securities
with   equity  characteristics,  consisting  of  trust  or  limited  partnership
interests, preferred stock, rights and  warrants. The Portfolio may also  invest
in convertible securities, consisting of debt securities or preferred stock that
may  be converted into common  stock or that carry  the right to purchase common
stock. The Portfolio  may invest  in securities  listed on  foreign or  domestic
securities  exchanges and  securities traded  in foreign  and domestic over-the-
counter markets and may invest in restricted or unlisted securities.

    Under normal circumstances, at least 65%  of the Portfolio's assets will  be
invested  in equity securities of foreign  issuers located in the Pacific Basin.
The Portfolio may invest in securities  of companies located in, or  governments
of,  developing countries within the Pacific  Basin. The Portfolio may invest up
to 35% of its assets in securities  of U.S. issuers. In addition, the  Portfolio
may  be invested in  short-term debt instruments  to meet anticipated day-to-day
operating expenses and liquidity requirements.

THE FIXED-INCOME PORTFOLIOS AND MONEY MARKET PORTFOLIOS

    LINCOLN  GOVERNMENT  INCOME   PORTFOLIO.     This  Portfolio's   fundamental
investment  objective is to seek to  maximize current income consistent with the
preservation of capital by investing primarily in securities issued by the  U.S.
Government,  its agencies and  instrumentalities ("U.S. Government Securities").
Under normal conditions,  at least  65% of the  value of  the Portfolio's  total
assets will be invested in U.S. Government Securities.

    Depending  upon prevailing  market conditions,  the Portfolio  may invest in
U.S. Government Securities of varying maturities,  ranging up to 40 years.  U.S.
Government  Securities  include  certain  mortgage-backed  securities,  such  as
Government National  Mortgage  Association  Certificates.  See  "Mortgage-Backed
Securities" in Appendix A. As the Portfolio invests primarily in U.S. Government
Securities, which are lower-risk

                                       22
<PAGE>
securities,  it  may not  achieve as  high a  level of  income under  all market
conditions as would  be the case  if the Portfolio  invested in higher  yielding
securities.  Up to 35%  of the Portfolio's  assets may be  invested in corporate
bonds of U.S. companies, mortgage-backed securities and asset-backed  securities
that  are rated at  least Aa by  Moody's or AA by  S&P or, if  not rated, are of
comparable quality in the Advisor's  or sub-advisor's opinion. See  "Description
of Security Ratings" in the Statement of Additional Information.

    LINCOLN CORPORATE INCOME PORTFOLIO.  This Portfolio's fundamental investment
objective  is to seek to provide a  high level of current income consistent with
preservation of  capital  by investing  primarily  in corporate  bonds  of  U.S.
companies that are rated at least Baa by Moody's or BBB by S&P or, if not rated,
are  of comparable  quality in  the opinion of  the Advisor  or sub-advisor. See
Description of Security Ratings in the Statement of Additional Information.

    Maturities of the  corporate bonds  held by  the Portfolio  are expected  to
range  from seven to forty years,  unless the Portfolio's Advisor or sub-advisor
believes that investing  in corporate  bonds with shorter  or longer  maturities
would be appropriate in light of prevailing market conditions.

    The  Portfolio may also invest  up to 35% of  its assets in preferred stock,
corporate bonds and preferred stock convertible into or that carry the right  to
acquire  common stock, corporate bonds that are not of investment grade quality,
U.S. Government Securities, various mortgage-backed securities and  asset-backed
securities,  common stock consistent  with the Portfolio's  objective, and bonds
issued by foreign  governments or  foreign corporations, provided  that no  more
than  10% of the Portfolio's assets will  be invested in bonds issued by foreign
governments or foreign  corporations and  no more  than 10%  of the  Portfolio's
assets  will be denominated in any one  foreign currency. The Portfolio will not
invest more than 20%  of its assets  in bonds that are  not of investment  grade
quality  and will not invest in bonds rated  below Caa by Moody's or CCC by S&P.
Lower-rated or unrated  securities, commonly  referred to as  "junk bonds,"  are
more  likely to react to developments affecting  market and credit risk than are
more highly rated securities, which primarily react to movements in the  general
level  of interest rates. See "Risk Factors and Special Considerations" for a
description of the risks inherent in such securities and see  "Description of
Security Ratings"  in the Statement  of Additional Information for a
description of the Moody's and S&P ratings.

    LINCOLN  TAX-FREE INCOME PORTFOLIO.  This Portfolio's fundamental investment
objective is to seek to  provide a high level of  current income that is  exempt
from  federal  income taxes  by  investing at  least 80%  of  its net  assets in
municipal securities, the interest  on which is exempt  from federal income  tax
and not treated as a preference item for individuals for purposes of the federal
alternative minimum tax.

    Under  normal circumstances, at least 65%  of the Portfolio's assets will be
invested in securities rated at  least Baa by Moody's or  BBB by S&P or, if  not
rated, are of a comparable quality in the opinion of the Advisor or sub-advisor.
Up  to 35% of  the Portfolio's assets  may be invested  in municipal obligations
rated below investment grade, but rated at least  Ba by Moody's or BB by S&P  or
having  investment characteristics  similar to those  obligations. Subsequent to
its purchase by the  Portfolio, a municipal obligation  may be assigned a  lower
rating  or cease to be rated. Such an event would not require the elimination of
the issue from the  Portfolio, but the  Advisor will consider  such an event  in
determining  whether  the  Portfolio  should  continue  to  hold  the  security.
Obligations rated  below investment  grade typically  offer higher  yields  than
higher  rated  obligations  but  involve greater  risk.  Lower-rated  or unrated
securities, commonly referred to  as "junk bonds," are  more likely to react  to
developments  affecting  market  and  credit risk  than  are  more  highly rated
securities, which primarily react to movements in the general level of  interest
rates.  See "Risk Factors and Special Considerations" for  a description of the
risks inherent in such securities and see  "Description  of  Security  Ratings"
in  the  Statement  of  Additional Information for a description of the
Moody's and S&P ratings.

    The  Portfolio will not  invest more than  25% of its  assets in obligations
within a single  industry, including  revenue bonds payable  only from  revenues
derived from facilities or revenues within a single industry. The Portfolio does
not  intend to invest more than 25% of its assets in obligations of governmental
units or issuers located in the same state, territory or possession of the  U.S.
Under  normal market conditions, it is anticipated that the Portfolio's weighted
average maturity will range from fifteen to 25 years although the Portfolio  may
shorten  its  weighted average  maturity to  as  little as  two years  if deemed
appropriate.

                                       23
<PAGE>
    The Portfolio  may invest  up to  10% of  its assets  in the  securities  of
foreign issuers.

    LINCOLN   CASHFUND  PORTFOLIO.    This  Portfolio's  fundamental  investment
objective is to seek to provide current income and preservation of principal  by
investing in high-quality money market instruments.

    The Portfolio invests in the following U.S. dollar denominated high-quality,
money  market instruments issued by U.S.  and foreign financial institutions and
non-financial  corporations  and  by  the  U.S.  government,  its  agencies  and
instrumentalities:

       1.  Negotiable  certificates  of  deposit,  time  deposits  and  bankers'
           acceptances of  U.S. and  foreign banks  and thrifts  with a  Moody's
           deposit  rating of P1 or minimum long-term ratings of Aa by Moody's
           or AA by S&P;

       2.  Commercial paper (including variable rate  demand notes) rated P1  or
           A1 by Moody's or S&P, respectively (a maximum of 5% may be held in
           P2 or A2 instruments);

       3.  Short-term corporate obligations with minimum long-term ratings of Aa
            by Moody's or AA by S&P;

       4.  U.S. Government Securities; and

       5.  Repurchase agreements collateralized by U.S. Government Securities.

    The  Portfolio  follows  industry  standard guidelines  on  the  quality and
maturity of  its investments  designed to  help maintain  a stable  $1.00  share
price.  The Portfolio does  not, however, guarantee  a $1.00 share  price, and a
significant change in interest rates or  a default on an investment could  cause
the share price to change.

   
     The Portfolio may invest in U.S.  Government  Securities  without limit and
during  normal  market  conditions  will  invest at least  25% of its  assets in
domestic bank obligations and U.S. denominated  securities of foreign banks. The
Lincoln Cashfund Portfolio is generally prevented from investing more than 5% of
its  total  assets  in the  securities  of any  one  issuer.  However,  under  a
"three-day safe harbor" exception to Rule 2a-7 of the Investment Company Act the
Portfolio  may invest more than 5% of its total  assets in the  securities  of a
single  issuer for a maximum of three  business  days,  if the  highest  quality
standards  of the  Rule are  satisfied,  and  other  conditions  are  met.  This
exception  will allow the Advisor to  efficiently  invest large  inflows of cash
into the Portfolio.
    

CERTAIN INVESTMENT GUIDELINES

    ILLIQUID  SECURITIES.   Up to  10% of  the assets  of each  Portfolio may be
invested in  securities  that  are  not  readily  marketable,  including,  where
applicable:  (1)  repurchase  agreements  with  maturities  greater  than  seven
calendar days; (2) time deposits maturing in more than seven calendar days;  (3)
certain instruments, futures contracts and options thereon for which there is no
liquid  secondary market; (4) certain  over-the-counter options, as described in
the Statement of Additional Information; (5) certain variable rate demand  notes
having  a  demand period  of more  than seven  days; and  (6) certain  Rule 144A
restricted securities (Rule 144A securities for which a dealer or  institutional
market exists will not be considered illiquid).

    RESTRICTED  SECURITIES.  The Lincoln  Growth and Income, Lincoln Enterprise,
Lincoln U.S. Growth, Lincoln World Growth and Lincoln New Pacific Portfolios may
invest in restricted securities. Restricted securities are securities with legal
or contractual restrictions on resale. Restricted securities eligible for resale
pursuant to Rule144A that have a readily available market will not be considered
illiquid for  purposes  of  the Portfolios'  investment  restriction  concerning
illiquid securities.

    OTHER  GUIDELINES.  In addition,  each Portfolio may invest  up to 5% of its
assets in the securities of issuers which have been in continuous operation  for
less  than three years.  In the case  of the Lincoln  Tax-Free Income Portfolio,
this guideline applies only  to industrial development  revenue bonds where  the
private  entity on whose credit the security  is based directly or indirectly is
less than  three years  old (including  predecessors). Each  Portfolio may  also
borrow  from  banks  for temporary  or  other  emergency purposes,  but  not for
investment purposes, in an amount up to  one-third of its total assets, and  may
pledge its assets to the

                                       24
<PAGE>
same  extent  in connection  with  such borrowings.  Whenever  these borrowings,
including reverse repurchase agreements, exceed 5% of the value of a Portfolio's
total assets, the  Portfolio will not  purchase any securities.  Except for  the
limitations  on borrowing, the investment guidelines set forth in this paragraph
may be changed at any time without  shareholder consent by vote of the Board  of
Directors. A complete list of investment restrictions that identifies additional
restrictions  that cannot be  changed without the  approval of a  majority of an
affected Portfolio's  outstanding  shares  (as  well  as  other  non-fundamental
restrictions) is contained in the Statement of Additional Information.

RISK FACTORS AND SPECIAL CONSIDERATIONS

    FIXED-INCOME  SECURITIES.  The market value of fixed-income obligations held
by the  Portfolios and,  consequently, the  net  asset value  per share  of  the
Portfolios  investing  in  fixed-income  securities  can  be  expected  to  vary
inversely to  changes  in  prevailing  interest  rates.  Investors  should  also
recognize  that,  in periods  of  declining interest  rates,  the yields  of the
Fixed-Income Portfolios will tend to  be somewhat higher than prevailing  market
rates  and, in  periods of rising  interest rates,  the Fixed-Income Portfolio's
yields will tend to  be somewhat lower. Also,  when interest rates are  falling,
the  inflow of net new money to a Fixed-Income Portfolio will likely be invested
in instruments  producing  lower  yields  than the  balance  of  assets  in  the
Portfolio, thereby reducing current yields. In periods of rising interest rates,
the  opposite can  be expected to  occur. In addition,  obligations purchased by
certain of the Fixed-Income Portfolios that are  rated in the lowest of the  top
four  ratings (Baa by Moody's or BBB  by S&P) are considered to have speculative
characteristics and changes  in economic conditions  or other circumstances  are
more  likely  to lead  to a  weakened  capacity to  make principal  and interest
payments than  is  the  case  with higher  grade  securities.  See  "Lower-Rated
Securities" herein.

    FOREIGN INVESTMENTS.  The Lincoln World Growth Portfolio and the Lincoln New
Pacific  Portfolio  may  invest  substantially  all of their  assets in  foreign
investments.  Certain of the Portfolios may invest the following  percentages of
their  assets in foreign  securities:  the Lincoln  Growth and Income  Portfolio
(15%), the Lincoln Enterprise Portfolio (15%), the Lincoln U.S. Growth Portfolio
(20%),  the Lincoln  Corporate  Income  Portfolio (10%) and the Lincoln Tax-Free
Income Portfolio (10%). There are certain risks involved in investing in foreign
securities,  including  those resulting from  fluctuations in currency  exchange
rates, devaluation of currencies,  future political or economic developments and
the  possible  imposition  of  currency  exchange  blockages  or  other  foreign
governmental laws or restrictions,  reduced  availability of public  information
concerning  issuers,  and the fact  that  foreign  companies  are not  generally
subject to uniform accounting,  auditing and financial reporting standards or to
other regulatory  practices and  requirements  comparable to those applicable to
domestic  companies.  Although the  Portfolios'  Advisor or  sub-advisors do not
intend to expose the Portfolios to such risks,  with respect to certain  foreign
countries,   there  is  the  possibility  of   expropriation,   nationalization,
confiscatory  taxation and  limitations  on the use or removal of funds or other
assets of the  Portfolios,  including the  withholding  of  dividends.  When the
Portfolios'  Advisor or sub-advisor  believes that currency in which a portfolio
security or securities is  denominated  may suffer a decline  against the United
States  dollar,  it may hedge such risk by entering  into a forward  contract to
sell an amount of foreign currency approximating the value of some or all of the
Portfolios' portfolio securities denominated in such foreign currency.

    Because  foreign securities generally  are denominated and  pay dividends or
interest  in  foreign  currencies,  and  the  Portfolios  hold  various  foreign
currencies  from time to time, the value of  the net assets of the Portfolios as
measured in United States dollars will  be affected favorably or unfavorably  by
changes  in exchange  rates. Generally,  currency exchange  transactions will be
conducted on  a spot  (i.e., cash)  basis at  the spot  rate prevailing  in  the
currency  exchange  market.  The  cost of  currency  exchange  transactions will
generally be the difference between the bid and offer spot rate of the  currency
being purchased or sold. In order to protect against uncertainty in the level of
future  foreign currency exchange rates, the  Portfolios are authorized to enter
into certain foreign transactions. Investors should be aware that exchange  rate
movements  can  be significant  and can  endure  for long  periods of  time. The
Investment Advisor and sub-advisors of the Portfolios attempt to manage exchange
rate risk through active currency management.

                                       25
<PAGE>
    In addition,  while the  volume of  transactions effected  on foreign  stock
exchanges  has increased in  recent years, in most  cases it remains appreciably
below that of the New York Stock Exchange. Accordingly, the Portfolios'  foreign
investments  may  be less  liquid and  their  prices may  be more  volatile than
comparable investments in securities of  United States companies. Moreover,  the
settlement periods for foreign securities, which are often longer than those for
securities  of United States issuers, may  affect portfolio liquidity. In buying
and selling securities on foreign  exchanges, the Portfolios normally pay  fixed
commissions that are generally higher than the negotiated commissions charged in
the United States. In addition, there is generally less governmental supervision
and regulation of securities exchanges, brokers and issuers in foreign countries
than in the United States.

    The Lincoln World Growth Portfolio and the Lincoln New Pacific Portfolio may
purchase  foreign  equity and  debt securities  that are  listed on  a principal
foreign securities exchange or over-the-counter market, represented by  American
Depository  Receipts (ADRs) or American Depository  Shares (ADSs). An ADR or ADS
facility may  be  either  a  "sponsored"  or  "unsponsored"  arrangement.  In  a
sponsored arrangement, the foreign issuer establishes the facility, pays some or
all   the  depository's  fees,   and  usually  agrees   to  provide  shareholder
communications. In  an  unsponsored  arrangement,  the  foreign  issuer  is  not
involved  and the ADR or ADS holders  pay the fees of the depository. Depository
banks arrange unsponsored ADR and  ADS facilities, either upon their  initiative
or at the urging of large shareholders of or dealers in the foreign securities.

    Unsponsored  ADRs  or  ADSs may  involve  more  risk to  the  Portfolio than
sponsored ADRs or ADSs  due to the additional  costs involved to the  Portfolio,
the  relative illiquidity of the  issue in U.S. markets,  and the possibility of
higher trading costs in the over the counter market as opposed to exchange-based
trading. The  Portfolio  will take  these  and other  risk  considerations  into
account before making an investment in an unsponsored ADR or ADS.

    Investments  in foreign  securities offer  potential benefits  not available
from investments in securities  of domestic issuers.  Such benefits include  the
opportunity  to invest in securities that  appear to offer greater potential for
long-term capital appreciation than investments  in domestic securities, and  to
reduce  fluctuations in  portfolio value  by taking  advantage of  foreign stock
markets that do not move in a manner parallel to U.S. markets.

    LOWER-RATED  SECURITIES.  The following  Portfolios may invest the following
percentages  of their total  assets in debt  securities  rated lower than Baa by
Moody's or BBB by S&P:  Lincoln Growth & Income  Portfolio  (15%),  Lincoln U.S.
Growth  Portfolio (10%),  Lincoln  Corporate Income Portfolio (35%), and Lincoln
Tax-Free Income  Portfolio  (35%).  Prices for securities rated below investment
grade may be affected by  legislative  and regulatory  developments.  Securities
rated Ba/BB or lower are commonly referred to as "junk bonds".  See "Description
of Security Ratings" in the Statement of Additional Information.  As of February
1, 1996, the Lincoln  Corporate  Income Portfolio held 9.35% of its total assets
in securities  rated BBB-,  1.89% of its total assets in securities rated BB and
1.37% of its total assets in securities  rated BB-. All such ratings were at the
time of investment in such security.
   
    Securities  rated  below  investment  grade as  well  as  unrated securities
usually entail greater risk (including the possibility of default or  bankruptcy
of  the issuers),  and generally  involve greater  price volatility  and risk of
principal and income, and  may be less liquid,  than securities in higher  rated
categories.  Both price volatility and illiquidity may make it difficult for the
Portfolio to  value certain  of  these securities  at  certain times  and  these
securities  may be difficult to sell under certain market conditions. Prices for
securities rated  below investment  grade  may be  affected by  legislative  and
regulatory developments.
    
    BORROWING.    Each  of the  Portfolios  may  borrow money  for  temporary or
emergency purposes in  amounts not in  excess of one-third  of each  Portfolio's
total assets. If a Fund borrows money, its share price may be subject to greater
fluctuation   until  the  borrowing  is  repaid.  If  a  Fund  makes  additional
investments while borrowings are outstanding, this may be construed as a form of
leverage. None of the Portfolios, except for the Lincoln Enterprise and  Lincoln
U.S.  Growth Portfolios, will purchase additional securities when money borrowed
exceeds 5% of the Portfolio's total assets.

    SECURITIES LENDING.  Each Portfolio may  lend securities with a value of  up
to  one-third  of its  total assets  to  broker-dealers, institutions  and other
persons as  a  means  of earning  additional  income.  Any such  loan  shall  be
continuously  secured by collateral at  least equal to 100%  of the value of the
security being loaned. If

                                       26
<PAGE>
the  collateral  is cash,  it may be invested  in  short-term  securities,  U.S.
Government  obligations or certificates  of deposit.  Each Portfolio will retain
the  evidence of  ownership  of any loaned  securities  and will  continue to be
entitled  to the  interest or  dividends  payable on the loaned  securities.  In
addition,  the  Portfolio  will receive  interest on the loan.  The loan will be
terminable  by the  Portfolio at any time and will not be made to  affiliates of
the Portfolio, the Advisor or the respective sub-advisor.  The Portfolio may pay
reasonable finder's fees to persons  unaffiliated with it in connection with the
arrangement of loans.

    If the other party to a securities loan becomes bankrupt, a Portfolio  could
experience  delays  in recovering  its securities.  To the  extent that,  in the
meantime, the value of securities loans has increased, the Fund could experience
a loss.
     TEMPORARY DEFENSIVE POSITION.   For temporary defensive  purposes when  the
Advisor or sub-advisor determines that market conditions warrant, each Portfolio
may invest up to 100% of its assets in money market instruments. To the extent a
Portfolio  is engaged in a temporary  defensive position, the Portfolio will not
be pursuing its investment objective. Each Portfolio may also hold a portion  of
its assets in cash for liquidity purposes.
   
    PORTFOLIO TURNOVER.  The portfolio turnover rates for the Portfolios for the
fiscal year ending  October 31, 1995 were as follows:  49%  (Lincoln  Growth and
Income Portfolio), 106% (Lincoln Enterprise Portfolio), 58% (Lincoln U.S. Growth
Portfolio),  9% (Lincoln  World  Growth  Portfolio),  163%  (Lincoln New Pacific
Portfolio),  227% (Lincoln Government Income Portfolio), 119% (Lincoln Corporate
Income Portfolio) and 3% (Lincoln Tax-Free Income  Portfolio).  High turnover in
any Portfolio could result in additional brokerage commissions to be paid by the
Portfolio.   In  addition,   high  portfolio  turnover  may  also  mean  that  a
proportionately greater amount of distributions to shareholders will be taxed as
ordinary  income  rather than  long-term  capital  gains  compared to investment
companies with lower  portfolio  turnover.  See  "Dividends,  Distributions  and
Taxes."
                                    MANAGEMENT
    
    The  Fund's Board of Directors has  overall responsibility for the operation
of the Fund. Pursuant  to such responsibility the  Board contracts with  various
financial  organizations to  provide, among other  things, day-to-day management
services for the Portfolios.

INVESTMENT ADVISOR

   
    Lincoln  Investment  Management,  Inc.  ("LIM")  (formerly  known as Lincoln
National  Investment  Management  Company), the  Advisor to the  Portfolios,  is
headquartered  at 200 East Berry  Street,  Fort Wayne,  Indiana  46802.  LIM was
incorporated  in Illinois on June 27, 1930, and is a wholly-owned  subsidiary of
Lincoln  National  Corporation.  Lincoln National  Corporation,  whose principal
office  is  at  200  East  Berry  Street,  Fort  Wayne,   Indiana  46802,  is  a
publicly-held  holding  company  organized  under  Indiana  law  which,  through
subsidiaries,  provides,  on a national  basis,  life  insurance and  annuities,
property-casualty insurance, investment products and related services.

    LIM is  registered  with  the  SEC as an  investment  advisor  and  acts  as
investment advisor to several registered investment companies in addition to the
Fund. LIM also provides investment services to Lincoln National  Corporation and
its principal  subsidiaries and acts as investment advisor to other clients.  As
of December 31, 1995, LIM had total assets under management of $38.0 billion.

    INVESTMENT ADVISORY AGREEMENT.  The Investment  Advisory  Agreements,  dated
October 25, 1993,  under which LIM serves as  Investment  Advisor to each of the
Portfolios,  were  initially  approved  by the Board of  Directors  of the Fund,
including a majority of the Directors  who are not parties to the  Agreements or
"interested  persons" of any such  parties  (the  "Independent  Directors"),  on
October 1, 1993.
    

                                       27
<PAGE>
   
    For the fiscal year ended  October 31, 1995 and for the period ended October
31, 1994,  LIM received  gross fees before  reimbursement  in an amount and at a
rate based upon each Portfolio's  average daily net assets,  under the following
schedule:
<TABLE>
<CAPTION>
                                                                       Percentage of Average
                                                                       ---------------------
                                                                     Average Daily Net Assets               Amount of Fee
                                                                     ------------------------               -------------
                                                                   Period Ended      Year Ended      Period Ended      Year Ended
Fund                                                             October 31, 1994 October 31, 1995 October 31, 1994 October 31, 1995
- ----                                                            ---------------- ---------------- ---------------- ----------------
<S>                                                                 <C>               <C>             <C>              <C>     
Lincoln Growth and Income Portfolio.................................  .80%             .80%           $ 84,525         $139,813
Lincoln Enterprise Portfolio........................................  .80%             .80%             75,244          116,353
Lincoln U.S. Growth Portfolio.......................................  .70%             .70%             68,168          105,965
Lincoln World Growth Portfolio...................................... 1.10%            1.10%            111,392          142,529
Lincoln New Pacific Portfolio....................................... 1.10%            1.10%            108,975          119,820
Lincoln Government Income Portfolio.................................  .30%             .30%             27,383           33,749
Lincoln Corporate Income Portfolio..................................  .30%             .30%             28,095           40,247
Lincoln Tax-Free Income Portfolio...................................  .30%             .30%             26,794           31,052
Lincoln Cashfund Portfolio..........................................  .25%             .25%             23,370           27,946
</TABLE>
    

    The advisory fees  for the  Lincoln Growth and  Income, Lincoln  Enterprise,
Lincoln  World Growth and  Lincoln New Pacific Portfolios  are higher than those
paid by most mutual funds.

    Under the  Investment  Advisory Agreements,  LIM  is responsible  for  the
investment  and reinvestment of each Portfolio's  assets, subject to the general
supervision of the Fund's Board. LIM performs and bears the costs of research,
statistical analysis and  continuous supervision of  the Portfolios'  investment
portfolios.  LIM  also  furnishes the  Portfolios  with office  space  and all
ordinary and necessary office facilities,  equipment and personnel for  managing
the  affairs  of the  Portfolios. In  addition,  LIM bears  the cost  of fees,
salaries or other remuneration of all of  the officers and any employees of  the
Fund.  LIM uses a team of portfolio  managers to provide the advisory services
under the Investment Advisory Agreement.

    Securities regulations of various states  in which the Portfolios intend  to
have  shareholders may  provide that,  if expenses borne  by a  Portfolio in any
fiscal year exceed certain  limitations, LIM must reimburse  the Fund for  any
such  excess at  least annually  and prior to  publication of  the Fund's annual
report.

    The percentage limitation includes the  advisory fee but excludes  interest,
taxes,  a portion of a Portfolio's service  and distribution fee, a portion of a
Portfolio's custody  fee  attributable  to investments  in  foreign  securities,
brokerage  fees  and,  where permitted,  extraordinary  expenses.  These expense
limitations may be  raised or  lowered from time  to time.  Under present  state
regulations, the most restrictive limitation of state securities commissions is:
2  1/2% of the first $30,000,000 of average net assets of a Portfolio, 2% of the
next $70,000,000 of  average net  assets and  1 1/2%  of average  net assets  in
excess of $100,000,000 during the applicable year. During any year LIM will be
bound  by the  most stringent  applicable requirements of  any state  in which a
Portfolio has registered its shares for sale.

    The Investment  Advisory  Agreements will continue in effect for a period of
two  years  from  the  date of  their  execution,  and  will  continue  annually
thereafter if approved by a vote of a majority of the Independent Directors,  at
a meeting  called for the  purpose of voting on such  approval.  The  Investment
Advisory  Agreements  may be  terminated  without  penalty at any time (1) on 60
days'  written  notice,  by vote of a majority of the Board of  Directors of the
Fund,  (2) on 60 days'  written  notice,  by vote a majority of the  outstanding
voting  securities of the Portfolios,  or (3) on 60 days' written notice by LIM.
The  Investment  Advisory  Agreements  terminate  automatically  in the event of
"assignment".   The  terms   "assignment",   "majority  of  outstanding   voting
securities"  and  "interested  person" are as defined in the Investment  Company
Act.

INVESTMENT SUB-ADVISORS

    Pursuant   to  a  sub-advisory  agreement   with  LIM  (the  "Sub-Advisory
Agreement" or, collectively,  the "Sub-Advisory  Agreements"), each  Portfolio's
sub-advisor participates in the management of its respective Portfolio's assets,
is  responsible for the day-to-day investment management of the Portfolio, makes
investment decisions  for  the  Portfolio in  accordance  with  the  Portfolio's
investment  objective and places orders on behalf of the Portfolio to effect the
investment decisions  made.  LIM  continues to  have  responsibility  for  all
investment advisory services in connection with the management of the Portfolios
pursuant to the

                                       28
<PAGE>
Investment  Advisory Agreement  and supervises the  sub-advisors' performance of
such services. Each  of the sub-advisors  uses a team  of portfolio managers  to
provide the advisory services pursuant to the Sub-Advisory Agreements.

    The  sub-advisors  receive  subadvisory  fees  from  the  Advisor  for their
services calculated  in  accordance  with  the schedule  set  forth  below.  The
Portfolios do not pay any fees to the sub-advisors.

<TABLE>
<CAPTION>
                PORTFOLIO                                         SUB-ADVISOR                        ANNUAL FEE
- ------------------------------------------        -------------------------------------------      ---------------
<S>                                               <C>                                                   <C>
Lincoln Growth and Income Portfolio               Beutel, Goodman Capital Management                    .50%
Lincoln Enterprise Portfolio                      Lynch & Mayer, Inc                                    .50%
Lincoln U.S. Growth Portfolio                     Provident Investment Counsel                          .40%
Lincoln World Growth Portfolio                    Walter Scott & Partners Limited                       .80%
Lincoln New Pacific Portfolio                     John Govett & Company Limited                         .80%
</TABLE>

    The  following  registered  investment  advisors  act  as  sub-advisors (the
"Sub-Advisors" or individually the "Sub-Advisor")  to LIM with respect to  the
management of the assets of the Portfolios as indicated below.

   
    Beutel,  Goodman Capital Management,  Sub-Advisor to LIM with respect to the
management of the assets of the Lincoln  Growth and Income  Portfolio,  5847 San
Felipe, Suite 4500, Houston, Texas 77057, provides advice on pension investments
to a number of institutional firms as well as to high net worth individuals; and
had $1.2 billion in assets under management as of December 31, 1995.

    Lynch & Mayer, Inc., Sub-Advisor to LIM with respect to management of  the
assets  of the Lincoln  Enterprise Portfolio, 520 Madison  Avenue, New York, New
York  10022,  provides   investment  advice  to   pension  funds,   foundations,
endowments,  trusts and high  net worth individuals and  families and had assets
under management, as of December 31, 1995, in excess of $6.6 billion.

    Provident Investment  Counsel, a  wholly owned  subsidiary of  United  Asset
Management  Corporation, Sub-Advisor  to  LIM with respect to management of
the assets of the  Lincoln U.S. Growth Portfolio,  300 North  Lake Avenue,
Penthouse Suite, Pasadena,  California 91101-4106, provides investment advice
to pension funds, foundations, endowments and mutual funds and had assets
under management, as of December 31, 1995, of $17.3 billion.

    Walter Scott  &  Partners Limited,  Sub-Advisor  to LIM  with  respect  to
management  of the assets of the Lincoln World Growth Portfolio, Millburn Tower,
Gogar, Edinburgh, Scotland EH12 9BS, provides investment advice to pension funds
and foundations and  had assets under  management, as of  December 31, 1995,  in
excess of $2.0 billion.

    John  Govett  &  Company  Limited,  Sub-Advisor  to  LIM  with  respect to
management of the assets of the Lincoln New Pacific Portfolio, Shackleton House,
4 Battlebridge  Lane, London,  England SE1  2HR, provides  investment advice  to
investment  trusts, investment companies, mutual funds and pension funds and had
assets under management, as of December 31, 1995, of $5.1 billion.
    

    While LIM acts  as investment  advisor for all  of the  Portfolios, it  is
solely  responsible  for the  investment  management of  the  Lincoln Government
Income Portfolio, Lincoln  Corporate Income Portfolio,  Lincoln Tax-Free  Income
Portfolio and Lincoln Cashfund Portfolio.

DISTRIBUTOR

   
    Delaware Distributors,  L.P. ("Delaware  Distributors" or the "Distributor")
is located at 1818 Market  Street,  Philadelphia,  PA  19103-3682  and serves as
distributor  of the Fund shares.  Prior to February  25, 1995,  LNC Equity Sales
Corporation,  another LIM affiliate,  served as the Fund's distributor. Delaware
Distributors  is  an  indirect  wholly  owned  subsidiary  of  Lincoln  National
Corporation  and an affiliate of LIM.  Delaware  Distributors  is paid an annual
service  fee  with  respect  to  Class  A,  Class B and  Class C  shares  of the
Portfolios  at the rate of 0.25% of the value of the average daily net assets of
the respective  class of each Portfolio.  Delaware  Distributors is also paid an
annual  distribution  fee by Class A,  Class B and Class C shares at the rate of
0.10%, 0.75% and 0.75%,  respectively,  of the value of average daily net assets
attributable  to those classes of shares.  The fees are  authorized  pursuant to
separate service and distribution plans for each of the Class
    


                                       29
<PAGE>
A, Class B and Class C shares (the "Plans")  adopted by the Portfolios  pursuant
to Rule  12b-1  under  the  Investment  Company  Act and  are  used by  Delaware
Distributors to pay its financial  advisors for servicing  shareholder  accounts
and also to cover  expenses  primarily  intended  to result in the sale of those
shares  of  the  Portfolios.  These  expenses  include  costs  of  printing  and
distributing the Portfolios' Prospectus, Statement of Additional Information and
sales literature to prospective  investors;  an allocation of overhead and other
branch  office  distribution-related  expenses;  payments  to  and  expenses  of
registered  representatives  and other persons who provide  support  services in
connection with the distribution of the shares; and accruals for interest on the
amount of the foregoing expenses that exceed  distribution fees and, in the case
of  Class  B  shares,   the  CDSC  received  by  the   Distributor.   Registered
representatives  may receive  different  levels of compensation  for selling one
class of shares over another.

    Payments  under the Plans  are not tied exclusively  to the distribution and
shareholder services expenses  actually incurred,  and the  payments may  exceed
distribution  expenses  actually incurred.  The Fund's  Board of  Directors will
evaluate the appropriateness of the Plan  and its payment terms on a  continuing
basis  and in doing  so will consider all  relevant factors, including expenses,
the amounts received under the Plans and the proceeds of the CDSC.

    The National  Association of Securities  Dealers,  Inc.  ("NASD") limits the
annual  expenditures  which  each  Portfolio  may  incur  under  each Plan to 1%
annually of which 0.75% may be used to pay such distribution  expenses and 0.25%
may be used to pay  shareholder  service  fees.  The NASD rule also  limits  the
aggregate  amount which the  Portfolios may pay for such  distribution  costs to
6.25% of gross share sales from  inception  of each Plan,  plus  interest at the
prime  rate  plus 1% on unpaid  amounts  thereof  (less  any  CDSCs  paid by the
shareholders to the Distributor). The Portfolios will be operated accordingly.

CUSTODIAN AND ADMINISTRATOR

    Investors  Bank & Trust  Company ("Investors Bank")  serves as Custodian and
Administrator for each of the Portfolios  and, in that capacity, has custody  of
the  Portfolios' securities and maintains certain financial and accounting books
and records pursuant to an  agreement with the Fund.  Its mailing address is  89
South Street, Boston, MA 02111. Investors Bank is not involved in the investment
decisions made with respect to the Portfolios.

                      EXECUTION OF PORTFOLIO TRANSACTIONS

    Orders for the Portfolios' securities transactions are placed by the Advisor
or  respective sub-advisor.  The Advisor and  Sub-Advisors strive  to obtain the
best available prices in their  portfolio transactions, taking into account  the
costs  and promptness of  executions. Subject to the  requirement of seeking the
best available  prices and  execution,  the Advisor  or  a Sub-Advisor  may,  in
circumstances  in which two  or more broker-dealers  are in a  position to offer
comparable prices and  execution, give  preference to  broker-dealers that  have
provided  investment research,  statistical, and  other related  services to the
Advisor or  Sub-Advisor  for the  benefit  of  the Portfolios  and/or  of  other
Portfolios served by the Advisor or Sub-Advisor.

    An affiliate of the Advisor, such as Lynch & Mayer, Inc. may act as a broker
or futures commission merchant for the Fund, provided that the commissions, fees
or other  remuneration  it receives are fair and  reasonable.  See "Execution of
Portfolio Transactions" in the Statement of Additional Information.

                                NET ASSET VALUE

    Each  Portfolio's net asset value per share is determined by subtracting its
liabilities from  the value  of its  assets and  dividing the  remainder by  the
number  of outstanding shares. Net asset value is calculated separately for each
class of shares for each Portfolio at 4:00 P.M., Eastern time.

    Each Portfolio will compute its net asset value once daily on the days  that
the  New York Stock Exchange is open for trading. The New York Stock Exchange is
closed on the following holidays: New Year's Day, Presidents' Day, Good  Friday,
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

                                       30
<PAGE>
    With  the exception of the  Lincoln Cashfund Portfolio, Portfolio securities
are valued based upon  market quotations or, if  not readily available, at  fair
value  as determined  in good faith  under procedures established  by the Fund's
Board of  Directors.  See "Net  Asset  Value"  in the  Statement  of  Additional
Information.

    The  Lincoln  Cashfund  Portfolio  determines  the  value  of  its portfolio
securities by  the  amortized  cost  method.  The  method  involves  valuing  an
instrument  at cost and thereafter assuming  a constant amortization to maturity
of any discount  or premium  regardless of  the impact  of fluctuating  interest
rates  on  the  market  value  of the  instrument.  While  this  method provides
certainty in  valuation,  it  may  result in  periods  during  which  value,  as
determined  by amortized cost, is  higher or lower than  the price the Portfolio
would receive if it sold the instrument.  During these periods, the yield to  an
existing  shareholder may differ somewhat from that which could be obtained from
a similar Portfolio which marks its portfolio securities to market each day.

    The Board of Directors has established procedures designed to stabilize,  to
the  extent reasonably  possible, the  net asset  value of  the Lincoln Cashfund
Portfolio at $1.00 per share. The Lincoln Cashfund Portfolio seeks to maintain a
value of $1.00 per share at all times. To achieve this, the Portfolio  purchases
only  securities  with remaining  maturities of  less  than thirteen  months and
limits the dollar-weighted average  maturity to 90 days  or less. The  Portfolio
cannot guarantee a $1.00 share price, but the Portfolio's maturity standards and
investments  solely in high-quality  money market instruments  help minimize any
price decreases or increases that might result from rising or declining interest
rates. See "Net Asset Value" in the Statement of Additional Information.

    Although the legal rights of  Class A, Class B, Class  C and Class D  shares
are  substantially identical,  the different expenses  borne by  each class will
result in different net asset values and dividends. The net asset value of Class
B and Class C  shares will generally be  lower than Class A  shares and the  net
asset  value of Class A, Class B and Class C shares will generally be lower than
Class D  shares as  a result  of the  respective service  and distribution  fees
charged.  It is expected, however, that the net asset value per share of each of
the classes will tend to converge  immediately after the recording of  dividends
since  the dividends will differ by approximately the amount of the distribution
expense accrual differential between the classes.

                             HOW TO PURCHASE SHARES

    An investor  may purchase  shares  of the  Portfolios through  a  registered
broker-dealer  that has an agreement with the Fund, the Distributor, or directly
from the  Fund  through its  shareholder  services agent.  The  minimum  initial
investment  in each  Portfolio, except  for the  Lincoln Cashfund  Portfolio, is
$500, or $250 for  a spousal IRA  or $25 for  investments through the  Automatic
Investment  Plan. The minimum  subsequent investment is  $50 unless made through
the Automatic Investment Plan, in  which case the minimum subsequent  investment
is $25. Investors in Class D shares must meet higher minimums and other purchase
requirements.  The minimum initial investment for the Lincoln Cashfund Portfolio
is $100. See the Statement of Additional Information.

    All minimum investment requirements may be waived for certain retirement and
employee savings plans  or custodial accounts  where the value  of all  accounts
under  the plan exceeds the  minimum. Dividend reinvestments into  the same or a
different Portfolio are not subject to the minimum investment requirements.

    The purchase price  is the  next determined net  asset value,  plus a  sales
charge  which may be imposed at the time  of purchase or on a deferred basis, at
the option of the purchaser, or, in the case of Class C shares, without a  sales
charge  after the  first year  but subject  to an  annual distribution  fee. See
"Alternative Purchase Plan" below. See also "Net Asset Value."

SHARE CERTIFICATES

    Shares for  an  initial  investment,  as  well  as  subsequent  investments,
including  the  reinvestment of  dividends and  capital gain  distributions, are
generally credited to an account in the name of an investor on the books of  the
Class  of the Portfolio purchased, without  the issuance of a share certificate.
Maintaining shares in uncertificated form minimizes the risk of loss or theft of
a share certificate. A lost, stolen or

                                       31
<PAGE>
destroyed  certificate  cannot  be  replaced  without  obtaining  a   sufficient
indemnity  bond.  The cost  of  such a  bond, which  is  generally borne  by the
shareholder, can be 2%  or more of  the value of the  lost, stolen or  destroyed
certificate.  A  certificate  will be  issued  if  requested in  writing  by the
shareholder or by his or her broker.

PURCHASE BY CHECK

    Investors may  also open  an account  and purchase  shares directly  through
Shareholder  Services by completing and signing the application form included at
the back of this  Prospectus. Investors should  forward to Shareholder  Services
the  completed application  form, indicating the  Portfolio and  class of shares
together with a check to cover the purchase, in accordance with the instructions
provided on the application form.

PURCHASE BY WIRE

   
    For an initial  purchase of shares of the  Portfolios by wire,  the investor
must first telephone  Delaware Service  Company,  Inc.  ("Delaware  Service") at
1-800-923-8476.  The following  information  will be requested:  the  investor's
name, address, tax identification  number,  Portfolio election,  class of shares
election,  dividend distribution  election,  amount being wired and wiring bank.
Instructions  should  then be given by the  investor to the  investor's  bank to
transfer  funds  by  wire  to  CoreStates  Bank,  N.A.,  Philadelphia,  PA,  ABA
#031000011,  Account  #1409852924,  specifying  on the wire the  account  number
assigned  by  Delaware  Service  and the  investor's  name and  identifying  the
Portfolio and the sales charge alternative (Class A, Class B or Class C shares).
For investments in the Lincoln Cashfund  Portfolio,  no sales charge alternative
need be specified.

    In making a subsequent purchase order by wire, the investor should wire Core
States  Bank,  N.A.  directly  and  should be sure that the wire  specifies  the
Portfolio,  Class  A,  Class  B,  Class C or  Class  D  shares  (in the  case of
Portfolios  other than the Lincoln  Cashfund  Portfolio) and the investor's name
and individual  account number.  It is not necessary to call Delaware Service to
make subsequent purchase orders utilizing federal funds.
    

    All orders received  before 4:00 P.M.  Eastern time on any Business Day will
be  executed at net asset value plus sales  charge for the  applicable  class of
shares  determined  that day. A Business Day is any day Monday through Friday on
which the New York Stock  Exchange is open for business.  The  broker-dealer  is
responsible  for  forwarding  purchase  orders to Delaware  Service prior to the
daily deadline.

ALTERNATIVE PURCHASE PLAN

    EQUITY AND FIXED-INCOME PORTFOLIOS.  The Fund offers three classes of shares
to the individual investor in the Equity Portfolios and Fixed-Income  Portfolios
which allow the investor to choose the most  beneficial  sales charge  structure
for the investor's  circumstances.  The factors to consider in selecting a sales
charge  structure  are the  amount of the  purchase  and the  length of time the
investor  expects  to hold the  shares  and other  relevant  circumstances.  The
investor may purchase shares at the next determined net asset value plus, at the
investor's  election,  a sales charge which may be imposed either at the time of
purchase  (the Class A shares or the initial sales charge  alternative)  or on a
deferred basis (the Class B shares or the deferred sales charge alternative), or
without a sales  charge  but  subject to an annual  distribution  fee and a 1.0%
redemption  fee  during  the first  year (the  Class C shares or the level  load
alternative).  A fourth class is available to certain  institutional  investors.
The  Fund  has  received  exemptive  relief  from the  Securities  and  Exchange
Commission to permit the issuance of multiple classes of stock.

    Class A shares are subject to an initial  sales charge of up to 5.5% of  the
offering  price on  shares of the  Equity Portfolios  and 4.5% on  shares of the
Fixed-Income Portfolios and an annual distribution fee which is currently  being
charged  at a rate  of up to  .35% of the  average daily net  asset value of the
Class A shares. Certain purchasers of Class A shares may qualify for a reduction
or waiver of  initial sales charges.  See "Initial Sales  Charge Alternative  --
Class A Shares" and "Reduction and/or Waiver of Initial Sales Charges" below.

                                      32
<PAGE>
    Class  B shares do not incur a sales  charge when they are purchased but are
subject to a contingent deferred sales  charge ("CDSC") (declining from 5.0%  to
zero  of the lesser  of the amount  invested or the  redemption proceeds), which
will be imposed on certain redemptions made within six years of purchase.  There
are  annual service and distribution fees of up to 1.0% of the average daily net
asset value of the  Class B shares.  Certain redemptions of  Class B shares  may
qualify  for waiver or reduction of the CDSC.  See "How to Sell Shares -- Waiver
of Contingent Deferred Sales Charge."

    Class C shares are not subject to an initial sales charge but are subject to
a 1.0% CDSC if redeemed  in the first year  and annual service and  distribution
fees of 1.0% of the average daily net asset value of the Class C shares.

   
    Class D shares are not subject to an initial sales charge,  a CDSC or annual
service and distribution fees. The mimimum initial investment for Class D shares
is $2 million.  Class D shares are available only to retirement plans introduced
by persons not associated with brokers or dealers that are primarily  engaged in
the retail securities business (and rollover individual retirement accounts from
such plans), as well as insurance companies (including both general and separate
accounts), affiliates of insurance companies and investment companies registered
under the Investment Company Act.
    

    The four classes of  shares represent an interest  in the same portfolio  of
investments  for each Portfolio and have the same rights, except that each class
bears the separate expenses of its Rule 12b-1 distribution and service plan  and
has  exclusive voting rights  with respect to  such plan. The  four classes also
have separate exchange privileges. See "How  to Exchange Shares" below. The  net
income  attributable to each  class and the  dividends payable on  the shares of
each class will be reduced by the amount of the service and distribution fee  of
each  class. Class B and Class C shares bear the expense of a higher service and
distribution fee which  will cause  the Class  B and Class  C shares  to have  a
higher expense ratio and pay lower dividends than the Class A shares.

    CONVERSION FEATURE.  At the end of the period ending six years after the end
of  the calendar month  in which the shareholder's  purchase order was accepted,
Class B shares will automatically convert into Class A shares and will no longer
incur a higher  service and  distribution fee. Such  conversion will  be on  the
basis  of  the  relative  net  asset values  of  the  two  classes,  without the
imposition of any sales load, fee or other charge. The purpose of the conversion
feature is to reduce  the service and  distribution fee paid  by holders of  the
Class  B shares that  have been outstanding  long enough for  the Distributor to
have been compensated  for distribution expenses  incurred in the  sale of  such
shares.

    For  purposes of conversion to Class A, Class B shares purchased through the
reinvestment of dividends and distributions paid in respect of Class B shares in
a shareholder's account will be considered to be held in a separate sub-account.
Each time any Class B shares in  the shareholder's account (other than those  in
the  sub-account) convert to Class  A, an equal pro-rata  portion of the Class B
shares in the sub-account will also convert to Class A.

    The conversion  of Class  B  shares to  Class A  shares  is subject  to  the
continuing  availability of  an opinion  of counsel to  the effect  that (i) the
assessment of the higher service and distribution fee and transfer agency  costs
with  respect to Class B shares does  not result in the Portfolio's dividends or
distributions constituting "preferential dividends"  under the Internal  Revenue
Code,  and (ii)  the conversion  of Class B  shares to  Class A  shares does not
constitute a taxable event under federal income tax law. The conversion of Class
B shares to  Class A shares  may be suspended  if such an  opinion is no  longer
available  at the time  such conversion is  to occur. In  that event, no further
conversions of  Class B  shares would  occur, and  shares might  continue to  be
subject  to the  higher service  and distribution  fee for  an indefinite period
which may  extend beyond  the  period ending  six years  after  the end  of  the
calendar month in which the shareholder's purchase order was accepted.

    The   following  illustrations  are  provided  to  assist  the  investor  in
determining which  method  of  purchase best  suits  the  investor's  individual
circumstances:

    If he/she qualifies for a reduced sales charge, the investor might elect the
initial sales charge alternative because a similar sales charge reduction is not
available for purchases under the contingent deferred sales charge or level load
alternatives.  However, because the initial sales charge is deducted at the time
of purchase,  the  investor  would  not  have  all  of  his/her  money  invested
initially.

                                       33
<PAGE>
    On  the other hand, the investor might  determine that it is advantageous to
have all of his or  her money invested initially, although  it is subject to  an
annual  service and distribution fee  of 1% and, in the  case of Class B shares,
for a six-year period, a CDSC of up to 5.0% and, in the case of Class C  shares,
for  a one-year period,  a CDSC of up  to 1%. Due to  the conversion feature, an
investor who intends to maintain an investment in a Portfolio for more than  six
years  and does not qualify for a reduced sales charge might consider purchasing
Class B shares. However, this example does not take into account the time  value
of  money which further reduces  the impact of the  1.0% distribution fee on the
investment, fluctuations in the net asset value, or the effect of the return  on
the investment over this period of time.

    The  Lincoln Cashfund  Portfolio offers two  classes of  shares: the Regular
shares and the Class B Exchange shares. Regular shares are offered at net  asset
value  ($1.00) without  a sales  charge and  are not  subject to  any service or
distribution fees. Class B Exchange shares are issued only upon the exchange  of
shares  of Class B shares  of any other Portfolio.  Such Class B Exchange shares
are sold at  net asset value  ($1.00) without  an initial sales  charge but  are
subject  to service and distribution fees of 1.0% of the average daily net asset
value of the Class B Exchange shares.  Such shares are also subject to the  same
CDSC as Class B shares, if any. See "How to Exchange Shares."

INITIAL SALES CHARGE ALTERNATIVE -- CLASS A SHARES

    The  offering price  of Class  A shares  for investors  choosing the initial
sales charge alternative  is the next  determined net asset  value plus a  sales
charge  (expressed  as a  percentage  of the  offering  price) as  shown  in the
following table:

                               EQUITY PORTFOLIOS

<TABLE>
<CAPTION>
                                             SALES CHARGE AS        SALES CHARGE AS      DEALER CONCESSION
                                              PERCENTAGE OF        PERCENTAGE OF NET     AS PERCENTAGE OF
AMOUNT OF PURCHASE                           OFFERING PRICE         AMOUNT INVESTED        OFFERING PRICE
- ----------------------------------        -------------------     -------------------   --------------------
<S>                                         <C>                     <C>                       <C>
Less than $50,000.......................     5.5%                    5.82%                     5.0%
$50,000 to $99,999......................     4.5                     4.71                      4.0
$100,000 to $249,999....................     3.5                     3.63                      3.0
$250,000 to $499,999....................     3.0                     3.09                      2.5
$500,000 to $999,999....................     2.0                     2.04                      1.5
$1,000,000 and above....................     0.0*                    0.00                      0.5
</TABLE>

- ------------------------
* A fee of 0.5% will be applied  on net asset value purchases of $1,000,000  and
  above redeemed during the first year.

                            FIXED-INCOME PORTFOLIOS

<TABLE>
<CAPTION>
                                                SALES CHARGE AS      SALES CHARGE AS     DEALER CONCESSION
                                                 PERCENTAGE OF      PERCENTAGE OF NET     AS PERCENTAGE OF
AMOUNT OF PURCHASE                              OFFERING PRICE       AMOUNT INVESTED       OFFERING PRICE
- ----------------------------------            ------------------    -----------------   --------------------
<S>                                                <C>                   <C>                   <C>
Less than $100,000......................            4.5%                  4.71%                 4.00%
$100,000 to $249,999....................            3.5                   3.63                  3.00
$250,000 to $499,999....................            2.5                   2.56                  2.00
$500,000 to $999,999....................            2.0                   2.04                  1.50
$1,000,000 and above....................            0.0*                  0.00                  0.50
</TABLE>

- ------------------------ 
* A  fee of 0.5% will be applied on  net asset value purchases of $1,000,000 and
  above redeemed during the first year.

Selling dealers may be deemed to be underwriters, as that term is defined in the
Securities Act of 1933, as amended.

                                       34
<PAGE>
   
REDUCTION AND/OR WAIVER OF INITIAL SALES CHARGES (CLASS A
SHARES ONLY)

    RIGHT OF ACCUMULATION.  Pursuant to the right of accumulation (the "Right of
Accumulation"),  investors  may purchase  shares of the  Portfolios at the sales
charge  applicable  to the total of (1) the dollar  amount then being  purchased
plus  (2) the  amount  equal  to the  total  purchase  price  of the  investor's
concurrent  purchases  of the  other  Portfolios  plus  (3) the  current  public
offering  price of all  shares  of the Fund  already  held by the  investor.  To
receive the Right of  Accumulation  at the time of purchase  investors must give
their brokers,  Delaware Service or Delaware Distributors sufficient information
to permit  confirmation  of  qualification.  The foregoing Right of Accumulation
does not apply to purchases of Lincoln Cashfund Portfolio shares.
    

    CONCURRENT PURCHASES.  To qualify for  a reduced sales charge, the  investor
may  combine concurrent purchases of two or  more Portfolios in the Fund, except
direct purchases of the Lincoln Cashfund Portfolio. For example, if the investor
concurrently invests $25,000 in one Portfolio and $25,000 in another, the  sales
charge would be reduced to reflect a $50,000 purchase.

    LETTER  OF INTENT.  The investor may reduce sales charges on all investments
by meeting the terms of a letter of intent (a "Letter of Intent"), a  nonbinding
commitment  to invest a certain amount within a 13 month period. Up to 5% of the
Letter of Intent amount will be held in escrow to cover additional sales charges
which may be  due if the  investor's total investments  over the thirteen  month
period  are insufficient to  qualify for a  sales reduction. A  Letter of Intent
will cover  investments  only in  the  Equity Portfolios  and  the  Fixed-Income
Portfolios.

AUTOMATIC INVESTMENT PLAN

    Investors  may purchase  Class A, Class  B or Class C shares of a Portfolio
through  an automatic  investment  plan. Under  this plan,  an  amount
specified  by  the  shareholder  of  $25 or  more  on  a  monthly,  quarterly or
semi-annual basis will be sent to Delaware Service from the investor's  bank
for  investment in  a Portfolio. Participants  in the  automatic investment plan
should not elect to receive dividends or other distributions from the  Portfolio
in  cash.  To participate  in the  automatic  investment plan,  investors should
complete the appropriate portion of the application form provided at the end  of
this  Prospectus. Investors  should contact their  broker-dealers or Delaware
Service for more information.

WAIVER OF SALES CHARGES

    Sales charges do  not apply to  shares of the  Portfolios purchased: (1)  by
registered  representatives, other  employees of  broker-dealers their immediate
family members and employees of  registered representatives pursuant to a  sales
agreement  with the Distributor; (2) by a  director or officer of a fund managed
or advised by  LIM or a  director (including a  retired director), officer  or
employee  of Lincoln  National Corporation  or its  subsidiaries or  a director,
officer or employee  acting as a  custodian for a  child or a  person acting  as
trustee  of a trust for  the sole benefit of a  director, officer or employee or
the immediate family member of a director, officer or employee; (3) in  accounts
as  to which  a broker-dealer  charges an  account management  fee, provided the
broker-dealer has an agreement with the Distributor; (4) as part of an  employee
benefit  plan having more than 100 eligible employees or a minimum of $1,000,000
invested in the Fund, provided that certain other requirements, as explained  in
the  Statement of Additional  Information, are met;  (5) with certain redemption
proceeds from other mutual fund complexes on which the investor paid a front-end
sales charge only  as part of  certain promotional programs  established by  the
Fund  and/or Distributor; (6) by one or more members of a group of at least 1000
persons engaged in a common  business, profession, civic or charitable  endeavor
or  other activity  and retirees  and immediate  family members  of such persons
pursuant to a marketing program between  the distributor and such group; (7)  by
directors,   officers,  employees  and  immediate   family  members  of  current
sub-advisors to the Portfolio; or (8) by employees and immediate family  members
of the current custodian and shareholder services agent.

    Immediate  family  members are  defined  as the  spouse,  parents, siblings,
natural or adopted  children, mother-in-law,  father-in-law, brother-in-law  and
sister-in-law  of a director, officer or employee. The term "employee" is deemed
to include current and retired employees.

                                       35
<PAGE>
    Exemptions must be qualified in advance by the Distributor and must meet all
requirements  specified  in  the  Statement  of  Additional  Information.   Your
investment  professional should call the Distributor or Delaware Service for
more information.

    Additional information on waiver of the contingent deferred sales charges on
Class B shares can be found under "How to Sell Shares -- Contingent Deferred
Sales Charge -- Class B Shares."

REALLOWANCE TO BROKERS

    From time to time the Distributor may reallow to brokers the full amount  of
the  sales charge on Class A shares. To the extent that the Distributor reallows
the full amount of the sales charge to brokers, such brokers may be deemed to be
underwriters under the Securities Act of 1933, as amended.

CONTINGENT DEFERRED SALES CHARGE ALTERNATIVE -- CLASS B SHARES

    The offering price of Class B  shares for investors choosing the  contingent
deferred  sales  charge  alternative  is the  net  asset  value  next determined
following receipt  of an  order by  Delaware Service  or Delaware Distributors.
Although  there is no sales charge imposed  at the time of purchase, redemptions
of Class  B  shares may  be  subject to  a  CDSC. See  "How  to Sell  Shares  --
Contingent Deferred Sales Charge -- Class B Shares."

LEVEL SALES CHARGE ALTERNATIVE -- CLASS C SHARES

    The  offering price of Class C shares for investors choosing the level sales
charge alternative is the net asset  value next determined following receipt  of
an  order by Delaware Service.  See "Net Asset Value."  Although there is no
initial sales  charge, the  Class C  shares are  subject to  a charge  of 1%  on
redemptions made in the first 12 months.

   
CLASS D SHARES -- ELIGIBLE INVESTORS.

    Retirement  plans  introduced  by persons  not  associated  with  brokers or
dealers  that are  primarily  engaged in the  retail  securities  business  (and
rollover  individual  retirement accounts from such plans), as well as insurance
companies  (including  both  general  and  separate  accounts),   affiliates  of
insurance  companies and investment  companies  registered  under the Investment
Company Act of 1940, may invest in the Portfolios  through  purchases of Class D
shares.  Class D shares  are  offered  at net  asset  value to these  investors.
Shareholders  are not entitled to use the "Lincoln  National"  name or otherwise
refer to  Lincoln  National  in any  materials  distributed  to  third  parties,
including  participants  in these  retirement  or deferred  compensation  plans,
without the prior written consent of the Fund.
    

                               HOW TO SELL SHARES

    As described below, shares  of the Portfolios may  be redeemed at their  net
asset  value (subject  to any  applicable contingent  deferred sales  charge for
Class B and Class C  shares) and redemption proceeds  will be sent within  seven
days  of the execution  of a redemption request.  Shareholders with brokers that
sell shares may redeem shares  through such brokers. If  the shares are held  in
the  broker's "street  name," the  redemption must  be made  through the broker.
Other  shareholders  may  redeem  shares  through  Delaware Service.  If  a
redeeming  shareholder owns both Class A and  Class B shares of a Portfolio, the
Class A  shares  will be  redeemed  first unless  the  shareholder  specifically
requests  otherwise.  In the  case of  Lincoln  Cashfund Portfolio,  the Regular
shares will be redeemed before any Class B Exchange shares are redeemed,  unless
otherwise specifically requested.

REDEMPTIONS THROUGH BROKERS

    Shareholders  may  submit  redemption  requests  to  brokers  that  have  an
agreement   with   the    Fund   ("registered   representatives").    Registered
representatives  may honor  a redemption  request either  by repurchasing shares
from a redeeming shareholder at the shares' net asset value next computed  after
the  registered  representative  receives  the  request  or  by  forwarding such
requests  to  Delaware Service  (see   "Redemptions  Through Delaware
Service").  Redemption proceeds (less any  applicable contingent deferred sales
charge for Class B  and Class C shares)  normally will be paid  by check or,  if
offered   by  the  registered  representative,  credited  to  the  shareholder's
brokerage account at the election of the shareholder.

                                       36
<PAGE>
Registered representatives may impose a  service charge for handling  redemption
transactions  placed  through them  and may  have other  requirements concerning
redemptions.  Accordingly,   shareholders   should  contact   their   registered
representative for more details.

REDEMPTIONS THROUGH DELAWARE SERVICE

    Redemption  requests may be transmitted to Delaware  Service by telephone or
by mail, in accordance with the  instructions  provided  below.  All redemptions
will be effected at the net asset value next determined  after Delaware  Service
has  received the request and any required  supporting  documentation  (less any
applicable  contingent  deferred  sales  charge for Class B and Class C shares).
Redemption  requests  received before 4:00 p.m. eastern time on any Business Day
will be  effected  at the net asset  value  calculated  on that day.  Redemption
requests will not require a signature guarantee if the redemption request is for
an amount which is less than $50,000 and the proceeds are to be sent either: (1)
to  the  redeeming  shareholder  at  the  shareholder's  address  of  record  as
maintained by Delaware Service, provided the shareholder's address of record has
not been  changed  within  the  preceding  thirty  days;  or (2)  directly  to a
pre-designated  bank, savings and loan or credit union account  ("Pre-Designated
Account").  ALL OTHER  REDEMPTION  REQUESTS MUST BE  ACCOMPANIED  BY A SIGNATURE
GUARANTEE OF THE REDEEMING SHAREHOLDER'S SIGNATURE. A signature guarantee can be
obtained  from any bank,  U.S.  trust  company,  a member  firm of a U.S.  stock
exchange or a foreign branch of any of the foregoing or other eligible guarantor
institution.  A notary  public is not an  acceptable  guarantor.  A  shareholder
uncertain  about the  Funds'  signature  guarantee  requirement  should  contact
Delaware Service.

    Shareholders   may   qualify  to  have   redemption   proceeds   sent  to  a
Pre-Designated  Account by  completing  the  appropriate  section of the Account
Application.  Shareholders  with  Pre-Designated  Accounts  should  request that
redemption  proceeds  be sent  either  by bank  wire or by  check.  The  minimum
redemption amount for a bank wire is $5,000. Shareholders requesting a bank wire
should allow two business days from the time the redemption  request is effected
for the proceeds to be deposited in the  shareholder's  Pre-Designated  Account.
See "How to Sell Shares -- Other Important Redemption Information." Shareholders
may change their  Pre-Designated  Accounts  only by a letter of  instruction  to
Delaware  Service  containing  all  account  signatures,  each of which  must be
guaranteed.  Delaware Service  currently does not charge a bank wire service fee
on each wire redemption sent, but reserves the right to do so in the future.

TELEPHONE REDEMPTION PRIVILEGE

    You may request the Telephone  Redemption Privilege by telephone either  (i)
by  completing  the  appropriate section  of  the  application form  or  (ii) by
signature guaranteed  written request.  A signature  guarantee must  be from  an
eligible  guarantor  institution  approved  by  Delaware Service. Signature
guarantees in proper  form generally  will be  accepted from  domestic banks,  a
member  of a  national securities exchange,  credit unions and  savings and loan
associations, as well  as from  participants in the  Securities Transfer  Agents
Medallion Program ("STAMP"). If you have any questions with respect to signature
guarantees, please call Delaware Service.

   
    Once the  privilege  is  instituted,  you may call  Delaware  Service at the
number  provided  on the  back  cover  of this  Prospectus.  All  calls  will be
recorded.  Delaware Service will act on instructions that it reasonably believes
to be genuine. The proceeds of the redemption will only be mailed to the address
of record with the Fund, provided that your account registration has not changed
in the last 30  days.  The  Fund  reserves  the  right  to  refuse  a  telephone
redemption  and may limit the amount and  frequency.  The  Telephone  Redemption
Privilege  may be modified or  terminated  at any time by the Fund.  Neither the
Fund nor Delaware  Service will be liable for following  instructions  that they
reasonably  believe to be genuine.  It is the Fund's policy to provide a written
confirmation  statement of all telephone  transactions  to shareholders at their
address of record within 3 business days after the  telephone  transaction.  You
should verify the accuracy of telephone transactions immediately upon receipt of
your confirmation  statement. As a result of this policy, you will bear the risk
of  loss  in  the  event  of a  fraudulent  telephone  exchange  (or  redemption
transaction).  If it is  determined  that the Fund has not  followed  reasonable
procedures in effecting telephone transactions,  the Fund may be held liable for
related losses.
    

                                       37
<PAGE>
REDEMPTIONS BY MAIL

    Redemption requests should be mailed directly to Delaware Service at the
address  provided on the back cover of  this Prospectus. Requests for payment of
redemption proceeds to a party other than the registered account owner(s) and/or
requests that  redemption  proceeds be  mailed  to  an address  other  than  the
shareholder's  address of record require a  signature guarantee. In addition, if
the shareholder's address of record has been changed within the preceding thirty
days or if  the redemption  proceeds exceed  $50,000, a  signature guarantee  is
required.  Redemptions of shares for which certificates have been issued must be
accompanied by properly endorsed share certificates.

SYSTEMATIC WITHDRAWAL PLAN

    Shareholders owning shares with a value  of $10,000 or more may  participate
in  the  Systematic Withdrawal  Plan. A  participating shareholder  will receive
proceeds from  monthly, quarterly  or  annual redemptions  of Fund  shares  with
respect to Class A, Class B or Class C shares. Contingent deferred sales charges
may  be  imposed  on  certain  redemptions of  Class  B  shares  made  under the
Systematic Withdrawal Plan. The minimum  periodic amount is $50. To  participate
in  the Systematic  Withdrawal Plan,  investors should  complete the appropriate
portion  of  the  Application.  Investors   should  contact  their  brokers or
Delaware Service for more information. With respect  to Class A and Class B
shares, participation in the Systematic Withdrawal Plan concurrent with  initial
purchases  of Class  A shares  of the Fund  may be  disadvantageous to investors
because of the sales charges or CDSC involved and possible tax implications.  In
addition,  shareholders who participate in the Systematic Withdrawal Plan should
elect to  reinvest  dividends or  other  distributions in  additional  Portfolio
shares. Shareholders may not elect systematic withdrawal privileges if they hold
certificates.

CHECKWRITING

    Shareholders  may redeem Regular shares of the Lincoln Cashfund Portfolio by
writing checks, a supply of which may be obtained through Delaware Service,
against their Lincoln Cashfund Portfolio accounts (checkwriting is not available
with respect to Class B Exchange shares). The minimum check amount is $250. When
the check is presented to Delaware Service for payment, Delaware Service
will  cause  the Lincoln  Cashfund Portfolio  to redeem  a sufficient  number of
shares to cover the amount of the check. This procedure enables the  shareholder
to  continue receiving dividends on those shares until such time as the check is
presented to Delaware Service for payment. Canceled checks are not returned;
however, shareholders  may  obtain photocopies  of  their canceled  checks  upon
request.  Delaware Service reserves the right to charge for this service. If
a shareholder does not own sufficient  shares of the Lincoln Cashfund  Portfolio
to cover a check, the check will be returned to the payee marked "not sufficient
funds."  Checks written  in amounts  less than $250  also will  be returned. The
Lincoln Cashfund  Portfolio reserves  the right  not to  honor check  redemption
requests  if  the shares  to be  redeemed  have been  purchased by  check within
fifteen  days  prior  to  the  date  the  redemption  request  was  received  by
Delaware Service. Shares for which stock  certificates have been issued may
not be  redeemed  by  check.  The Lincoln  Cashfund  Portfolio  and  Delaware
Service reserve the right  to terminate or modify  the checkwriting service at
any time or to impose a service charge in connection with it.

    Because the aggregate amount of shares  owned by a shareholder is likely  to
change  each day, shareholders should  not attempt to redeem  all shares held in
their accounts by using  the checkwriting procedure. Charges  may be imposed  in
the future for checkwriting.

30-DAY REPURCHASE PRIVILEGE

    If  an  investor  redeems  shares  in a  Portfolio  and  has  not previously
exercised the repurchase privilege, the investor may reinvest any portion or all
of the proceeds of such  redemption in shares of the  same Portfolio at the  net
asset value next determined after the order is received, which must be within 30
days  after  the date  of the  redemption. No  sales charge  will apply  to such
repurchases. The investor  will receive  pro rata credit  for any  CDSC paid  in
connection  with  the redemption  of  Class B  and Class  C  shares (or  Class B
Exchange shares in  the case of  the Lincoln Cashfund  Portfolio). The  investor
must  notify Delaware Service,  either directly  or  through  a registered
broker-dealer, at  the time  the  repurchase privilege  is exercised,  that  the
investor  is  entitled to a net  asset value  purchase or  credit for  the CDSC
previously paid.

                                       38
<PAGE>
Exercise of the repurchase  privilege will generally  not affect federal  income
tax treatment of any gain realized upon redemption. If the redemption results in
a loss, some or all of the loss, depending on the amount reinvested, will not be
allowed for federal income tax purposes.

OTHER IMPORTANT REDEMPTION INFORMATION

    A  request for redemption will  not be processed until  all of the necessary
documentation has been received in good order. A shareholder in doubt about what
documents are required should  contact his or  her broker-dealer or  Delaware
Service.

    Except  in extraordinary circumstances and as permitted under the Investment
Company Act, payment for shares  redeemed by telephone or  by mail will be  made
promptly  after receipt of a redemption request, if in good order, but not later
than seven days after the date the request is executed. Requests for  redemption
which  are subject to any  special conditions or which  specify a future or past
effective date cannot be accepted.

    If Delaware Service is requested to redeem shares for which a  Portfolio
has not yet received good payment, the Portfolio may delay payment of redemption
proceeds  until it has assured  itself that good payment  has been collected for
the purchase of the shares. In the case of purchases by check, it can take up to
fifteen business days to confirm that the check has cleared and good payment has
been received. Redemption  proceeds will not  be delayed when  shares have  been
paid  for by wire  or when the  investor's account holds  a sufficient number of
shares for which funds already have been collected.

    Each Portfolio may involuntarily redeem the shares of any shareholder  whose
account  is reduced to less than $500  in net asset value through redemptions or
other action by  the shareholder.  Notice will be  given to  the shareholder  at
least 60 days prior to the date fixed for such redemption, during which time the
shareholder  may increase his or her holdings  to an aggregate amount of $500 or
more (with a minimum purchase of $50 or more).

CONTINGENT DEFERRED SALES CHARGE -- CLASS B SHARES

    If the investor elects  to purchase shares without  an initial sales  charge
(Class  B), a CDSC (declining from 5.0% to  zero) will be imposed at the time of
redemption. The CDSC will  be deducted from the  redemption proceeds and  reduce
the amount paid to the investor.

    For federal income tax purposes, the amount of the CDSC will reduce the gain
or  increase the  loss, as  the case  may be,  on the  amount recognized  on the
redemption of shares. The CDSC will  be imposed on any redemption which  reduces
the  current value of the investor's Class B  shares to an amount which is lower
than the amount originally purchased by the investor for the purchase of Class B
shares during the preceding six years.

    A CDSC will be applied on the  original purchase price or the current  value
of  the shares being redeemed, whichever is  less. Increases in the value of the
investor's shares  or  shares purchased  through  reinvestment of  dividends  or
distributions  are not subject to a CDSC. The amount of any CDSC will be paid to
and retained by the Distributor. See "Management -- Distributor" and "Waiver  of
Contingent Deferred Sales Charge" below.

    The  amount of the CDSC, if any, will  vary depending on the number of years
from the time of payment  for the purchase of Class  B shares until the time  of
redemption of such shares. Solely for purposes of

                                       39
<PAGE>
determining the number of years from the time of any payment for the purchase of
shares,  all payments during a month will  be aggregated and deemed to have been
made on the last day of the month.  The following table sets forth the rate  of
the CDSC.

<TABLE>
   
<CAPTION>
                                                                         CONTINGENT DEFERRED SALES
                                                                         CHARGE AS A PERCENTAGE OF
                                                                            DOLLARS INVESTED OR
YEAR SINCE PURCHASE PAYMENT MADE                                             REDEMPTION PROCEEDS
- ----------------------------------------------------------             ----------------------------
<S>                                                                                  <C>
First.....................................................                           5.0%
Second....................................................                           4.0%
Third.....................................................                           4.0%
Fourth....................................................                           3.0%
Fifth.....................................................                           2.0%
Sixth.....................................................                           1.0%
Seventh...................................................                           None
</TABLE>
    

    In determining whether a contingent deferred sales charge is applicable to a
redemption,  the calculation will be made in a manner that results in the lowest
possible rate. It will be assumed that  the redemption is made first of  amounts
representing  shares  acquired pursuant  to  the reinvestment  of  dividends and
distributions; then of  amounts representing  the cost of  shares purchased  six
years  or more prior to the redemption; and finally, of amounts representing the
cost of  shares  held for  the  longest period  of  time within  the  applicable
six-year period.

    For  example, assume  an investor  purchased 100 Class  B shares  at $10 per
share for a cost of $1,000. Subsequently, the shareholder acquired 15 additional
shares through dividend reinvestment. During the second year after the  purchase
the  investor decided to redeem $500 of his/her investment. Assuming at the time
of the  redemption  a net  asset  value  of $11  per  share, the  value  of  the
investor's  shares would be $1,265 (115 shares at $11 per share). The CDSC would
not be applied to the value of the reinvested dividend shares or the appreciated
value of the  purchased shares. Therefore,  the CDSC would  be charged on  30.45
shares,  purchased at $10 per  share, at a rate of  4.0% (the applicable rate in
the second year after purchase) for a total CDSC of $12.18.

    WAIVER OF CONTINGENT DEFERRED SALES CHARGE.   The CDSC may be waived in  the
case of a redemption following the death or complete disability of a shareholder
if  the redemption is made within one  year of death or initial determination of
disability. The waiver is available for  total or partial redemptions of  shares
owned  by a  person, either  individually or  in joint  tenancy (with  rights or
survivorship), at the time of death or initial determination of disability.

    The CDSC will also be waived in the case of a total or partial redemption in
connection with certain  required distributions made  without penalty under  the
Internal  Revenue Code  from a  tax-deferred retirement  plan or  Section 403(b)
custodial account. These distributions include a lump-sum or other  distribution
after  retirement,  or for  an IRA  or Section  403(b) custodial  account, after
attaining age  70 1/2,  a tax-free  return  of an  excess contribution  or  plan
distribution  following  the  death or  total  and permanent  disability  of the
shareholder. The waiver does  not apply in  the case of  a tax-free rollover  or
transfer  of assets, other than one following  a separation from service. In the
case of a  401(k) plan,  the CDSC  will also be  waived upon  the redemption  of
shares  purchased with amounts used to repay  loans made from the account to the
participant. See  "Purchase and  Redemption  of Fund  Shares  -- Waiver  of  the
Contingent  Deferred  Sales  Charge  --  Class B  Shares"  in  the  Statement of
Additional Information.

    Investors must notify  Delaware Service  either directly  or through  an
approved  broker-dealer at  the time  of redemption,  that they  are entitled to
waiver of  the CDSC.  The waiver  will  be granted  subject to  confirmation  of
entitlement.

                             HOW TO EXCHANGE SHARES

    As  shareholders  of the  Fund, investors  have  an exchange  privilege with
certain other Portfolios, subject to the minimum investment requirements of such
Portfolios.  Class   A,   Class   B,   Class   C   and   Class   D   shares   of

                                       40
<PAGE>
the Equity Portfolios and the Fixed-Income Portfolios may be exchanged for Class
A,  Class B,  Class C  and Class  D shares,  respectively, of  another Equity or
Fixed-Income Portfolio on  the basis of  the relative net  asset value. Class  A
exchanges between Portfolios that have different front-end sales charges will be
assessed the sales charge differential.

    Exchanges  from  Portfolios  may  also be  made  into  the  Lincoln Cashfund
Portfolio. In the case  where Class A  shares of a  Portfolio are exchanged  for
Regular  class  shares  of  the Lincoln  Cashfund  Portfolio,  those  shares may
subsequently be  exchanged  for Class  A  shares of  another  Portfolio  without
incurring  an initial sales charge. Class B shares may be exchanged into Class B
Exchange shares  of  the Lincoln  Cashfund  Portfolio. A  shareholder's  holding
period  of Class B Exchange shares would  be counted for purposes of calculating
the applicable CDSC to which that  shareholder's redemption would be subject.  A
shareholder  would be  assessed a  CDSC, if  applicable, upon  redemption of the
Class B Exchange shares, but  no CDSC will be imposed  upon the exchange out  of
the  Lincoln  Cashfund  Portfolio  into Class  B  shares  of  another Portfolio.
Exchanges of Class C  shares will be  treated the same as  exchanges of Class  A
shares into or out of Regular shares of the Lincoln Cashfund Portfolio. However,
if  shares originally  purchased through  Class C are  redeemed in  the first 12
months, they will be subject to a CDSC of 1%.

    An exchange will be treated as  a redemption and purchase for tax  purposes.
See  "Purchase and Redemption of Shares  -- Exchange Privilege" in the Statement
of Additional Information.

    A  shareholder  may  give  exchange   instructions   to  the   shareholder's
broker-dealer  or Delaware  Service by telephone  at the number  provided on the
back cover of this  Prospectus.  Exchange  orders will be accepted by  telephone
provided that the exchange involves only uncertificated shares on deposit in the
shareholder's account or for which certificates  previously have been deposited.
All exchanges  received by Delaware Service prior to 4:00 P.M. Eastern time will
be made on the basis of the relative net asset value of the two Portfolios  next
determined after the request is received in good order.  The exchange  privilege
is available only in states where the exchange may legally be made.

    Investors may  also  exchange shares  by  mail  by writing  to  the  address
provided  on the back  page of this  Prospectus. In periods  of severe market or
economic conditions  the  telephone  exchange  of shares  may  be  difficult  to
implement and the investor should make exchanges by mail. The exchange privilege
may be modified or terminated at any time on sixty days' notice to shareholders.

                       DIVIDENDS, DISTRIBUTIONS AND TAXES

    The  Fixed-Income  Portfolios  and  the  Lincoln  Cashfund  Portfolio accrue
dividends from  net  investment  income  and  usually  distribute  such  accrued
dividends  to  shareholders  monthly.  The  Lincoln  Cashfund  Portfolio accrues
dividends daily. The  Equity Portfolios  declare dividends  from net  investment
income  and usually distribute  such accrued dividends  to shareholders at least
annually. All  capital  gains, if  any,  are distributed  annually,  usually  in
December.  When a  capital gain  dividend is declared,  the net  asset value per
share is reduced  by the amount  of the dividend.  Investors considering  buying
shares  of one  of the  Portfolios just  prior to  a record  date for  a taxable
dividend or  capital  gain distribution  should  be aware  that,  regardless  of
whether the price of the Portfolio shares to be purchased reflects the amount of
the  forthcoming dividend  or distribution payment,  any such payment  will be a
taxable dividend or distribution payment.

   
    The Fund has  qualified  and  intends to remain  qualified  as a  "regulated
investment  company"  under the Internal  Revenue Code of 1986,  as amended (the
"Code").  In any fiscal year in which the Fund so qualifies and  distributes  to
shareholders its net investment  income and net realized capital gains, the Fund
will be relieved of federal income tax. It is the Fund's policy to distribute to
the  shareholders  all of its net  investment  income and capital gains realized
during each fiscal year.
    

                                       41
<PAGE>
    Under  current  law for  each  of the  Portfolios,  dividends paid  from net
investment income and distributions of net realized short-term capital gains are
taxable to shareholders as ordinary income, regardless of how long  shareholders
have  held their  Fund shares  or whether  such dividends  and distributions are
received in cash or reinvested in  additional Fund shares. Distributions of  net
realized  long-term capital gains  will be taxable  to shareholders as long-term
capital gains, regardless  of how long  shareholders have held  Fund shares  and
whether  such distributions are received in cash or are reinvested in additional
Fund shares. The per share dividends and distributions on Class A shares will be
higher than the per  share dividends and  distributions on Class  B and Class  C
shares  as a  result of  lower distribution fees  applicable to  Class A shares.
Furthermore, as  a general  rule, a  shareholder's gain  or loss  on a  sale  or
redemption  of  Fund shares  will be  a long-term  capital gain  or loss  if the
shareholder has held the shares for more than one year and will be a  short-term
capital  gain or  loss if the  shareholder has held  the shares for  one year or
less. Some of the Portfolios' dividends declared from net investment income  may
qualify  for  the  federal dividends-received  deduction  for  corporations. The
investor will be notified each year as  to the amount and federal tax status  of
all  dividends and capital gains paid during  the prior year. Such dividends and
capital gains may also be subject to state or local taxes.

    Distributions of tax-exempt income are not subject to federal income  taxes,
except  for the possible applicability of  the alternative minimum tax. However,
distributions may be subject to state and local income taxes. A portion of  each
Portfolio's  income, including income from  repurchase agreements and gains from
options and  futures transactions  may be  taxable to  shareholders as  ordinary
income.  Long-term capital  gains from options  and futures  transactions may be
taxable  to   shareholders  as   ordinary   income.  Long-term   capital   gains
distributions, if any, are taxable as long term capital gains, regardless of the
length  of time  a shareholder  has owned  shares. Short-term  capital gains and
other taxable income distributions are taxable as ordinary income. Distributions
of tax-exempt income are taken into  consideration in computing the portion,  if
any, of social security and railroad retirement benefits subject to federal and,
in some cases, state taxes.

    If an investor has not furnished a certified correct taxpayer identification
number  (generally  a  Social  Security  number)  and  has  not  certified  that
withholding  does not apply, or if the Internal Revenue Service has notified the
Fund that the taxpayer identification number listed on the investor's account is
incorrect  according to their  records or that the investor is subject to backup
withholding,  federal law  generally  requires the Fund to withhold 31% from any
dividends and/or redemptions (including exchange redemptions).  Amounts withheld
are applied to the investor's  federal tax  liability;  a refund may be obtained
from the Internal  Revenue  Service if  withholding  results in  overpayment  of
taxes.  Federal law also requires the Fund to withhold 30% or the applicable tax
treaty  rate  from  dividends  paid  to  certain  nonresident  alien,   non-U.S.
partnership and non-U.S. corporation shareholder accounts.

    Certain  Portfolios  may  be required  to  pay withholding  and  other taxes
imposed by foreign countries  in connection with  their investments outside  the
U.S.  generally at rates from  10% to 40%, which  would reduce these Portfolios'
investment income.

    Certain income received by the Lincoln World Growth and Lincoln New  Pacific
Portfolios may be subject to foreign taxes. If more than 50% of the value of the
Portfolio's total assets at the close of any taxable year consists of securities
of foreign corporations, the Portfolio may elect to treat any foreign taxes paid
by  it as  paid by  its shareholders.  If a  Portfolio makes  this election, its
shareholders will generally be  required to include  in income their  respective
pro rata positions in computing their taxable income or, alternatively, to claim
foreign tax credits (subject, in either case, to certain limitations). Each year
that  a Portfolio makes such an election, it will report to its shareholders the
amount per share of foreign taxes it has elected to have treated as paid by  its
shareholders.

                      SHAREHOLDER SERVICES AND INFORMATION

    Shareholders  are  encouraged  to place  purchase,  exchange and  redemption
orders  through their  broker-dealers.  Shareholders  also may place such orders
directly through Delaware Distributors or through Delaware Service in accordance
with this Prospectus.  See "How to Purchase  Shares," "How to Exchange  Shares,"
"How  to  Sell  Shares"  and  "Dividends,  Distributions  and  Taxes"  for  more
information.

                                       42
<PAGE>
    The  following  shareholder  services   are  described  elsewhere  in   this
Prospectus: Purchase by Wire, Right of Accumulation, Concurrent  Purchases,
Letter of Intent, Automatic Investment Plan, Telephone Redemption Privilege,
Systematic Withdrawal Plan, Checkwriting and 30-day Repurchase  Privilege.
In addition to these privileges, shareholders of the Fund can take advantage of
the following services and privileges:

        AUTOMATIC  REINVESTMENT OF DIVIDENDS.  Investors'  dividends and capital
gain  distributions of each Portfolio are  automatically  reinvested in full and
fractional  shares of the  Portfolio  at net asset value  without a sales charge
unless  indicated  otherwise  on the  account  application.  Changes  to initial
elections  must be directed to Delaware  Service in writing or by telephone  not
less than 5 full business days prior to the record date.

        CROSS  REINVESTMENT.   The investor may  cross-reinvest dividends and/or
    capital gain distributions paid by  one Portfolio into another Portfolio  in
    the  Fund, subject  to conditions  outlined in  the Statement  of Additional
    Information. Generally,  to  use  this  service the  account  value  in  the
    distributing Portfolio must equal at least $10,000.

        DOLLAR COST  AVERAGING  PLAN. The owner of $10,000 or more of the shares
    of a Portfolio may authorize the monthly exchange of a specified amount into
    another  Portfolio.  This  privilege  may  be  selected  by  completing  the
    appropriate  section on the Account  Application  or by contacting  Delaware
    Service  for  appropriate  forms.  If  selected,   exchanges  will  be  made
    automatically  until the privilege is terminated by the  shareholder  or the
    Fund.  Exchanges are subject to terms and conditions as described herein and
    in the Statement of Additional  Information.  This privilege may not be used
    for the exchange of shares held in certificated form.

        TAX DEFERRED RETIREMENT PLANS.   Various tax-deferred retirement  plans,
    including  a 401(k)  plan, self-directed individual  retirement accounts and
    "tax-sheltered accounts"  under Section  403(b)(7) of  the Internal  Revenue
    Code  are available through the Distributor. These plans are for use by both
    self-employed individuals and corporate employers. These plans permit either
    self-direction of accounts by participants, or a pooled account arrangement.
    Information regarding the establishment of these plans, the  administration,
    custodial  fees  and other  details is  available  from the Distributor, an
    approved broker-dealer  or  Delaware Service. If  you  are  considering
    adopting  such a plan, you should consult with your own legal or tax advisor
    with respect to the establishment and maintenance of such a plan.

   
        REPORTS TO  SHAREHOLDERS.   The Fund  will send  annual and  semi-annual
    reports  to  shareholders.  The  financial  statements  appearing  in annual
    reports are audited by independent accountants. In order to reduce duplicate
    mailing and  printing  expenses,  the  Fund  will  provide  one  annual  and
    semi-annual  shareholder report and annual prospectus per household. You may
    request  additional  copies  of  such  reports  by  calling   1-800-9ADVISOR
    (1-800-923-8476)  or by writing to  the Fund c/o Delaware Group, 1818
    Market Street, Philadelphia, PA  19103-3682.
    

    For additional information regarding  the services and privileges  described
above, see the Statement of Additional Information.

                           OTHER SHAREHOLDER MATTERS

    All shares of the Fund have equal voting rights and are entitled to one vote
per  share  with  proportional voting  for  fractional shares.  As  permitted by
Maryland law, there will normally be no meetings of shareholders for the purpose
of electing Directors unless and until such time as fewer than a majority of the
Directors holding office have  been elected by shareholders.  At that time,  the
Directors  in office will call a shareholders meeting for election of Directors.
Shareholders have certain rights, including the  right to call a meeting upon  a
vote  of 10% of the  Fund's outstanding shares for the  purpose of voting on the
removal of one or more Directors or  to transact any other business. The  shares
do  not have cumulative voting rights. Accordingly, the holders of a majority of
the shares voting  for the election  of directors can  elect all the  Directors.
Shares of the Fund, when issued, will be fully paid and non-assessable.

                                       43
<PAGE>
    In  matters which only affect a  particular Portfolio, the matter shall have
been effectively acted upon  by a majority vote  of that Portfolio even  though:
(1)  the matter has not been approved by a majority vote of any other Portfolio;
or (2) the matter has not been approved by a majority vote of the Fund.

   
    Initial  investments  into the Fund were made by American  States  Insurance
Company  ("ASI") and Lincoln  National Life Insurance  Company  ("LNLIC"),  both
affiliates  of  the  Advisor.  As of  February  1,  1996,  ASI  held  73% of the
outstanding Class A shares of Enterprise,  90% of the outstanding Class A shares
of U.S.  Growth,  and 97% of the  outstanding  Class A shares of Tax-Free Income
Portfolios;  LNLIC  held 84% of the  outstanding  Class A shares of  Growth  and
Income,  86% of the  outstanding  Class A  shares  of World  Growth,  84% of the
outstanding Class A shares of New Pacific, 98% of the outstanding Class A shares
of Government Income, 95% of the outstanding Class A shares of Corporate Income,
and 32% of the outstanding Class A shares of Cashfund  Portfolios.  In addition,
LIM held 100% of the  outstanding  Class D shares of World  Growth,  100% of the
outstanding  Class D  shares  of New  Pacific,  100% of the  Class D  shares  of
Government  Income  and  62% of the  Class  D  shares  of  the  Tax-Free  Income
Portfolios.
    

                          THE PORTFOLIOS' PERFORMANCE

    From  time to time,  each Portfolio may advertise  its "average annual total
return" over various periods of time  for each class. Total return figures  show
the  average percentage change in  value of an investment  in the class from the
beginning date of the measuring period to the end of the measuring period. These
figures reflect changes in the price of  the shares and assume that any  income,
dividends  and/or capital  gains distributions  made by  a Portfolio  during the
period were reinvested in shares of the same class. Class A total return figures
include the maximum initial sales  charge and Class B  and Class C total  return
figures  include any applicable  CDSC. These figures also  take into account the
service and distribution fees,  if any, payable with  respect to the  respective
classes.

    In  reports  or other  communications  to  shareholders  and in  advertising
material  performance  of the classes may be compared  with that of other mutual
funds or classes of shares of other funds as listed in the rankings  prepared by
Lipper Analytical  Services,  Inc. or similar independent  services that monitor
the  performance of mutual funds,  or other  industry or financial  publications
such as BARRON'S,  BUSINESS  WEEK,  CDA INVESTMENT  TECHNOLOGIES  INC.,  FORBES,
FORTUNE,  INSTITUTIONAL INVESTOR,  INVESTORS DAILY, PENSIONS & INVESTMENTS,  USA
TODAY,  FINANCIAL SERVICES WEEK,  FINANCIAL WORLD,  INVESTMENT  DEALERS' DIGEST,
MUTUAL FUND FORECASTER,  PERSONAL FINANCE, SMART MONEY, PERSONAL INVESTING NEWS,
YOUR MONEY,  BLOOMBERG MAGAZINE,  KIPLINGER'S PERSONAL FINANCE MAGAZINE,  MONEY,
MORNINGSTAR MUTUAL FUND VALUES, THE NEW YORK TIMES, and THE WALL STREET JOURNAL.
Total return  figures are based on  historical  earnings and are not intended to
indicate future performance.  The Statement of Additional Information contains a
further  description  of  methods  used to  determine  performance.  Performance
figures may be  obtained  from the  shareholders  services  representative  or a
registered representative.

                              GENERAL INFORMATION

SHAREHOLDER SERVICES

   
    Shareholder servicing,  reporting and general shareholder services functions
for the Fund are performed by Delaware  Service  Company,  Inc., which maintains
its  offices  at  1818  Market  Street,  Philadelphia,  PA  19103-3682.  You may
telephone Delaware Service at 1-800-9ADVISOR (1-800-923-8476).
    

INDEPENDENT ACCOUNTANTS

    The Fund's independent accountants  are Coopers &  Lybrand L.L.P., One  Post
Office Square, Boston, Massachusetts 02109. Coopers & Lybrand L.L.P. conducts an
annual  audit of each Portfolio and consults with the Fund and each Portfolio as
to matters  of  accounting, regulatory  filings  and federal  and  state  income
taxation.

                                       44
<PAGE>
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                                       45
<PAGE>
                                   APPENDIX A
              IMPLEMENTATION OF INVESTMENT OBJECTIVES AND POLICIES

    In  attempting  to achieve  their  investment objectives  and  policies, the
Portfolios may employ,  among others, one  or more of  the strategies set  forth
below.

CONVERTIBLE SECURITIES

    The  Portfolios, other  than the Lincoln  Tax-Free Income  Portfolio and the
Lincoln Cashfund Portfolio, may invest  in securities that either have  warrants
or  rights  attached  or  are otherwise  convertible  into  other  or additional
securities. A convertible security is typically a fixed-income security (a  bond
or  preferred stock) that may be converted  at a stated price within a specified
period of time into a specified number of shares of common stock of the same  or
a different issuer. Convertible securities are generally senior to common stocks
in  a corporation's  capital structure but  are usually  subordinated to similar
non-convertible securities.  While providing  a fixed  income stream  (generally
higher  in yield than  the income derivable  from a common  stock but lower than
that afforded by  a similar  non-convertible security),  a convertible  security
also  affords an  investor the opportunity,  through its  conversion feature, to
participate in capital appreciation attendant upon a market price advance in the
common stock underlying the convertible  security. In general, the market  value
of  a convertible  security is  at least  the higher  of its  "investment value"
(I.E., its value as  a fixed-income security) or  its "conversion value"  (I.E.,
its value upon conversion into its underlying common stock). While no securities
investment is without some risk, investments in convertible securities generally
entail less risk than investments in the common stock of the same issuer.

U.S. GOVERNMENT SECURITIES

    All  of  the Portfolios  may invest  in securities  of the  U.S. Government.
Securities guaranteed by the U.S. Government include: (1) direct obligations  of
the  U.S. Treasury  (such as  Treasury bills, notes  and bonds)  and (2) federal
agency obligations guaranteed as to principal and interest by the U.S.  Treasury
(such  as GNMA certificates and  Federal Housing Administration debentures). For
these securities,  the  payment of  principal  and interest  is  unconditionally
guaranteed  by the U.S.  Government, and thus  they are of  the highest possible
credit quality. Such securities are subject to variations in market value due to
fluctuations in interest rates, but if held to maturity are deemed to be free of
credit risk for the life of the investment.

    Securities issued by U.S.  Government instrumentalities and certain  federal
agencies  are  neither  direct  obligations  of,  nor  guaranteed  by,  the U.S.
Treasury. However,  they generally  involve federal  sponsorship in  one way  or
another:  some are backed by specific types of collateral; some are supported by
the issuer's right to borrow from the  U.S. Treasury; some are supported by  the
discretionary  authority of the U.S. Treasury to purchase certain obligations of
the issuer;  and  others  are  supported  only by  the  credit  of  the  issuing
government  agency  or  instrumentality.  These  agencies  and instrumentalities
include,  but   are  not   limited  to,   Federal  Land   Banks,  Farmers   Home
Administration,  Central  Bank  for  Cooperatives,  Federal  Intermediate Credit
Banks, and Federal Home Loan Banks.

MORTGAGE-BACKED SECURITIES

    The Lincoln Corporate Income, Lincoln Government Income and Lincoln Tax-Free
Income Portfolios may  invest in  various types  of mortgage-backed  securities.
Mortgage-backed  securities may be issued by  governmental agencies (such as the
Government National  Mortgage  Association ("GNMA")  or  the Federal  Home  Loan
Mortgage  Corporation ("FHLMC"),  by the  Federal National  Mortgage Association
("FNMA")), which is a federally chartered and privately-owned corporation, or by
private financial  institutions  such  as commercial  banks,  savings  and  loan
associations, mortgage bankers and securities broker-dealers (or separate trusts
or affiliates of such institutions established to issue these securities).

    Most  mortgage-backed securities,  including the securities  issued by GNMA,
FHLMC and FNMA, are  so-called "pass-through" securities representing  interests
in  a  pool of  underlying mortgage  loans,  on which  the regular  interest and
principal payments (including any prepayments) are passed through to the  holder
of  the  securities. Although  the mortgage  loans  in a  pool will  have stated
maturities of  up  to 30  years,  due to  both  normal principal  repayment  and
prepayments,  the average effective maturities of these securities will vary and
will tend to  be shorter  than those  of the  underlying mortgages.  Due to  the
prepayment feature and the

                                      A-1
<PAGE>
need  to  reinvest  prepayments  of principal  at  current  market  rates, these
securities can be  less effective than  typical bonds of  similar maturities  at
"locking  in"  yields during  periods of  declining  interest rates.  Like other
fixed-income investments, the value of mortgage-related securities will tend  to
rise  when interest rates fall and to fall when interest rates rise. Their value
may  also  change   due  to   changes  in   the  market's   perception  of   the
creditworthiness  of the entity  that issues or  guarantees them. For additional
information  regarding  mortgage-backed   securities,  see   the  Statement   of
Additional Information.

    U.S.  Government securities may be acquired by the Portfolios in the form of
separately traded  principal and  interest components  of securities  issued  or
guaranteed  by  the  U.S. Treasury.  The  principal and  interest  components of
selected securities  are  traded independently  under  the Separate  Trading  of
Registered  Interest and Principal  of Securities ("STRIPS")  program. Under the
STRIPS program, the principal and interest components are individually  numbered
and  separately  issued  by  the  U.S. Treasury  at  the  request  of depository
financial institutions,  which then  trade  the component  parts  independently.
Obligations  of  Resolution  Funding  Corporation  are  similarly  divided  into
principal and  interest components  and  maintained as  such on  the  book-entry
records of the Federal Reserve Banks.

    In  addition, the Portfolios may invest  in custodial receipts that evidence
ownership of future  interest payments,  principal payments or  both on  certain
U.S.  Treasury notes or bonds in connection with programs sponsored by banks and
brokerage firms. Such notes and bonds are held in custody by a bank on behalf of
the owners of the receipts. These custodial receipts are known by various names,
including "Treasury Receipts" ("TRs"), ("TIGRs") and "Certificates of Accrual on
Treasury Securities" ("CATS"), and may not be deemed U.S. Government securities.

    The Portfolios may also  invest from time to  time in collective  investment
vehicles,  the assets of which consist principally of U.S. Government securities
or other assets  substantially collateralized or  supported by such  securities,
such as government trust certificates.

    The  U.S. Government  securities in which  the Portfolios invest  do not, in
general, have as high a yield  as more speculative securities or securities  not
supported  by the  U.S. Government  or its  agencies or  instrumentalities. When
interest rates  increase,  the  value  of debt  securities  and  shares  of  the
Portfolios can be expected to decline.

ASSET-BACKED SECURITIES

    The  Lincoln Government Income  and Lincoln Corporate  Income Portfolios may
purchase asset-backed securities,  which represent  a participation  in, or  are
secured  by  and payable  from,  a stream  of  payments generated  by particular
assets, most often a  pool of assets similar  to one another. Assets  generating
such  payments will consist  of motor vehicle  installment purchase obligations,
credit card receivables, other financial receivables and home equity loans.  See
the Statement of Additional Information.

REPURCHASE AGREEMENTS

    The Portfolios may enter into repurchase agreements, under which a Portfolio
buys  a security  (typically a  U.S. Government  security or  other money market
security) and obtains a  simultaneous commitment from  the seller to  repurchase
the  security at a specified  time and price. The  seller must maintain with the
Fund's Custodian  collateral equal  to at  least 100%  of the  repurchase  price
including   accrued  interest,  as   monitored  daily  by   the  Advisor  and/or
Sub-Advisor. A Portfolio  only will enter  into repurchase agreements  involving
securities in which it could otherwise invest and with banks, brokers or dealers
deemed  by the Board  of Directors to  be creditworthy. If  the seller under the
repurchase agreement defaults, the  Portfolio may incur a  loss if the value  of
the  collateral securing  the repurchase  agreement has  declined and  may incur
disposition costs in connection with  liquidating the collateral. If  bankruptcy
proceedings  are  commenced with  respect to  the  seller, realization  upon the
collateral by the Portfolio may be delayed or limited.

WHEN-ISSUED SECURITIES AND FIRM COMMITMENT AGREEMENTS

    All of  the Portfolios  may purchase  securities on  a delayed  delivery  or
"when-issued"  basis  and enter  into  firm commitment  agreements (transactions
whereby the payment obligation and  interest rate are fixed  at the time of  the
transaction  but the settlement is delayed). The transactions may involve either
corporate, municipal  or  government  securities. A  Portfolio  as  a  purchaser
assumes the risk of any decline in value of the

                                      A-2
<PAGE>
security  beginning on the date of the agreement or purchase. The Portfolios may
invest in when-issued securities in order  to take advantage of securities  that
may be especially under or over valued when trading on a when-issued basis.

    Each  Portfolio will segregate  liquid assets such  as cash, U.S. Government
securities or  other  appropriate  high  grade debt  obligations  in  an  amount
sufficient to meet its payment obligations in these transactions. Although these
transactions  will not be entered into for  leveraging purposes, to the extent a
Portfolio's aggregate commitments under  these transactions exceed its  holdings
of  cash and  securities that do  not fluctuate  in value (such  as money market
instruments), the Portfolio temporarily will  be in a leveraged position  (i.e.,
it  will have  an amount greater  than its  net assets subject  to market risk).
Should market values  of a  Portfolio's portfolio securities  decline while  the
Fund  is in a leveraged  position, greater depreciation of  its net assets would
likely occur than were it not in such a position. The Portfolios will not borrow
money  to  settle  these  transactions  and,  therefore,  will  liquidate  other
portfolio   securities  in  advance  of  settlement  if  necessary  to  generate
additional cash to meet their obligations thereunder.

MONEY MARKET INSTRUMENTS

    With the exception of the Lincoln Cashfund Portfolio, all of the  Portfolios
may  invest in money market instruments without limit for temporary or defensive
purposes. These are shorter-term debt securities generally maturing in one  year
or  less which  include (1)  commercial paper (short-term  notes up  to 9 months
issued by corporations or governmental bodies), (2) commercial bank  obligations
(certificates  of deposit (interest-bearing time deposits), bankers' acceptances
(time drafts  on  a  commercial  bank where  the  bank  accepts  an  irrevocable
obligation  to  pay  at  maturity),  and  documented  discount  notes (corporate
promissory discount notes accompanied by a  commercial bank guarantee to pay  at
maturity)), (3) corporate bonds and notes (corporate obligations that mature, or
that  may be  redeemed, in one  year or  less), (4) variable  rate demand notes,
short-term  tax-exempt  obligations  and  (5)  savings  association  obligations
(certificates  of deposit  issued by  mutual savings  banks or  savings and loan
associations).  Although   certain  floating   or  variable   rate   obligations
(securities  which  have  a  coupon  rate that  changes  at  least  annually and
generally more frequently) have maturities in excess of one year, they are  also
considered  to be  short-term debt securities.  In the case  of Lincoln Tax-Free
Income Portfolio, the Portfolio may invest in tax-free cash equivalents, such as
floating or variable rate demand notes, tax-exempt commercial paper and  general
obligation   and  revenue  notes  or  in   taxable  cash  equivalents,  such  as
certificates  of  deposit,  bankers  acceptances  and  time  deposits  or  other
short-term taxable investments such as repurchase agreements.

STRATEGIC TRANSACTIONS

    GENERAL.   The Portfolios  (other than the  Lincoln Cashfund Portfolio) may,
but are  not  required  to,  utilize  various  other  investment  strategies  as
described  below to hedge various market risks (such as interest rates, currency
exchange rates, and broad or specific equity or fixed-income market  movements),
to  manage the effective maturity or duration  of fixed income securities in the
Fund's portfolio or  to enhance  potential gain. Such  strategies are  generally
accepted  as  modern portfolio  management and  are  regularly utilized  by many
mutual funds and other institutional  investors. Techniques and instruments  may
change  over time as new instruments  and strategies are developed or regulatory
changes occur.  In  the course  of  pursuing these  investment  strategies,  the
Portfolio  may  purchase  and  sell derivative  securities.  In  particular, the
Portfolios may purchase  and sell exchange-listed  and over-the-counter put  and
call  options on securities, equity and fixed-income indices and other financial
instruments, purchase and sell financial futures contracts and options  thereon,
enter  into various  interest rate transactions  such as swaps,  caps, floors or
collars, and enter into various  currency transactions such as currency  forward
contracts,  currency futures contracts, currency  swaps or options on currencies
or  currency  futures  (collectively,  all  the  above  are  called   "Strategic
Transactions"). Strategic Transactions may be used to attempt to protect against
possible  changes in the market  value of securities held  in or to be purchased
for the Portfolio resulting  from securities markets  or currency exchange  rate
fluctuations,  to protect the  Portfolio's unrealized gains in  the value of its
portfolio securities, to facilitate the  sale of such securities for  investment
purposes,  to  manage  the  effective  maturity  or  duration  of  fixed  income
securities in a Portfolio, or to establish a position in the derivatives markets
as a temporary substitute for  purchasing or selling particular securities.  Any
or  all of these investment techniques  may be used at any  time and there is no
particular  strategy  that  dictates  the  use  of  one  technique  rather  than

                                      A-3
<PAGE>
another, as use of any Strategic Transaction is a function of numerous variables
including  market  conditions.  The  ability of  a  Portfolio  to  utilize these
Strategic  Transactions   successfully  will   depend   on  the   Advisor's   or
Sub-Advisor's  ability to  predict pertinent  market movements,  which cannot be
assured. The Portfolios will comply with applicable regulatory requirements when
implementing   these   strategies,   techniques   and   instruments.   Strategic
Transactions  involving financial futures and options thereon will be purchased,
sold or entered into  only for bona fide  hedging, risk management or  portfolio
management  purposes and  not for  speculative purposes.  Additional information
relating to certain financial instruments or  strategies is set forth below.  In
addition,  see "Special Risks of Strategic  Transactions" below for a discussion
of certain risks.

   
    LIMITATIONS ON FUTURES AND OPTIONS TRANSACTIONS.  A Portfolio will not enter
into any futures contract or option on a futures  contract if, as a result,  the
sum of initial  margin  deposits on futures  contracts  and related  options and
premiums paid for options on futures  contracts the Portfolios  have  purchased,
after taking into account unrealized profits and losses on such contracts, would
exceed 5% of the Portfolios' net asset value without reference to the definition
of "bona fide hedging  transactions and positions" under the Commodity  Exchange
Act, as amended,  or unless the futures  contract is covered by cash  equivalent
set-asides equal to the total contract value.
    

    In  addition  to the  above limitations,  each Portfolio  will not  (a) sell
futures contracts, purchase put options or  write call options if, as a  result,
more  than 25% of  a Portfolio's total  assets would be  hedged with futures and
options under normal  conditions; (b)  purchase futures contracts  or write  put
options  if, as  a result,  a Portfolio's  total obligations  upon settlement or
exercise of purchased futures contracts and written put options would exceed 25%
of its total assets; or (c) purchase  call options if, as a result, the  current
value  of option premiums for call options purchased by a Portfolio would exceed
5% of the Portfolio's  total assets. These limitations  do not apply to  options
attached to or acquired or traded together with their underlying securities, and
do not apply to securities that incorporate features similar to options.

    The  limitations  on the  Portfolios' investments  in futures  contracts and
options, and the  Portfolios' policies regarding  futures contracts and  options
discussed  elsewhere  are  not  fundamental  policies  and  may  be  changed  as
regulatory agencies permit.

    OPTIONS TRANSACTIONS.  The  Portfolios may purchase  and write (i.e.,  sell)
put  and call options on  securities and currencies that  are traded on national
securities exchanges or in the over-the-counter  market to enhance income or  to
hedge  their portfolios. A  call option gives  the purchaser, in  exchange for a
premium paid, the right for a specified period of time to purchase securities or
currencies subject to  the option at  a specified price  (the exercise price  or
strike price). When a Portfolio writes a call option, the Portfolio gives up the
potential  for gain on the underlying securities in excess of the exercise price
of the option.

    A put option gives the purchaser, in  return for a premium, the right for  a
specified  period of time  to sell the  securities or currencies  subject to the
option to the writer of the put  at the specified exercise price. The writer  of
the  put option, in return for the premium, has the obligation, upon exercise of
the option, to  acquire the  securities underlying  the option  at the  exercise
price.  A Portfolio  might, therefore, be  obligated to  purchase the underlying
securities for more than their current market price.

                                      A-4
<PAGE>
    The Portfolios will write only "covered" options. An option is covered if  a
Portfolio  owns an offsetting  position in the  underlying security or maintains
cash, U.S. Government  securities or  other high-grade debt  obligations with  a
value  sufficient at all  times to cover  its obligations. See  the Statement of
Additional Information.

    FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS.  The Portfolios (other than the
Lincoln Tax-Free Income Portfolio and the Lincoln Cashfund  Portfolio) may enter
into forward foreign currency  exchange  contracts to protect the value of their
portfolios  against future changes in the level of currency  exchange rates. The
Portfolios  may enter into such  contracts  on a spot (i.e.,  cash) basis at the
rate then  prevailing in the currency  exchange market or on a forward basis, by
entering into a forward  contract to purchase or sell currency at a future date.
A Portfolio's dealings in forward contracts will be limited to hedging involving
either  specific  transactions  or  portfolio  positions.   Transaction  hedging
generally  arises  in  connection  with the  purchase  or sale of its  portfolio
securities  and  accruals of  interest or  dividends  receivable  and  Portfolio
expenses.  Position hedging generally arises with respect of existing  portfolio
security or currency positions.

    FUTURES CONTRACTS AND OPTIONS THEREON.  The Portfolios may purchase and sell
financial  futures  contracts and options thereon which are  exchange-listed  or
over-the-counter  for certain  hedging,  return  enhancement and risk management
purposes in accordance with regulations of the CFTC. These futures contracts and
related options will be on  interest-bearing  securities,  financial indices and
interest rate indices.  A financial futures contract is an agreement to purchase
or sell an agreed  amount of  securities  at a set  price  for  delivery  in the
future.

    A  Portfolio may not purchase or  sell futures contracts and related options
if immediately thereafter the  sum of the amount  of initial margin deposits  on
the  Portfolio's existing  futures and options  on futures and  premiums paid on
such related options  would exceed  5% of the  market value  of the  Portfolio's
total  assets. In  addition, the  value of all  futures contracts  sold will not
exceed the total market value of the Portfolio.

    SWAP AGREEMENTS.    The  Portfolios  may enter  into  interest  rate  swaps,
currency  swaps, and other  types of swap  agreements such as  caps, collars and
floors. In an interest rate swap, one party agrees to make regular payments of a
floating rate times a  "notional" principal amount in  return for payments of  a
fixed rate times the same amount. Swaps may also depend on other prices or rates
such as the value of an index or mortgage prepayment rates.

    Swap  agreements usually involve a small  investment of cash relative to the
magnitude of risk  assumed. As  a result,  swaps can  be very  volatile and  may
substantially impact a Portfolio's performance. Swap agreements are also subject
to  the risk of  a counterpart's ability to  perform (i.e., creditworthiness). A
Portfolio may also suffer loses if it is unable to terminate swap agreements  or
reduce exposure through offsetting transactions in a timely manner.

    SPECIAL  RISKS OF STRATEGIC  TRANSACTIONS.  Participation  in the options or
futures markets and in currency exchange transactions involves investment  risks
and  transaction costs to which a Portfolio  would not be subject absent the use
of  these  Strategic  Transactions.   If  the  Advisor's  and/or   sub-advisor's
prediction of movements in the direction of the securities, foreign currency and
interest  rate markets are  inaccurate, the adverse  consequences to a Portfolio
may leave the Portfolio in a worse position than if such Strategic  Transactions
were not used. Risks inherent in the use of options, foreign current and futures
contracts  and  options  on  futures contracts  include  (1)  dependence  on the
Advisor's and/or  sub-advisor's  ability to  predict  current movements  in  the
direction  of  interest  rates,  securities  prices  and  currency  markets; (2)
imperfect correlation between  the price  of options and  futures contracts  and
options  thereon and movements in the prices of securities being hedged; (3) the
fact that skills need to use these strategies are different from those needed to
select portfolio  securities; (4)  the possible  absence of  a liquid  secondary
market for any particular instrument at any time; (5) the possible need to defer
closing  out certain hedged positions to avoid adverse tax consequences; and (6)
the possible inability of a Portfolio  to purchase or sell a portfolio  security
at  a time that  otherwise would be favorable  for it to do  so, or the possible
need for a Fund to sell a  portfolio security at a disadvantageous time, due  to
the  need for  a Portfolio  to maintain  "cover" or  to segregate  securities in
connection with Strategic  Transactions. Although the  use of futures  contracts
and  options transactions for hedging  should tend to minimize  the risk of loss
due  to   a   decline  in   the   value  of   the   hedged  position,   at   the

                                      A-5
<PAGE>
same  time they  tend to  limit any  potential gain  which might  result from an
increase in  value  of  such  position.  Finally,  the  daily  variation  margin
requirements  for  futures contracts  would create  a greater  ongoing potential
financial risk than would purchase of options, where the exposure is limited  to
the  cost of  the initial  premium. Losses resulting  from the  use of Strategic
Transactions would reduce net asset value, and possibly income, and such  losses
can  be greater than  if the Strategic  Transactions had not  been utilized. The
Strategic Transactions that the Portfolios may  use and some of their risks  are
described  more  fully  in  the Statement  of  Additional  Information.  See the
Statement of Additional Information.

    Each Portfolio's ability to engage  in Strategic Transactions is limited  by
the  requirements  of  the  Internal  Revenue  Code  of  1986,  as  amended, for
qualification as a regulated investment company. See the Statement of Additional
Information.

                                      A-6


<PAGE>

LINCOLN ADVISOR FUNDS, INC.
200 East Berry Street - Fort Wayne, Indiana  46802

STATEMENT OF ADDITIONAL INFORMATION                         __________________

   
This  Statement  of  Additional  Information  expands upon and  supplements  the
information  contained in the current  Prospectus of the Lincoln  Advisor Funds,
Inc. (the "Fund"),  dated March 1, 1996, as amended or supplemented from time to
time, and should be read in conjunction with the Fund's  Prospectus.  The Fund's
Prospectus  may  be  obtained  by  calling  the  Fund's   shareholder   services
representative at 1-800-9ADVISOR (1-800-923-8476).  This Statement of Additional
Information,  although not in itself a prospectus,  is incorporated by reference
into the Prospectus in its entirety.
    

CONTENTS

   
Investment Objectives and Policies ........................................   1
Investment Restrictions ...................................................  23
Management ................................................................  25
Dividends, Distributions and Taxes ........................................  38
Purchase and Redemption of Shares .........................................  44
Execution of Portfolio Transactions .......................................  47
Calculation of Performance Data ...........................................  49
Net Asset Value ...........................................................  52
Shareholder Services ......................................................  54
General Information .......................................................  55
Appendix A - Description of Security Ratings .............................. A-1
Financial Statements ......................................................  58
    


<PAGE>


                       INVESTMENT OBJECTIVES AND POLICIES

   
    The  Fund  is  an  open-end,   diversified   management  investment  company
consisting of nine separate  Portfolios (each a "Portfolio" and collectively the
"Portfolios"):  the Lincoln Growth and Income Portfolio,  the Lincoln Enterprise
Portfolio,   the  Lincoln  U.S.  Growth  Portfolio,  the  Lincoln  World  Growth
Portfolio,  the Lincoln New Pacific  Portfolio,  the Lincoln  Government  Income
Portfolio,  the Lincoln Corporate Income Portfolio,  the Lincoln Tax-Free Income
Portfolio  and the Lincoln  Cashfund  Portfolio.  This  Statement of  Additional
Information  is  applicable  to  all  of  the  Portfolios.   Lincoln  Investment
Management,  Inc. (the "Investment Advisor") serves as the Investment Advisor to
the Fund.  Beutel,  Goodman Capital Management serves as the Sub-Advisor for the
Lincoln  Growth  and  Income  Portfolio;  Lynch  &  Mayer,  Inc.  serves  as the
Sub-Advisor for the Lincoln Enterprise Portfolio;  Provident Investment Counsel,
a wholly owned subsidiary of United Asset Management Corporation,  serves as the
Sub-Advisor  for the Lincoln  U.S.  Growth  Portfolio;  Walter  Scott & Partners
Limited serves as the  Sub-Advisor for the Lincoln World Growth  Portfolio;  and
John Govett & Co. Limited, a majority owned indirect subsidiary of the AIB Group
of Companies,  serves as the Sub-Advisor for the Lincoln New Pacific  Portfolio.
Each of the foregoing  Sub-Advisors are referred to herein as a "Sub-Advisor" or
collectively as "Sub-Advisors".
    

        The Prospectus discusses the Portfolios'  investment  objectives and the
policies  followed  to  achieve  those  objectives.   The  following  discussion
supplements  the  description  of  the  Portfolios'  investment  objectives  and
policies in the  Prospectus.  Capitalized  terms that are not defined herein are
defined in the Fund's Prospectus.

LOWER-RATED DEBT SECURITIES

        Each  of the  Portfolios,  except  for  the  Lincoln  Government  Income
Portfolio and the Lincoln  Cashfund  Portfolio,  may purchase  lower-rated  debt
securities  which  are  securities  that are  rated  lower  than Baa by  Moody's
Investors  Service,  Inc.  ("Moody's")  or lower  than BBB by  Standard & Poor's
Corporation ("S&P"). These securities are often considered to be speculative and
involve  significantly  higher risk of default on the payment of  principal  and
interest or are more likely to experience  significant  price fluctuation due to
changes in the issuer's creditworthiness.  Market prices of these securities may
fluctuate more than higher-rated  debt securities and may decline  significantly
in periods of general  economic  difficulty  which may follow  periods of rising
interest  rates.  While the market for high yield  corporate debt securities has
been in existence for many years and has weathered previous economic  downturns,
the  market  in  recent  years  has  experienced  a  dramatic  increase  in  the
large-scale  use  of  such  securities  to  fund  highly   leveraged   corporate
acquisitions and restructurings. Accordingly, past experience may not provide an
accurate  indication  of  future  performance  of the high  yield  bond  market,
especially  during periods of economic  recession.  See "Description of Security
Ratings" herein.

        The market for  lower-rated  securities may be less active than that for
higher-rated  securities,  which can adversely  affect the prices at which these
securities can be sold. If market quotations are not available, these securities
will be  valued  in  accordance  with  procedures  established  by the  Board of
Directors,  including  the use of outside  pricing  services.  Judgment  plays a
greater role in valuing high yield  corporate debt  securities  than is the case
for  securities  for which more external  sources for  quotations  and last-sale
information are available.  Adverse publicity and changing investor  perceptions
may affect the ability of outside pricing  services used by a Portfolio to value
its  portfolio  securities  and the  Portfolio's  ability  to  dispose  of these
lower-rated debt securities.

                                       -1-
<PAGE>

        Since the risk of default is higher for  lower-quality  securities,  the
Investment  Advisor's  and/or  applicable   Sub-Advisor's  research  and  credit
analysis is an integral  part of managing any  securities of this type held by a
Portfolio.  In considering  investments for a Portfolio,  the Investment Advisor
and /or  Sub-Advisor,  if  any,  will  attempt  to  identify  those  issuers  of
high-yielding  securities  whose financial  condition is adequate to meet future
obligations,  has  improved,  or is  expected  to  improve  in the  future.  The
Investment  Advisor's and/or  Sub-Advisor's  analysis focuses on relative values
based on such factors as interest or dividend coverage, asset coverage, earnings
prospects,  and the experience and managerial strength of the issuer.  There can
be no assurance that such analysis will prove accurate.

        A Portfolio may choose, at its expense or in conjunction with others, to
pursue litigation or otherwise exercise its rights as security holder to seek to
protect the  interests of security  holders if it  determines  this to be in the
best interest of shareholders.

MORTGAGE-BACKED SECURITIES

        Each Portfolio may invest in mortgage-related securities including those
representing an undivided ownership interest in a pool of mortgages.

        GOVERNMENT  NATIONAL  MORTGAGE  ASSOCIATION  CERTIFICATES.  Certificates
issued  by  the   Government   National   Mortgage   Association   ("GNMA")  are
mortgage-backed  securities  representing  part  ownership of a pool of mortgage
loans,  which are issued by lenders such as mortgage  bankers,  commercial banks
and savings and loan associations, and are either insured by the Federal Housing
Administration  or  guaranteed by the Veterans  Administration.  A pool of these
mortgages  is  assembled  and,  after  being  approved  by GNMA,  is  offered to
investors  through  securities  dealers.  The  timely  payment of  interest  and
principal on each  mortgage is  guaranteed  by GNMA and backed by the full faith
and credit of the U.S. Government.

        Principal  is paid back  monthly  by the  borrower  over the term of the
loan.  Investment  of  prepayments  may occur at higher or lower  rates than the
anticipated  yield on the  certificates.  Due to the prepayment  feature and the
need to  reinvest  prepayments  of  principal  at  current  market  rates,  GNMA
certificates  can be less effective than typical bonds of similar  maturities at
"locking  in"  yields  during  periods  of  declining   interest   rates.   GNMA
certificates  typically  appreciate or decline in market value during periods of
declining or rising interest rates,  respectively.  Due to the regular repayment
of principal and the prepayment  feature,  the effective  maturities of mortgage
pass-through  securities are shorter than stated maturities,  will vary based on
market conditions and cannot be predicted in advance.  The effective  maturities
of newly-issued GNMA certificates  backed by relatively new loans at or near the
prevailing interest rates are generally assumed to range between approximately 9
and 12 years.

        FNMA  AND  FHLMC  MORTGAGE-BACKED   OBLIGATIONS.  The  Federal  National
Mortgage  Association   ("FNMA"),  a  federally  chartered  and  privately-owned
corporation,  issues pass-through securities representing interests in a pool of
conventional mortgage loans. FNMA guarantees the timely payment of principal and
interest  but this  guarantee  is not backed by the full faith and credit of the
U.S.  Government.  The  Federal  Home Loan  Mortgage  Corporation  ("FHLMC"),  a
corporate   instrumentality  of  the  U.S.   Government,   issues  participation
certificates  which  represent  an interest in a pool of  conventional  mortgage
loans.  FHLMC  guarantees  the  timely  payment  of  interest  and the

                                      -2-
<PAGE>

ultimate  collection of principal,  and  maintains  reserves to protect  holders
against losses due to default,  but the  certificates are not backed by the full
faith and credit of the U.S. Government.

        As is the case  with  GNMA  certificates,  the  actual  maturity  of and
realized yield on particular  FNMA and FHLMC  pass-through  securities will vary
based on the  prepayments  of the  underlying  pool of  mortgages  and cannot be
predicted.

        OTHER MORTGAGE-BACKED SECURITIES. The Lincoln Government Income, Lincoln
Corporate  Income  and  Lincoln   Tax-Free  Income   Portfolios  may  invest  in
mortgage-backed  securities issued by financial  institutions such as commercial
banks,   savings  and  loan   associations,   mortgage  bankers  and  securities
broker-dealers   (or  separate   trusts  or  affiliates  of  such   institutions
established  to issue  these  securities).  These  securities  include  mortgage
pass-through  certificates,  collateralized mortgage obligations ("CMOs") (which
include  real  estate  mortgage  investment  conduits  as  authorized  under the
Internal Revenue Code of 1986) or mortgage-backed  bonds. Each class of bonds in
a CMO series may have a different  maturity  than the other  classes of bonds in
the series and may bear a  different  coupon.  The  different  maturities  occur
because payments of principal,  both regular  principal  payments as well as any
prepayments  are  passed  through  first to the  holders  of the class  with the
shortest maturity until it is completely retired. Thereafter, principal payments
are  passed  through  to the next  class of bonds in the  series,  until all the
classes  have  been  paid  off.  As a  result,  an  acceleration  in the rate of
prepayments may also be associated with declining interest rates, shortening the
expected life of each class, with the greatest cash flow impact on those classes
with the shortest  maturities.  Should the rate of prepayments slow down, as may
happen  in times of rising  interest  rates,  the  expected  life of each  class
lengthens,  again with the greatest  cash flow impact on those  classes with the
shortest  maturities.  In the case of some CMO series,  each class may receive a
different  proportion of the monthly  interest and  principal  repayments on the
underlying  collateral.  In these series the classes have proportionally greater
interests  in principal  repayments  generally  and would be more  affected by a
change  in the rate of  prepayments  although  the  percentage  impact  on those
classes consisting mostly of interest payments could be greater.

        ASSET-BACKED  SECURITIES.  The  Lincoln  Government  Income and  Lincoln
Corporate Income Portfolios may invest in bonds or notes backed by loan paper or
accounts  receivable  originated  by  banks,  credit  card  companies,  or other
providers of credit.  These  securities are often "enhanced" by a bank letter of
credit or by  insurance  coverage  provided  by an  institution  other  than the
issuer;  such an  enhancement  typically  covers only a portion of the par value
until exhausted.  Generally,  the originator of the loan or accounts  receivable
paper sells it to a specially  created trust,  which repackages it as securities
with a term of five years or less. Examples of these types of securities include
"certificates for automobile  receivables"  (commonly referred to as "CARs") and
bonds backed by credit card loan receivables  (commonly  referred to as "plastic
bonds").  The loans underlying these securities are subject to prepayments which
can  decrease  maturities  and  returns.  The  values  of these  securities  are
ultimately  dependent upon payment of the underlying  loans by individuals,  and
the holders  generally  have no recourse  against the  originator  of the loans.
Holders of these  securities may  experience  losses or delays in payment if the
original  payments  of  principal  and  interest  are not made to the trust with
respect  to the  underlying  loans.  The  values  of these  securities  also may
fluctuate due to changes in the market perception of the creditworthiness of the
servicing  agent for the loan pool, the originator of the loan, or the financial
institution providing the credit enhancement.

                                      -3-

<PAGE>

FOREIGN INVESTMENTS

        The Lincoln World Growth and Lincoln New Pacific  Portfolios  may invest
substantially  all of  their  assets  in  foreign  investments.  Certain  of the
Portfolios  may  invest the  following  percentages  of their  assets in foreign
securities:   the  Lincoln  Growth  and  Income  Portfolio  (15%),  the  Lincoln
Enterprise  Portfolio  (15%),  the Lincoln U.S.  Growth  Portfolio (20%) and the
Lincoln  Tax-Free  Income  Portfolio  (10%).  Foreign  investments  can  involve
significant  risks in addition to the risks  inherent in U.S.  investments.  The
value of  securities  denominated  in or indexed to foreign  currencies,  and of
dividends  and interest  from such  securities,  can change  significantly  when
foreign  currencies  strengthen or weaken relative to the U.S.  dollar.  Foreign
securities  markets  generally  have less trading volume and less liquidity than
U.S.  markets,  and prices on some foreign markets can be highly volatile.  Many
foreign countries lack uniform accounting and disclosure standards comparable to
those  applicable  to U.S.  companies,  and it may be more  difficult  to obtain
reliable  information  regarding an issuer's financial condition and operations.
In  addition,  the costs of  foreign  investing,  including  withholding  taxes,
brokerage  commissions,  and custodial costs, are generally higher than for U.S.
investments.

        Foreign  markets  may  offer  less  protection  to  investors  than U.S.
markets. Foreign issuers, brokers, and securities markets may be subject to less
government  supervision.  Foreign  security trading  practices,  including those
involving  the  release of assets in advance of payment,  may involve  increased
risks in the event of a failed trade or the insolvency of a  broker-dealer,  and
may involve substantial delays. It may also be difficult to enforce legal rights
in foreign countries.

        Investing abroad also involves  different  political and economic risks.
Foreign investments may be affected by actions of foreign governments adverse to
the interests of U.S.  investors,  including the possibility of expropriation or
nationalization  of  assets,   confiscatory   taxation,   restrictions  on  U.S.
investment or on the ability to repatriate  assets or convert currency into U.S.
dollars, or other government intervention. There may be a greater possibility of
default by foreign  governments  or  foreign  government-sponsored  enterprises.
Investments  in  foreign  countries  also  involve  a risk of  local  political,
economic,  or  social  instability,   military  action  or  unrest,  or  adverse
diplomatic  developments.  There is no assurance that the Investment  Advisor or
Sub-Advisor will be able to anticipate or counter these potential events.

        The considerations noted above generally are intensified for investments
in  developing  countries.  Developing  countries may have  relatively  unstable
governments,  economies based on only a few industries,  and securities  markets
that trade a small number of securities.

        The Portfolios may invest in foreign securities that impose restrictions
on transfer  within the United States or to U.S.  persons.  Although  securities
subject to transfer  restrictions  may be  marketable  abroad,  they may be less
liquid than  foreign  securities  of the same class that are not subject to such
restrictions.

        American  Depository  Receipts and European  Depository Receipts ("ADRs"
and "EDRs") are certificates  evidencing  ownership of shares of a foreign-based
issuer held in trust by a bank or similar  financial  institution.  Designed for
use in U.S. and European  securities  markets,  respectively,  ADRs and EDRs are
alternatives  to the purchase of the  underlying  securities  in their  national
markets and currencies.

                                      -4-
<PAGE>

        The Lincoln  Cashfund  Portfolio may invest in  certificates  of deposit
which are issued or  guaranteed  by banks,  including  foreign  banks.  The term
"certificate of deposit" includes both Eurodollar  certificates of deposit,  for
which there is generally a market, and Eurodollar time deposits, for which there
is generally not a market. Eurodollars are U.S. dollars deposited in branches of
banks outside the United States.

MORTGAGE DOLLAR ROLLS

         Each  Portfolio  may enter into  mortgage  "dollar  rolls" in which the
Portfolio sells mortgage-backed securities for delivery in the current month and
simultaneously  contracts to repurchase substantially similar (same type, coupon
and maturity)  securities on a specified future date.  Dollar roll  transactions
consist of the sale by a Portfolio of mortgage-backed securities,  together with
a commitment to purchase similar, but not necessarily identical, securities at a
future date.  Any  difference  between the sale price and the purchase  price is
netted  against the interest  income  foregone on the securities to arrive at an
implied  borrowing  (reverse  repurchase)  rate.  Alternatively,  the  sale  and
purchase  transactions  which  constitute the dollar roll can be executed at the
same price,  with the Portfolio being paid a fee as  consideration  for entering
into the  commitment  to  purchase.  Dollar  rolls may be renewed  prior to cash
settlement  and  initially may involve only a firm  commitment  agreement by the
Portfolio to buy a security.  If the  broker-dealer  to whom the Portfolio sells
the security becomes insolvent,  the Portfolio's right to purchase or repurchase
the security may be restricted;  the value of the security may change  adversely
over the term of the dollar roll; the security that the Portfolio is required to
repurchase  may be worth less than the security  that the  Portfolio  originally
held,  and the return earned by the Portfolio with the proceeds of a dollar roll
may not exceed  transaction  costs. The Portfolio will place U.S.  Government or
other  liquid,  high  quality  assets  in a  segregated  account  in  an  amount
sufficient to cover its repurchase obligation.

OPTIONS ON FOREIGN AND U.S. CURRENCIES AND SECURITIES

         The Portfolios, except for the Lincoln Cashfund Portfolio, may purchase
and sell (write) put and call options on securities, although the present intent
is to write only covered call  options.  These  covered call options must remain
covered so long as a Portfolio is obligated as a writer.  A call option  written
by a Portfolio is "covered" if the Portfolio  owns the security  underlying  the
option or has an absolute and immediate  right to acquire that security  without
additional cash  consideration (or for additional cash  consideration  held in a
segregated account by the Fund's Custodian) upon conversion or exchange of other
securities  held in its portfolio.  A call option is also covered if a Portfolio
holds on a share-for-share basis a call on the same security as the call written
where the exercise  price of the call held is equal to or less than the exercise
price of the call written or greater than the exercise price of the call written
if the  difference is maintained  by the  Portfolio in cash,  treasury  bills or
other high grade,  short-term debt obligations in a segregated  account with the
Fund's  Custodian.  The premium paid by the purchaser of an option will reflect,
among other things,  the  relationship of the exercise price to the market price
and  volatility of the  underlying  security,  the remaining term of the option,
supply and demand and interest rates.

        If the writer of an option wishes to terminate the obligation, he or she
may effect a "closing purchase  transaction."  This is accomplished by buying an
option of the same series as the option  previously  written.  The effect of the
purchase  is that  the  writer's  position  will  be  canceled  by the  clearing
corporation.  However,  a writer may not effect a closing  purchase  transaction
after he or she has been  notified of the exercise of an option.  Similarly,  an
investor  who is the holder of an option

                                      -5-
<PAGE>

may  liquidate  his or her position by effecting a "closing  sale  transaction."
This is  accomplished  by  selling  an option of the same  series as the  option
previously purchased.  There is no guarantee that either a closing purchase or a
closing sale  transaction  can be effected.  To secure the obligation to deliver
the underlying  security in the case of a call option,  the writer of the option
(whether an exchange-traded option or a NASDAQ option) is required to pledge for
the benefit of the broker the underlying  security or other assets in accordance
with the rules of The Options Clearing  Corporation  (OCC), the Chicago Board of
Trade  and  the  Chicago  Mercantile  Exchange,   institutions  which  interpose
themselves  between  buyers and sellers of options.  Technically,  each of these
institutions assumes the other side of every purchase and sale transaction on an
exchange and, by doing so, guarantees the transaction.

        An option position may be closed out only on an exchange, board of trade
or other trading facility which provides a secondary market for an option of the
same series.  Although a Portfolio will  generally  purchase or write only those
options for which there appears to be an active  secondary  market,  there is no
assurance  that a liquid  secondary  market  on an  exchange  or  other  trading
facility will exist for any particular  option,  or at any particular  time, and
for some options no secondary  market on an exchange or otherwise may exist.  In
such event it might not be possible to effect closing transactions in particular
options,  with the result that the Portfolio  would have to exercise its options
in order to realize any profit and would incur  brokerage  commissions  upon the
exercise  of call  options and upon the  subsequent  disposition  of  underlying
securities acquired through the exercise of call options or upon the purchase of
underlying  securities  for the  exercise of put  options.  If a Portfolio  as a
covered call option writer is unable to effect a closing purchase transaction in
a secondary  market,  it will not be able to sell the underlying  security until
the option expires or it delivers the underlying security upon exercise.

        Reasons  for the  absence of a liquid  secondary  market on an  exchange
include the following: (i) there may be insufficient trading interest in certain
options; (ii) restrictions may be imposed by an exchange on opening transactions
or closing  transactions  or both;  (iii) trading  halts,  suspensions  or other
restrictions  may be imposed  with  respect to  particular  classes or series of
options or underlying securities;  (iv) unusual or unforeseen  circumstances may
interrupt normal operations on an exchange; (v) the facilities of an exchange or
a  clearing  corporation  may not at all times be  adequate  to  handle  current
trading  volume;  or (vi) one or more  exchanges  could,  for  economic or other
reasons,  decide or be compelled at some future date to discontinue  the trading
of options  (or a  particular  class or series of  options),  in which event the
secondary  market on that exchange (or in the class or series of options)  would
cease to exist,  although  outstanding  options on that  exchange  that had been
issued by a clearing  corporation  as a result of trades on that exchange  would
continue to be exercisable in accordance with their terms. There is no assurance
that higher than anticipated  trading activity or other unforeseen  events might
not,  at  times,  render  certain  of the  facilities  of  any  of the  clearing
corporations inadequate, and thereby result in the institution by an exchange of
special  procedures  which may interfere with the timely execution of customers'
orders.  However,  the OCC, based on forecasts  provided by the U.S.  exchanges,
believes  that its  facilities  are adequate to handle the volume of  reasonably
anticipated options transactions,  and such exchanges have advised such clearing
corporation  that they believe their  facilities will also be adequate to handle
reasonably anticipated volume.

                                      -6-
<PAGE>

OPTIONS ON STOCK INDICES

        Options on stock  indices are similar to options on stock  except  that,
rather than the right to take or make delivery of stock at a specified price, an
option on a stock index gives the holder the right to receive,  upon exercise of
the option, an amount of cash if the closing level of the stock index upon which
the option is based is greater than, in the case of a call, or less than, in the
case of a put, the exercise price of the option. This amount of cash is equal to
such difference between the closing price of the index and the exercise price of
the option expressed in dollars times a specified  multiple (the  "multiplier").
The writer of the option is obligated,  in return for the premium  received,  to
make delivery of this amount. Unlike stock options, all settlements are in cash.

        The  multiplier for an index option  performs a function  similar to the
unit of trading for a stock  option.  It  determines  the total dollar value per
contract of each point in the difference between the exercise price of an option
and the current level of the underlying  index. A multiplier of 100 means that a
one-point  difference  will yield $100.  Options on  different  indices may have
different multipliers.

        Except as  described  below,  a  Portfolio  will write  call  options on
indices only if on such date it holds a portfolio of  securities  at least equal
to the value of the index times the  multiplier  times the number of  contracts.
When a Portfolio writes a call option on a broadly-based stock market index, the
Portfolio will segregate or put into escrow with the Fund's Custodian, or pledge
to a broker as collateral for the option, cash, cash equivalents or at least one
"qualified  security"  with a market  value at the time the option is written of
not less than 100% of the current  index value  times the  multiplier  times the
number of contracts.  A Portfolio will write call options on broadly-based stock
market  indices only if at the time of writing it holds a diversified  portfolio
of stocks.

        If a Portfolio  has  written an option on an industry or market  segment
index,  it will so  segregate or put into escrow with the Fund's  Custodian,  or
pledge  to a broker  as  collateral  for the  option,  at least  ten  "qualified
securities,"  which are stocks of an issuer in such industry or market  segment,
with a market  value at the time the  option is written of not less than 100% of
the current index value times the multiplier times the number of contracts. Such
stocks will  include  stocks  which  represent  at least 50% of the  Portfolio's
holdings  in that  industry  or market  segment.  No  individual  security  will
represent more than 15% of the amount so segregated,  pledged or escrowed in the
case of  broadly-based  stock market index  options or 25% of such amount in the
case of industry or market segment index options.

        If at the  close  of  business,  the  market  value  of  such  qualified
securities  so  segregated,  escrowed or pledged falls below 100% of the current
index value times the multiplier times the number of contracts, a Portfolio will
segregate,  escrow or pledge an  amount in cash,  Treasury  bills or other  high
grade short-term debt obligations equal in value to the difference. In addition,
when a Portfolio writes a call on an index which is in-the-money at the time the
call is written,  the  Portfolio  will  segregate  with the Fund's  Custodian or
pledge to the broker as collateral,  cash,  U.S.  Government or other high grade
short-term  debt  obligations  equal in value to the amount by which the call is
in-the-money  times the  multiplier  times the number of  contracts.  Any amount
segregated  pursuant to the foregoing sentence may be applied to the Portfolio's
obligation to segregate additional amounts in the event that the market value of
the qualified  securities  falls below 100% of the current index value times the
multiplier times the number of contracts.  However,  if a Portfolio holds a call
on the same index as the call written where the exercise  price of the call held
is equal to or less than the exercise  price of the call written or greater than
the exercise  price of the call written if the  difference  is maintained by the

                                      -7-
<PAGE>

Portfolio  in  cash,   Treasury  bills  or  other  high  grade  short-term  debt
obligations in a segregated  account with the Fund's  Custodian,  it will not be
subject to the requirements described in this paragraph.

        RISKS OF OPTIONS ON STOCK  INDICES.  Index  prices may be  distorted  if
trading of certain securities  included in the index is interrupted.  Trading in
the index options also may be interrupted in certain  circumstances,  such as if
trading were halted in a substantial number of securities included in the index.
If this  occurred,  a Portfolio  would not be able to close out options which it
had purchased or written and, if restrictions  on exercise were imposed,  may be
unable to exercise an option it holds,  which could result in substantial losses
to the Portfolio. It is the Portfolios' policy to purchase or write options only
on indices  which  include a number of  securities  sufficient  to minimize  the
likelihood of a trading halt in the index.

        SPECIAL RISKS OF WRITING CALLS ON STOCK INDICES.  Unless a Portfolio has
other liquid assets which are  sufficient to satisfy the exercise of a call, the
Portfolio  would be  required  to  liquidate  portfolio  securities  in order to
satisfy the  exercise.  Because an exercise  must be settled  within hours after
receiving the notice of exercise, if a Portfolio fails to anticipate an exercise
it may have to borrow from a bank (in amounts not  exceeding 20% of the value of
the Portfolio's  total assets)  pending  settlement of the sale of securities in
its portfolio and would incur interest charges thereon.

        When a  Portfolio  has  written  a call,  there is also a risk  that the
market may decline  between the time the Portfolio has a call exercised  against
it, at a price which is fixed as of the  closing  level of the index on the date
of  exercise,  and the  time the  Portfolio  is able to sell  securities  in its
portfolio.  As with  stock  options,  a  Portfolio  will not learn that an index
option has been exercised  until the day following the exercise  date.  Unlike a
call on stock  where  the  Portfolio  would be able to  deliver  the  underlying
securities in  settlement,  the Portfolio may have to sell part of its portfolio
in order to make  settlement  in cash,  and the price of such  securities  might
decline  before  they can be sold.  This timing  risk makes  certain  strategies
involving more than one option  substantially more risky with index options than
with stock  options.  For example,  even if an index call which a Portfolio  has
written is "covered" by an index call held by the Portfolio with the same strike
price,  the Portfolio will bear the risk that the level of the index may decline
between the close of trading on the date the  exercise  notice is filed with the
clearing  corporation  and the  close  of  trading  on the  date  the  Portfolio
exercises the call it holds or the time the Portfolio  sells the call,  which in
either case would occur no earlier than the day  following  the day the exercise
notice was filed.

        OVER-THE-COUNTER  OPTIONS AND ILLIQUID  SECURITIES.  As indicated in the
Prospectus,  all Portfolios may deal in  over-the-counter  ("OTC") options.  The
Portfolios  understand  the position of the staff of the Securities and Exchange
Commission  ("SEC") to be that  purchased  OTC  options  and the assets  used as
"cover" for written OTC options are illiquid  securities.  The  Portfolios,  the
Investment  Advisor,  and the Sub-Advisors  disagree with this position and have
found the dealers with which they engage in OTC options  transactions  generally
agreeable  to and  capable  of  entering  into  closing  transactions.  As  also
indicated in the Prospectus, the Portfolios have adopted procedures for engaging
in OTC options for the purpose of reducing any potential  adverse impact of such
transactions upon the liquidity of each Portfolio's portfolio.

                                      -8-
<PAGE>

        As part of these  procedures the  Portfolios  will engage in OTC options
transactions only with primary dealers that have been  specifically  approved by
the Board of Directors of the Fund. The Fund and the  Investment  Advisor and/or
Sub-Advisors  believe that the approved  dealers should be agreeable and able to
enter into closing  transactions  if necessary and,  therefore,  present minimal
credit risks to the Portfolios.  The Portfolios anticipate entering into written
agreements  with those  dealers  to whom the  Portfolios  may sell OTC  options,
pursuant to which the Portfolios would have the absolute right to repurchase the
OTC options  from such dealers at any time at a price  determined  pursuant to a
formula set forth in certain no action  letters  published  by the SEC staff.  A
Portfolio will not engage in OTC options  transactions if the amount invested by
the  Portfolio in OTC options plus,  with respect to OTC options  written by the
Portfolio,  the amounts required to be treated as illiquid pursuant to the terms
of such  letters  (and the value of the assets used as cover with respect to OTC
option  sales which are not within the scope of such  letters),  plus the amount
invested  by the  Portfolio  in  illiquid  securities,  would  exceed 15% of the
Portfolio's total assets.  OTC options on securities other than U.S.  Government
securities  may not be within the scope of such  letters and,  accordingly,  the
amount  invested by a Portfolio in OTC options on such other  securities and the
value of the assets  used as cover with  respect to OTC option  sales  regarding
such non-U.S.  Government  securities will be treated as illiquid and subject to
the 15%  limitation on the  Portfolio's  assets that may be invested in illiquid
securities. See "Illiquid Investments" herein.

FUTURES CONTRACTS AND OPTIONS THEREON

        A futures  contract is an  agreement  in which the writer (or seller) of
the  contract  agrees to  deliver  to the buyer an amount of cash or  securities
equal to a specific  dollar amount times the  difference  between the value of a
specific  fixed-income security or index at the close of the last trading day of
the contract and the price at which the agreement is made. No physical  delivery
of the underlying securities is made. When the futures contract is entered into,
each  party  deposits  with  a  broker  or  in a  segregated  custodial  account
approximately 5% of the contract amount, called the "initial margin." Subsequent
payments to and from the broker,  called  "variation  margin," will be made on a
daily basis as the price of the underlying security or index fluctuates,  making
the long and short positions in the futures  contracts more or less valuable,  a
process  known as  "marking  to  market."  In the  case of  options  on  futures
contracts,  the holder of the option pays a premium and receives the right, upon
exercise of the option at a specified price during the option period,  to assume
a position in the futures  contract (a long position if the option is a call and
a short  position  if the option is a put).  If the option is  exercised  by the
holder before the last trading day during the option  period,  the option writer
delivers the futures  position,  as well as any balance in the writer's  futures
margin  account.  If it is exercised on the last trading day, the option  writer
delivers to the option holder cash in an amount equal to the difference  between
the option  exercise  price and the closing  level of the  relevant  security or
index on the date the option expires.

        Each Portfolio, except the Lincoln Cashfund Portfolio, intends to engage
in futures  contracts and options thereon as a hedge against changes,  resulting
from  market  conditions,  in the  value  of  securities  which  are held by the
Portfolio or which the Portfolio  intends to purchase,  in  accordance  with the
rules and  regulations of the Commodity  Futures  Trading  Commission  ("CFTC").
Additionally,  the Portfolios,  except for the Lincoln Cashfund  Portfolio,  may
write  options on futures  contracts  to realize  through the receipt of premium
income a greater  return  than  would be  realized  in a  Portfolio's  portfolio
securities alone.

                                      -9-
<PAGE>

        RISKS OF TRANSACTIONS IN FUTURES  CONTRACTS.  There are several risks in
connection with the use of futures contracts as a hedging device. Successful use
of futures contracts by a Portfolio is subject to the ability of the Portfolio's
Investment  Advisor  or  Sub-Advisor  to  correctly  predict  movements  in  the
direction of interest rates or changes in market  conditions.  These predictions
involve skills and  techniques  that may be different from those involved in the
management of the portfolio being hedged. In addition, there can be no assurance
that  there  will  be a  correlation  between  movements  in  the  price  of the
underlying  index or  securities  and  movements in the price of the  securities
which are the subject of the hedge. A decision of whether, when and how to hedge
involves the exercise of skill and judgment, and even a well-conceived hedge may
be unsuccessful  to some degree because of market behavior or unexpected  trends
in interest rates.

        Although certain Portfolios will purchase or sell futures contracts only
on exchanges where there appears to be an adequate secondary market, there is no
assurance  that a liquid  secondary  market on an  exchange  will  exist for any
particular  contract or at any  particular  time.  Accordingly,  there can be no
assurance that it will be possible,  at any particular  time, to close a futures
position.  In the event a Portfolio  could not close a futures  position and the
value of such position declined,  the Portfolio would be required to continue to
make daily cash  payments of variation  margin.  However,  in the event  futures
contracts have been used to hedge portfolio securities, such securities will not
be sold until the futures contract can be terminated. In such circumstances,  an
increase in the price of the  securities,  if any, may  partially or  completely
offset losses on the futures contract.  However,  there is no guarantee that the
price  movements  of the  securities  will,  in fact,  correlate  with the price
movements  in the  futures  contract  and thus  provide an offset to losses on a
futures contract.
       

        The hours of trading of futures  contracts  may not conform to the hours
during which a Portfolio may trade the underlying securities. To the extent that
the futures markets close before the securities  markets,  significant price and
rate movements can take place in the securities markets that cannot be reflected
in the futures market.

        FOREIGN CURRENCY TRANSACTIONS.  The Lincoln Growth and Income Portfolio,
the Lincoln Enterprise Portfolio, the Lincoln U.S. Growth Portfolio, the Lincoln
World  Growth  Portfolio,  the  Lincoln New  Pacific  Portfolio  and the Lincoln
Corporate Income Portfolio may hold foreign currency  deposits from time to time
and may convert dollars and foreign  currencies in the foreign exchange markets.
Currency   conversion   involves  dealer  spreads  and  other  costs,   although
commissions  usually are not  charged.  Currencies  may be  exchanged  on a spot
(i.e.,  cash) basis,  or by entering into forward  contracts to purchase or sell
foreign currencies at a future date and price.  Forward contracts  generally are
traded in an  interbank  market  conducted  directly  between  currency  traders
(usually large commercial  banks) and their customers.  The parties to a forward
contract may agree to offset or terminate the contract  before its maturity,  or
may hold the  contract  to  maturity  and  complete  the  contemplated  currency
exchange.

                                      -10-
<PAGE>

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS

        The Portfolios' dealings in forward contracts will be limited to hedging
involving  either  specific  transactions  or portfolio  positions.  Transaction
hedging is the  purchase or sale of forward  contracts  with respect to specific
receivables or payables of a Portfolio  generally arising in connection with the
purchase  or sale of its  portfolio  securities  and  accruals  of  interest  or
dividends  receivable and Portfolio expenses.  Position hedging is the sale of a
foreign  currency with respect to portfolio  security  positions  denominated or
quoted in that  currency.  A Portfolio may not position  hedge with respect to a
particular  currency  for an amount  greater  than the  aggregate  market  value
(determined at the time of making any sale of a forward  contract) of securities
held in its portfolio  denominated or quoted in, or currently  convertible into,
such currency.

        When a Portfolio  enters into a contract  for the  purchase or sale of a
security denominated in a foreign currency,  or when a Portfolio anticipates the
receipt in a foreign  currency of dividends  or interest  payments on a security
which it holds,  the Portfolio may desire to "lock in" the U.S.  dollar price of
the security or the U.S. dollar  equivalent of such dividend or interest payment
as the case may be. By entering  into a forward  contract  for a fixed amount of
dollars for the purchase or sale of the amount of foreign  currency  involved in
the underlying transactions,  a Portfolio will be able to protect itself against
a possible loss resulting from an adverse change in the relationship between the
U.S. dollar and the subject foreign  currency during the period between the date
on which the security is purchased or sold, or on which the dividend or interest
payment is declared, and the date on which such payments are made or received.

        Additionally,  when the Investment Advisor and/or applicable Sub-Advisor
believes  that  the  currency  of a  particular  foreign  country  may  suffer a
substantial  decline  against  the U.S.  dollar,  a  Portfolio  may enter into a
forward  contract for a fixed  amount of dollars,  to sell the amount of foreign
currency  approximating  the  value  of  some  or all of the  securities  of the
Portfolio denominated in such foreign currency.

        The Portfolios  may use currency  forward  contracts to manage  currency
risks and to  facilitate  transactions  in  foreign  securities.  The  following
discussion  summarizes the principal currency  management  strategies  involving
forward contracts that could be used by these Portfolios.

        In connection  with  purchases and sales of  securities  denominated  in
foreign currencies, a Portfolio may enter into currency forward contracts to fix
a definite  price for the purchase or sale in advance of the trade's  settlement
date.  This  technique  is  sometimes  referred  to as a  "settlement  hedge" or
"transaction  hedge". The Investment Advisor and/or Sub-Advisors expect to enter
into settlement hedges in the normal course of managing the Portfolios'  foreign
investments.  The Portfolios could also enter into forward contracts to purchase
or sell a foreign  currency  in  anticipation  of future  purchases  or sales of
securities  denominated in foreign  currency,  even if the specific  investments
have not yet been selected by the Investment Advisor and/or Sub-Advisor.


        The Portfolios may also use forward contracts to hedge against a decline
in the value of  existing  investments  denominated  in  foreign  currency.  For
example,  if a Portfolio owned  securities  denominated in pounds  sterling,  it
could enter into a forward  contract to sell pounds  sterling in return for U.S.
dollars to hedge against  possible  declines in the pound's value.  Such a hedge
(sometimes referred to as a "position hedge") would tend to offset both positive
and negative  currency

                                      -11-
<PAGE>

fluctuations,  but would not offset  changes in security  values caused by other
factors. The Portfolio could also hedge the position by selling another currency
expected to perform similarly to the pound sterling -- for example,  by entering
into a forward  contract to sell  Deutschemarks  or European  Currency  Units in
return for U.S. dollars.  This type of hedge,  sometimes referred to as a "proxy
hedge",  could offer  advantages in terms of cost,  yield,  or  efficiency,  but
generally will not hedge currency exposure as effectively as a simple hedge into
U.S.  dollars.  Proxy hedges may result in losses if the currency  used to hedge
does not perform  similarly to the currency in which the hedged  securities  are
denominated.

        Under certain  conditions,  SEC  guidelines  require mutual funds to set
aside cash and appropriate  liquid assets in a segregated  custodian  account to
cover currency  forward  contracts.  As required by SEC guidelines,  the Lincoln
Growth and Income Portfolio,  the Lincoln Enterprise Portfolio, the Lincoln U.S.
Growth Portfolio,  the Lincoln World Growth  Portfolio,  the Lincoln New Pacific
Portfolio and the Lincoln  Corporate  Income  Portfolio will segregate assets to
cover  currency  forward  contracts,   if  any,  whose  purpose  is  essentially
speculative.   The  Portfolios  will  not  segregate  assets  to  cover  forward
contracts,  including  settlement  hedges,  position  hedges,  and proxy hedges.
Successful  use of forward  currency  contracts  will  depend on the  Investment
Advisor's  and/or  Sub-Advisors'  skill in  analyzing  and  predicting  currency
values.  Forward contracts may substantially  change the Portfolios'  investment
exposure to changes in currency  exchange  rates,  and could result in losses to
the  Portfolios if currencies do not perform as the  Investment  Advisor  and/or
Sub-Advisors anticipate.  For example, if a currency's value rose at a time when
the Investment  Advisor and/or applicable  Sub-Advisor had hedged a Portfolio by
selling that currency in exchange for dollars,  the Portfolio would be unable to
participate in the  currency's  appreciation.  If the Investment  Advisor and/or
applicable   Sub-Advisor  hedges  currency  exposure  through  proxy  hedges,  a
Portfolio could realize currency losses from the hedge and the security position
at the same time if the two currencies do not move in tandem.  Similarly, if the
Investment  Advisor  and/or  Sub-Advisor  increases a Portfolio's  exposure to a
foreign currency, and that currency's value declines, the Portfolio will realize
a loss. There is no assurance that the Investment Advisor's and/or Sub-Advisors'
use of forward currency contracts will be advantageous to the Portfolios or that
it will hedge at an appropriate time.

FOREIGN CURRENCY OPTIONS

        The  Lincoln  Growth  and  Income  Portfolio,   the  Lincoln  Enterprise
Portfolio,   the  Lincoln  U.S.  Growth  Portfolio,  the  Lincoln  World  Growth
Portfolio,  the Lincoln New Pacific  Portfolio and the Lincoln  Corporate Income
Portfolio  may  purchase  U.S.  exchange-listed  call and put options on foreign
currencies.  Such options on foreign  currencies operate similarly to options on
securities.  Options on foreign  currencies are affected by all of those factors
which influence foreign exchange rates and investments generally.

        The value of a foreign  currency  option is dependent  upon the value of
the foreign  currency and the U.S.  dollar,  and may have no relationship to the
investment merits of a foreign security.  Because foreign currency  transactions
occurring in the interbank  market  involve  substantially  larger  amounts than
those that may be involved in the use of foreign currency options, investors may
be disadvantaged by having to deal in an odd lot market (generally consisting of
transactions of less than $1 million) for the underlying  foreign  currencies at
prices that are less favorable than for round lots.

        There is no systematic  reporting of last sale  information  for foreign
currencies  and there is no regulatory  requirement  that  quotations  available
through  dealer or other  market  sources be firm or

                                      -12-
<PAGE>

revised  on  a  timely  basis.  Available  quotation  information  is  generally
representative  of very large  transactions in the interbank market and thus may
not reflect relatively  smaller  transactions (less than $1 million) where rates
may be less favorable.  The interbank market in foreign  currencies is a global,
around-the-clock  market. To the extent that the U.S. options markets are closed
while the markets for the underlying  currencies remain open,  significant price
and rate  movements  may take place in the  underlying  markets  that  cannot be
reflected in the options market.

FOREIGN CURRENCY CONVERSION

        Although  foreign  exchange  dealers  do not  charge a fee for  currency
conversion,  they do realize a profit  based on the  difference  (the  "spread")
between prices at which they are buying and selling various currencies.  Thus, a
dealer may offer to sell a foreign  currency  to the  Lincoln  Growth and Income
Portfolio,  the Lincoln Enterprise Portfolio, the Lincoln U.S. Growth Portfolio,
the Lincoln World Growth  Portfolio,  the Lincoln New Pacific  Portfolio and the
Lincoln  Corporate Income Portfolio at one rate, while offering a lesser rate of
exchange should those Portfolios desire to resell that currency to the dealer.

COMBINED TRANSACTIONS

         Each Portfolio,  except for the Lincoln Cashfund  Portfolio,  may enter
into multiple  transactions,  including multiple options transactions,  multiple
futures transactions, multiple currency transactions (including forward currency
contracts)  and multiple  interest  rate  transactions  and any  combination  of
futures,   options,   currency  and  interest  rate  transactions   ("component"
transactions),  instead of a single transaction, as part of a single or combined
strategy when, in the opinion of the Investment Advisor and/or  Sub-Advisor,  it
is in the best interests of the Portfolio to do so. A combined  transaction will
usually  contain  elements  of risk that are  present  in each of its  component
transactions.  Although combined transactions are normally entered into based on
the  Investment  Advisor's  and/or  Sub-Advisor's  judgment  that  the  combined
strategies  will reduce risk or otherwise more  effectively  achieve the desired
portfolio  management  goal,  it is possible that the  combination  will instead
increase such risks or hinder achievement of the portfolio management objective.

SWAPS, CAPS, FLOORS AND COLLARS

         Each Portfolio,  except for the Lincoln Cashfund  Portfolio,  may enter
interest  rate,  currency  and index  swaps and the  purchase or sale of related
caps, floors and collars. The Portfolios expect to enter into these transactions
primarily to preserve a return or spread on a particular  investment  or portion
of its  portfolio,  to  protect  against  currency  fluctuations,  as a duration
management  technique  or to  protect  against  any  increase  in the  price  of
securities the Portfolio anticipates  purchasing at a later date. The Portfolios
intend to use these  transactions as hedges and not speculative  investments and
will not sell interest  rate caps or floors where it does not own  securities or
other instruments  providing the income stream the Portfolio may be obligated to
pay.  Interest  rate swaps  involve the exchange by the  Portfolio  with another
party of their  respective  commitments  to pay or receive  interest,  e.g.,  an
exchange of floating  rate  payments for fixed rate  payments  with respect to a
nominal  amount of  principal.  A currency swap is an agreement to exchange cash
flows on a notional amount of two or more currencies based on the relative value
differential  among them and an index swap is an agreement to swap cash flows on
a notional amount based on changes in the values of the reference  indices.  The
purchase  of a cap  entitles  the  purchaser  to receive  payments on a notional
principal  amount from the party selling such cap to the extent that a specified
index exceeds a predetermined

                                      -13-
<PAGE>

interest  rate or amount.  The  purchase of a floor  entitles  the  purchaser to
receive  payments on a notional  principal  amount from the party  selling  such
floor to the extent that a specified index falls below a predetermined  interest
rate or amount.  A collar is a combination of a cap and a floor that preserves a
certain return within a predetermined range of interest rates or values.

         A Portfolio will usually enter into swaps on a net basis, i.e., the two
payment streams are netted out in a cash settlement on the payment date or dates
specified in the instrument, with the Portfolio receiving or paying, as the case
may be, only the net amount of the two payments.  Inasmuch as these swaps, caps,
floors and  collars  are  entered  into for good  faith  hedging  purposes,  the
Investment  Advisor and the Portfolio believe such obligations do not constitute
senior securities under the Investment  Company Act and,  accordingly,  will not
treat them as being subject to its borrowing restrictions.  A Portfolio will not
enter into any swap,  cap, floor or collar  transaction  unless,  at the time of
entering  into  such   transaction,   the  unsecured   long-term   debt  of  the
counterparty,  combined with any credit enhancements, is rated at least A by S&P
or Moody's or is determined to be of equivalent credit quality by the Investment
Advisor  and/or  Sub-Advisor.  If there is a default  by the  counterparty,  the
Portfolio may have contractual  remedies  pursuant to the agreements  related to
the transaction.  The swap market has grown substantially in recent years with a
large number of banks and investment banking firms acting both as principals and
as agent utilizing standardized swap documentation. As a result, the swap market
has  become  relatively  liquid.  Caps,  floors  and  collars  are  more  recent
innovations  for  which  standardized  documentation  has  not  yet  been  fully
developed and, accordingly, they are less liquid than swaps.

EURODOLLAR INSTRUMENTS

         The Portfolios  (other than the Lincoln  Tax-Free Income  Portfolio and
the Lincoln Cashfund Portfolio) may make investments in Eurodollar  instruments.
Eurodollar instruments are U.S.  dollar-denominated futures contracts or options
thereon  which are  linked  to the  London  Interbank  Offered  Rate  ("LIBOR"),
although  foreign  currency-denominated  instruments  are available from time to
time.  Eurodollar futures contracts enable purchasers to obtain a fixed rate for
the  lending  of funds and  sellers  to obtain a fixed  rate for  borrowings.  A
Portfolio  might use Eurodollar  futures  contracts and options thereon to hedge
against  changes in LIBOR,  to which many  interest  rate swaps and fixed income
instruments are linked.

LENDING OF PORTFOLIO SECURITIES

        As discussed in the  Prospectus,  each Portfolio has the ability to lend
securities   from  its  portfolio  to  brokers,   dealers  and  other  financial
organizations.  Such  loans,  if and when made,  may not exceed  one-third  of a
Portfolio's  total assets. A Portfolio may not lend its portfolio  securities to
Lincoln  National  Corporation or its  affiliates  unless it has applied for and
received specific  authority from the SEC. Loans of securities by the Portfolios
will be collateralized by cash, letters of credit or U.S. Government securities,
which will be maintained at all times in an amount equal to at least 100% of the
current  market value of the loaned  securities.  From time to time, a Portfolio
may return a part of the  interest  earned  from the  investment  of  collateral
received for securities  loaned to the borrower  and/or a third party,  which is
unaffiliated  with the Fund or with Lincoln National  Corporation,  and which is
acting as a "finder".

        In lending its portfolio securities, a Portfolio can increase its income
by continuing to receive interest on the loaned  securities as well as by either
investing the cash  collateral in short-term

                                      -14
<PAGE>

instruments or obtaining yield in the form of interest paid by the borrower when
government securities are used as collateral. Requirements of the SEC, which may
be  subject  to  future  modifications,  currently  provide  that the  following
conditions  must  be met  whenever  portfolio  securities  are  loaned:  (a) the
Portfolio  must receive at least 102% cash  collateral or equivalent  securities
from the borrower;  (b) the borrower must increase such collateral  whenever the
market value of the loaned  securities rises above the level of such collateral;
(c) the  Portfolio  must be able to  terminate  the  loan at any  time;  (d) the
Portfolio  must receive  reasonable  interest on the loan,  as well as an amount
equal  to  any  dividends,   interest  or  other  distributions  on  the  loaned
securities,  and any increase in market  value;  (e) the  Portfolio may pay only
reasonable  custodian fees in connection with the loan; and (f) voting rights on
the loaned  securities  may pass to the borrower;  however,  if a material event
adversely  affecting the investment  occurs,  the Fund's Board of Directors must
terminate  the loan and  regain the right to vote the  securities.  The risks in
lending  portfolio  securities,  as with other  extensions  of  secured  credit,
consist of possible delay in receiving additional  collateral or in the recovery
of the  securities  or  possible  loss of rights in the  collateral  should  the
borrower fail financially.

WHEN-ISSUED SECURITIES

        As discussed in the Prospectus,  the Portfolios may purchase  securities
on a "when-issued"  basis. When a Portfolio agrees to purchase  securities,  the
Portfolio's  Custodian will set aside cash or liquid portfolio  securities equal
to the amount of the commitment in a separate account.  Normally,  the Custodian
will set aside portfolio securities to satisfy a purchase commitment.  In such a
case, a Portfolio may be required subsequently to place additional assets in the
separate  account in order to assure that the value of the account remains equal
to the  amount  of  the  Portfolio's  commitment.  It  may  be  expected  that a
Portfolio's  net assets will  fluctuate  to a greater  degree when it sets aside
portfolio  securities to cover such purchase commitments than when it sets aside
cash. No Portfolio intends to purchase "when-issued"  securities for speculative
purposes  but  only  in  furtherance  of its  investment  objective.  Because  a
Portfolio  will set aside cash or liquid  portfolio  securities  to satisfy  its
purchase commitments in the manner described,  the Portfolio's liquidity and the
ability of the Investment  Advisor or Sub-Advisor to manage the Portfolio  might
be affected in the event its commitments to purchase when-issued securities ever
exceeded 25% of the value of its assets.

        When a Portfolio engages in "when-issued" transactions, it relies on the
seller to consummate the trade. Failure of the seller to do so may result in the
Portfolio's  incurring  a loss or  missing  the  opportunity  to  obtain a price
considered to be advantageous.

MONEY MARKET INSTRUMENTS

        With  regard to the  Lincoln  Cashfund  Portfolio,  investments  will be
limited to those obligations which, at the time of purchase,  (i) possess one of
the two highest  short-term  ratings  from a nationally  recognized  statistical
rating organization  ("NRSRO") in the case of single-rated  securities;  or (ii)
possess,  in the  case of  multiple-rated  securities,  one of the  two  highest
short-term  ratings  by at least  two  NRSROs  or (iii) do not  possess a rating
(i.e.,  are  unrated)  but are  determined  by the  Investment  Advisor to be of
comparable  quality  to the  rated  instruments  eligible  for  purchase  by the
Portfolio under the guidelines adopted by the Board of Directors  (collectively,
"Eligible Securities"). A security that has not received a rating will be deemed
to  possess  the  rating  assigned  to an  outstanding  class  of  the  issuer's
short-term  debt  obligations  if  determined  by the  Investment  Advisor to be
comparable in priority and security to the  obligation  selected for purchase by
the Lincoln Cashfund Portfolio.

                                      -15-
<PAGE>

        A security  subject to a tender or demand  feature will be considered an
Eligible  Security only if both the demand feature and the  underlying  security
possess  a high  quality  rating  or,  if  such do not  possess  a  rating,  are
determined  by the  Investment  Advisor to be of comparable  quality;  provided,
however, that where the demand feature would be readily exercisable in the event
of a default in payment of principal or interest on the underlying security, the
obligation may be acquired  based on the rating  possessed by the demand feature
or,  if the  demand  feature  does not  possess  a rating,  a  determination  of
comparable  quality by the Investment  Advisor.  A security which at the time of
issuance had a maturity  exceeding 397 days but, at the time of purchase,  has a
remaining  maturity of 397 days or less, is not considered an Eligible  Security
if it does not possess a high quality rating and the long-term  rating,  if any,
is not within the two highest rating categories.

        Eligible  Securities  include  First Tier  Securities  and  Second  Tier
Securities.  First Tier  Securities  include  those that possess a rating in the
highest category in the case of a single-rated  security or at least two ratings
in the highest rating category in the case of  multiple-rated  securities or, if
the  securities  do not possess a rating,  are  determined  to be of  comparable
quality  by the  Advisor  pursuant  to the  guidelines  adopted  by the Board of
Directors. Second Tier Securities are all other Eligible Securities.

        The Lincoln Cashfund Portfolio will not invest more than 5% of its total
assets in the First Tier Securities of any one issuer, except that the Portfolio
may invest more than 5% of its total  assets in the First Tier  Securities  of a
single  issuer  for a period of up to three  business  days.  In  addition,  the
Portfolio  may not  invest  more  than 5% of its total  assets  in  Second  Tier
Securities,  with  investment  in the Second Tier  Securities  of any one issuer
further  limited to the greater of 1% of the  Portfolio's  total  assets or $1.0
million.  If a percentage  limitation  is  satisfied at the time of purchase,  a
later increase in such percentage resulting from a change in the Portfolio's net
asset value or a subsequent change in a security's qualification as a First Tier
or Second Tier Security will not  constitute a violation of the  limitation.  In
addition, there is no limit on the percentage of the Portfolio's assets that may
be invested in  obligations  issued or  guaranteed by the U.S.  Government,  its
agencies, or instrumentalities and repurchase agreements fully collateralized by
such obligations.

        Under the  guidelines  adopted by the Fund's Board of  Directors  and in
accordance  with Rule 2a-7 under the  Investment  Company  Act,  the  Investment
Advisor and/or  Sub-Advisor,  if any, may be required to promptly  dispose of an
obligation  held  in  the   Portfolio's   portfolio  in  the  event  of  certain
developments  that indicate a diminishment of the  instrument's  credit quality,
such as where an NRSRO  downgrades an obligation below the second highest rating
category,  or in the event of a default  relating to the financial  condition of
the issuer.

        The Appendix to this Statement of Additional Information identifies each
NRSRO which may be utilized by the  Investment  Advisor with regard to portfolio
investments  for the Portfolio and provides a  description  of relevant  ratings
assigned by each such NRSRO. A rating by an NRSRO may be utilized only where the
NRSRO is neither  controlling,  controlled  by, or under common control with the
issuer of, or any issuer,  guarantor,  or provider of credit  support  for,  the
instrument.

        The  Lincoln  Cashfund  Portfolio  may  invest,  and  each of the  other
Portfolios may invest for defensive purposes,  in corporate and government bonds
and notes and money market  instruments.  Money market  instruments in which the
Portfolios  may invest  include  U.S.  Government  securities;  certificates  of
deposit,  time  deposits  and  bankers'  acceptances  issued by  domestic  banks
(including their branches  located outside the U.S. and subsidiaries  located in
Canada),  domestic branches of

                                      -16-
<PAGE>

foreign banks,  savings and loan  associations  and similar  institutions;  high
grade commercial paper; and repurchase  agreements with respect to the foregoing
types of instruments. The following is a more detailed description of such money
market instruments.

BANK OBLIGATIONS

        Certificates of deposit ("CDs") are short-term negotiable obligations of
commercial banks; time deposits ("TDs") are non-negotiable  deposits  maintained
in banking  institutions for specified periods of time at stated interest rates;
and bankers'  acceptances are time drafts drawn on commercial banks by borrowers
usually in connection with international transactions.

        Obligations of foreign branches of domestic banks,  such as CDs and TDs,
may be general obligations of the parent bank in addition to the issuing branch,
or  may  be  limited  by the  terms  of a  specific  obligation  and  government
regulation.  Such  obligations  are subject to different risks than are those of
domestic  banks or domestic  branches  of foreign  banks.  These  risks  include
foreign economic and political developments,  foreign governmental  restrictions
that may adversely  affect payment of principal and interest on the obligations,
foreign  exchange  controls and foreign  withholding and other taxes on interest
income.  Foreign  branches of domestic banks are not necessarily  subject to the
same or similar  regulatory  requirements  that apply to domestic banks, such as
mandatory reserve requirements,  loan limitations, and accounting,  auditing and
financial  recordkeeping  requirements.  In addition,  less  information  may be
publicly  available  about a foreign  branch  of a  domestic  bank than  about a
domestic  bank.  CDs issued by wholly owned  Canadian  subsidiaries  of domestic
banks are  guaranteed  as to repayment of principal  and interest (but not as to
sovereign risk) by the domestic parent bank.

        Obligations  of  domestic  branches  of  foreign  banks  may be  general
obligations  of the parent bank in addition  to the  issuing  branch,  or may be
limited by the terms of a specific obligation and by governmental  regulation as
well as  governmental  action in the country in which the  foreign  bank has its
head  office.  A domestic  branch of a foreign  bank with assets in excess of $1
billion may or may not be subject to reserve requirements imposed by the Federal
Reserve  System or by the state in which the  branch is located if the branch is
licensed in that state. In addition, branches licensed by the Comptroller of the
Currency and branches  licensed by certain states ("State  Branches") may or may
not be required  to: (a) pledge to the  regulator  by  depositing  assets with a
designated  bank  within the state,  an amount of its assets  equal to 5% of its
total  liabilities;  and (b) maintain assets within the state in an amount equal
to a specified  percentage of the aggregate amount of liabilities of the foreign
bank payable at or through all of its agencies or branches within the state. The
deposits  of state  branches  may not  necessarily  be insured  by the FDIC.  In
addition,  there may be less  publicly  available  information  about a domestic
branch of a foreign bank than about a domestic bank.

        In view of the foregoing factors associated with the purchase of CDs and
TDs issued by foreign  branches  of domestic  banks or by  domestic  branches of
foreign  banks,  the  Investment  Advisor  and/or  Sub-Advisors  will  carefully
evaluate such investments on a case-by-case basis.

        Savings  and  loan  associations  whose  CDs  may  be  purchased  by the
Portfolios are supervised by the Office of Thrift Supervision and are insured by
the Savings Association Insurance Fund, which is administered by the FDIC and is
backed by the full faith and credit of the U.S.  Government.  As a result,  such
savings and loan associations are subject to regulation and examination.

                                      -17-
<PAGE>

REVERSE REPURCHASE AGREEMENTS

        All  Portfolios   are  authorized  to  enter  into  reverse   repurchase
agreements.  A  reverse  repurchase  agreement  is the sale of a  security  by a
Portfolio and its agreement to repurchase  the security at a specified  time and
price.  A  Portfolio  will  maintain  in a  segregated  account  with the Fund's
Custodian  cash,  cash  equivalents or U.S.  Government  securities in an amount
sufficient to cover its  obligations  under reverse  repurchase  agreements with
broker-dealers  (but no collateral is required on reverse repurchase  agreements
with banks). Under the Investment Company Act, reverse repurchase agreements may
be considered borrowings by a Portfolio;  accordingly, each Portfolio will limit
its  investments  in  reverse  repurchase  agreements,  together  with any other
borrowings,  to no more than  one-third of its total assets.  The use of reverse
repurchase  agreements  by a Portfolio  creates  leverage  which  increases  the
Portfolio's  investment  risk. If the income and gains on  securities  purchased
with the  proceeds  of  reverse  repurchase  agreements  exceed the costs of the
agreements,  a Portfolio's earnings or net asset value will increase faster than
otherwise would be the case; conversely,  if the income and gains fail to exceed
the costs, earnings or net asset value would decline faster than otherwise would
be the case.

"ROLL" TRANSACTIONS

        Each Portfolio may engage in "roll"  transactions.  A "roll" transaction
is the sale of securities  together with a commitment (for which a Portfolio may
receive a fee) to purchase  similar,  but not identical,  securities at a future
date.  Under the Investment  Company Act, these  transactions  may be considered
borrowings by the Portfolios;  accordingly, each Portfolio will limit its use of
these  transactions,  together  with  any  other  borrowings,  to no  more  than
one-third of its total assets.  The Portfolios will segregate liquid assets such
as cash, U.S.  Government  securities or other high grade debt obligations in an
amount  sufficient  to meet their  payment  obligations  in these  transactions.
Although these transactions will not be entered into for leveraging purposes, to
the extent a Portfolio's  aggregate  commitments under these transactions exceed
its  holdings of cash and  securities  that do not  fluctuate  in value (such as
short-term  money market  instruments),  the Portfolio  temporarily will be in a
leveraged  position  (i.e.,  it will have an amount  greater than its net assets
subject to market  risk).  Should the market  value of a  Portfolio's  portfolio
securities  decline  while the  Portfolio  is in a leveraged  position,  greater
depreciation  of its net assets  would  likely  occur than were it not in such a
position.  As a  Portfolio's  aggregate  commitments  under  these  transactions
increase, the opportunity for leverage similarly increases.

REPURCHASE AGREEMENTS

        The  Portfolios  may   additionally   engage  in  repurchase   agreement
transactions.  Under the terms of a typical  repurchase  agreement,  a Portfolio
would  acquire an  underlying  debt  obligation  for a  relatively  short period
(usually  not more than one week)  subject  to an  obligation  of the  seller to
repurchase,  and the Portfolio to resell, the obligation at an agreed-upon price
and time, thereby  determining the yield during the Portfolio's  holding period.
This arrangement results in a fixed rate of return that is not subject to market
fluctuations  during the Portfolio's  holding period.  The Portfolios will enter
into  repurchase  agreements  with respect to their  portfolio  securities  with
member  banks of the Federal  Reserve  System or primary  government  securities
dealers  recognized  by the  Federal  Reserve  Bank  of  New  York.  Under  each
repurchase  agreement,  the selling institution will be required to maintain the
value of the  securities  subject to the  repurchase  agreement at not less than
their  repurchase  price,  including  accrued  interest earned on the underlying
securities.

                                      -18-
<PAGE>

        Repurchase  agreements  could  involve  certain  risks  in the  event of
default  or  insolvency  of  the  other  party,  including  possible  delays  or
restrictions upon a Portfolio's ability to dispose of the underlying securities.
The Investment Advisor and/or Sub-Advisors,  acting under the supervision of the
Fund's  Board of  Directors,  review  the  creditworthiness  of those  banks and
dealers with which the Portfolios  enter into repurchase  agreements to evaluate
these  risks,  and  monitors  on an  ongoing  basis the value of the  securities
subject to repurchase  agreements to ensure that the collateral is maintained at
the required level.

ILLIQUID SECURITIES

        Illiquid securities are securities that cannot be sold or disposed of in
the ordinary  course of business at  approximately  the prices at which they are
valued. Under the supervision of the Board of Directors,  the Investment Advisor
and/or  Sub-Advisors  determine the liquidity of the Portfolios'  securities and
monitors trading activity in illiquid  securities.  In determining the liquidity
of a Portfolio's  securities,  the Investment  Advisor and/or  Sub-Advisors  may
consider various factors,  including (1) the frequency of trades and quotations,
(2) the number of dealers and  prospective  purchasers in the  marketplace,  (3)
dealer  undertakings to make a market, (4) the nature of the security (including
any demand or tender features), and (5) the nature of the marketplace for trades
(including  the  ability  to  assign  or  offset  the  Portfolio's   rights  and
obligations relating to the investment).  Securities currently considered by the
Portfolio to be illiquid include repurchase  agreements not entitling the holder
to payments of principal and interest within seven days,  loans and other direct
debt instruments,  over-the-counter options,  non-government stripped fixed-rate
mortgage-backed    securities,    and   certain   restricted    securities   and
government-stripped  fixed-rate  mortgage  backed  securities  determined by the
Investment Advisor and/or Sub-Advisors to be illiquid.  Rule 144A securities for
which a market exists will not be considered illiquid securities. In the absence
of market quotations, illiquid securities are priced at fair value as determined
in good faith by the Pricing Committee of the Board of Directors.

VARIABLE AND FLOATING RATE NOTES

        Variable rate master demand notes,  in which the  Portfolios may invest,
are unsecured demand notes that permit the  indebtedness  thereunder to vary and
provide for periodic  adjustments in the interest rate according to the terms of
the  instrument.  A Portfolio  will not invest over 5% of its assets in variable
rate  master  demand  notes.  Because  master  demand  notes are direct  lending
arrangements  between a Portfolio and the issuer,  they are not normally traded.
Although  there is no  secondary  market in the notes,  a  Portfolio  may demand
payment of principal and accrued  interest at any time.  While the notes are not
typically  rated by credit rating  agencies,  issuers of variable  amount master
demand notes (which are normally  manufacturing,  retail,  financial,  and other
business  concerns)  must  satisfy  the same  criteria  as set  forth  above for
commercial paper. In determining average weighted portfolio maturity, a variable
amount master demand note will be deemed to have a maturity  equal to the period
of time  remaining  until the principal  amount can be recovered from the issuer
through demand.

        A variable  rate note is one whose terms  provide for the  adjustment of
its interest rate on set dates and which,  upon such adjustment,  can reasonably
be expected to have a market value that  approximates  its par value. A floating
rate note is one whose terms  provide for the  adjustment  of its interest  rate
whenever  a  specified  interest  rate  changes  and  which,  at any  time,  can
reasonably be expected to have a market value that  approximates  its par value.
Such notes are frequently not rated

                                      -19-
<PAGE>

by credit rating  agencies;  however,  unrated  variable and floating rate notes
purchased  by a  Portfolio  will be  determined  by the  Portfolio's  Investment
Advisor and/or Sub-Advisor,  if any, under guidelines  established by the Fund's
Board of Directors to be of comparable  quality at the time of purchase to rated
instruments eligible for purchase under the Portfolio's  investment policies. In
making such determinations,  the Investment Advisor and/or Sub-Advisor,  if any,
will consider the earning  power,  cash flow and other  liquidity  ratios of the
issuers of such notes  (such  issuers  include  financial,  merchandising,  bank
holding and other  companies)  and will  continuously  monitor  their  financial
condition.  Although there may be no active  secondary  market with respect to a
particular  variable  or  floating  rate  note  purchased  by a  Portfolio,  the
Portfolio may re-sell the note at any time to a third party. The absence of such
an active secondary market,  however,  could make it difficult for the Portfolio
to dispose of the  variable  or  floating  rate note  involved  in the event the
issuer of the note  defaulted  on its  payment  obligations,  and the  Portfolio
could,  for this or other  reasons,  suffer a loss to the extent of the default.
Variable or floating rate notes may be secured by bank letters of credit.

        With  respect to the Lincoln  Cashfund  Portfolio,  variable or floating
rate notes with  stated  maturities  of more than 397 days may be deemed to have
shorter maturities as follows:

                         (1) A note that is issued or  guaranteed  by the United
                States  Government  or any agency  thereof  which has a variable
                rate of interest  readjusted  no less  frequently  than 397 days
                will be deemed by a  Portfolio  to have a maturity  equal to the
                period  remaining  until the next  readjustment  of the interest
                rate.

                         (2) A variable rate note, the principal amount of which
                is  scheduled  on the face of the  instrument  to be paid in one
                year or less,  will be deemed by a Portfolio  to have a maturity
                equal to the period remaining until the next readjustment of the
                interest rate.

                         (3) A  variable  rate note that is  subject to a demand
                feature will be deemed by a Portfolio  to have a maturity  equal
                to  the   longer  of  the  period   remaining   until  the  next
                readjustment of the interest rate or the period  remaining until
                the principal amount can be recovered through demand.

                         (4) A  floating  rate note that is  subject to a demand
                feature will be deemed by a Portfolio  to have a maturity  equal
                to the  period  remaining  until  the  principal  amount  can be
                recovered through demand.

        As used  above,  a note is  "subject  to a  demand  feature"  where  the
Portfolio is entitled to receive the principal  amount of the note either at any
time on no more than thirty days' notice or at specified intervals not exceeding
one year and upon no more than 30 days notice.

        Variable and floating rate notes for which no readily  available  market
exists will be purchased in an amount which, together with securities with legal
or contractual  restrictions on resale or for which no readily  available market
exists (including repurchase agreements providing for settlement more than seven
days after  notice),  exceed 10% of the  Portfolio's  total  assets only if such
notes are subject to a demand  feature that will permit the  Portfolio to demand
payment of the Principal within seven days after demand by the Portfolio. If not
rated,  such  instruments  must be found by the Portfolio's  Investment  Advisor
and/or Sub-Advisor,  if any, under guidelines established by the Fund's Board of
Directors,  to be of  comparable  quality  to  instruments  that are rated  high
quality.  A rating may be

                                      -20-
<PAGE>

relied upon only if it is provided by a nationally recognized statistical rating
organization  that  is not  affiliated  with  the  issuer  or  guarantor  of the
instruments.  For a description of the rating symbols of S&P and Moody's used in
this  paragraph,  see the  Appendix.  The  Portfolio may also invest in Canadian
Commercial Paper which is commercial paper issued by a Canadian corporation or a
Canadian counterpart of a U.S. corporation and in Europaper which is U.S. dollar
denominated commercial paper of a foreign issuer.

MUNICIPAL SECURITIES

        Municipal  Securities  are  issued to obtain  funds for  various  public
purposes,  including the construction of a wide range of public  facilities such
as  bridges,  highways,  roads,  schools,  water  and  sewer  works,  and  other
utilities.  Other public purposes for which  Municipal  Securities may be issued
include refunding outstanding obligations, obtaining funds for general operating
expenses  and  obtaining  funds  to  lend  to  other  public   institutions  and
facilities.  In addition,  certain debt obligations  known as "private  activity
bonds" may be issued by or on behalf of municipalities and public authorities to
obtain  funds to  provide  certain  water,  sewage and solid  waste  facilities,
qualified  residential  rental projects,  certain local electric,  gas and other
heating or cooling facilities, qualified hazardous waste facilities,  high-speed
intercity rail facilities,  governmentally-owned airports, docks and wharves and
mass  commuting  facilities,  certain  qualified  mortgages,  student  loan  and
redevelopment bonds and bonds used for certain organizations exempt from federal
income  taxation.  Certain debt  obligations  known as  "industrial  development
bonds"  under  prior  federal  tax law may have  been  issued by or on behalf of
public authorities to obtain funds to provide certain privately-operated housing
facilities,  sports  facilities,  industrial  parks,  convention  or trade  show
facilities,  airport,  mass transit,  port or parking  facilities,  air or water
pollution control  facilities,  sewage or solid waste disposal  facilities,  and
certain facilities for water supply. Other private activity bonds and industrial
development bonds issued to finance the construction,  improvement, equipment or
repair of privately-operated industrial,  distribution,  research, or commercial
facilities  may also be  Municipal  Securities,  but the size of such  issues is
limited  under current and prior  federal tax law. The Lincoln  Tax-Free  Income
Portfolio  may  not  be  a  desirable  investment  for  "substantial  users"  of
facilities financed by private activity bonds or industrial development bonds or
for "related  persons" of "substantial  users".  See "Additional Tax Information
Concerning the Lincoln Tax-Free Income Portfolio."

        The  Lincoln   Tax-Free   Income   Portfolio  may  also  acquire  "moral
obligation"  issues,  which are normally issued by special purpose  authorities,
and  other  tax-exempt   investments   including  pollution  control  bonds  and
tax-exempt  commercial paper. The Portfolio may purchase  short-term  tax-exempt
General  Obligations  Notes, Tax Anticipation  Notes, Bond  Anticipation  Notes,
Revenue  Anticipation  Notes,  Project  Notes,  and  other  forms of  short-term
tax-exempt  loans.  Such  notes  are  issued  with  a  short-term   maturity  in
anticipation of the receipt of tax funds,  the proceeds of bond  placements,  or
other revenues.  Project Notes are issued by a state or local housing agency and
are sold by the Department of Housing and Urban  Development.  While the issuing
agency has the primary  obligations with respect to its Project Notes,  they are
also  secured  by the  full  faith  and  credit  of the  United  States  through
agreements  with the issuing  authority  which provide  that,  if required,  the
federal  government will lend the issuer an amount equal to the principal of and
interest on the Project Notes.

        The Lincoln Tax-Free Income Portfolio may invest in Municipal Securities
either by purchasing  them directly or by purchasing  certificates of accrual or
similar  instruments   evidencing  direct  ownership  of  interest  payments  or
principal  payments,  or both, on Municipal  Securities,  provided  that,

                                      -21-
<PAGE>

in the  opinion of counsel to the  initial  seller of each such  certificate  or
instrument,  any discount  accruing on such  certificate  or instrument  that is
purchased at a yield not greater than the coupon rate of interest on the related
Municipal  Securities  will to the same  extent as  interest  on such  Municipal
Securities  be exempt  from  federal  income  tax and state  income  tax  (where
applicable) and not treated as a preference item for individuals for purposes of
the federal  alternative minimum tax. The Portfolio may also invest in Municipal
Securities by purchasing  from banks  participation  interests in all or part of
specific holdings of Municipal  Securities.  Such participation may be backed in
whole or in part by an irrevocable  letter of credit or guarantee of the selling
bank. The selling bank may receive a fee from a Portfolio in connection with the
arrangement.  The Portfolio will not purchase participation  interests unless it
receives an opinion of counsel or a ruling of the Internal  Revenue Service that
interest  earned  by  it  on  Municipal   Securities  in  which  it  holds  such
participation  interest is exempt from  federal  income tax and state income tax
(where  applicable)  and not treated as a preference  item for  individuals  for
purposes of the federal alternative minimum tax.

        Information  about the  financial  condition  of  issuers  of  Municipal
Securities  may be less  available  than  about  corporations  with a  class  of
securities registered under the Securities Exchange Act of 1934.

PUTS

        The Lincoln Tax-Free Income Portfolio may acquire "puts" with respect to
Municipal Securities held in its portfolio. A put is a right to sell a specified
security  (or  securities)  within a  specified  period  of time at a  specified
exercise  price.  The  Portfolio  may  sell,  transfer,  or assign a put only in
conjunction with the sale, transfer, or assignment of the underlying security or
securities.

        The amount  payable to the Lincoln  Tax-Free  Income  Portfolio upon its
exercise  of a "put" is normally  (i) the  Portfolio's  acquisition  cost of the
Municipal Securities (excluding any accrued interest which the Portfolio paid on
acquisition),  less any amortized market premium or plus any amortized market or
original issue discount  during the period the Portfolio  owned the  securities,
plus (ii) all interest accrued on the securities since the last interest payment
date during that period.

        Puts  may be used to  facilitate  the  reinvestment  of the  Portfolio's
assets at a rate of return more favorable than that of the underlying  security.
Puts may, under certain  circumstances,  also be used to shorten the maturity of
underlying variable rate or floating rate securities for purposes of calculating
the  remaining  maturity of those  securities  and the  dollar-weighted  average
portfolio  maturity of the Portfolio's  assets.  See "Variable and Floating Rate
Notes" and "Net Asset Value."

PORTFOLIO TURNOVER

        While the Portfolios do not intend to trade in securities for short-term
profits,  securities  may be sold without regard to the amount of time they have
been held by a Portfolio  when  warranted by the  circumstances.  A  Portfolio's
portfolio  turnover  rate is  calculated  by dividing the lesser of purchases or
sales  of  portfolio  securities  for a year by the  monthly  average  value  of
portfolio securities for that year.  Securities with remaining maturities of one
year or less at the date of  acquisition  are excluded from the  calculation.  A
portfolio turnover rate of 100% would occur, for example,  if all the securities
in the  Portfolio's  portfolio were replaced once during a period of one year. A
high rate of portfolio turnover in any year may increase  brokerage  commissions
paid and could result in high amounts of realized investment gain subject to the
payment of taxes by shareholders.

                                      -22-
<PAGE>

                             INVESTMENT RESTRICTIONS

        Each  Portfolio has adopted  policies and investment  restrictions.  The
investment  restrictions  numbered  1  through  9 may not be  changed  without a
majority vote of its outstanding  shares, and are considered  fundamental.  Such
majority is defined in the  Investment  Company Act as the vote of the lesser of
(i) 67% or more of the outstanding  voting securities  present at a meeting,  if
the holders of more than 50% of the outstanding voting securities are present in
person or by proxy, or (ii) more than 50% of the outstanding  voting securities.
All percentage  limitations  expressed in the following investment  restrictions
are measured  immediately  after and giving effect to the relevant  transaction.
Investment  restrictions  numbered 10 through 12 may be changed by the vote of a
majority of the Board of Directors.

        Each Portfolio normally may not:

                         1. Purchase any security (other than obligations of the
                U.S.  Government,  its  agencies or  instrumentalities)  if as a
                result,  with respect to 75% of the  Portfolio's  total  assets,
                more than 5% of the Portfolio's  assets  (determined at the time
                of investment)  would then be invested in securities of a single
                issuer;

                         2. Purchase any securities  (other than  obligations of
                the U.S. Government, its agencies and instrumentalities) if as a
                result 25% or more of the value of the Portfolio's  total assets
                (determined at the time of investment)  would be invested in the
                securities  of one or more issuers  conducting  their  principal
                business activities in the same industry, provided that there is
                no  limitation  with  respect  to money  market  instruments  of
                domestic banks,  U.S. branches of foreign banks that are subject
                to the same  regulations as U.S.  banks and foreign  branches of
                domestic   banks   (provided   that   the   domestic   bank   is
                unconditionally  liable  in  the  event  of the  failure  of the
                foreign  branch  to  make  payment  on its  instruments  for any
                reason).    Foreign   governments,    including   agencies   and
                instrumentalities  thereof,  and each of the  electric  utility,
                natural  gas  distribution,   natural  gas  pipeline,   combined
                electric and natural gas utility, and telephone industries shall
                be considered as a separate industry for this purpose;

                         3. Buy or sell real estate, interests in real estate or
                commodities or commodity  contracts;  however, the Portfolio may
                invest in debt  securities  secured by real estate or  interests
                therein,  or issued by companies  which invest in real estate or
                interests therein,  including real estate investment trusts, and
                may  purchase or sell  currencies  (including  forward  currency
                contracts) and financial futures contracts and options thereon;

                         4. Engage in the business of underwriting securities of
                other  issuers,  except to the extent  that the  disposal  of an
                investment  position  may  technically  cause  the  Fund  to  be
                considered  an  underwriter  as that term is  defined  under the
                Securities Act of 1933, as amended;

                         5.  Make  loans in an  aggregate  amount  in  excess of
                one-third of the Portfolio's total assets, taken at the time any
                loan is made,  provided that  entering  into certain  repurchase
                agreements and purchasing  debt  securities  shall not be deemed
                loans for the purposes of this restriction;

                                      -23-
<PAGE>

                         6. Make short sales of  securities  or maintain a short
                position if, when added together,  more than 25% of the value of
                the  Portfolio's net assets would be (i) deposited as collateral
                for the  obligation  to replace  securities  borrowed  to effect
                short  sales  and  (ii)  allocated  to  segregated  accounts  in
                connection with short sales;

                         7. Borrow  money,  except from banks for  temporary  or
                emergency  purposes  not in excess of  one-third of the value of
                the Portfolio's  assets, and except that the Portfolio may enter
                into  reverse   repurchase   agreements  and  engage  in  "roll"
                transactions,   provided  that  reverse  repurchase  agreements,
                "roll"  transactions  and any  other  transactions  constituting
                borrowing  by the  Portfolio  may not  exceed  one-third  of the
                Portfolio's  total assets.  Notwithstanding  the above,  Lincoln
                Cashfund  Portfolio will not borrow money in excess of 5% (taken
                at the lower of cost or current  value) of its total assets (not
                including amounts borrowed), will not purchase equity securities
                or rights or warrants to acquire equity securities, and will not
                write or purchase options;

                         8. Invest in securities of other  investment  companies
                except as may be  acquired  as part of a merger,  consolidation,
                reorganization  or acquisition of assets and except that each of
                the  Portfolios  other than the Lincoln  Cashfund  Portfolio may
                invest up to 5% of its total assets in the securities of any one
                investment  company,  but  may  not  own  more  than  3% of  the
                securities of any investment  company or invest more than 10% of
                its  total  assets  in  the   securities  of  other   investment
                companies;

                         9.  Make  investments  for the  purpose  of  exercising
                control or management;

                         10.  Invest  in  securities  of any  issuer  if, to the
                knowledge of the Portfolio,  any officer or director of the Fund
                or the Investment  Advisor or the Fund's  Sub-Advisor  owns more
                than 1/2 of 1% of the outstanding securities of such issuer, and
                such  officers and  directors who own more than 1/2 of 1% own in
                the aggregate more than 5% of the outstanding securities of such
                issuer;

                         11.  Purchase any security if as a result the Portfolio
                would then have more than 5% of its total assets  (determined at
                the time of  investment)  invested in  securities  of  companies
                (including  predecessors) less than three years old. In the case
                of the Lincoln Tax-Free Income Portfolio, the Portfolio will not
                purchase  any security if as a result the  Portfolio  would then
                have more than 5% of its total assets (determined at the time of
                investment)  invested in  industrial  development  revenue bonds
                when the private  entity on whose  credit the  security is based
                directly or indirectly  is less than three years old  (including
                predecessors); or

                         12. Purchase  illiquid  securities or other  securities
                that are not  readily  marketable  if more than 10% of the total
                assets of the  Portfolio  would be invested in such  securities,
                which include: (1) repurchase agreements with maturities greater
                than seven calendar  days; (2) to the extent a liquid  secondary
                market does not exist for the instruments, futures contracts and
                options thereon; (3) over-the-counter options; (4) variable rate
                demand notes with a demand  period of more than seven days;  (5)
                time deposits  maturing in more than seven  calendar  days;  (6)
                certain  Rule  144A  restricted  securities;   and  (7)  foreign
                securities  not  traded  on a  recognized  domestic  or  foreign
                exchange, to the extent a liquid secondary market does not exist
                for such instruments.

                                      -24-
<PAGE>

         In order to comply with  certain  state "blue sky"  restrictions,  each
Portfolio will not as a matter of operating policy:

                         1. Invest in oil, gas and mineral leases or programs;

                         2. Purchase warrants if as a result the Portfolio would
                then have more than 5% of its net assets (determined at the time
                of investment) invested in warrants.  Warrants will be valued at
                the lower of cost or market and investment in warrants which are
                not  listed on the New York Stock  Exchange  or  American  Stock
                Exchange  will  be  limited  to  2% of  the  Fund's  net  assets
                (determined at the time of investment).  For the purpose of this
                limitation, warrants acquired in units or attached to securities
                are deemed to be without value;

                         3. In connection  with  investment  restriction  number
                eight above,  invest in  securities  issued by other  investment
                companies  without  waiving the  advisory fee on that portion of
                its assets invested in such securities; or

                         4. Purchase puts, calls,  straddles,  spreads,  and any
                combination  thereof  if by  reason  thereof  the  value  of its
                aggregate  investment in such classes of securities  will exceed
                5% of its total assets.

                                   MANAGEMENT

Directors and Officers

   
*PRISCILLA S. BROWN (37),  President  (6/94 - present)  (formerly Vice President
9/93 - 6/94) and Director  (8/93  present) of the Fund.  President  and Director
(6/94 - present) of LNC Equity Sales Corporation.  Formerly Vice President (3/91
- - 6/94) of Lincoln Investment Management, Inc.

RICHARD M. BURRIDGE (65), Director (9/93 - present) of the Fund. Director (since
1972);  President  (since March 1986) of The Burridge  Group,  Inc.  (investment
management);  Director  of  Computer  Access  International,   Inc.,  Cincinnati
Financial  Corporation,  Lincoln  National  Convertible  Securities  Fund, Inc.,
Lincoln  National  Income  Fund,  Inc. and St.  Joseph Light and Power  Company;
Chairman of the Board of Fort Dearborn Income Securities, Inc.

JORGE G. CASTRO (37),  Director (9/93 - present) of the Fund.  Principal  (since
1990) of CIC Asset  Management,  Inc.  (investment  management);  Trustee (since
1993) of Milton Academy.

ADELA CEPEDA (36),  Director (9/93 - present) of the Fund.  Founder and Managing
Director of Abacus Financial Group, Inc. (since 1991).

ROGER J. DESHAIES (44),  Director (9/93 - present) of the Fund.  Director (since
1992);  Senior  Vice  President-Finance   (1990-present)  of  Parkview  Memorial
Hospital, Fort Wayne, Indiana.
    

- ----------------------

*       "Interested" Director as defined in the Investment Company Act.

                                      -25-
<PAGE>

CHARLES G. FREUND (70),  Director (9/93 - present) of the Fund.  Director (since
1972);  Chairman  of the  Board  (July  1987-April  1989 and  since  July  1989)
(previously, Chairman of the Executive Committee (July 1987-July 1989)) of First
National  Bank  of  Lincolnshire;   Director  of  Lincoln  National  Convertible
Securities Fund, Inc., and Mathers Fund, Inc.

*PHILIP L.  HOLSTEIN  (41),  Director  (9/93 - present)  of the Fund.  President
(since 1982) of The Holstein Company, Inc. (financial services);  Vice President
(since 1992) of The Morgan  Financial  Group,  Inc.;  Registered  PrincipalSales
Coordinator (since 1985) of LNC Equity Sales Corporation;  Agent (since 1982) of
Lincoln National Life Insurance Company.

*H. THOMAS MCMEEKIN (42), Director (6/94 - present) of the Fund. President (5/94
- - present) and Director (5/91 present),  Lincoln  Investment  Management,  Inc.;
Executive Vice President (5/94 - present), (formerly Senior Vice President 11/92
- - 5/94) Lincoln  National  Corporation;  President (5/94 - present) and Director
(5/90 - present), Lincoln Convertible Securities Fund, Inc. and Lincoln National
Income Fund, Inc.

BARBARA A. PECK (46),  Director (9/93 - present) of the Fund.  Assistant Dean of
Academic  Administration  for the  College  of  Business  Administration  at the
University  of  Illinois  at  Chicago  ("UIC")  (since May  1993);  lecturer  in
Accounting  Department of the College of Business  Administration  at UIC (since
August  1991);  accounting  lecturer  at  Northwestern  University's  University
College (since June 1990).

        The officers conduct and supervise the daily business  operations of the
Portfolios,  while the Directors, in addition to their functions set forth under
"Management"  in the  Prospectus,  review  such  actions  and  decide on general
policy.

        Pursuant  to the  Investment  Advisory  Agreement  with  the  Fund,  the
Investment  Advisor pays  compensation  of officers and employees of the Fund as
well as the fees and expenses of all  Directors  of the Fund who are  affiliated
persons of the Investment Advisor.

   
        The Fund pays each of its Directors  who is not an affiliated  person of
the Fund  estimated  annual  compensation  of  $13,000  in  addition  to certain
out-of-pocket expenses.
    

        Mmes. Cepeda and Peck and Messrs. Burridge,  Castro, Deshaies and Freund
serve as members of the Fund's Audit  Committee  which is comprised of Directors
who are not interested persons of the Fund. Mr. Freund is the Chairperson of the
Audit Committee. The committee will meet at least annually with each Portfolio's
independent  accountants and officers to review distribution activities and Rule
12b-1  expenditures,  accounting  principles  used  by  each  Portfolio  and the
adequacy of each Portfolio's internal controls.

        The  Investment/Pricing  Committee  performs  interim  functions for the
Board of Directors including dividend declaration and portfolio pricing matters.
Members are Mmes.  Cepeda and Peck and Messrs.  Burridge,  Castro,  Deshaies and
Freund. Mr. Burridge is the Chairperson of the Investment/Pricing Committee.

- ----------------------

*       "Interested" Director as defined in the Investment Company Act.

                                      -26-
<PAGE>

        Responsibilities  of  the  Nominating  Committee  of  the  Fund  include
recommending a slate of Directors;  preparing for and recommending  replacements
for any vacancies in Directors'  positions;  and initial review of policy issues
regarding the size,  composition and  compensation of the Board.  Members of the
Nominating  Committee are Mmes.  Cepeda and Peck and Messrs.  Burridge,  Castro,
Deshaies and Freund. Ms. Cepeda is the Chairperson of the Nominating Committee.


                                    Officers
<TABLE>
   
<S>                                                     <C>
Priscilla S. Brown                                      President
JoAnn E. Becker                                         Vice President
David A. Berry                                          Vice President
Dennis A. Blume                                         Vice President
Steven R. Brody                                         Vice President, Treasurer and Chief Financial Officer
Ann L. Warner                                           Vice President
C. Suzanne Womack                                       Secretary
David G. Humes                                          Assistant Vice President  and Chief Accounting Officer
Brian S. Becher                                         Assistant Secretary
Robert K. Gongwer                                       Assistant Secretary
Kharis K. Roach                                         Assistant Secretary
Cynthia A. Rose                                         Assistant Secretary
Walter W. Bonham, Jr.                                   Assistant Treasurer
Eldon J. Summers                                        Assistant Treasurer
</TABLE>
    

PRINCIPAL HOLDERS OF SECURITIES

   
    As of February 1, 1996, the officers and Directors of the Funds, as a group,
owned less than 1% of the outstanding shares of each Fund.

         Listed below are the shareholders of record who held 25% or more of the
outstanding shares of each Class as of February 1, 1996.

<TABLE>
<CAPTION>

PORTFOLIO                                  NAME AND ADDRESS OF SHAREHOLDER                    PERCENT HELD
- ---------                                  -------------------------------                    ------------
<S>                                        <C>                                                    <C>
Lincoln Growth and Income Portfolio        Lincoln National Life Insurance Co.                    83.73
(Class A)                                  1300 South Clinton St.
                                           Fort Wayne, IN  46801
Lincoln Growth and Income                  None
Portfolio (Class B)
Lincoln Growth and Income                  None
Portfolio (Class C)
</TABLE>
                                      -27-
<PAGE>

<TABLE>
<CAPTION>

PORTFOLIO                                  NAME AND ADDRESS OF SHAREHOLDER                PERCENT HELD
- ---------                                  -------------------------------                ------------
<S>                                        <C>                                                    <C>
Lincoln Growth and Income                  Federated Life Insurance Co.                           100.00
Portfolio (Class D)                        Attn.: Tom Koch
                                           121 E. Park Sq.
                                           Owatonna, MN 55060
Lincoln Enterprise Portfolio               American States Insurance Co.                          73.41
(Class A)                                  Attn.: Corporate Accounting P/C
                                           David Rogers
                                           500 North Meridian St.
                                           Indianapolis, IN  46207
Lincoln Enterprise Portfolio               None
(Class B)
Lincoln Enterprise Portfolio               John Robertson Plumbing Inc.                           41.54
(Class C)                                  PO Box 118
                                           Burlington, KY  41005
Lincoln Enterprise Portfolio               NBD Bank                                               100.00
(Class D)                                  Trst Motor Wheel Corp.
                                           Box 771072
                                           Detroit, MI  48277-1072
Lincoln U.S. Growth Portfolio (Class A)    American States Insurance Co.                          89.62
                                           Attn.: Corporate Accounting P/C
                                           David Rogers
                                           500 North Meridian St.
                                           Indianapolis, IN  46207
Lincoln U.S. Growth Portfolio              None
(Class B)
Lincoln U.S. Growth Portfolio              None
(Class C)
Lincoln U.S. Growth Portfolio (Class D)    Federated Life Insurance Co.                           100.00
                                           Attn.: Tom Koch
                                           121 E. Park Sq.
                                           Owatonna, MN  55060
Lincoln World Growth Portfolio (Class A)   Lincoln National Life Insurance Co.                    85.63
                                           1300 South Clinton St.
                                           Fort Wayne, IN  46801
Lincoln World Growth Portfolio (Class B)   None

Lincoln World Growth Portfolio (Class C)   None
Lincoln World Growth Portfolio (Class D)   Lincoln Investment Management, Inc.                    100.00
                                           1300 South Clinton St.
                                           Fort Wayne, IN  46801
</TABLE>

<TABLE>
<CAPTION>

PORTFOLIO                                  NAME AND ADDRESS OF SHAREHOLDER                     PERCENT HELD
- ---------                                  --------------------------------                    ------------
<S>                                        <C>                                                    <C>
Lincoln New Pacific Portfolio (Class A)    Lincoln National Life Insurance Co.                    84.26
                                           1300 South Clinton St.
                                           Fort Wayne, IN 46801
Lincoln New Pacific Portfolio (Class B)    None
Lincoln New Pacific Portfolio (Class C)    NFSC FBO                                               27.73
                                           Chester M. Boltwood
                                           Karen A. Boltwood
                                           828 Cobblestone Circle
                                           Modesto, CA  95355
Lincoln New Pacific Portfolio (Class D)    Lincoln Investment Management, Inc.                    100.00
                                           1300 South Clinton St.
                                           Fort Wayne, IN  46801
Lincoln Government Income Portfolio        Lincoln National Life Insurance Co.                    98.28
(Class A)                                  1300 South Clinton St.
                                           Fort Wayne, IN 46801
Lincoln Government Income Portfolio        NFSC/FMTC IRA Rollover                                 72.81
(Class B)                                  FBO Lawrence B. Silver, MD
                                           1800 Linglestown Road, Suite 404
                                           Harrisburg, PA  17110
Lincoln Government Income Portfolio        Willard Shivley                                        68.26
(Class C)                                  Carolyn Shivley
                                           6649 E. 150 North St.
                                           Columbia City, IN  46725
Lincoln Government Income Portfolio        Lincoln Investment Management, Inc.                    100.00
(Class D)                                  1300 South Clinton St.
                                           Fort Wayne, IN  46801
Lincoln Corporate Income Portfolio (Class  Lincoln National Life Insurance Co.                    94.88
A)                                         1300 South Clinton St.
                                           Fort Wayne, IN 46801
Lincoln Corporate Income Portfolio (Class  NFSC/FMTC IRA Rollover                                 61.50
B)                                         FBO Lawrence B. Silver, MD
                                           1800 Linglestown Road, Suite 404
                                           Harrisburg, PA  17110
Lincoln Corporate Income Portfolio (Class  Willard Shivley                                        94.99
C)                                         Carolyn Shivley
                                           6649 E.  150 North St.
                                           Columbia City, IN  46725
Lincoln Corporate Income Portfolio (Class  Federated Life Insurance Co.                           100.00
D)                                         Attn.: Tom Koch
                                           121 E. Park Square
                                           Owatonna, MN  55060
</TABLE>
                                      -29-

<PAGE>

<TABLE>
<CAPTION>

PORTFOLIO                                  NAME AND ADDRESS OF SHAREHOLDER                    PERCENT HELD
- ---------                                  -------------------------------                    ------------
<S>                                        <C>                                                    <C>
Lincoln Tax-Free Income                    American States Insurance Co.                          97.14
Portfolio (Class A)                        Attn.: Cooperate Accounting P/C
                                           David Rogers
                                           500 North Meridian St.
                                           Indianapolis, IN  46207
Lincoln Tax-Free Income Portfolio (Class   Jean Stone                                             38.40
B)                                         1360 Summitridge Place
                                           Beverly Hills, CA  90210
Lincoln Tax-Free Income Portfolio (Class   Lincoln Investment Management, Inc.                    61.85
C)                                         1300 South Clinton St.
                                           Fort Wayne, IN  46801
Lincoln Tax-Free Income Portfolio (Class   None
D)
Lincoln Cashfund Portfolio                 Lincoln National Life Insurance Co.                    31.66
(Class A)                                  1300 South Clinton St.
                                           Fort Wayne, IN 46801
</TABLE>

         Listed  below are the  shareholders  who held at least 5% but less than
25% of the outstanding shares of each Class as of February 1, 1996.


<TABLE>
<CAPTION>

PORTFOLIO                                           NAME AND ADDRESS OF SHAREHOLDER                  PERCENT HELD
- ---------                                           -------------------------------                  ------------
<S>                                                 <C>                                                   <C>
Lincoln Growth and Income Portfolio (Class A)       None

Lincoln Growth and Income Portfolio (Class B)       NFSC FMTC IRA Rollover                                24.06
                                                    FBO Lawrence B. Silver
                                                    Harrisburg, PA 17110

                                                    NFSC FMTC IRA Rollover                                10.07
                                                    FBO Albert L. Wedner
                                                    7453 Light House Point
                                                    Pittsburgh, PA 15221

                                                    Marlin and Jeanne Drake                               6.40
                                                    11595 N. Meridian St. Suite 250
                                                    Carmel, IN  46032

                                                    Carl W. Niderwimmer                                   5.13
                                                    301 NW 73rd Terrace
                                                    Gladstone, MD 64118
</TABLE>

                                      -30-
<PAGE>

<TABLE>
<CAPTION>

PORTFOLIO                                           NAME AND ADDRESS OF SHAREHOLDER                  PERCENT HELD
- ---------                                           -------------------------------                  ------------
<S>                                                 <C>                                                   <C>
Lincoln Growth and Income Portfolio                 NFSC FBO                                              21.71
(Class C)                                           Robert F. Bossi and
                                                    Francene M. Bossi
                                                    401 Key West Dr.
                                                    Charlottesville, VA 22901

                                                    NFSC                                                  15.98
                                                    FBO Patricia A. Godfrey
                                                    1822 6th Ave West
                                                    Bradenton, FL 34202

                                                    NFSC                                                  8.51
                                                    FBO John A. Storey
                                                    4699 Sandpiper LN
                                                    Hoover, AL  35244

                                                    NFSC                                                  7.22
                                                    FBO Garold A. Nest
                                                    Harrisville, MO 64701

                                                    NFS FBO                                               7.15
                                                    Chester M. Boltwood
                                                    Karen A. Boltwood
                                                    828 Cobbelstone Circle
                                                    Modestor, CA 95355

                                                    Fred and Teresa Farah                                 6.01
                                                    1204 Chamberlain
                                                    Memphis, TN  38119

Lincoln Growth and Income Portfolio (Class D)       None

Lincoln Enterprise Portfolio (Class A)              None

Lincoln Enterprise Portfolio (Class B)              Marlin and Jeanne Drake                               17.36
                                                    11595 N. Meridian St. Suite 250
                                                    Carmel, IN  46032

                                                    NFSC FBO, NFSC/FMTC IRA                               7.41
                                                    FBO Lawrence B. Silver, MD
                                                    1800 Linglestown Road, Suite 404
                                                    Harrisburg, PA 17110

Lincoln Enterprise Portfolio (Class C)              Marlin and Jeanne Drake                               14.70
                                                    11595 N. Meridian St. Suite 250
                                                    Carmel, IN  46032

                                                    NFSC                                                  10.46
                                                    FBO Garold A. Nest
                                                    105-B Westwall Street
                                                    Harrisonville, MO 64701
</TABLE>

                                      -31-
<PAGE>

<TABLE>
<CAPTION>

PORTFOLIO                                           NAME AND ADDRESS OF SHAREHOLDER                  PERCENT HELD
- ---------                                           -------------------------------                  ------------
<S>                                                 <C>                                                   <C>
                                                    Paul E. Moberg                                        6.28
                                                    62 Hall Rd.
                                                    Hampton, VA  23664

Lincoln Enterprise Portfolio (Class D)              None

Lincoln U.S. Growth Portfolio (Class A)             None

Lincoln  U.S. Growth Portfolio (Class B)            NFSC FMTC IRA Rollover                                19.71
                                                    FBO Lawrence B. Silver
                                                    1800 Linglestown Rd. Suite 404
                                                    Harrisburg, PA 17110

                                                    Marlin and Jeanne Drake                               17.40
                                                    11595 N. Meridian St. Suite 250
                                                    Carmel, IN  46032

                                                    Marlene M. Clark                                      8.50
                                                    1536 Kensington Ln
                                                    Lancaster, OH 43130

                                                    LR Brown                                              5.83
                                                    1201 Winner Ave.
                                                    Huntsville, AL 35805

Lincoln U.S. Growth Portfolio (Class C)             NFSC                                                  14.12
                                                    FBO Garold A. Nest
                                                    105-B Westwall Street
                                                    Harrisonville, MO 64701

                                                    NFSC FBO                                              12.60
                                                    Lionel R. & Anne L. Felteau
                                                    1578 Greyson Ridge
                                                    Marietta, GA  30062

                                                    Senen S. Santos                                       11.13
                                                    Cust. Imelda May Cardona
                                                    2109 Charlemagne Ave.
                                                    Long Beach, CA 90615

                                                    Paul E. Moberg                                        10.79
                                                    62 Hall Rd.
                                                    Hampton, VA  23664

                                                    Susan W. Horne                                        8.64
                                                    2412 Catherine Drive
                                                    Burlington, NC 27215

                                                    Marlin and Jeanne Drake                               6.43
                                                    11595 N. Meridian St. Suite 250
                                                    Carmel, IN  46032

Lincoln U.S. Growth Portfolio (Class D)             None

Lincoln World Growth Portfolio (Class A)            None
</TABLE>

                                      -32-
<PAGE>

<TABLE>
<CAPTION>

PORTFOLIO                                           NAME AND ADDRESS OF SHAREHOLDER                  PERCENT HELD
- ---------                                           -------------------------------                  ------------
<S>                                                 <C>                                                   <C>
Lincoln World Growth Portfolio (Class B)            NFSC FBO, NFSC/FMTC IRA                               12.27
                                                    FBO Lawrence B. Silver, MD
                                                    1800 Linglestown Road, Suite 404
                                                    Harrisburg, PA 17110

                                                    Carl W. Niederwimmer                                  6.92
                                                    201 NW 73rd Terrace
                                                    Gladstone, MD 64118

                                                    NFSC FBO                                              5.08
                                                    Joan Miller
                                                    4917 Waterfowl Way
                                                    Rockville, MD 20853

Lincoln World Growth Portfolio (Class C)            NFSC FBO                                              24.72
                                                    John Robertston
                                                    Trst John Robertson Plumbing Inc.
                                                    PO Box 118
                                                    Burlington, KY 41005

                                                    NFSC FBO                                              23.47
                                                    Chester M. Boltwood
                                                    Karen A. Boltwood
                                                    828 Cobblestone Circle
                                                    Modesto, CA 95355

                                                    NFSC                                                  10.33
                                                    FBO Garold A. Nest
                                                    105-B Westwall Street
                                                    Harrisonville, MO 64701

                                                    Paul E. Moberg                                        7.90
                                                    62 Hall Rd.
                                                    Hampton, VA  23664

                                                    Susan W. Horne                                        6.73
                                                    2412 Catherine Dr.
                                                    Burlington, NC 27215

                                                    Eileen Shiman                                         6.00
                                                    3625 Yale Drive
                                                    Santa Rosa, CA 95405

Lincoln World Growth Portfolio (Class D)            None

Lincoln Government Income Portfolio                 None
(Class A)

Lincoln Government Income Portfolio                 Irene E. Hall                                         8.26
(Class B)                                           5503 Monticello Ave.
                                                    Dallas, TX  75206
</TABLE>

                                      -33-
<PAGE>

<TABLE>
<CAPTION>

PORTFOLIO                                           NAME AND ADDRESS OF SHAREHOLDER                  PERCENT HELD
- ---------                                           -------------------------------                  ------------
<S>                                                 <C>                                                   <C>
                                                    NFSC FBO                                              5.14
                                                    Geraldine W. Nixon
                                                    1577 Galor Circle
                                                    Smyrna, GA  30080

Lincoln Government Income Portfolio                 William H. Lambert                                    16.63
(Class C)                                           7775 Chaple Ridge
                                                    Memphis, TN 38018
                                                    Eileen Shiman                                         14.99
                                                    3625 Yale Drive
                                                    Santa Rosa, CA 95405

Lincoln Government Income Portfolio                 None
(Class D)

Lincoln Tax-Free Portfolio (Class A)                None

Lincoln Tax-Free Portfolio (Class B)                NFSC FBO                                              14.02
                                                    Geraldine W. Nixon
                                                    1577 Gaylor Circle
                                                    Smyrna, GA  30080

                                                    NFSC FBO                                              10.94
                                                    Rand H. Seaman
                                                    PO Box 4129
                                                    Danbury, CT  06813

                                                    NFSC                                                  10.73
                                                    FBO Carrie A. Magee
                                                    671 Metairie Dr., Apt. M
                                                    Greenwood, IN 46143

                                                    NFSC FBO                                              6.06
                                                    Rita J. Obringer
                                                    910 Powers Street
                                                    New Haven, IN 36203

                                                    George A. Ford                                        5.89
                                                    Lorraine B. Ford
                                                    Trustee Ford Family Trust
                                                    3411 Van Buren Avenue
                                                    Ogden, UT 84403

                                                    Clayton L. McKendree                                  5.45
                                                    Stacey G. McKendree
                                                    4051 Ortega Forest Drive
                                                    Jacksonville, FL 32210
</TABLE>

                                      -34-
<PAGE>

<TABLE>
<CAPTION>

PORTFOLIO                                           NAME AND ADDRESS OF SHAREHOLDER                  PERCENT HELD
- ---------                                           -------------------------------                  ------------
<S>                                                 <C>                                                   <C>
Lincoln Tax-Free Income Portfolio                   NFSC FBO                                              23.32
(Class C)                                           Leonel R. Felteau
                                                    Anne L. Felteau
                                                    1578 Greyson Ridge
                                                    Marietta, GA  30062

                                                    NFSC FBO                                              14.83
                                                    Ella D. McClinca
                                                    254 S. 400 E
                                                    Kaysville, UT 84037

Lincoln Tax-Free Income Portfolio                   None
(Class D)

Lincoln New Pacific Portfolio (Class A)             None

Lincoln New Pacific Portfolio                       NFSC                                                  22.88
(Class B)                                           FBO Lawrence B. Silver
                                                    1800 Linglestown Rd. Suite 404
                                                    Harrisburg, PA 17110

                                                    Kenneth D. Willis, MD                                 8.78
                                                    1506 Olive Drive
                                                    Huntsville, AL 35801

Lincoln New Pacific Portfolio                       NFSC
(Class C)                                           FBO Garold A. Nest                                    20.66
                                                    105-B Westwall St.
                                                    Harrisonville, MO 64701

                                                    Paul E. Moberg                                        20.60
                                                    52 Hull Road
                                                    Hampton, VA  23664

                                                    Charles H. Stevens                                    6.73
                                                    2413 Jenan Road
                                                    Virginia Beach, VA  23454

                                                    Edward K. Robinson                                    5.34
                                                    Dianne McKenzie
                                                    11999 W. Florida
                                                    Boise, ID  83709

Lincoln New Pacific Portfolio                       None
(Class D)

Lincoln Corporate Income Portfolio (Class A)        None

Lincoln Corporate Income Portfolio (Class B)        None

</TABLE>
                                      -35-

<PAGE>

<TABLE>
<CAPTION>

PORTFOLIO                                           NAME AND ADDRESS OF SHAREHOLDER                  PERCENT HELD
- ---------                                           -------------------------------                  ------------
<S>                                                 <C>
Lincoln Corporate Income Portfolio (Class C)        None

Lincoln Corporate Income Portfolio (Class D)        None

Lincoln Cashfund Portfolio (Classes A, B)           None
</TABLE>

INVESTMENT ADVISOR

    The  investment  advisor  to all of the  Portfolios  is  Lincoln  Investment
Management,  Inc. ("LIM" or the "Investment  Advisor"  formerly Lincoln National
Investment  Management  Company),  200 East Berry  Street,  Fort Wayne,  Indiana
46802. LIM was incorporated in Illinois in 1930 and is a wholly-owned subsidiary
of Lincoln National Corporation.  Lincoln National Corporation,  whose principal
office is  located at 1300 South  Clinton  Street,  Fort  Wayne,  Indiana,  is a
publicly-held  holding  company  organized  under  Indiana  law  which,  through
subsidiaries,  provides,  on a national  basis,  life  insurance and  annuities,
property-casualty  insurance and related services.  LIM, a registered investment
advisor,  receives  advisory  fees monthly based upon each  Portfolio's  average
daily net assets.  See  "Management-Investment  Advisor" in the Prospectus.  The
total gross fees (before  reimbursement)  paid to the Investment Advisor for the
fiscal year ended October 31, 1995 and the period ended  October 31, 1994,  were
as follows:

<TABLE>
<CAPTION>
                                                     YEAR ENDED         PERIOD ENDED
        FUND                                       OCTOBER 31, 1995    OCTOBER 31, 1994

<S>                                                   <C>                  <C>
Lincoln Growth and Income Portfolio                   $139,813             $ 84,525
Lincoln Enterprise Portfolio                           116,353               75,244
Lincoln U.S. Growth Portfolio                          105,965               68,168
Lincoln World Growth Portfolio                         142,529              111,392
Lincoln New Pacific Portfolio                          119,820              108,975 
Lincoln Government Income Portfolio                     33,749               27,383
Lincoln Corporate Income Portfolio                      40,247               28,095
Lincoln Tax-Free Income Portfolio                       31,052               26,794               
Lincoln Cashfund Portfolio                              27,946               23,370
</TABLE>                                                      
                                                       

        As of December  31,  1995,  LIM managed an  aggregate  of $38 billion in
assets, including those of other clients.
    
        The  Investment  Advisor  also  serves  as  investment  advisor  to  the
following  registered  investment  companies:  Lincoln National Bond Fund, Inc.,
Lincoln National Growth Fund, Inc.,  Lincoln National Income Fund, Inc., Lincoln
National Managed Fund, Inc.,  Lincoln National Money Market Fund, Inc.,  Lincoln
National Putnam Master Fund, Inc., Lincoln National Social Awareness Fund, Inc.,
Lincoln National Special  Opportunities Fund, Inc., Lincoln National Convertible
Securities Fund, Inc. and Lincoln National International Fund, Inc.


   
    While LIM acts as investment advisor for all of the Portfolios, it is solely
responsible  for the  investment  management  of the Lincoln  Government  Income
Portfolio, Lincoln Corporate Income Portfolio, Lincoln Tax-Free Income Portfolio
and Lincoln Cashfund Portfolio.
    

                                      -36-
<PAGE>

SUB-ADVISORS

        The following  registered  investment  advisors serve as Sub-Advisors to
the  Portfolios  indicated:   Beutel,   Goodman  Capital  Management  serves  as
Sub-Advisor  to the Lincoln  Growth and Income  Portfolio;  Lynch & Mayer,  Inc.
serves as Sub-Advisor to the Lincoln Enterprise Portfolio;  Provident Investment
Counsel serves as Sub-Advisor to the Lincoln U.S. Growth Portfolio; Walter Scott
& Partners  Limited serves as Sub-Advisor of the Lincoln World Growth  Portfolio
and John  Govett & Company  Limited  serves as  Sub-Advisor  of the  Lincoln New
Pacific Portfolio.

        Beutel, Goodman Capital Management. Beutel, Goodman and Company Ltd. was
formed in 1967 and is currently one of the largest investment  advisory firms in
Canada.  The firm  manages  pension  investments  for a number  of  fortune  500
companies with Canadian plans.  In 1980, the firm  established  Beutel,  Goodman
Capital Management,  its U.S. affiliate,  which manages assets in excess of $1.2
billion.

        Lynch & Mayer,  Inc.  Dennis Lynch and Eldon Mayer  established  Lynch &
Mayer,  Inc. in 1976.  Currently  the firm  manages  $6.6  billion in assets for
pension funds,  foundations,  endowments,  trusts and high net worth individuals
and families. The firm also manages a closed-end convertible security fund which
is traded on the New York Stock Exchange.  Lynch & Mayer's investment  expertise
is in equities and convertible securities.

        Provident Investment Counsel.  Provident Investment Counsel evolved from
a  predecessor  firm  founded in 1951.  In February  1995  Provident  Investment
Counsel  was  acquired  by United  Asset  Management  Corporation,  a  financial
services  holding company.  For the first twenty years of its history,  the firm
managed  primarily taxable  accounts.  Since the seventies,  the firm has sought
non-taxable  assets and today  approximately  96% of its $17.3 billion of assets
under management are non-taxed.

        Walter Scott & Partners  Limited.  Walter  Scott & Partners  Limited was
founded  in  1983.  The  firm  is an  investment  advisor  registered  with  the
Securities and Exchange Commission. The firm's area of expertise is in providing
both international and global management of equity securities.  The firm manages
money for pension  funds and  foundations  of over $2.0 billion for investors in
the United Kingdom and United States.

   
    John Govett & Co. Limited.  The London-based  investment  management firm of
John Govett & Co.  Limited was  established  in 1920.  In December,  1995,  John
Govett & Co. Limited was acquired by John Govett  Holdings  Limited,  a majority
owned subsidiary of the AIB Group of Companies, and since such date has acted as
sub-advisor  to the Lincoln New Pacific  Portfolio  without  compensation.  John
Govett & Co. Limited manages assets of over $5.1 billion for investment  trusts,
investment  companies,  mutual  funds  and  pension  funds.  The firm has  other
investment offices in Singapore and San Francisco.
    

CUSTODIAN AND ADMINISTRATOR

        Investors  Bank & Trust  Company  ("Investors  Bank"),  89 South Street,
Boston,  MA  02111,  serves  as  Custodian  and  Administrator  for  each of the
Portfolios.  The Fund has entered into  separate  custodian  and  administration
agreements  with Investors  Bank. As Custodian,  Investors  Bank  segregates and
maintains assets and accounts for the Portfolios.  As  Administrator,  Investors
Bank  administers  the Fund's  corporate  affairs and, in connection  therewith,
furnishes  the Fund  with  office

                                      -37-
<PAGE>

facilities,   maintains   certain  records  and  supplies   ordinary   clerical,
bookkeeping  and   recordkeeping   services.   See   "Management-Custodian   and
Administrator" in the Prospectus for further information.

DISTRIBUTOR

   
        Delaware  Distributors,  L.P.,  1818  Market  Street,  Philadelphia,  PA
19103-3682,  serves as Distributor of the shares of each of the Portfolios.  See
"Management - Distributor" in the Prospectus for further information.
    


                       DIVIDENDS, DISTRIBUTIONS AND TAXES

TAX INFORMATION CONCERNING ALL PORTFOLIOS OF THE FUND

        It is the policy of each Portfolio of the Fund to meet the  requirements
necessary to qualify as a "regulated  investment  company" under Subchapter M of
the Internal  Revenue Code of 1986, as amended (the "Code").  By following  such
policy,  each  Portfolio  expects to eliminate or reduce to a nominal amount the
federal income taxes to which it may be subject.

        In order to qualify as a regulated  investment  company,  each Portfolio
must,  among  other  things,  (1) derive at least 90% of its gross  income  from
dividends,  interest,  payment with respect to securities  loans, and gains from
the sale or other  disposition  of stock or  securities,  foreign  currencies or
other  income  (including  gains from  options,  futures  or forward  contracts)
derived  with  respect to its  business of  investing  in stock,  securities  or
currencies,  (2) derive less than 30% of its gross income from the sale or other
disposition of stock,  securities,  options,  futures,  forward  contracts,  and
certain foreign currencies (or options, futures, or forward contracts on foreign
currencies)  held for less than three months,  and (3) diversify its holdings so
that at the end of each  quarter  of its  taxable  year (i) at least  50% of the
market  value of the  Portfolio's  assets is  represented  by cash or cash items
(including  receivables),  United States  Government  securities,  securities of
other regulated investment  companies,  and other securities limited, in respect
of any  one  issuer,  to an  amount  not  greater  than 5% of the  value  of the
Portfolio's  assets at the date of purchase  and 10% of the  outstanding  voting
securities of such issuer, and (ii) not more than 25% of the value of its assets
is  invested in the  securities  of any one issuer  (other  than  United  States
Government securities or the securities of other regulated investment companies)
or of two or more  issuers  that the Fund  controls  and that are engaged in the
same,  similar or related trades or businesses.  These requirements may restrict
the  degree to which the Fund may  engage in  short-term  trading  and limit the
range  of the  Fund's  investments.  If a  Portfolio  qualifies  as a  regulated
investment  company, it will not be subject to federal income tax on the part of
its income  distributed to shareholders,  provided the Portfolio  distributes at
least 90% of its net  investment  income  (including  short-term  capital gains)
other than long-term  capital gains in each year. Each Portfolio intends to make
sufficient distributions to shareholders to meet this requirement.

        The Code imposes a  non-deductible  excise tax on  regulated  investment
companies  that do not  distribute in each calendar year  (regardless of whether
they otherwise have a non-calendar taxable year) an amount equal to 98% of their
"ordinary  income" (as defined) for the calendar year plus 98% of their "capital
gain net income" (as defined) for the 1-year period ending on October 31 of such
calendar year plus 100% of the prior calendar  year's  undistributed  income (if
any). The balance,  if any, of such income must be  distributed  during the next
calendar  year.  For the  foregoing  purposes,  a Portfolio is treated as having
distributed any amount on which it is subject to income tax for any

                                      -38-
<PAGE>

taxable year ending in such calendar  year. If  distributions  during a calendar
year are less  than the  required  amount,  that  particular  Portfolio  will be
subject to a non-deductible excise tax equal to 4% of the deficiency.

        Shareholders  of the Portfolios will generally pay federal income tax on
distributions  received from the Funds except in the case of dividends  from net
investment  income paid by the Lincoln  Tax-Free  Income  Portfolio as discussed
below.  Dividends that are attributable to a Portfolio's  taxable net investment
income will be taxed as ordinary income.  Distributions of net capital gain that
are  designated  by a Portfolio  as capital  gain  dividends  will  generally be
taxable as long-term  capital  gain.  Distributions  in excess of a  Portfolio's
current and  accumulated  earnings and profits  will be treated by  shareholders
receiving  such  distributions  as a return of  capital;  a return of capital is
taxable to  shareholder  as  capital  gain to the  extent  that it exceeds  such
shareholder's basis in its shares in the Portfolio.  Shareholders not subject to
tax on  their  income  generally  will  not be  required  to pay tax on  amounts
distributed to them. Such shareholders will include qualified retirement plans.

        Certain investments and hedging activities of the Portfolios,  including
transactions  in  options,  futures  contracts,  hedging  transactions,  forward
contracts, straddles, foreign currencies, and foreign securities will be subject
to special tax rules.  See "Option  Transactions,"  "Straddles" and "Wash Sales"
herein.  In a given case,  these rules may  accelerate  income to the Portfolio,
defer losses to the Portfolio,  cause  adjustments in the holding periods of the
Portfolio's securities, convert short-term capital losses into long-term capital
losses, or otherwise affect the character of the Portfolio's income. These rules
could  therefore  affect the amount,  timing and character of  distributions  to
shareholders.  The  Portfolio  will  endeavor  to make any  available  elections
pertaining to such  transactions in a manner believed to be in the best interest
of the Portfolio.

        Certain securities  purchased by the Portfolios (such as STRIPS,  CUBES,
TRs,  TIGRs and  CATS),  are sold at  original  issue  discount  and do not make
periodic cash interest payments. A Portfolio will be required to include as part
of its current income the imputed  interest on such  obligations even though the
Portfolio has not received any interest payments on such obligations during that
period.  Because a Portfolio distributes all of its net investment income to its
shareholders  (including such imputed interest),  the Portfolio may have to sell
securities   in  order  to  generate  the  cash   necessary   for  the  required
distributions.  Such sales may occur at a time when the Investment Advisor would
not have chosen to sell such  securities  and which may result in a taxable gain
or loss.

        The Portfolio will be required in certain cases to withhold and remit to
the United States  Treasury 31% of taxable  dividends or of gross  proceeds from
redemptions  paid to any  shareholder  who has provided  either an incorrect tax
identification  number or no number at all, or who is subject to  withholding by
the Internal  Revenue Service for failure to properly  include on his tax return
payments  of  interest  or  dividends.   This   withholding,   known  as  backup
withholding,  is not an additional tax, and any amounts withheld may be credited
against the shareholder's ultimate U.S. tax liability.

        The  foregoing  is only a summary of some of the  important  federal tax
considerations  generally  affecting  purchasers of shares of a Portfolio of the
Fund.  Further tax information  regarding the Lincoln  Tax-Free Income Portfolio
and the Lincoln World Growth and Lincoln New Pacific  Portfolios are included in
following  sections of this Statement of Additional  Information.  No attempt is
made to present a detailed  explanation  of the federal  income tax treatment of
each  Portfolio or its  shareholders,  and this  discussion is not intended as a
substitute  for careful tax  planning.  Accordingly,  prospective

                                      -39-
<PAGE>

purchasers of shares of a Portfolio are urged to consult their tax advisors with
specific  reference  to  their  own  tax  situation,   including  the  potential
application of state and local taxes.

        The foregoing  discussion and the discussion below regarding the Lincoln
Tax-Free  Income  Portfolio and the Lincoln World Growth and Lincoln New Pacific
Portfolios are based on tax laws and regulations which are in effect on the date
of this Statement of Additional  Information;  such laws and  regulations may be
changed  by  legislative  or  administrative  action,  and such  changes  may be
retroactive.

ADDITIONAL TAX INFORMATION CONCERNING THE LINCOLN TAX-FREE INCOME PORTFOLIO

        The Code permits a regulated  investment company which has invested,  at
the close of each  quarter of its  taxable  year,  at least 50% of its assets in
tax-free  Municipal  Securities  and other  securities  exempt  from the regular
federal  income tax to pay  exempt-interest  dividends to its  shareholders.  As
discussed below,  exempt-interest dividends are generally not subject to federal
income tax.

        The policy of the Lincoln  Tax-Free  Income  Portfolio is to  distribute
each year as  exempt-interest  dividends  substantially  all the Portfolio's net
exempt  interest  income.  An  exempt-interest  dividend is any dividend or part
thereof (other than a capital gain dividend) paid by the Lincoln Tax-Free Income
Portfolio and  designated  as an  exempt-interest  dividend in a written  notice
mailed to shareholders  after the close of the Portfolio's  taxable year,  which
does not exceed,  in the  aggregate,  the net  interest  income  from  Municipal
Securities and other securities  exempt from regular federal income tax received
by the Portfolio  during the taxable year. The percentage of the total dividends
paid for any taxable year which qualifies as federal  exempt-interest  dividends
will be the same for all  shareholders  receiving  dividends  from the Portfolio
during such year, regardless of the period for which the shares were held.

        Exempt-interest dividends may be treated by the Portfolio's shareholders
as items of interest  excludable from their gross income under Section 103(a)(1)
of the Code.  However,  each  shareholder  is advised to consult  his or her tax
advisor  with  respect to whether  exempt-interest  dividends  would  retain the
exclusion  under  Section  103(a)(1)  if  such  shareholder  were  treated  as a
"substantial  user" or a "related person" to such user under Section 147(a) with
respect to facilities financed through any of the tax-exempt obligations held by
the Portfolio.  "Substantial user" is defined under U.S. Treasury Regulations to
include a non-exempt  person who regularly uses a part of such facilities in his
trade or business  and (a)(i) whose gross  revenues  derived with respect to the
facilities  financed  by the  issuance  of bonds  are more  than 5% of the total
revenues  derived by all users of such facilities or (ii) who occupies more than
5% of the usable area of the facility or (b) for whom such  facilities or a part
thereof were  specifically  constructed,  reconstructed  or  acquired.  "Related
persons"  includes  certain related natural  persons,  affiliated  corporations,
partners and partnerships.

        Dividends  attributable  to interest on certain  private  activity bonds
issued  after  August 7, 1986 must be included in  alternative  minimum  taxable
income  for  purposes  of  determining  liability  (if any) for the  alternative
minimum tax for individuals and corporations.  In the case of corporations,  all
tax-exempt interest dividends will be taken into account in determining adjusted
current  earnings  for the  purpose of  computing  the  alternative  minimum tax
imposed on corporations (as defined for federal income tax purposes).

                                      -40-
<PAGE>

        The Lincoln  Tax-Free  Income  Portfolio  may acquire  rights  regarding
specified  portfolio  securities  under  puts.  See  "Puts."  The  policy of the
Portfolio is to limit its acquisition of puts to those under which the Portfolio
will be treated for federal  income tax  purposes as the owner of the  Municipal
Securities  acquired  subject  to the  put  and the  interest  on the  Municipal
Securities  will be tax-exempt to the Portfolio.  Although the Internal  Revenue
Service has issued a published ruling that provides some guidance  regarding the
tax  consequences  of the  purchase  of puts,  there is  currently  no  guidance
available from the Internal  Revenue Service that  definitively  establishes the
tax  consequences  of many of the types of puts that the Portfolio could acquire
under the Investment  Company Act.  Therefore,  although the Portfolio will only
acquire a put after concluding that it will have the tax consequences  described
above, the Internal Revenue Service could reach a different conclusion from that
of the Portfolio.

        If for any taxable year the  Portfolio  does not qualify for the special
tax treatment afforded regulated investment companies, all of its taxable income
would be subject to tax at regular  corporate  rates  (without any deduction for
distributions  to  shareholders),  and  Municipal  Securities  interest  income,
although not taxable to the  Portfolio,  would be taxable to  shareholders  when
distributed as dividends.

        The   foregoing  is  only  a  summary  of  some  of  the  important  tax
considerations  generally affecting purchasers of shares of the Lincoln Tax-Free
Income Portfolio.

        Additional tax information concerning all Portfolios is contained in the
immediately  preceding section of this Statement of Additional  Information.  No
attempt is made to  present a detailed  explanation  of the  federal  income tax
treatment of the Lincoln Tax-Free Income Portfolio or its shareholders, and this
discussion   is  not  intended  as  a  substitute   for  careful  tax  planning.
Accordingly,  prospective  purchasers  of shares of the  Portfolio  are urged to
consult their tax advisors with specific  reference to their own tax  situation,
including the potential application of state and local taxes.

ADDITIONAL TAX  INFORMATION  CONCERNING THE LINCOLN WORLD GROWTH AND LINCOLN NEW
PACIFIC PORTFOLIOS

        Gain or loss on the sale or other disposition of foreign currency by the
Lincoln  World  Growth and Lincoln New  Pacific  Portfolios  on a spot (or cash)
basis will result in ordinary gain or loss for federal income tax purposes.

        Gains from  foreign  currencies  (including  foreign  currency  options,
foreign currency futures and foreign currency forward contracts) will constitute
qualifying  income  for  purposes  of the 90%  test.  However,  future  Treasury
regulations  may exclude  from  qualifying  income  foreign  currency  gains not
directly  related to a Portfolio's  business of investing in stock or securities
(and  may  further  define  those  foreign  currency  transactions  that are not
directly related).

        Investment  by  a  Portfolio  in  certain  "passive  foreign  investment
companies"  could  subject the  Portfolio  to U.S.  federal  income tax or other
charge on distributions  received from, or the sale of its investment in, such a
company, which tax cannot be eliminated by making distributions to shareholders.
If the  Portfolios  elect to treat a passive  foreign  investment  company  as a
"qualified electing fund",  different rules would apply, although the Portfolios
do not expect to be in the position to make such elections.

                                      -41-
<PAGE>

FOREIGN TAX CREDIT

        Shareholders  of the  Lincoln  World  Growth  and  Lincoln  New  Pacific
Portfolios  who are U.S.  citizens  may be able to claim a foreign tax credit or
deduction on their U.S. income tax returns with respect to foreign taxes paid by
the  Portfolios.  Generally,  a  credit  for  foreign  taxes is  subject  to the
limitation that it may not exceed the shareholder's U.S. tax attributable to his
or her total foreign source taxable  income.  For this purpose,  the source of a
Portfolio's  income flows through to its shareholders.  A Portfolio's gains from
the sale of securities  generally  will be treated as derived from U.S.  sources
and certain currency fluctuation gains, including fluctuation gains from foreign
currency denominated debt securities,  receivables and payables, will be treated
as ordinary  income  derived from U.S.  sources.  With limited  exceptions,  the
foreign tax credit is allowed to offset only 90% of the alternative  minimum tax
imposed  on  corporations  and  individuals.   Because  of  these   limitations,
shareholders  may be  unable  to claim a credit  for the  full  amount  of their
proportionate share of the foreign taxes paid by a Portfolio.

        The foregoing is only a general  description of the treatment of foreign
withholding  or other  foreign  taxes  under the U.S.  federal  income tax laws.
Because the  availability  of a credit or  deduction  depends on the  particular
circumstances of each shareholder, shareholders are advised to consult their own
tax advisors.

TAXATION OF SHAREHOLDERS

        Gain or  loss on the  sale of a  security  generally  will be  long-term
capital gain or loss if the Portfolio has held the  securities for more than one
year.  Gain or loss on the sale of  securities  held for not more  than one year
will be  short-term.  If one of the  Portfolios  acquires a debt  security  at a
substantial  discount, a portion of any gain upon the sale or redemption will be
taxed as ordinary  income,  rather than  capital  gain to the extent it reflects
accrued  market  discount.  Alternatively,  this  discount may be  accredited as
ordinary income on a daily basis rather than recognized at disposition.

        Dividends of net  investment  income and  distributions  of net realized
short-term  capital gains will be taxable to shareholders as ordinary income for
federal  income  tax  purposes,  whether  received  in  cash  or  reinvested  in
additional shares. Dividends received by corporate shareholders will qualify for
the  dividends-received  deduction  only to the  extent  that each of the Equity
Portfolios  designates  the amount  distributed  as a dividend and the amount so
designated  does not exceed the  aggregate  amount of dividends  received by the
Portfolio  from  domestic   corporations  for  the  taxable  year.  The  federal
dividends-received  deduction for corporate  shareholders may be further reduced
or  disallowed  if the shares with respect to which  dividends  are received are
treated as debt-financed or are deemed to have been held for less than 46 days.

        Foreign  countries may impose  withholding  and other taxes on dividends
and  interest  paid to the  Portfolios  with respect to  investments  in foreign
securities. However, certain foreign countries have entered into tax conventions
with the U.S. to reduce or eliminate such taxes.

        Distributions of long-term capital gains will be taxable to shareholders
as such,  whether paid in cash or reinvested in additional shares and regardless
of the length of time that the  shareholder  has held his or her interest in one
of the Portfolios. If a shareholder receives a distribution taxable as long-term
capital gain with respect to his or her investment in a Portfolio and redeems or
exchanges  the shares  before he or she has held them for more than six  months,
any loss on the  redemption or

                                      -42-
<PAGE>

exchange  that is less than or equal to the amount of the  distribution  will be
treated as a long-term capital loss.

        If a shareholder  (a) incurs a sales charge or in acquiring or redeeming
shares of one of the  Portfolios,  (b)  disposes  of those  shares and  acquires
within 90 days after the original  acquisition or (c) acquires within 90 days of
the redemption those shares in a mutual fund for which the otherwise  applicable
sales  charge is reduced by reason of  reinvestment  right  (i.e.,  an  exchange
privilege),  the original sales charge increases the  shareholder's tax basis in
the original shares only to the extent the other applicable sales charge for the
second acquisition is not reduced. The portion of the original sales charge that
does not increase the  shareholder's  tax basis in the original  shares would be
treated as incurred  with  respect to the second  acquisition  and, as a general
rule, would increase the  shareholder's  tax basis in the newly acquired shares.
Furthermore,  the same rule also applies to a disposition  of the newly acquired
or redeemed shares made within 90 days of the second acquisition. This provision
prevents a shareholder from  immediately  deducting the sales charge by shifting
his or her investment in a family of mutual funds.

        Investors  considering buying shares of one of the Portfolios just prior
to a record date for a taxable dividend or capital gain  distribution  should be
aware  that,  regardless  of  whether  the price of the  Portfolio  shares to be
purchased  reflects  the  amount of the  forthcoming  dividend  or  distribution
payment,  any such payment will be a taxable  dividend or distribution  payment.
This is of particular concern for investors in the Equity Portfolios since these
Portfolios may make distributions on an annual basis.

OPTIONS TRANSACTIONS

        The  tax  consequences  of  options  transactions  entered  into  by the
Portfolios  will vary  depending  on the nature of the  underlying  security and
whether  the  "straddle"  rules,   discussed  separately  below,  apply  to  the
transaction. When a Portfolio writes a call or put option on a debt security, it
will receive a premium that will,  subject to the "section  1256  contract"  and
straddle rules discussed  below, be treated as follows for tax purposes.  If the
option expires  unexercised,  or if a Portfolio  entered into a closing purchase
transaction,  the  Portfolio  will  realize  a gain  (or loss if the cost of the
closing purchase  transaction  exceeds the amount of the premium) without regard
to any unrealized gain or loss on the underlying security. Any such gain or loss
will be short-term  capital gain or loss,  except that any loss on a "qualified"
covered  call  option  not  treated  as part of a  straddle  may be  treated  as
long-term  capital loss.  If a call option  written by a Portfolio is exercised,
the  Portfolio  will  recognize  a  capital  gain or loss  from  the sale of the
underlying  security,  and will treat the premium as additional  sales proceeds.
Whether  the gain or loss will be  long-term  or  short-term  will depend on the
holding  period  of  the  underlying  security.  If a put  option  written  by a
Portfolio is  exercised,  the amount of the premium will reduce the tax basis of
the security the Portfolio then purchases.

                                      -43-
<PAGE>

STRADDLES

        The Code contains rules applicable to "straddles",  that is, "offsetting
positions in actively traded personal property." Such personal property includes
offsetting  puts of the same class,  section 1256 contracts or other  investment
contracts.  Where  applicable,  the straddle rules generally  override the other
provisions of the Code. In general,  investment  positions will be offsetting if
there is a substantial  diminution in the risk of loss from holding one position
by reason of holding one or more other positions  (although certain covered call
options would not be treated as part of a straddle). The Portfolios,  except for
Lincoln  Cashfund  Portfolio,  are  authorized  to enter into  covered  call and
covered  put  positions.  Depending  on what  other  investments  are  held by a
Portfolio,  at the  time it  enters  into  one of the  above  transactions,  the
Portfolio may create a straddle for purposes of the Code.

WASH SALES

        "Wash  sale" rules will apply to prevent  the  recognition  of loss with
respect to a position where an identical or substantially identical position has
been acquired thirty days prior to or thirty days after the date of the loss.

        The  foregoing is only a summary of certain  federal tax  considerations
generally affecting the Portfolios and their shareholders and is not intended as
a substitute for careful tax planning.  Shareholders  are urged to consult their
tax advisors  with  specific  reference to their own tax  situations,  including
their state and local tax liabilities.


                        PURCHASE AND REDEMPTION OF SHARES

   
    The  Portfolios  (other  than the  Lincoln  Cashfund  Portfolio)  issue  the
following classes of shares:  Class A shares are sold to investors  choosing the
initial sales charge alternative,  Class B shares are sold to investors choosing
the  deferred  sales  charge  alternative,  Class C shares are sold to investors
choosing the annual  distribution fee alternative and Class D shares are sold to
investors  choosing the no sales charge  alternative  and are only  available to
retirement  plans  introduced by persons not associated  with brokers or dealers
that are  primarily  engaged in the retail  securities  business  (and  rollover
individual  retirement accounts from such plans), as well as insurance companies
(including  both  general  and  separate  accounts),   affiliates  of  insurance
companies and investment  companies  registered under the Investment Company Act
of 1940. The Lincoln  Tax-Free  Income  Portfolio  does not presently  intend to
offer Class D shares.  The four classes of shares bear their own expenses  under
the  Plan  of  Distribution   and  have  separate   exchange   privileges.   See
"Distributor" and "Exchange Privileges."
    

        Each  Portfolio  offers its shares to the public on a continuous  basis.
Under  the  current   distribution   arrangements   between  the  Fund  and  the
Distributor,  the public  offering price per Class A share of a Portfolio is the
net asset value per share at the time of purchase plus a maximum sales charge of
5.5% on  Equity  Portfolios  and 4.5% on  Fixed-Income  Portfolios.  The  public
offering  price per  Class B share,  Class C share and Class D share is equal to
the net asset value per share at the time of purchase.

        The Lincoln  Cashfund  Portfolio  offers two classes of shares:  Regular
Shares and Class B Exchange  Shares.  The Regular shares are offered and sold at
the net asset value  ($1.00)  without a

                                      -44-
<PAGE>

sales charge and without any service or distribution  fees. The Class B Exchange
Shares,  which are  issued  only upon the  exchange  of shares of Class B of any
other Portfolio, are subject to the applicable CDSC, if any, upon redemption and
are charged  service and  distribution  fees of 1% on the net asset value of the
shares.

        The Fund has received  exemptive relief from the Securities and Exchange
Commission relating to multiple classes of stock. In addition, the Fund has made
the filings required to sell multiple classes of stock in the following  states:
Arizona, Iowa, Maine, Maryland, Massachusetts,  Michigan, Mississippi, Nebraska,
New Mexico, North Dakota, New Hampshire,  Puerto Rico, South Dakota,  Tennessee,
Texas, Vermont, Washington, West Virginia and Wisconsin.

REDUCTION AND WAIVER OF INITIAL SALES CHARGE--CLASS A SHARES

        Sales charges do not apply to shares of the Portfolios purchased: (1) by
registered  representatives,  immediate  family  members and other  employees of
broker/dealers  having  agreements  with the  Distributor;  (2) by a director or
officer of a fund  managed or advised by LIM or a director  (including a retired
director),   officer  or  employee  of  Lincoln  National   Corporation  or  its
subsidiaries  or a  director,  officer or employee  acting as a custodian  for a
child or a person  acting  as  trustee  of a trust  for the  sole  benefit  of a
director,  officer or employee  or the  immediate  family  member of a director,
officer or  employee;  (3) in  accounts as to which a  broker-dealer  charges an
account  management fee,  provided the  broker-dealer  has an agreement with the
Distributor;  (4) as part of an  employee  benefit  plan  having  more  than 100
eligible  employees or a minimum of  $1,000,000  invested in the Fund,  provided
that certain  other  requirements,  as explained in the  Statement of Additional
Information,  are met; (5) with certain  redemption  proceeds  from other mutual
fund complexes on which the investor paid a front-end  sales charge only as part
of certain promotional programs established by the Fund and/or Distributor;  (6)
by one or more members of a group of at least 1,000 persons  engaged in a common
business,  profession,  civic  or  charitable  endeavor  or other  activity  and
retirees and immediate  family  members of such persons  pursuant to a marketing
program  between the  Distributor  and such group;  (7) by directors,  officers,
employees  and  immediate   family  members  of  current   sub-advisors  to  the
Portfolios;  or (8) by employees  and  immediate  family  members of the current
custodian and shareholder services agent.

         Immediate family members are defined as the spouse, parents,  siblings,
natural or adopted children,  mother-in-law,  father-in-law,  brother-in-law and
sister-in-law of a director,  officer or employee. The term "employee" is deemed
to include current and retired employees.

         Exemptions must be qualified in advance by the distributor and employee
benefit plan investors must meet all requirements  specified in the Statement of
Additional Information. Your investment professional should call the distributor
or shareholder services for more information.

         Additional  information  on waiver  of the  contingent  deferred  sales
charges on Class B shares can be found in the Prospectus.

        Combined Purchase and Cumulative Purchase  Privilege.  If an investor or
eligible  group of related  investors  purchases  Class A shares of a  Portfolio
concurrently  with Class A shares of other Portfolios of the Fund, the purchases
may be combined to take  advantage of the reduced  sales  charges  applicable to
larger   purchases.   See  the  table  of   breakpoints   under   "Purchase   of
Shares--Initial Sales Charge Alternative--Class A Shares" in the Prospectus.

                                      -45-
<PAGE>

        An eligible group of related Fund investors  includes any combination of
the following:

                       (a)   an individual;

                       (b)   the  individual's  spouse,  their  children,  their
                             parents,   their   mother-in-law,    father-in-law,
                             brother-in-law and sister-in-law;

                       (c)   the  individual's   Individual  Retirement  Account
                             (IRA);

                       (d)   any company controlled by the individual (a person,
                             entity  or  group  that  holds  25% or  more of the
                             outstanding voting securities of a corporation will
                             be  deemed  to  control  the  corporation,   and  a
                             partnership will be deemed to be controlled by each
                             of its general partners);

                       (e)   a   trust   created   by   the   individual,    the
                             beneficiaries  of which are the individual,  his or
                             her spouse, parents or children;

                       (f)   a Uniform Gifts to Minors Act/Uniform  Transfers to
                             Minors Act account created by the individual or the
                             individual's spouse; and

                       (g)   one or more  employee  benefit  plans of a  company
                             controlled by an individual.

        In addition, an eligible group of related Fund investors may include the
following:

                       (h)   any  employer (or group of related  employers)  and
                             one or  more  qualified  retirement  plans  of such
                             employer or  employers  (an  employer  controlling,
                             controlled by or under comment control with another
                             employer is deemed related to that employer).

        The Combined Purchase and Cumulative  Purchase  Privilege does not apply
to individual participants described above under "Retirement and Group Plans."

EXCHANGE PRIVILEGE

        Except as noted below, shareholders of any Portfolio may exchange all or
part of their shares for shares of the same class of the other Portfolios of the
Fund or for shares of the Lincoln  Cashfund  Portfolio  on the basis of relative
net asset value per share at the time of exchange as follows:

                         (i) Class A shares of any  Portfolio  purchased  with a
                sales charge may be  exchanged  for Class A shares of any of the
                other  Portfolios,  and the sales charge  differential,  if any,
                will  be  applied.  Class  A  shares  of  any  Portfolio  may be
                exchanged  without a sales  charge for shares of the  Portfolios
                that are offered  without a sales charge.  Class A shares of any
                Portfolio  purchased without a sales charge may be exchanged for
                shares  sold  with a sales  charge,  and the  appropriate  sales
                charge differential will be applied.

                                      -46-
<PAGE>

                         (ii)  Class A shares  of any  Portfolio  acquired  by a
                previous exchange of shares purchased with a sales charge may be
                exchanged for Class A shares of any of the other  Portfolios and
                the sales charge differential, if any, will be applied.

                         (iii) Class B shares of any  Portfolio may be exchanged
                without a sales charge.  For purposes of calculating  contingent
                deferred  sales charge  rates and  conversion  periods,  Class B
                shares of a  Portfolio  exchanged  for Class B shares of another
                Portfolio  will be deemed  to have been held  since the date the
                shares being  exchanged  were  purchased.  This includes Class B
                shares of the Lincoln Cashfund Portfolio.

                         (iv) Class C shares of any  Portfolio  may be exchanged
                without a sales charge.

        The exchange  privilege  enables  shareholders  to acquire shares of the
same class in a Portfolio with different investment objectives when they believe
a shift between Portfolios is an appropriate investment decision. This privilege
is available to shareholders residing in any state in which the Portfolio shares
being acquired may legally be sold.  Prior to any exchange,  the investor should
obtain  and  review a copy of the  current  Prospectus  for  information  on the
Portfolio into which an exchange is being considered.

        Upon  receipt  of  proper  instructions  and  all  necessary  supporting
documents,  shares  submitted for exchange are redeemed at the  then-current net
asset value and, subject to any applicable contingent deferred sales charge, the
proceeds are immediately  invested,  at a price as described above, in shares of
the Portfolio being acquired. The Fund reserves the right to reject any exchange
request.  The exchange privilege may be modified or terminated at any time after
notice to shareholders.


                       EXECUTION OF PORTFOLIO TRANSACTIONS

        The Investment Advisor and the Sub-Advisors (collectively referred to as
the  "Advisor" in this  section) are  responsible  for decisions to buy and sell
securities and futures and options thereon for each Portfolio,  the selection of
brokers, dealers and futures commission merchants to effect the transactions and
the negotiation of brokerage commissions. Purchases and sales of securities on a
securities  exchange are effected  through  brokers who charge a commission  for
their services.  Broker-dealers may also receive  commissions in connection with
options and futures  transactions  including the purchase and sale of underlying
securities upon the exercise of options. Orders may be directed to any broker or
futures commission merchant.

        In the  over-the-counter  market,  securities are generally  traded on a
"net" basis with dealers  acting as principal  for their own accounts  without a
stated commission,  although the price of the security usually includes a profit
to the dealer.  In underwritten  offerings,  securities are purchased at a fixed
price which includes an amount of  compensation  to the  underwriter,  generally
referred to as the underwriter's  concession or discount.  On occasion,  certain
money market instruments may be purchased directly from an issuer, in which case
no commissions or discounts are paid.

        In placing  orders for  portfolio  securities  for each  Portfolio,  the
Advisor  is  required  to give  primary  consideration  to  obtaining  the  most
favorable  price and  efficient  execution.  The  Advisor

                                      -47-
<PAGE>

seeks to  effect  each  transaction  at a price  and  commission,  if any,  that
provides the most favorable total costs or proceeds reasonably attainable in the
circumstances.  Within the  framework of this policy,  the Advisor will consider
the research and  investment  services  provided by brokers,  dealers or futures
commission merchants who effect or are parties to portfolio  transactions of the
Fund  (including  each of the  Portfolios),  the Advisor or the Advisor's  other
clients.  Such research and investment services are those which brokerage houses
customarily  provide to  institutional  investors  and include  statistical  and
economic data and research reports on particular companies and industries.  Such
services  are used by the  Advisor  in  connection  with  all of its  investment
activities,  and some of such services obtained in connection with the execution
of transactions for the Fund may be used in managing other investment  accounts.
Conversely,  brokers,  dealers or futures commission  merchants  furnishing such
services  may be  selected  for the  execution  of  transactions  of such  other
accounts,  whose aggregate  assets are far larger than the Fund and the services
furnished by such brokers,  dealers or futures commission  merchants may be used
by the Advisor in providing investment management for the Fund. Commission rates
are established  pursuant to  negotiations  with the broker based on the quality
and quantity of  execution  services  provided by the broker,  dealer or futures
commission  merchant in the light of generally  prevailing  rates. The Advisor's
policy is to pay higher commissions to brokers for particular  transactions than
might be charged if a different broker had been selected,  on occasions when, in
the Advisor's  opinion,  this policy  furthers the  objective of obtaining  best
price and  execution.  The Advisor is  authorized to pay higher  commissions  on
brokerage  transactions  for the Fund to brokers in order to secure the research
and investment  services described above,  subject to review by the Fund's Board
of  Directors  from  time to  time as to the  extent  and  continuation  of this
practice.  The allocation of orders among brokers and the commission  rates paid
are reviewed periodically.

        Subject to the above considerations, an affiliate of the Advisor may act
as a securities broker or futures commission merchant for the Fund. In order for
an affiliate of the Advisor to effect any portfolio  transactions  for the Fund,
the commissions,  fees or other  remuneration  received by the affiliate must be
reasonable and fair compared to the commissions, fees or other remuneration paid
to other brokers or futures  commission  merchants in connection with comparable
transactions  involving similar securities or futures being purchased or sold on
an exchange or board of trade during a comparable  period of time. This standard
would allow an affiliate of the Advisor to receive no more than the remuneration
which would be expected  to be  received  by an  unaffiliated  broker or futures
commission merchant in a commensurate arm's-length transaction. Furthermore, the
Trustees  of the  Fund,  including  a  majority  of the  Trustees  who  are  not
"interested"  persons,  have adopted procedures which are reasonably designed to
provide that any commissions, fees or other remuneration paid to an affiliate of
the Advisor are  consistent  with the foregoing  standard.  In  accordance  with
Section  11(a) under the  Securities  Exchange Act of 1934,  an affiliate of the
Advisor may not retain  compensation  for effecting  transactions  on a national
securities  exchange for the Fund unless the Fund has expressly  authorized  the
retention of such  compensation in a written  contract  executed by the Fund and
such  affiliate.  Section  11(a)  provides that an affiliate of the Advisor must
furnish to the Fund at least annually a statement setting forth the total amount
of all compensation retained by the affiliate from transactions effected for the
Fund during the applicable  period.  Brokerage and futures  transactions with an
affiliate of the Advisor are also subject to such fiduciary  standards as may be
imposed by applicable  law. No such trades have been made through  affiliates to
date.

   
    Brokerage  commissions  for the Portfolios for the fiscal year ended October
31, 1995 and the period ended October 31, 1994,  respectively,  were as follows:
Lincoln  Growth and Income  Portfolio  $32,115 and $33,085;  Lincoln  Enterprise
Portfolio $42,482 and $35,533 ; Lincoln U.S. Growth Portfolio $23,709 and

                                      -48-
<PAGE>

$27,955;  Lincoln World Growth  Portfolio  $12,019 and $31,838;  and Lincoln New
Pacific  Portfolio  $187,987 and $142,441.  The other  Portfolios  did not incur
brokerage commissions in either year.
    

                         CALCULATION OF PERFORMANCE DATA

        With  respect  to the  Lincoln  Cashfund  Portfolio,  the yield  will be
computed by determining the percentage net change, excluding capital changes, in
the value of one share of the  particular  class of the Portfolio  over the base
period, and multiplying the net change by 365/7 (or approximately 52 weeks). The
effective  yield of each class of the Portfolio  will represent a compounding of
the yield by adding 1 to the number  representing the percentage change in value
of the investment  during the base period,  raising the same to a power equal to
365/7, and subtracting 1 from the result.

        Performance  information  for all of the other  Portfolios  showing  the
Portfolio's  total return and/or 30-day yield with respect to a particular class
may be presented from time to time in advertising and sales literature. A 30-day
yield is  calculated  by dividing  the net  investment  income per share  earned
during the 30-day  base period by the maximum  offering  price per share  earned
during the 30-day  base period by the  maximum  offering  price per share on the
last day of the period, according to the following formula.

                30-day yield =             2[(  a-b   + 1)6  - 1]
                                                  cd


"a" represents  dividends and interest earned during the 30-day base period; "b"
represents  expenses  accrued to a  particular  class for the 30-day base period
(net of reimbursements);  "c" represents the average daily number of shares of a
particular class outstanding during the 30-day base period that were entitled to
receive dividends;  and "d" represents the maximum offering price per share of a
particular class on the last day of the 30-day base period.

        From time to time the tax equivalent  30-day yield of a particular class
of the Lincoln  Tax-Free  Income  Portfolio may be presented in advertising  and
sales  literature.  The tax equivalent 30-day yield will be computed by dividing
that portion of the Portfolio's  yield (relating to a particular class) which is
tax-exempt  by one minus a stated  income tax rate and adding the product of the
portion,  if any,  of the yield of the  Portfolio  (relating  to the  particular
class) that is not tax-exempt.

        The  performance of the Portfolios  will fluctuate from time to time and
is not necessarily representative of future results.  Accordingly, a Portfolio's
performance may not provide a good comparison for other  investments  that pay a
fixed rate of return for a stated period of time. Performance is a function of a
Portfolio's quality, composition and maturity, as well as the expenses allocated
to the Fund.

        The Lincoln Cashfund Portfolio may quote actual total return performance
in advertising and other types of literature  compared to indices or averages of
alternative   financial  products  available  to  prospective   investors.   The
performance   comparisons  may  include  the  average  return  of  various  bank
instruments,  some of which may  carry  certain  return  guarantees  offered  by
leading banks and thrifts,  as

                                      -49-
<PAGE>

monitored  by the Bank Rate  Monitor,  and  those of  corporate  and  government
security price indices of various durations prepared by Shearson Lehman Brothers
and Salomon  Brothers,  Inc.  These  indices are not managed for any  investment
goals.

        The Lincoln  Cashfund  Portfolio  may also use  comparative  performance
information  computed by and available from certain  industry and general market
research and publications, such as Lipper Analytical Services, Inc.

        Each of the  Portfolios,  except the Lincoln  Cashfund  Portfolio,  will
prepare  total  return  information.  These  returns are  computed by assuming a
hypothetical  initial  payment of  $1,000.  It is then  assumed  that all of the
dividends  and  distributions  paid by each  Portfolio  over the  relevant  time
periods were reinvested.  It is then assumed that at the end of the periods, the
entire amount was redeemed and any applicable  contingent  deferred sales charge
paid upon redemption was deducted from the redeemed  amount.  The average annual
total return is then  determined by calculating the annual rate required for the
initial  payment  to grow to the amount  which  would  have been  received  upon
redemption.  Total return does not take into account any federal or state income
taxes that may be payable upon redemption.

        Total return is computed according to the following formula:

                                  P(1+T)n=ERV

<TABLE>
                <S>             <C>           <C>
                Where:          P =           a hypothetical initial payment of $1,000.
                                T =           average annual total return.
                                n =           number of years.
                                ERV =         ending redeemable value of a hypothetical $1,000 payment
                                              made at the  beginning of the 1, 5 or 10 year periods at the end
                                              of the 1, 5 or 10 year periods (or fractional portion thereof).
</TABLE>

        Statistical and performance  information  compiled and maintained by CDA
Technologies,  Inc. and Interactive  Data Corporation may also be used. CDA is a
performance  evaluation  service  that  maintains  a  statistical  data  base of
performance,  as reported by a diverse universe of independently-managed  mutual
funds.  Interactive  Data  Corporation  is a  statistical  access  service  that
maintains a data base of various  industry  indicators,  such as historical  and
current  price/earning  information and individual  stock and fixed income price
and return information.

        Current   interest  rate  and  yield   information  on  government  debt
obligations  of various  durations,  as reported  weekly by the Federal  Reserve
(Bulletin  H.15),  may also be used. Also current rate  information on municipal
debt obligations of various durations,  as reported daily by the Bond Buyer, may
also be used.  The Bond  Buyer is  published  daily and is an  industry-accepted
source for current municipal bond market information.

        Comparative  information  on  the  Consumer  Price  Index  may  also  be
included. This Index, as prepared by the U.S. Bureau of Labor Statistics, is the
most commonly used measure of inflation. It indicates the cost fluctuations of a
representative  group of  consumer  goods.  It does not  represent  a return  on
investment.  From time to time,  the  Portfolios  may quote  actual total return
performance  in  advertising  and other types of literature  compared to results
reported by the Dow Jones Industrial Average.

                                      -50-
<PAGE>

        The Dow Jones Industrial Average is an industry-accepted unmanaged index
of  generally   conservative   securities  used  for  measuring  general  market
performance.  The  performance  reported  will reflect the  reinvestment  of all
distributions on a quarterly basis and market price fluctuations. The index does
not take into  account any  brokerage  commissions  or other  fees.  Comparative
information on the Consumer Price Index may also be included.

        The MSCI EAFE index is the industry standard  performance  benchmark for
international  equity  investment.  The index is market  weighted and represents
approximately  60% of the aggregate market value of the stock exchanges that are
included.  The index consists of 1,112 companies with a market capitalization of
$5,259 billion.  The following  countries are  constituents:  Austria,  Belgium,
Denmark, Finland, France, Germany,  Ireland, Italy, Netherlands,  Norway, Spain,
Sweden, Switzerland,  United Kingdom, Australia, Hong Kong, Japan, Malaysia, New
Zealand and Singapore.

        The   Portfolios   may  also  promote  the  yield  and/or  total  return
performance  and  use  comparative   performance  information  computed  by  and
available from certain  industry and general market  research and  publications,
such as Lipper Analytical Services, Inc.

   
PERFORMANCE INFORMATION FOR PERIODS ENDED OCTOBER 31, 1995

        Set forth below is total  return  information  for Class A shares of the
Lincoln Growth and Income Portfolio,  Lincoln Enterprise Portfolio, Lincoln U.S.
Growth  Portfolio,  Lincoln  World  Growth  Portfolio  and  Lincoln  New Pacific
Portfolio for the one-year and since  inception* periods ended October 31, 1995,
yield for the Lincoln  Government  Income  Portfolio,  Lincoln  Corporate Income
Portfolio  and Lincoln  Tax-Free  Income  Portfolio  for the 30-day period ended
October  31,  1995 and yield and  effective  yield  information  for the Lincoln
Cashfund Portfolio for the seven-day period ended October 31, 1995.

                 Total Return for Periods Ended October 31, 1995
            Class A Shares (assumes maximum sales load is deducted)
                                   (Unaudited)
<TABLE>
<CAPTION>

        FUND                                       1-YEAR PERIOD                               SINCE INCEPTION*

<S>                                                     <C>                                         <C>
Lincoln Growth and Income Portfolio                      12.54%                                      5.23%
Lincoln Enterprise Portfolio                             15.91%                                      3.48%
Lincoln U.S. Growth Portfolio                            15.09%                                      8.85%
Lincoln World Growth Portfolio                           (1.90)%                                     4.18%
Lincoln New Pacific Portfolio                           (18.74)%                                    (8.18)%
</TABLE>

*Class A shares of all Portfolios  listed above began  operations on December 3,
1993.  Total  return for Class B, C and D shares  may  differ  due to  different
expense structures and sales load and CDSC options.



         Yield for the 30-Day Period Ended October 31, 1995 (Unaudited)

        Fund                                                Yield

Lincoln Government Income Portfolio                          4.63%
Lincoln Corporate Income Portfolio                           5.19%

                                      -51-
<PAGE>

Lincoln Tax-Free Income Portfolio                            3.70%


          Yield and Effective Yield for the Lincoln Cashfund Portfolio
                 for the Seven-Day Period Ended October 31, 1995
                                   (Unaudited)

                       Yield                     4.71%
                       Effective Yield           4.82%

    
                                 NET ASSET VALUE

        The net asset  value per share of a  Portfolio  is the net worth of such
Portfolio (assets including  securities at value minus  liabilities)  divided by
the number of shares of such  Portfolio  outstanding.  The Fund will compute the
net asset value of each such Portfolio once daily at the times  indicated in the
Prospectus,  on days the New York Stock Exchange is open for trading,  except on
days on which no orders to purchase, sell or redeem shares of the Fund have been
received  or on days on which  changes in the value of a  Portfolio's  portfolio
securities do not effect net asset value.  The New York Stock Exchange is closed
on the  following  holidays:  New Year's  Day,  Presidents'  Day,  Good  Friday,
Memorial Day,  Independence Day, Labor Day,  Thanksgiving Day and Christmas Day.
The value of equity securities, other than options listed on national securities
exchanges,  is based on the last sale on national securities exchanges as of the
close of the New York Stock Exchange (which is currently 4:00 P.M., or later for
certain  trading,  New York time),  or, in the absence of recorded sales, at the
average of readily  available  closing bid and asked prices on such exchanges or
over-the-counter.  If no quotations are available,  securities will be valued at
fair value as  determined  in good faith by the Board of  Directors.  Options on
stocks and stock indices traded on national  securities  exchanges are valued as
of the close of options trading on such exchanges (which is currently 4:10 P.M.,
New York time), and stock index futures and options thereon, which are traded on
commodities exchanges or boards of trade, are valued at their last sale price as
of the close of such  commodities  exchanges  (which is currently 4:15 P.M., New
York  time)  or,  if there was no sale on the  applicable  securities  exchange,
commodities exchange or board of trade on such day, at the average of quoted bid
and asked prices as of the close of such exchange or board of trade.  Short-term
investments  which mature in 60 days or less are valued at amortized cost on the
60th day prior to maturity,  if their original term to maturity when acquired by
a Portfolio was more than 60 days,  unless this is  determined  not to represent
fair  value by the Board of  Directors.  Securities  or other  assets  for which
reliable  market  quotations  are  not  readily  available  are  valued  by  the
Investment  Advisor in good faith at fair value in  accordance  with  procedures
adopted by the Fund's Board of Directors on the basis of the following  factors:
cost of the security, transactions in comparable securities, relationships among
various securities and such other factors as may be determined by the Investment
Advisor to materially affect the value of the security.

        Bonds for which market  quotations  are readily  available are valued at
their bid  quotations.  Securities  for which market  quotations are not readily
available are valued at fair value in accordance with procedures  adopted by the
Board of  Directors.  Under these  procedures  the  Portfolio  values  municipal
securities on the basis of valuations  provided by a pricing  service which uses
information with respect to transactions in bonds, quotations from bond dealers,
market transactions in comparable  securities and various  relationships between
securities in  determining  value.  The Directors  believe that

                                      -52-
<PAGE>

reliable market  quotations are generally not readily  available for purposes of
valuing  tax-exempt  securities.  As  a  result,  depending  on  the  particular
tax-exempt  securities  owned by a  Portfolio,  it is  likely  that  most of the
valuations for such  securities will be based upon fair value  determined  under
the foregoing  procedures.  Short-term  investments which mature in less than 60
days are valued at amortized  cost on the 60th day prior to  maturity,  if their
original  term to maturity  when  acquired by a Portfolio was more than 60 days,
unless this is determined not to represent fair value by the Directors.

        The  Lincoln  Cashfund  Portfolio  uses the  amortized  cost  method  to
determine the value of its portfolio  securities in accordance with  regulations
of the SEC. The amortized  cost method  involves  valuing a security at its cost
and  amortizing  any  discount or premium over the period  until  maturity.  The
method does not take into account  unrealized capital gains and losses which may
result from the effect of fluctuating  interest rates on the market value of the
security.

        With  respect to the Lincoln  Cashfund  Portfolio,  the  Directors  have
determined to maintain a dollar-weighted  average portfolio  maturity of 90 days
or less, to purchase  instruments having remaining maturities of thirteen months
or less and to invest only in securities  determined by the  Investment  Advisor
under the  supervision of the Board of Directors to present minimal credit risks
and to be of "eligible  quality" in accordance with  regulations of the SEC. The
Board of Directors has adopted procedures  designed to stabilize,  to the extent
reasonably  possible,  the  Lincoln  Cashfund  Portfolio's  price  per  share as
computed for the purpose of sales and redemptions at $1.00. Such procedures will
include  review of the  Lincoln  Cashfund  Portfolio's  holdings by the Board of
Directors, at such intervals as they may deem appropriate,  to determine whether
the Lincoln  Cashfund  Portfolio's net asset value calculated by using available
market  quotations  deviates from $1.00 per share based on amortized  cost.  The
extent of any  deviation  will be  examined by the Board of  Directors.  If such
deviation  exceeds 1/2 of 1%, the Board of Directors will promptly consider what
action,  if any,  will  be  initiated.  In the  event  the  Board  of  Directors
determines  that a deviation  exists  which may result in  material  dilution or
other unfair  results to  prospective  investors or existing  shareholders,  the
Directors  will  take such  corrective  action as they  consider  necessary  and
appropriate,  including the sale of portfolio  instruments  prior to maturity to
realize capital gains or losses or to shorten average  portfolio  maturity,  the
withholding of dividends, redemptions of shares in kind, or the use of available
market quotations to establish a net asset value per share.

        Because the New York Stock Exchange or the national securities exchanges
on which stock options are traded have adopted different trading hours on either
a  permanent  or  temporary  basis,  the  Board  of  Directors  of the  Fund may
reconsider  the time at which  net  asset  value is  computed.  In  addition,  a
Portfolio may compute its net asset value as of any time  permitted  pursuant to
any exemption, order or statement of the SEC or its staff.

        Although  the  legal  rights  of Class A,  Class B,  Class C and Class D
shares are substantially  identical,  the different expenses borne by each class
will result in different net asset values and dividends.  The net asset value of
Class B and Class C shares will  generally  be lower than Class A shares and the
net asset value of Class A, Class B and Class C shares will  generally  be lower
than Class D shares as a result of the respective  service and distribution fees
charged. It is expected,  however, that the net asset value per share of each of
the classes will tend to converge  immediately  after the recording of dividends
since the dividends will differ by approximately  the amount of the distribution
expense accrual differential between the classes.

                                      -53-
<PAGE>

                              SHAREHOLDER SERVICES

   
        Upon the initial  purchase  of shares of any  Portfolio,  a  Shareholder
Investment  Account is established for each investor under which a record of the
shares  held  is  maintained  by  Delaware  Service  Company,   Inc.  ("Delaware
Service").  If a share  certificate is desired,  it must be requested in writing
for each  transaction.  Certificates  are issued only for full shares and may be
redeposited  in the Account at any time.  There is no charge to the investor for
issuance of a certificate. Whenever a transaction takes place in the Shareholder
Investment  Account,  the  shareholder  will be mailed a  statement  showing the
transaction and the status of the Account.
    

AUTOMATIC REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS

        Unless  indicated  otherwise  on  the  account  application,  investors'
dividends and capital gains  distributions are automatically  reinvested in full
and fractional  shares of the applicable  Portfolio at net asset value without a
sales charge. Changes to initial dividend elections must be directed to Delaware
Service in writing or by telephone  not less than 5 full  business days prior to
the record date. In the case of recently purchased shares for which registration
instructions  have not been received,  cash payment will be made directly to the
dealer.  Any shareholder who received a cash payment  representing a dividend or
distribution  may reinvest such dividend or  distribution  at net asset value by
returning the check or the proceeds to Delaware Service within 30 days after the
payment date. The investment  will be made at the net asset value per share next
determined after receipt of the check or proceeds by Delaware Service.

TAX-DEFERRED RETIREMENT PLANS

   
        Various   qualified   retirement   plans,   including  a  401(k)   plan,
self-directed  individual retirement accounts and "tax-deferred  accounts" under
Section  403(b)(7)  of the  Internal  Revenue  Code are  available  through  the
Distributor.  These  plans  are for use by both  self-employed  individuals  and
corporate  employers.  These plans permit either  self-direction  of accounts by
participants,  or  a  pooled  account  arrangement.  Information  regarding  the
establishment of these plans, and the  administration,  custodial fees and other
details are available from the Distributor or Delaware Service.
    

AUTOMATIC INVESTMENT PLAN

        Under the Automatic  Investment  Plan, an investor may arrange to have a
fixed amount  automatically  invested in Class A, Class B or Class C shares of a
Portfolio  monthly,  quarterly or  semi-annually  by authorizing his or her bank
account  to be  debited  to invest  specified  dollar  amounts  in shares of the
Portfolio.  The investor's bank must be a member of the Automatic Clearing House
System.  Further  information  about  this plan and an  application  form can be
obtained from Delaware Service.

                                      -54-
<PAGE>

SYSTEMATIC WITHDRAWAL PLAN

        A withdrawal plan is available for shareholders  having Class A, Class B
or Class C shares of any  Portfolio  who maintain a minimum  balance of $10,000.
The plan  provides for monthly or quarterly  checks in any amount,  but not less
than $50 (which  amount is not  necessarily  recommended).  To the  extent  such
withdrawals  exceed the current net assets value of reinvested  dividends,  they
may be subject to the  contingent  deferred  sales charge.  See  "Redemption  of
Shares -- Contingent Deferred Sales Charge -- Class B Shares" in the Prospectus.

        Dividends and  distributions on shares held under this plan are invested
in additional full and fractional  shares at net asset value.  See  "Shareholder
Investment  Account -- Automatic  Reinvestment of Dividends and  Distributions."
Delaware Service acts as agent for the shareholder in redeeming  sufficient full
and fractional shares to provide the amount of the periodic  withdrawal payment.
The plan may be terminated at any time, and the  Distributor  reserves the right
to  initiate  a fee  per  withdrawal,  upon  30  days'  written  notice  to  the
shareholder.

        Withdrawal  payments  should not be considered  as  dividends,  yield or
income. If periodic  withdrawals  continuously  exceed reinvested  dividends and
distributions,  the shareholder's  original  investment will be  correspondingly
reduced and ultimately exhausted.

        Furthermore, each withdrawal constitutes a redemption of shares, and any
gain or loss  realized must be recognized  for federal  income tax purposes.  In
addition,  withdrawals made concurrently with purchases of additional shares are
inadvisable  because of the sales charge applicable to (i) the purchase of Class
A shares and (ii) the  withdrawal  of Class B shares.  Each  shareholder  should
consult his or her own tax advisor  with regard to the tax  consequences  of the
plan.


                               GENERAL INFORMATION

        The Fund was incorporated under the laws of Maryland on August 12, 1993.
The Fund and all Portfolios  therein shall continue  perpetually  subject to the
provisions in the Articles of Incorporation  concerning termination by action of
the shareholders or by the Directors by written notice to the shareholders.

        The  authorized  capital of the Fund consists of  810,000,000  shares of
Common Stock,  $.01 par value,  issued in separate series.  Each Portfolio,  for
federal  income tax purposes,  will  constitute a separate  entity which will be
governed by the provisions of the Articles of  Incorporation.  All shares of any
Portfolio  issued and outstanding will be fully paid and  non-assessable  by the
Fund.  The  assets of the Fund  received  for the issue or sale of the shares of
each Portfolio and all income,  earnings,  profits and proceeds thereof, subject
only to the rights of creditors of such  Portfolio,  are specially  allocated to
such  Portfolio and  constitute the  underlying  assets of such  Portfolio.  The
underlying assets of each Portfolio are segregated on the books of account,  and
are to be charged with the  liabilities  in respect to such Portfolio and with a
share of the general liabilities incurred by each Portfolio of the Fund. General
liabilities  of  the  Fund  include,   without   limitation,   director's  fees,
professional  expenses and printing expenses.  Under no circumstances  would the
assets  of a  Portfolio  be used to meet  liabilities  which  are not  otherwise
properly  chargeable to it.  Expenses with respect to any two or more Portfolios
are to be  allocated  in  proportion  to the net asset  value of the  respective
Portfolio  except where  allocations of direct  expenses can otherwise be fairly
made. The officers of the Fund, subject to

                                      -55-
<PAGE>

the general  supervision of the Board of Directors,  have the power to determine
which  liabilities  are  allocable to a given  Portfolio or which are general or
allocable to two or more  Portfolios.  Upon redemption of shares of a Portfolio,
the shareholder will receive proceeds solely of the assets of such Portfolio. In
the event of the  dissolution  or  liquidation  of the Fund,  the holders of the
shares of any Portfolio are entitled to receive as a class the underlying assets
of such Portfolio available for distribution to shareholders.

        Shares of the Fund entitle their holders to one vote per share. However,
on any matter submitted to a vote of the shareholders,  all shares then entitled
to vote will be voted by individual Portfolios, unless otherwise required by the
Investment  Company  Act  (in  which  case  all  shares  will  be  voted  in the
aggregate).  For example, a change in investment policy for a Portfolio would be
voted  upon  only  by  shareholders  of the  Portfolio  involved.  Additionally,
approval  of the  investment  advisory  agreement  is a matter to be  determined
separately by each Portfolio.  Approval by the  shareholders of one Portfolio is
effective as to that Portfolio whether or not enough votes are received from the
shareholders  of the other  Portfolios  to  approve  the  proposals  as to those
Portfolios.

        Rule 18f-2 under the  Investment  Company Act  provides  that any matter
required to be submitted to the holders of the outstanding  voting securities of
an  investment  company  such as the  Fund  shall  not be  deemed  to have  been
effectively  acted upon  unless  approved  by the  holders of a majority  of the
outstanding  shares of each  Portfolio  affected by the matter.  For purposes of
determining  whether the approval of a majority of the  outstanding  shares of a
Portfolio  will be required in  connection  with a matter,  a Portfolio  will be
deemed to be affected by a matter  unless it is clear that the interests of each
Portfolio  in the matter are  identical,  or that the matter does not affect any
interest of the Fund. Under Rule 18f-2,  the approval of an investment  advisory
agreement or any change in  investment  policy would be  effectively  acted upon
with  respect to a Portfolio  and/or class only if approved by a majority of the
outstanding  shares of such  Portfolio  and/or class.  However,  Rule 18f-2 also
provides that the ratification of independent public  accountants,  the approval
of  principal  underwriting  contracts,  and the  election of  directors  may be
effectively  acted upon by shareholders of the Fund voting without regard to the
separate Portfolios and/or class.

        Pursuant to the Articles of Incorporation,  the Directors may authorized
the  creation of  additional  series of shares  (the  proceeds of which would be
invested in separate,  independently managed portfolios with distinct investment
objectives and policies and share  purchase,  redemption and net asset valuation
procedures) and additional  classes of shares within any Portfolio  (which would
be used to distinguish among the rights of different  categories of shareholders
as might be required by future  regulations or other  unforeseen  circumstances)
with such preferences, privileges, limitations and voting and dividend rights as
the Directors may determine.  All consideration  received by the Fund for shares
of any additional series or class, and all assets in which such consideration is
invested,  would belong to that series or class  (subject  only to the rights of
creditors  of such  series or class)  and would be  subject  to the  liabilities
related  thereto.  Pursuant to the Investment  Company Act,  shareholders of any
additional series or class of shares would normally have to approve the adoption
of any advisory  contract relating to such series or class and of any changes in
the investment policies related thereto.

        The Fund does not intend to hold shareholders' meetings unless otherwise
required by law. The Fund will not be required to hold meetings of  shareholders
unless the  election of  directors  is  required to be acted on by  shareholders
under the Investment  Company Act.  Shareholders have certain rights,  including
the right to call a meeting upon a vote of 10% of the Fund's  outstanding shares
for the purpose of voting on the removal of one or more directors or to transact
any other business.

                                      -56-
<PAGE>

TRANSFER AND DIVIDEND DISBURSING AGENT

   
        Delaware  Service  Company,  Inc.  ("Delaware  Service")  serves  as the
Transfer and Dividend  Disbursing Agent of the Fund. Its mailing address is 1818
Market Street, Philadelphia, PA 19103-3682.  Delaware Service provides customary
transfer  agency  services to the Fund  including  the  handling of  shareholder
communications,  the processing of shareholders transactions, the maintenance of
shareholder account records,  payment of dividends and distributions and related
functions.  Delaware  Service is an indirect wholly owned  subsidiary of Lincoln
National  Corporation  and  an  affiliate  of the  Investment  Advisor  and  the
Distributor.
    

INDEPENDENT PUBLIC ACCOUNTANTS

        Coopers & Lybrand L.L.P. serve as the Fund's independent accountants and
in that capacity audits the Fund's annual financial statements.

REGISTRATION STATEMENT

        This  Statement of  Additional  Information  and the  Prospectus  do not
contain all of the information set forth in the Registration  Statement the Fund
has filed with the SEC. The complete Registration Statement may be obtained from
the SEC upon payment of the fee  prescribed by the rules and  regulations of the
SEC.

FINANCIAL STATEMENTS AND REPORTS

        Shareholders  will  receive  unaudited  semi-annual  reports  and annual
reports audited by independent public accountants.

INVESTMENT ADVISOR

        Lincoln Investment Management, Inc. ("LIM")

INVESTMENT SUB-ADVISORS

        Beutel,   Goodman   Capital   Management   (Lincoln  Growth  and  Income
Portfolio),  Provident Investment Counsel (Lincoln U.S. Growth Portfolio), Lynch
& Mayer, Inc. (Lincoln  Enterprise  Portfolio),  Walter Scott & Partners Limited
(Lincoln World Growth  Portfolio),  John Govett & Company  Limited  (Lincoln New
Pacific Portfolio)

DISTRIBUTOR

   
        Delaware Distributors, L.P. (the "Distributor")
    

ADMINISTRATOR AND CUSTODIAN

        Investors Bank & Trust Company ("Investors Bank")


                                      -57-

<PAGE>

APPENDIX A

                           DESCRIPTION OF SECURITY RATINGS

MOODY'S INVESTORS SERVICE
         BOND RATINGS

         Aaa:  Bonds  which are rated Aaa are judged to be of the best  quality.
They carry the smallest degree of investment risk and are generally  referred to
as  "gilt  edge".   Interest  payments  are  protected  by  a  large  or  by  an
exceptionally   stable  margin  and  principal  is  secure.  While  the  various
protective  elements are likely to change, such changes as can be visualized are
most unlikely to impair the fundamentally strong position of such issues.

         Aa:  Bonds  which are rated Aa are judged to be of high  quality by all
standards. Together with the Aaa group they comprise what are generally known as
high  grade  bonds.  They are rated  lower  than Aaa bonds  because  margins  of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater  amplitude or there may be other  elements which make
the long-term risks appear somewhat larger than in Aaa securities.

         A: Bonds which are rated A possess many favorable investment attributes
and are considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

         Baa: Bonds that are rated Baa are considered medium grade  obligations,
i.e., they are neither highly  protected nor poorly secured.  Interest  payments
and principal  security appear  adequate for the present but certain  protective
elements may be lacking or may be  characteristically  unreliable over any great
length of time. Such bonds lack outstanding  investment  characteristics  and in
fact have speculative characteristics as well.

         Ba: Bonds which are rated Ba are judged to have  speculative  elements;
their future  cannot be  considered  as  well-assured.  Often the  protection of
interest  and  principal  payments  may be very  moderate,  and thereby not well
safeguarded  during  both good and bad times  over the  future.  Uncertainty  of
position characterizes bonds in this class.

         B:  Bonds  which  are rated B  generally  lack  characteristics  of the
desirable  investment.  Assurance  of  interest  and  principal  payments  or of
maintenance  of other terms of the contract  over any long period of time may be
small.

         Caa: Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present  elements of danger with respect to principal
or interest.

         Ca:  Bonds  which  are  rated  Ca  represent   obligations   which  are
speculative  in a high  degree.  Such  issues are often in default or have other
marked shortcomings.

                                      A-1
<PAGE>

         C: Bonds  which are rated C are the lowest  rated  class of bonds,  and
issues so rated can be  regarded  as having  extremely  poor  prospects  of ever
attaining any real investment standing.

         SHORT-TERM DEBT RATINGS

     Moody's  short term debt  ratings are opinions of the ability of issuers to
repay  punctually  senior  obligations  which  have  an  original  maturity  not
exceeding one year.

         P-1: Issuers rated "PRIME-1" or "P-1" (or supporting institutions) have
superior ability for repayment of senior short term debt obligations.

         P-2: Issuers rated "PRIME-2" or "P-2" (or supporting institutions) have
a strong ability for repayment of senior short term debt obligations.

         P-3: Issuers rated "PRIME-3" or "P-3" (or supporting institutions) have
an acceptable ability for repayment of senior short term debt obligations.

         MUNICIPAL NOTE RATINGS

     Issuers or the  features  associated  with  Moody's MIG or VMIG ratings are
identified by date of issue, date of maturity or maturities or rating expiration
date and description to distinguish each rating from other ratings.  Each rating
designation  is unique with no  implication as to any other similar issue of the
same obligor.  MIG ratings  terminate at the retirement of the obligation  while
VMIG rating expiration will be a function of each issue's specific structural or
credit features.

           MIG 1/VMIG 1:   This  designation  denotes  best  quality.  There  is
                           present  strong protection by established cash flows,
                           superior liquidity support,   or demonstrated  broad-
                           based  access to the  market  for refinancing.

           MIG 2/VMIG 2:   This  designation  denotes  high  quality. Margins of
                           protection are ample although not so large  as in the
                           preceding group.

           MIG 3/VMIG 3:   This  designation  denotes  favorable  quality.   All
                           security  elements  are  accounted  for  but there is
                           lacking  the  undeniable  strength  of the  preceding
                           grades.  Liquidity  and cash flow  protection  may be
                           narrow and market access for refinancing is likely to
                           be less well established.

           MIG 4/VMIG 4:   This designation denotes adequate quality. Protection
                           commonly  regarded  as  required  of  an   investment
                           security is present and although  not  distinctly  or
                           predominantly  speculative,  there is specific risk.

                                      A-2
<PAGE>


STANDARD & POOR'S CORPORATION
         BOND RATINGS

     AAA: Debt rated AAA has the highest rating assigned by Standard & Poor's to
a debt  obligation.  Capacity to pay interest  and repay  principal is extremely
strong.

     AA: Debt rated AA has a very  strong  capacity  to pay  interest  and repay
principal and differs from the highest rated issues only in a small degree.

     A: Debt rated A has a strong  capacity to pay interest and repay  principal
although it is somewhat more  susceptible  to the adverse  effects of changes in
circumstances and economic conditions than debt in higher rated categories.

     BBB:  Debt rated BBB is  regarded  as having an  adequate  capacity  to pay
interest and repay principal.  Whereas it normally exhibits adequate  protection
parameters,  adverse  economic  conditions  or changing  circumstances  are more
likely to lead to a weakened  capacity to pay interest and repay  principal  for
debt in this category than in higher rated categories.

     BB, B, CCC and CC: Debt rated BB, B, CCC or CC is regarded,  on balance, as
predominantly  speculative  with  respect to capacity to pay  interest and repay
principal in  accordance  with the terms of the  obligation.  BB  indicates  the
lowest degree of  speculation  and CC the highest degree of  speculation.  While
such debt will likely have some quality and  protective  characteristics,  these
are  outweighed  by large  uncertainties  or major  risk  exposures  to  adverse
conditions.

     C: This rating is reserved  for income  bonds on which no interest is being
paid.

     D: Debt rated D is in default,  and payment of interest and/or repayment of
principal is in arrears.



         COMMERCIAL PAPER RATINGS

     Standard & Poor's  commercial paper ratings are current  assessments of the
likelihood of timely payment of debt having an original maturity of no more than
365 days.

     A-1:  The A-1  designation  indicates  that the degree of safety  regarding
timely payment is either  overwhelming or very strong. A plus (+) designation is
applied only to those issues rated A-1 which possess an  overwhelming  degree of
safety.

     A-2:  Capacity  for timely  payment on issues with the  designation  A-2 is
strong.  However,  the  relative  degree of safety is not as high as for  issues
designated A-1.

     A-3:  Issues  carrying this  designation  have a satisfactory  capacity for
timely  payment.  They are,  however,  somewhat  more  vulnerable to the adverse
effects  of  changes  in  circumstances  than  obligations  carrying  the higher
designations.

                                      A-3
<PAGE>

         MUNICIPAL NOTE RATINGS

     A Standard & Poor's  municipal note rating reflects the liquidity  concerns
and  market  access  risks  unique to  notes.  Notes due in 3 years or less will
likely  receive a note rating.  Notes  maturing  beyond 3 years will most likely
receive a long-term debt rating.  The following  criteria will be used in making
that assessment:

                  Amortization  schedule (the larger the final maturity relative
             to other maturities, the more likely it will be treated as a note).

                  Source  of  payment  (the more  dependent  the issue is on the
             market for its refinancing, the more likely it will be treated as a
             note).

                  SP-1:  Very  strong or strong  capacity to pay  principal  and
             interest.  Those issues determined to possess  overwhelming  safety
             characteristics will be given a plus (+) designation.

                  SP-2: Satisfactory capacity to pay principal and interest.

                  SP-3: Speculative capacity to pay principal and interest.

                                      A-4
<PAGE>
   
 
                 [LOGO OF LINCOLN          LINCOLN 
                  ADVISOR FUNDS            ADVISOR
                  APPEARS HERE]            FUNDS
 
 
                                 ANNUAL REPORT
                               OCTOBER 31, 1995
 
                      LINCOLN GROWTH AND INCOME PORTFOLIO
                         LINCOLN ENTERPRISE PORTFOLIO
                         LINCOLN U.S. GROWTH PORTFOLIO
                        LINCOLN WORLD GROWTH PORTFOLIO
                         LINCOLN NEW PACIFIC PORTFOLIO
                      LINCOLN GOVERNMENT INCOME PORTFOLIO
                      LINCOLN CORPORATE INCOME PORTFOLIO
                       LINCOLN TAX-FREE INCOME PORTFOLIO
                          LINCOLN CASHFUND PORTFOLIO
 
             SECURITIES DISTRIBUTED BY DELAWARE DISTRIBUTORS L.P.,
                          PHILADELPHIA, PENNSYLVANIA
 
 
<PAGE>
 
[LOGO OF LINCOLN ADVISOR  LINCOLN
  FUNDS APPEARS HERE]     ADVISOR
                          FUNDS

                          A LETTER FROM THE PRESIDENT
 
                                                               November 21, 1995
Dear Shareholder:
 
The fiscal year ended October 31, 1995 was a very rewarding one for investors
in U.S. stocks and bonds as interest rates fell dramatically and corporate
earnings for many domestic and multinational businesses grew substantially
despite a slowdown in U.S. economic growth.
 
The Standard & Poor's 500 Index climbed +26.4% during this 12-month period
while the Merrill Lynch Corporate-Government-Mortgage Bond Index advanced
+15.8%. Both Indices are broad, unmanaged measures of their respective markets.
 
Our domestically oriented Lincoln Advisor Funds successfully participated in
this rally, which marked a stunning turnaround from 1994, when the Federal
Reserve Board rapidly raised short-term interest rates, resulting in a flat
stock market, and the worst bond market in nearly 70 years.
 
Total return from capital appreciation and reinvested dividends for the Lincoln
Advisor Funds for the 12 months ended October 31, 1995 based on Class A net
asset value, are shown in the table below.
 
<TABLE>
<CAPTION>
                                             TOTAL RETURN FOR CLASS A SHARES
                                                  FOR THE 12 MONTHS ENDED
                                            OCTOBER 31, 1995 AT NET ASSET VALUE
         <S>                                              <C>
         Lincoln Growth & Income Portfolio                 19.13%
         Lincoln Enterprise Portfolio                      22.72%
         Lincoln U.S. Growth Portfolio                     21.74%
         Lincoln World Growth Portfolio                     3.81%
         Lincoln New Pacific Portfolio                    (13.99)%
         Lincoln Government Income Portfolio               13.72%
         Lincoln Corporate Income Portfolio                17.71%
         Lincoln Tax-Free Income Portfolio                 14.76%
         Lincoln Cashfund Portfolio                         4.94%
</TABLE>
 
  Total return as shown above assumes reinvestment of dividends and
  capital gains, and excludes the effect of the front-end sales load.
  Complete performance information for the past fiscal year and for each
  Portfolio's lifetime can be found inside in the report on each
  respective Portfolio.
 
In the U.S., we are encouraged by the recent pause in the stock market's
stellar rise because it has reduced what, in our opinion, have been speculative
excesses in some industry groups, especially technology. Positive long-term
economic trends that bode well for 1996 include low inflation, declining
interest rates, increased business productivity and a U.S. dollar valuation
that favors exporters.
 
As you read this report, you'll see what steps the Funds' managers took during
the year to position their particular portfolio for a U.S. economy
characterized by modest growth as well as this past summer's reversal in the
Federal Reserve's interest rate policy.
 
Our international Funds' managers adjusted their portfolios to reflect
worldwide economic conditions that were generally not as favorable as
conditions in the U.S. You'll see in the report how these Funds' performance
was affected by the changing value of the dollar in relation to other
currencies and the financial circumstances of regions such as the Far East.
 
We believe the long-term outlook for financial markets both here and abroad is
bright and we hope to merit your continued confidence. We will strive to help
you meet the long-term investing goals you have developed with the help of your
financial advisor.
 
Sincerely,



 
Priscilla S. Brown, President
Lincoln Advisor Funds

<PAGE>
 
                               TABLE OF CONTENTS
 
<TABLE>
<S>                                                                         <C>
FINANCIAL INFORMATION:                                                      PAGE
Management, Discussion & Analysis..........................................    2
Portfolios of Investments
  Lincoln Growth and Income Portfolio......................................   19
  Lincoln Enterprise Portfolio.............................................   22
  Lincoln U.S. Growth Portfolio............................................   26
  Lincoln World Growth Portfolio...........................................   29
  Lincoln New Pacific Portfolio............................................   33
  Lincoln Government Income Portfolio......................................   40
  Lincoln Corporate Income Portfolio.......................................   42
  Lincoln Tax-Free Income Portfolio........................................   45
  Lincoln Cashfund Portfolio...............................................   48
Statements of Assets and Liabilities.......................................   50
Statements of Operations...................................................   52
Statements of Changes in Net Assets........................................   54
Financial Highlights.......................................................   58
Notes to Financial Statements..............................................   68
</TABLE>
 
 
 This annual report is for the information of Lincoln Advisor Funds'
 shareholders. Summary investment results are documented in the current
 Statement of Additional Information. The figures in this report represent
 past results. The return and principal value of an investment in the Fund
 will fluctuate so that shares, when redeemed, may be worth more or less
 than their original cost.
 
                                       1

<PAGE>

 
LINCOLN GROWTH AND INCOME PORTFOLIO
Managed by Beutel, Goodman Capital Management
 
This Portfolio seeks to provide capital appreciation and current income by
investing in stocks, fixed-income securities, convertible bonds and money
market instruments.
 
The Lincoln Growth & Income Portfolio generated a total return of +19.13%
(capital change plus income based on Class A net asset value) for the 12 months
ended October 31 using a strategy of investing in established companies that
are refocusing operations in ways we believe may add value to their stocks.
 
We sought companies that paid above-average dividends, and we achieved success
investing in banks, insurance companies, and conglomerates such as ITT Corp.,
which announced in June that it would split up its insurance, automotive and
hotel businesses. Its stock rose more than 40% in the past year.
 
As can be the case with any portfolio, some investments have yet to bear fruit.
The price of gold stagnated during the fiscal year, and consequently our
investment in Newmont Mining Co., a gold producer, did not rise in price as
much as stocks in other industries, even though the company's earnings doubled
during the fiscal year.
 
Your Fund participated in the technology stock rally in the past year through
selected investments in semiconductor and personal computer makers such as
Intel and Compaq. Technology stocks were 10% of net assets as of October 31.
Intel was the Fund's best performer, with a substantial price increase during
the fiscal year.
 
Our performance was not as strong as that of the unmanaged Standard & Poor's
500 Index during the year in part because, compared to the Index, your Fund's
portfolio was underweighted in consumer growth stocks.
 
In the coming months, we expect to add more companies with higher market
capitalizations to the portfolio at what we believe to be attractive prices.
The focus will be on companies that, in our opinion, have the potential to
perform well should U.S. economic growth slow.
 
2

<PAGE>
 
                      Comparison of a $10,000 Investment
                       Lincoln Growth & Income Portfolio
                                Class A Shares

                             TOTAL LIFETIME RETURN
                   DECEMBER 3, 1993 THROUGH OCTOBER 31, 1995

                             [GRAPH APPEARS HERE]
<TABLE> 
<CAPTION> 
                        Lincoln Growth &          Standard & Poor's
                        Income Portfolio              500 Index
                        ----------------          -----------------
<S>                     <C>                       <C> 
 12/3/93                  $ 9,451                      $10,000
12/31/93                  $ 9,537                      $10,168
 3/31/94                  $ 9,329                      $ 9,783
 6/30/94                  $ 9,044                      $ 9,824
 9/30/94                  $ 9,513                      $10,303
12/31/94                  $ 8,849                      $10,301
 3/31/95                  $ 9,763                      $11,303
 6/30/95                  $10,770                      $12,381
 9/30/95                  $11,148                      $13,364
10/31/95                  $11,023                      $13,315    

</TABLE> 

   The above graph depicts the returns of Class A shares only, includes
   the effect of the maximum 5.5% sales charge and assumes reinvestment
   of dividends and capital gains. Performance of Class B, C and D
   could be greater or less than Class A based on differences in sales
   charges and fees among the Classes. Unlike the Portfolio, the S&P
   500 Index is an unmanaged hypothetical portfolio that does not
   reflect the "real world" costs of buying and selling stocks or bonds
   and operating a mutual fund.
 
   TOTAL RETURN THROUGH OCTOBER 31, 1995
<TABLE>
<CAPTION>
                                            LIFETIME
                                    -------------------------
        CLASS   DATE ESTABLISHED    (CUMULATIVE) (ANNUALIZED) ONE YEAR
        -----   ----------------    ------------ ------------ --------
        <S>     <C>                 <C>          <C>          <C>
          A     December 3, 1993      +10.23%       +5.23%    +12.54%
          B     March 29, 1994         +8.68%       +5.36%    +13.36%
          C     May 5, 1994           +18.13%      +11.94%    +17.37%
          D     February 3, 1994      +12.46%       +6.96%    +19.52%
</TABLE>
 
   Results include the effect of applicable sales charges and fees,
   which differ for each Class. Past performance is not a guarantee of
   future results. Results assume reinvestment of any dividends and
   capital gains. Return and share value fluctuate so that shares, when
   redeemed, may be worth more or less than their original cost.
 
   COMPARATIVE INDEX RETURNS FOR THE YEAR ENDED OCTOBER 31
<TABLE>
               <S>                                                <C>
               Standard & Poor's 500 Index                        +26.44%
               Lipper Growth and Income Fund Average (483 Funds)  +20.23%
</TABLE>
 
                                                                               3
<PAGE>
 
LINCOLN ENTERPRISE PORTFOLIO
Managed by Lynch & Mayer
 
This Portfolio seeks to maximize capital appreciation by investing in medium-
sized companies which have a dominant position within their industry, are
undervalued, or have potential for growth in earnings.
 
In the 12 months ended October 31, the Lincoln Enterprise Portfolio was
generally invested in the right place at the right time. Our selection of
medium-size technology and financial stocks turned out to be strong performers
during the past year, helping your Fund generate a total return of +22.72%
(capital change plus income based on Class A net asset value).
 
For the fiscal year, we outperformed the Standard & Poor's Mid-Cap Index, an
unmanaged broad-based measure of 400 mid-size company stocks that rose +21.21%.
Your Fund's performance was aided by stocks such as Tektronix Inc., which makes
electronic test equipment and computer graphics. Tektronix was the Fund's
largest holding, and its price rose more than 60% during the past year.
 
We sold some of our basic materials and cyclical consumer stock selections such
as Sunbeam Oster, which did not meet our expectations in the past year. We
attribute the relative performance of these sectors to a slowdown in U.S.
economic growth, which affected industries such as construction and autos, and
to relatively stagnant wage incomes, which hindered consumer spending and
affected retailers' earnings.
 
In our opinion, we are in the midst of a multi-year cycle of out performance by
mid-cap stocks relative to large capitalization companies. We will continue to
search for companies that exhibit early indications of positive fundamental
change.
 
Your Fund's management believes that the price-to-earnings ratio of the stocks
in your Fund's portfolio has the potential to expand as long as interest rates
remain low and profit growth from a diverse range of industries continues to
accelerate.
 
As of October 31, the average market capitalization of companies whose stocks
are included in the Fund was $1.8 billion. Approximately 97% of the Fund's net
assets were invested in stocks, with the balance in options and cash.
 
4

<PAGE>
 
                      Comparison of a $10,000 Investment
                         Lincoln Enterprise Portfolio
                                Class A Shares

                             TOTAL LIFETIME RETURN
                   DECEMBER 3, 1993 THROUGH OCTOBER 31, 1995

                             [GRAPH APPEARS HERE]
<TABLE> 
<CAPTION> 
                      Lincoln Enterprise             S&P Mid-Cap
                          Portfolio                   400 Index
                      ------------------             -----------
<S>                   <C>                            <C> 
 12/3/93                  $ 9,451                      $10,000
12/31/93                  $ 9,503                      $10,499
 3/31/94                  $ 9,002                      $10,100
 6/30/94                  $ 7,782                      $ 9,731
 9/30/94                  $ 8,587                      $10,390
12/31/94                  $ 8,491                      $10,122
 3/31/95                  $ 9,191                      $10,941
 6/30/95                  $ 9,769                      $11,906
 9/30/95                  $10,857                      $13,068
10/31/95                  $10,677                      $12,732    

</TABLE> 

   The above graph depicts the returns of Class A shares only, includes
   the effect of the maximum 5.5% sales charge and assumes reinvestment
   of dividends and capital gains. Performance of Class B, C and D
   could be greater or less than Class A based on differences in sales
   charges and fees among the Classes. Unlike the Portfolio, the S&P
   400 Index is an unmanaged hypothetical portfolio that does not
   reflect the "real world" costs of buying and selling stocks or bonds
   and operating a mutual fund.
 
   TOTAL RETURN THROUGH OCTOBER 31, 1995
<TABLE>
<CAPTION>
                                            LIFETIME
                                    -------------------------
        CLASS   DATE ESTABLISHED    (CUMULATIVE) (ANNUALIZED) ONE YEAR
        -----   ----------------    ------------ ------------ --------
        <S>     <C>                 <C>          <C>          <C>
          A     December 3, 1993       +6.76%       +3.48%    +15.91%
          B     March 29, 1994        +14.82%       +9.32%    +15.82%
          C     May 5, 1994           +22.10%      +14.45%    +20.86%
          D     February 3, 1994       +8.24%       +4.64%    +22.43%
</TABLE>
 
   Results include the effect of applicable sales charges and fees,
   which differ for each Class. Past performance is not a guarantee of
   future results. Results assume reinvestment of any dividends and
   capital gains. Return and share value fluctuate so that shares, when
   redeemed, may be worth more or less than their original cost.
 
   COMPARATIVE INDEX RETURNS FOR THE YEAR ENDED OCTOBER 31
<TABLE>
               <S>                                      <C>
               Standard & Poor's Mid-Cap 400 Index      +21.21%
               Lipper Mid-Cap Fund Average (121 Funds)  +23.91%
</TABLE>
 
                                                                               5
<PAGE>
 
LINCOLN U.S. GROWTH PORTFOLIO
Managed by Provident Investment Counsel
 
This Portfolio seeks to maximize capital appreciation by investing in companies
with low dividend yields, strong balance sheets and high expected earnings
growth relative to their industry.
 
Growth stocks, after two years of being out of favor, made a strong comeback in
the 12 months that ended October 31. The Lincoln U.S. Growth Portfolio- -whose
largest holdings were technology related companies- - generated a total return
of +21.74% (capital change plus income based on Class A net asset value) in the
past year.
 
The unmanaged Standard & Poor's 500 Index rose +26.44% and our peers, as
represented by the Lipper Growth Fund Average, rose +22.14%. The Fund had
outperformed the Lipper average through September 30. However, the sharp, and
we believe temporary, weakness in technology stocks during October negatively
affected our year-end results.
 
Our largest holdings include Motorola, Microsoft Corp., Intel Corp. and Texas
Instruments--technology leaders that we believe have bright long-term prospects
as the use of desktop computers and cellular communications with sophisticated
software become widespread worldwide. Even with this past year's gains, we
believe the market is still in the early stages of a two to three year cycle of
favorable performance for many types of growth stocks. In our opinion, stock
prices still remain attractive relative to growth stocks' high rate of earnings
growth.
 
Your Fund's performance also was favorably affected by the performance of our
holdings in financial and health care stocks, selected telecommunications
stocks such as LM Ericsson and Nokia Corp. and in Capital Cities/ABC Inc.,
which this year agreed to be acquired by the Walt Disney Co.
 
We look for companies that we believe can be highly profitable even during a
difficult economic environment, firms whose growth comes from selling more
products rather than price increases or internal cost-cutting. Our philosophy
is that businesses with high market share and strong earnings growth will
generate rewarding long-term returns.
 
As of October 31, more than 99% of the Fund's net assets were invested in
stocks with an average market capitalization of $13 billion. The balance of net
assets was in cash.
 
6

<PAGE>
 
                      Comparison of a $10,000 Investment
                          Lincoln US Growth Portfolio
                                Class A Shares

                             TOTAL LIFETIME RETURN
                   DECEMBER 3, 1993 THROUGH OCTOBER 31, 1995

                             [GRAPH APPEARS HERE]

<TABLE> 
<CAPTION> 
                         Lincoln US                Standard & Poor's
                       Growth Portfolio               500 Index
                       ----------------            -----------------
<S>                    <C>                         <C> 
 12/3/93                  $ 9,451                      $10,000
12/31/93                  $ 9,490                      $10,168
 3/31/94                  $ 9,111                      $ 9,783
 6/30/94                  $ 8,770                      $ 9,824
 9/30/94                  $ 9,367                      $10,303
12/31/94                  $ 9,206                      $10,301
 3/31/95                  $ 9,679                      $11,303
 6/30/95                  $10,730                      $12,381
 9/30/95                  $11,873                      $13,364
10/31/95                  $11,760                      $13,315    

</TABLE> 

   The above graph depicts the returns of Class A shares only, includes
   the effect of the maximum 5.5% sales charge and assumes reinvestment
   of dividends and capital gains. Performance of Class B, C and D
   could be greater or less than Class A based on differences in sales
   charges and fees among the Classes. Unlike the Portfolio, the S&P
   500 Index is an unmanaged hypothetical portfolio that does not
   reflect the "real world" costs of buying and selling stocks or bonds
   and operating a mutual fund.
 
   TOTAL RETURN THROUGH OCTOBER 31, 1995
<TABLE>
<CAPTION>
                                            LIFETIME
                                    -------------------------
        CLASS   ESTABLISHED ON      (CUMULATIVE) (ANNUALIZED) ONE YEAR
        -----   --------------      ------------ ------------ --------
        <S>     <C>                 <C>          <C>          <C>
          A     December 3, 1993      +17.60%       +8.85%    +15.09%
          B     March 29, 1994        +18.27%      +11.15%    +14.95%
          C     May 5, 1994           +28.50%      +18.97%    +20.00%
          D     February 3, 1994      +18.82%      +10.39%    +22.19%
</TABLE>
 
   Results include the effect of applicable sales charges and fees,
   which differ for each Class. Past performance is not a guarantee of
   future results. Results include reinvestment of any dividends and
   capital gains. Return and share value fluctuate so that shares, when
   redeemed, may be worth more or less than their original cost.
 
   COMPARATIVE INDEX RETURNS FOR THE YEAR ENDED OCTOBER 31
<TABLE>
               <S>                                     <C>
               Standard & Poor's 500 Index             +26.44%
               Lipper Growth Fund Average (643 Funds)  +22.14%
</TABLE>
 
                                                                               7
<PAGE>
 
LINCOLN WORLD GROWTH PORTFOLIO
Managed by Walter Scott & Partners
 
This Portfolio seeks to maximize total return through investments in an
internationally diversified mix of equity securities.
 
In a difficult year for many international stock markets, the Lincoln World
Growth Portfolio's total return of +3.81% (capital change plus income based on
Class A net asset value) in the 12 months ended October 31 was significantly
better than the negative return provided by the average peer fund. Returns of
major foreign markets were generally weak, as measured by the Morgan Stanley
Europe Asia Far East Index (EAFE), which had a return of -0.37%.
 
While a single digit return may not seem impressive relative to the performance
of U.S. stocks in the past year, keep in mind that the behavior of
international stock markets has historically had little correlation to what
happens on Wall Street and is affected by currency fluctuations as well as
different economic conditions and political circumstances.
 
We are pleased to report that your Fund achieved its results even with 33% of
the Fund's net assets invested in Japanese stocks, where the benchmark Nikkei
Index fell 11% in the 12 months ended October 31.
 
Your Fund's performance was aided by price gains from Japanese technology
companies such as Advantest and Tokyo Electron, both semiconductor companies
whose stock has appreciated more than 70% from the prices your Fund paid. In
Europe, the Fund benefited from gains in major holdings such as Wolford AG, an
Austrian hosiery and bodysuit maker and PolyGram NV, a Dutch company that owns
U.S. music labels such as Motown and Mercury.
 
Lincoln World Growth Portfolio focuses on established overseas markets, and
generally avoids more volatile emerging markets. Almost half of net assets were
invested in Western Europe as of October 31. Slightly more than 8% of net
assets were invested in U.S. companies at year's end.
 
In recent months, your Fund has been benefiting from the declining value of the
Japanese yen, primarily due to a successful currency hedging strategy we
employed this past spring. We believe our equity holdings in Japan are well-
positioned to benefit from increased exports should the yen drop further.
 
8
 
<PAGE>
 
                      Comparison of a $10,000 Investment
                        Lincoln World Growth Portfolio
                                Class A Shares

                             TOTAL LIFETIME RETURN
                   DECEMBER 3, 1993 THROUGH OCTOBER 31, 1995

                             [GRAPH APPEARS HERE]

<TABLE> 
<CAPTION> 
                          Lincoln World Growth Portfolio     Morgan Stanley EAFE
                          ------------------------------     -------------------
<S>                       <C>                                <C> 
12/03/93                             $ 9,451                       $10,000     
12/31/93                             $ 9,380                       $10,724
 3/31/94                             $ 9,930                       $11,106
 6/30/94                             $10,213                       $11,681
 9/30/94                             $10,350                       $11,700
12/31/94                             $ 9,738                       $11,589
 3/31/95                             $ 9,938                       $11,813
 6/30/95                             $10,301                       $11,909
 9/30/95                             $11,118                       $12,415
10/31/95                             $10,814                       $12,085
</TABLE> 

   The above graph depicts the returns of Class A shares only, includes
   the effect of the maximum 5.5% sales charge and assumes reinvestment
   of dividends and capital gains. Performance of Class B, C and D
   could be greater or less than Class A based on differences in sales
   charges and fees among the Classes. Unlike the Portfolio, the Morgan
   Stanley Europe Asia Far East (EAFE) Index is a hypothetical
   portfolio that does not reflect the "real world" cost of buying and
   selling stocks or bonds and operating a mutual fund.
 
   TOTAL RETURN THROUGH OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                            LIFETIME
                                    -------------------------
        CLASS   DATE ESTABLISHED    (CUMULATIVE) (ANNUALIZED) ONE YEAR
        -----   ----------------    ------------ ------------ --------
        <S>     <C>                 <C>          <C>          <C>
          A     December 3, 1993       +8.14%       +4.18%     -1.90%
          B     March 29, 1994         +3.28%       +2.04%     -1.97%
          C     May 5, 1994            +7.75%       +5.18%     +2.16%
          D     February 3, 1994       +9.65%       +5.42%     +4.22%
</TABLE>
 
   Results include the effect of applicable sales charges and fees,
   which differ for each Class. Past performance is not a guarantee of
   future results. Results assume reinvestment of any dividends and
   capital gains. Return and share value fluctuate so that shares, when
   redeemed, may be worth more or less than their original cost.
 
   COMPARATIVE INDEX RETURNS FOR THE YEAR ENDED OCTOBER 31

<TABLE>
               <S>                                                 <C>
               Morgan Stanley Europe Asia Far East (EAFE) Index    -0.37%
               Lipper International Fund Average (288 Funds)       -1.09%
</TABLE>
 
<PAGE>
 
LINCOLN NEW PACIFIC PORTFOLIO
Managed by John Govett & Co.
 
This Portfolio seeks long-term capital appreciation by investing primarily in
companies that are located in or have their principal business in the Pacific
Basin.
 
While we believe the Pacific Rim may enjoy rapid long-term economic growth that
should eventually reward patient investors, the Lincoln New Pacific Portfolio's
total return of -13.99% (capital change plus income based on Class A net asset
value) for the 12 months ended October 31 was disappointing.
 
Such results clearly illustrate the highly volatile nature of emerging markets
like Malaysia, Thailand, Indonesia and the Philippines, where approximately 24%
of the Fund's net assets are invested. In addition, nearly 20% of net assets
were invested in Japanese stocks, where the benchmark Nikkei Index provided a
total return of -11% in the past year.
 
Some of our individual stock holdings did quite well. Our largest holding,
China Hong Kong Photo Products Ltd., distributors of Fuji brand film in China,
rose 117% in value in the 12 months ended October 31. But your Fund's
participation in such gains did not offset setbacks in other areas.
 
Jardine Strategic Holdings, a multinational conglomerate with Asian interests
in autos, food, retailing and real estate, the Fund's second largest holding,
lost 18.7% of its value in the past year. Two of the Fund's other top 10
holdings--a Thai bank and a Philippine property company--also suffered double
digit declines in share value.
 
Stock markets in developing nations such as Malaysia and Thailand were weakened
by rising interest rates that resulted from government efforts to reduce
inflation. Tighter credit also negatively affected growth.
 
We believe our long-term investment strategy- -to select industries and
companies based on earnings growth and overall economic trends- -is sound.
Investing in emerging markets involves special risks which result from
differences in the regulation of financial data and reporting, currency
fluctuations, and political and economic systems that tend to be less stable
than those in the U.S.
 
In our opinion, these risks are manageable and worth taking because of the
region's potential for greater rewards. Japan, meanwhile, remains the region's
dominant economy, and political and business leaders are making strides that,
we believe, will resolve financial problems that have tempered growth. In the
months ahead, we are likely to focus on Korea and Taiwan, two markets we
believe have good potential prospects and somewhat more established patterns of
growth.
 
10
 
<PAGE>
 

                      Comparison of a $10,000 Investment
                         Lincoln New Pacific Portfolio
                                Class A Shares

                             TOTAL LIFETIME RETURN
                   DECEMBER 3, 1993 THROUGH OCTOBER 31, 1995

                             [GRAPH APPEARS HERE]

<TABLE> 
<CAPTION> 
                  Lincoln New Pacific Portfolio     Morgan Stanley Pacific Index
                  -----------------------------     ----------------------------
<S>               <C>                               <C> 

12/03/93                    $ 9,451                          $10,000         
12/31/93                    $10,227                          $10,699
 3/31/94                    $ 8,969                          $11,574
 6/30/94                    $ 9,233                          $12,772
 9/30/94                    $10,160                          $12,402
12/31/94                    $ 9,051                          $12,093
 3/31/95                    $ 8,330                          $11,903
 6/30/95                    $ 8,602                          $11,414
 9/30/95                    $ 8,759                          $11,891
10/31/95                    $ 8,496                          $11,314
</TABLE> 

   The above graph depicts the returns of Class A shares only, includes
   the effect of the maximum 5.5% sales charge and assumes reinvestment
   of dividends and capital gains. Performance of Class B, C and D
   could be greater or less than Class A based on differences in sales
   charges and fees among the Classes. Unlike the Portfolio, the Morgan
   Stanley Pacific Index is a hypothetical portfolio that does not
   reflect the "real world" cost of buying and selling stock or bonds
   and operating a mutual fund.
 
   TOTAL RETURN THROUGH OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                                LIFETIME
                                       -------------------------------
        CLASS   DATE ESTABLISHED       (CUMULATIVE)     (ANNUALIZED)     ONE YEAR
        -----   ----------------       ------------     ------------     --------
        <C>     <S>                    <C>              <C>              <C>
         A      December 3, 1993         -15.05%           -8.18%        -18.74%
         B      March 29, 1994           -10.93%           -7.00%        -18.84%
         C      May 5, 1994               -9.02%           -6.91%        -15.43%
         D      February 3, 1994         -18.85%          -11.28%        -13.65%
</TABLE>
 
   Results include the effect of applicable sales charges and fees,
   which differ for each Class. Past performance is not a guarantee of
   future results. Results include reinvestment of any dividends and
   capital gains. Return and share value fluctuate so that shares, when
   redeemed, may be worth more or less than their original cost.
 
   COMPARATIVE INDEX RETURNS FOR THE YEAR ENDED OCTOBER 31

<TABLE>
             <S>                                            <C>
             Morgan Stanley Pacific Index                   -11.03%
             Lipper Pacific Region Fund Average (39 Funds)   -9.48%
</TABLE>
 

<PAGE>
 
LINCOLN GOVERNMENT INCOME PORTFOLIO
Managed by Lincoln Investment Management Inc.
 
This Portfolio seeks to maximize current income consistent with preservation of
capital by investing in securities issued by the U.S. government, its agencies
and instrumentalities.
 
Significantly lower interest rates during 1995 and a change in Federal Reserve
Board policy helped Lincoln Government Income Portfolio more than recover from
1994's weak bond market. The Portfolio posted a positive return of +13.72%
(capital change plus income based on Class A net asset value) for the 12 months
ended October 31.
 
During the previous fiscal year, your Fund focused on a mix of short and long-
term maturity bonds. We invested approximately 55% of net assets in U.S.
Treasury Notes, with the balance in a broad mix of government agency, corporate
and mortgage securities issued by organizations such as the Federal National
Mortgage Association (Fannie Mae) and the Student Loan Marketing Association
(Sallie Mae).
 
The Fund sought high current income consistent with preservation of principal
by investing in segments of the bond market that we believed offered the most
attractive risk/reward relationship. We monitored the slowdown in U.S. economic
growth during the fiscal year and increased the portfolio's average maturity
and duration early in the year in anticipation of lower interest rates.
 
As of October 31, your Fund's portfolio had an average overall quality of AAA,
the highest available, an average effective maturity of 10.4 years and an
effective duration of 5.4 years. Duration is the most common measure of a
bond's sensitivity to interest rates. It indicates the approximate percentage
of change in a bond's price given a 1% change in interest rates.
 
Total return was slightly less than the Lehman Brothers Government Bond Index,
a broad unmanaged measure of the bond market, and the Lipper General U.S.
Government Bond Fund Average because early in the year we reduced your Fund's
investments in mortgages, modestly reducing income. We believed more homeowners
would refinance at lower rates as interest rates fell. We were a little early
since a major pickup in refinancing--and thus a drop in the value of mortgage
securities--did not begin until this past fall. Although our timing was
slightly off, which lowered this year's results, we believe that in the months
ahead our strategy can help preserve principal.
 
12

<PAGE>
 

                      Comparison of a $10,000 Investment
                      Lincoln Government Income Portfolio
                                Class A Shares

                             TOTAL LIFETIME RETURN
                   DECEMBER 3, 1993 THROUGH OCTOBER 31, 1995

                             [GRAPH APPEARS HERE]

<TABLE> 
<CAPTION> 

                                   Lincoln Government    Lehman Brothers      
                                   Income Portfolio      Government Bond Index
                                   ------------------    --------------------- 
<S>                                <C>                   <C> 
12/03/93                                $ 9,551                $10,000      
12/31/93                                $ 9,518                $10,039
 1/31/94                                $ 9,633                $10,177
 2/28/94                                $ 9,441                $ 9,961
 3/31/94                                $ 9,220                $ 9,737
 4/31/94                                $ 9,133                $ 9,660
 5/31/94                                $ 9,123                $ 9,647
 6/30/94                                $ 9,104                $ 9,625
10/31/94                                $ 9,084                $ 9,658
11/30/94                                $ 9,055                $ 9,641
12/31/94                                $ 9,113                $ 9,700
 1/30/95                                $ 9,270                $ 9,880
 2/28/95                                $ 9,463                $10,092
 3/31/95                                $ 9,501                $10,156
 4/30/95                                $ 9,612                $10,289
 5/31/95                                $ 9,983                $10,704
 6/30/95                                $10,052                $10,786
 7/31/95                                $10,004                $10,746
 8/30/95                                $10,112                $10,873 
 9/30/95                                $10,183                $10,977
10/31/95                                $10,330                $11,144
</TABLE> 

   The above graph depicts the returns of Class A shares only, includes
   the effect of the maximum 4.5% sales charge and assumes reinvestment
   of dividends and capital gains. Performance of Class B, C and D
   could be greater or less than Class A based on differences in sales
   charges and fees among the Classes. Unlike the Portfolio, the Lehman
   Brothers Index is a hypothetical portfolio that does not reflect the
   "real world" cost of buying and selling stocks or bonds and
   operating a mutual fund.
 
   TOTAL RETURN THROUGH OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                                LIFETIME
                                       -------------------------------
        CLASS   DATE ESTABLISHED       (CUMULATIVE)     (ANNUALIZED)     ONE YEAR
        -----   ----------------       ------------     ------------     --------
        <C>     <S>                    <C>              <C>              <C>
          A     December 3, 1993          +3.30%           +1.71%         +8.61%
          B     March 29, 1994            +7.32%           +5.74%         +7.43%
          C     May 5, 1994              +10.80%           +8.08%        +10.59%
          D     February 3, 1994          +8.23%           +4.64%        +14.15%
</TABLE>
 
   Results include the effect of applicable sales charges and fees,
   which differ for each Class. Past performance is not a guarantee of
   future results. Results include reinvestment of dividends and
   capital gains. Return and share value fluctuate so that shares, when
   redeemed, may be worth more or less than their original cost.
 
   COMPARATIVE INDEX RETURNS FOR THE YEAR ENDED OCTOBER 31

<TABLE>
             <S>                                               <C>
             Lehman Brothers Government Bond Index             +15.38%
             Lipper General U.S. Government Bond Fund Average
              (185 Funds)                                      +14.70%
</TABLE>
 
<PAGE>
 
LINCOLN CORPORATE INCOME PORTFOLIO
Managed by Lincoln Investment Management Inc.
 
This Portfolio seeks to provide high current income consistent with
preservation of capital by investing in a diversified mix of investment-grade
fixed income securities issued by U.S. corporations.
 
Lincoln Corporate Income Portfolio benefited from substantially lower interest
rates in 1995 as the U.S. economy slowed. Your Fund generated a total return of
+17.71% (capital change plus income based on Class A net asset value) for the
12 months ended October 31.
 
This gain more than erased last fiscal year's decline in share value and was
the product of a sharp turnaround from 1994's bond market, which was negatively
affected by the Federal Reserve Board's decision to sharply increase short-term
interest rates.
 
In the past year, your Fund relied on a mix of bonds with short and long-term
maturities issued by companies in a broad array of industries to achieve a
strong total return with a primary emphasis on high current income.
 
Investments in bond issues such as those of Delta Airlines--which appreciated
sharply as the airline business recovered--helped your Fund outperform both its
peers and the unmanaged Lehman Brothers Corporate Bond Index before accounting
for sales charges.
 
As of October 31, your Fund's portfolio had an average overall quality of A, a
high grade rating, an average effective maturity of 10.4 years, and an
effective duration of 6.0 years. Duration is the most common measure of a
bond's sensitivity to interest rates. It indicates the approximate percentage
of change in a bond's price given a 1% change in interest rates. Our average
effective maturity was also about 2.5 months longer than that of the Lehman
Brothers Index.
 
At year's end, the portfolio's biggest single industry concentration was in the
finance and banking sector, amounting to approximately 14% of net assets. In
most industries, we focused on a combination of A and BBB bonds, which provide
a higher level of income than AAA bonds while maintaining an investment grade
level of credit risk. At all times, we invest at least 65% of the portfolio's
assets in corporate bonds rated BBB or better.
 
 
14
 
<PAGE>
 
                      Comparison of a $10,000 Investment
                      Lincoln Corporate Income Portfolio
                                Class A Shares

                             TOTAL LIFETIME RETURN
                   DECEMBER 3, 1993 THROUGH OCTOBER 31, 1995

                             [GRAPH APPEARS HERE]

<TABLE>
<CAPTION>
                      Lincoln Corporate             Lehman Brothers
                      Income Portfolio            Corporate Bond Index
                      -----------------           --------------------
<S>                   <C>                         <C> 
12/03/93                 $ 9,551                       $10,000
12/31/93                 $ 9,503                       $10,062 
 1/31/94                 $ 9,638                       $10,222
 2/28/94                 $ 9,407                       $10,028
 3/31/94                 $ 9,088                       $ 9,787
 4/30/94                 $ 8,991                       $ 9,708  
 5/31/94                 $ 8,937                       $ 9,713
 6/30/94                 $ 8,898                       $ 9,712
 7/31/94                 $ 9,070                       $ 9,901
 8/30/84                 $ 9,070                       $ 9,942
 9/30/94                 $ 8,895                       $ 9,812
10/31/94                 $ 8,880                       $ 9,798
11/30/94                 $ 8,859                       $ 9,750
12/31/94                 $ 8,924                       $ 9,797
 1/31/95                 $ 9,094                       $ 9,985
 2/28/95                 $ 9,324                       $10,224
 3/31/95                 $ 9,410                       $10,319
 4/30/95                 $ 9,540                       $10,478
 5/31/95                 $10,010                       $10,879
 6/30/95                 $10,107                       $10,967
 7/31/95                 $10,025                       $10,953
 8/31/95                 $10,175                       $11,089
 9/30/95                 $10,292                       $11,192
10/31/95                 $10,453                       $11,324       
</TABLE> 

   The above graph depicts the returns of Class A shares only, includes
   the effect of the maximum 4.5% sales charge and assumes reinvestment
   of dividends and capital gains. Performance of Class B, C and D
   could be greater or less than Class A based on differences in sales
   charges and fees among the Classes. Unlike the Portfolio, the Lehman
   Brothers Corporate Bond Index is a hypothetical portfolio that does
   not reflect the "real world" cost of buying and selling stock or
   bonds and operating a mutual fund.
 
   TOTAL RETURN THROUGH OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                            LIFETIME
                                    -------------------------
        CLASS   DATE ESTABLISHED    (CUMULATIVE) (ANNUALIZED) ONE YEAR
        -----   ----------------    ------------ ------------ --------
        <S>     <C>                 <C>          <C>          <C>
          A     December 3, 1993       +4.53%       +2.34%    +12.48%
          B     March 29, 1994        +12.46%       +8.28%    +11.20%
          C     May 5, 1994           +15.09%      +13.22%    +15.23%
          D     February 3, 1994       +9.69%       +5.44%    +18.27%
</TABLE>
 
   Results include the effect of applicable sales charges and fees,
   which differ for each Class. Past performance is not a guarantee of
   future results. Results include reinvestment of dividends and
   capital gains. Return and share value fluctuate so that shares, when
   redeemed, may be worth more or less than their original cost.
 
   COMPARATIVE INDEX RETURNS FOR THE YEAR ENDED OCTOBER 31

<TABLE>
               <S>                                                <C>
               Lehman Brothers Corporate Bond Index               +15.55%
               Lipper Corporate BBB Bond Fund Average (87 Funds)  +16.45%
</TABLE>
 
                                                                              15
<PAGE>
 
LINCOLN TAX-FREE INCOME PORTFOLIO
Managed by Lincoln Investment Management Inc.
 
This Portfolio seeks to provide a high level of current income exempt from
federal income taxes by investing in a diversified mix of municipal bonds.
 
Despite the uncertainty generated by the debate over federal tax reform this
past spring and its implications for the value of municipal bonds, Lincoln Tax-
Free Income Portfolio generated a strong positive total return of +14.76%
(capital change plus income based on Class A net asset value) for the 12 months
ended October 31.
 
This gain reflects the fact that interest rates have dropped sharply in the
past year, allowing bonds to recover from capital losses that occurred last
year, when interest rates rose sharply.
 
In the past year, your Fund has been emphasizing revenue bonds issued by
essential services such as utilities across the United States. These bonds
offered higher yields than were available from comparable general obligation
municipal bonds. Your Fund has also been modestly extending the average
maturity of the portfolio to capture higher yields.
 
As of October 31, your Fund's portfolio had an average overall quality of AA1--
a high rating--an effective maturity of 8.3 years and an effective duration of
8 years. Duration is the most common measure of a bond's sensitivity to
interest rates. It indicates the approximate percentage of change in a bond's
price given a 1% change in interest rates.
 
For municipal bonds, tax policy changes in Washington have been a perennial
concern since the 1970s. With the change in leadership in Congress, there have
been a number of proposals to change or eliminate taxation of investment
income. Whether a consensus can be reached on such a change--and whether that
consensus will have any lasting impact on bond values--remains to be seen.
Whatever happens, municipal governments will still need private investors, and
therefore must offer competitive interest rates to fund operations, refinance
debt or make capital improvements.
 
Last year we compared your Fund's performance to the Lehman Brothers 20-Year
Municipal Bond Index. We have also included the Lehman Brothers Municipal Bond
Index in the chart this year because it has a shorter effective maturity that
more closely reflects the average effective maturity of your Fund's portfolio.
 
16
 
<PAGE>
 
                      Comparison of a $10,000 Investment
                       Lincoln Tax-Free Income Portfolio
                                Class A Shares

                             TOTAL LIFETIME RETURN
                   DECEMBER 3, 1993 THROUGH OCTOBER 31, 1995

                             [GRAPH APPEARS HERE]

<TABLE> 
<CAPTION> 

               Lincoln Tax-Free         Lehman Bros.        Lehman Bros. 20 Yr.
               Income Portfolio     Municipal Bond Index    Municipal Bond Index
               ----------------     --------------------    --------------------
<S>            <C>                  <C>                     <C> 
12/03/93            $ 9,551                $10,000                 $10,000      
12/31/93            $ 9,628                $10,211                 $10,241
 1/31/94            $ 9,714                $10,327                 $10,370
 2/28/94            $ 9,397                $10,060                 $10,062
 3/31/94            $ 8,921                $ 9,650                 $ 9,532
 4/30/94            $ 9,013                $ 9,733                 $ 9,610
 5/31/94            $ 9,056                $ 9,817                 $ 9,723
 6/30/94            $ 8,993                $ 9,757                 $ 9,626
 7/31/94            $ 9,169                $ 9,936                 $ 9,847
 8/31/94            $ 9,198                $ 9,971                 $ 9,874
 9/30/94            $ 9,031                $ 9,824                 $ 9,677
10/31/94            $ 8,848                $ 9,649                 $ 9,421
11/30/94            $ 8,685                $ 9,475                 $ 9,201
12/31/94            $ 8,895                $ 9,683                 $ 9,490
 1/31/95            $ 9,161                $ 9,960                 $ 9,861
 2/28/95            $ 9,452                $10,250                 $10,219
 3/31/95            $ 9,526                $10,368                 $10,336
 4/30/95            $ 9,529                $10,380                 $10,334
 5/31/95            $ 9,861                $10,711                 $10,724
 6/30/95            $ 9,731                $10,618                 $10,558
 7/31/95            $ 9,815                $10,719                 $10,613
 8/31/95            $ 9,941                $10,855                 $10,759
 9/30/95            $ 9,995                $10,923                 $10,844
10/31/95            $10,154                $11,082                 $11,075
</TABLE> 
 
   The above graph depicts the returns of Class A shares only, includes
   the effect of the maximum 4.5% sales charge and assumes reinvestment
   of dividends and capital gains. Performance of Class B and C could
   be greater or less than Class A based on differences in sales
   charges and fees among the Classes. Unlike the Portfolio, both the
   Lehman Brothers Municipal Bond Index and the Lehman Brothers 20-yr
   Municipal Bond Index are hypothetical portfolios that do not reflect
   the "real world" cost of buying and selling stocks or bonds and
   operating a mutual fund.
 
   TOTAL RETURN THROUGH OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                            LIFETIME
                                    -------------------------
        CLASS    DATE ESTABLISHED   (CUMULATIVE) (ANNUALIZED) ONE YEAR
        -----    ----------------   ------------ ------------ --------
        <S>     <C>                 <C>          <C>          <C>
          A     December 3, 1993       +1.54%       +0.80%     +9.60%
          B     March 29, 1994         +7.63%       +5.03%     +8.34%
          C     May 5, 1994            +9.99%       +8.78%    +12.40%
</TABLE>
 
   Results include the effect of applicable sales charges and fees,
   which differ for each Class. Past performance is not a guarantee of
   future results. Results assume reinvestment of dividends and capital
   gains. Return and share value fluctuate so that shares, when
   redeemed, may be worth more or less than their original cost.
 
   COMPARATIVE INDEX RETURNS FOR THE YEAR ENDED OCTOBER 31

<TABLE> 
              <S>                                                     <C>   
              Lehman Brothers Municipal Bond Index                    +14.44%
              Lehman Brothers 20-Year Municipal Bond Index            +17.56%
              Lipper General Municipal Bond Fund Average (236 Funds)  +13.73%
</TABLE>
 
                                                                              17
 
<PAGE>
 
LINCOLN CASHFUND PORTFOLIO
Managed by Lincoln Investment Management Inc.
 
Falling interest rates since the spring of 1995, while beneficial to long-term
investments such as stocks and bonds, have had a negative effect on the current
yield of short-term investments such as the Lincoln Cashfund Portfolio.
 
For the 12 months ended October 31, your Fund provided a total return of 4.94%,
all of which was derived from income from short-term securities such as
certificates of deposit, high quality commercial paper issued by established
businesses and bankers acceptances.
 
Your total return in fiscal 1995 was more than 2 percentage points higher than
the consumer price index for the preceding 12 months. This is important because
it means that the money you've set aside for near-term and emergency needs and
for future investment is not losing ground to inflation. As of October 31, your
Fund's annualized seven-day yield was 4.82%.
 
Your Fund sought to enhance yield by increasing the average maturity of the
portfolio from 25 days as of October 31, 1994 to 82 days as of October 31,
1995. The Securities and Exchange Commission limits the average maturity of a
money market fund to 90 days or less.
 
In the coming months we anticipate increasing the percentage of your Fund's net
assets which are invested in high quality commercial paper and fixed-rate
securities. We expect to reduce the amount of net assets invested in floating
rate notes--debt securities whose income is determined by the movement of
interest rates. This strategy reflects our expectation that the Federal Reserve
Board will further ease interest rates.
 
TOTAL RETURN THROUGH OCTOBER 31, 1995
<TABLE>
<CAPTION>
                                            LIFETIME
                                    -------------------------
        CLASS   DATE ESTABLISHED    (CUMULATIVE) (ANNUALIZED) ONE YEAR
        -----   ----------------    ------------ ------------ --------
        <S>     <C>                 <C>          <C>          <C>
         A*     December 3, 1993       +7.70%       +3.96%     +4.94%
</TABLE>
 
Past performance is not a guarantee of future results. An investment in a money
market fund is neither insured nor guaranteed by the U.S. Government. Yield and
return fluctuate with changing interest rates and are not guaranteed.
 
THE GOAL OF A MONEY MARKET FUND IS TO MAINTAIN A CONSTANT SHARE PRICE OF $1.
HOWEVER, THERE IS NO GUARANTEE THIS GOAL WILL BE MET. THE FIGURES IN THIS
REPORT REPRESENT PAST RESULTS.
 
*Also known as "Regular Shares"
 
 
18
 
<PAGE>
 
                      LINCOLN GROWTH AND INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                 PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                       AMOUNT   FAIR VALUE  NET ASSETS
- -----------------------------------------------------------------
<S>                              <C>       <C>         <C>
INVESTMENTS--NOTES A AND B

EQUITIES

AUTOMOTIVE
Ford Motor Company..............  17,700   $   508,875
General Motors..................  14,700       643,125
United Technologies.............   4,800       426,000
                                           -----------
                                             1,578,000     7.4%
                                           -----------
BANKING
Bankers Trust New York Corpora-
 tion...........................   7,600       484,500
Mellon Bank Corporation.........  19,050       954,881
                                           -----------
                                             1,439,381     6.7%
                                           -----------
CHEMICALS
Great Lakes Chemical............   9,400       630,975     3.0%
                                           -----------
COMPUTERS & SOFTWARE
Compaq Computer *...............  14,000       780,500
International Business Machines
 Corporation....................   5,500       534,875
                                           -----------
                                             1,315,375     6.2%
                                           -----------
CONGLOMERATES
ITT Corporation.................   6,400       784,000     3.7%
                                           -----------
CONSUMER PRODUCTS & SERVICES
Dial Corporation................  14,600       355,875
Fruit of the Loom, Inc. *.......  38,200       663,725
Toys R Us Inc. *................  19,800       433,125
Tyco Toys, Inc.*................  47,100       259,050
                                           -----------
                                             1,711,775     8.0%
                                           -----------
ELECTRONICS
Intel Corporation...............  14,000       978,250     4.6%
                                           -----------
ENERGY
Amerada Hess Corporation........  13,700       618,211
Camco...........................  21,200       484,950
Equitable Resources, Inc........  15,000       438,750
Kerr--McGee Corporation.........  14,400       793,800
Louisiana Land & Exploration....  12,300       435,113
Tosco Corporation...............  10,458       360,801
                                           -----------
                                             3,131,625    14.5%
                                           -----------
FINANCE
Beneficial Corporation..........  15,100       739,900     3.5%
                                           -----------
FOOD & BEVERAGE
Philip Morris Companies, Inc.*..   7,100       599,950     2.8%
                                           -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

                                                                              19
 
<PAGE>
 
                      LINCOLN GROWTH AND INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                    MATURITY PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                   RATE    DATE    AMOUNT   FAIR VALUE  NET ASSETS
- -----------------------------------------------------------------------------
<S>                           <C>   <C>      <C>       <C>         <C>
HEALTH CARE
Beverly Enterprises..........                  11,700  $   596,700
Tenet Healthcare 
 Corporation*................                  39,400      704,275
                                                       -----------
                                                         1,300,975     6.1%
                                                       -----------
INSURANCE
Partnerre Holdings, Ltd......                  15,400      410,025
Paul Revere Corporation......                  25,000      506,250
                                                       -----------
                                                           916,275     4.3%
                                                       -----------
MEDICAL SUPPLIES
Bard C.R.....................                  16,400      463,300     2.2%
                                                       -----------
METALS & MINING
Newmont Mining...............                  18,267      689,579
Trinity Industries...........                  24,600      728,775
                                                       -----------
                                                         1,418,354     6.6%
                                                       -----------
PLASTICS
The Geon Company.............                  20,900      519,888     2.4%
                                                       -----------
PRINTING & PAPER
Champion International.......                  15,400      823,900
Weyerhauser Company..........                  18,500      816,313
                                                       -----------
                                                         1,640,213     7.6%
                                                       -----------
RETAIL
Federated Department 
 Stores*.....................                   4,100      104,038
May Department Stores........                   9,200      361,100
                                                       -----------
                                                           465,138     2.2%
                                                       -----------
TELECOMMUNICATIONS
GTE Corporation..............                  17,200      709,500     3.3%
                                                       -----------
TRANSPORTATION
Alexander & Baldwin, Inc.....                  11,000      253,000     1.2%
                                                       ---------------------
TOTAL EQUITIES (Cost
 $18,864,948)                                           20,595,874    96.3%
                                                       ---------------------
CONVERTIBLE BOND
CONSUMER PRODUCTS & SERVICES
Service Corp. International
(convertible to 48.216 shrs
common stk).................. 6.50% 09/01/01 $260,000      483,600     2.3%
                                                       ---------------------
TOTAL CONVERTIBLE BOND (Cost
 $358,800)                                                 483,600     2.3%
                                                       ---------------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

20
 
<PAGE>
 
                      LINCOLN GROWTH AND INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                        PAR/SHARE   MARKET OR   PERCENT OF
DESCRIPTION               AMOUNT   FAIR VALUE   NET ASSETS
- ----------------------------------------------------------
<S>                     <C>        <C>          <C>
SHORT-TERM INVESTMENT

REPURCHASE AGREEMENT
Prudential-Bache
Repurchase Agreement,
dated 10/31/95, due
11/01/95, with a
maturity value of
$1,537,899 and an
effective yield of
5.42%, collateralized
by U.S. Government and
Agency Obligation
Securities with rates
ranging from 5.38% to
5.57% and maturity
dates ranging from
02/01/96 to 08/15/97,
with an aggregate
market value of
$1,568,462............. $1,537,671 $ 1,537,671      7.2%
                                   ----------------------
TOTAL INVESTMENTS (Cost
 $20,761,419**)                     22,617,145    105.8%
Excess of Liabilities
 over Other Assets                  (1,233,407)   (5.8)%
                                   ----------------------
NET ASSETS                         $21,383,738    100.0%
                                   ======================
</TABLE>
 
NOTES TO THE PORTFOLIO OF INVESTMENTS:
 
 * Non-income producing security.
** Aggregate cost for Federal tax purposes (Note D).
 
    The accompanying notes are an integral part of the financial statements.

                                                                              21
 
<PAGE>
 
                          LINCOLN ENTERPRISE PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
                              PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                    AMOUNT   FAIR VALUE  NET ASSETS
- --------------------------------------------------------------
<S>                           <C>       <C>         <C>
INVESTMENTS--NOTES A AND B

EQUITIES

ADVERTISING
Omnicom Group................   5,000   $   319,375    1.6%
                                        -----------
BANKING
Corestates Financial Corpora-
 tion........................   4,400       160,050
First USA, Inc...............   6,100       280,600
                                        -----------
                                            440,650    2.2%
                                        -----------
CAPITAL GOODS
Harnischfeger Industries.....  13,800       434,700    2.2%
                                        -----------
CHEMICALS
FMC Corporation *............   2,800       200,550    1.0%
                                        -----------
COMMERCIAL SERVICES
Accustaff, Inc. *............   9,000       400,500    2.0%
                                        -----------
COMPUTERS & SOFTWARE
Adobe Systems, Inc...........   3,700       210,900
America Online, Inc. *.......   2,800       224,000
CBT Group *..................   4,400       198,550
DST Systems, Inc. *..........   3,500        73,500
MEMC Electronic Materials *..   5,300       169,600
Parametric Technology Corpo-
 ration *....................   4,500       300,938
Symantec *...................   9,300       226,106
                                        -----------
                                          1,403,594    7.0%
                                        -----------
CONSUMER PRODUCTS & SERVICES
Clorox Company...............   3,600       258,300    1.3%
                                        -----------
ELECTRONICS
Altera Corporation *.........   2,400       145,200
Itron, Inc. *................   6,500       188,500
UCAR International, Inc. *...   8,100       230,850
                                        -----------
                                            564,550    2.8%
                                        -----------
ENERGY
Halliburton Company..........   9,600       398,400
Reading & Bates Corporation
 *...........................  34,300       394,450
                                        -----------
                                            792,850    4.0%
                                        -----------
ENTERTAINMENT
Regal Cinemas *..............   5,400       211,950
Station Casinos, Inc. *......  19,100       248,300
                                        -----------
                                            460,250    2.3%
                                        -----------
</TABLE>

    The accompanying notes are an integral part of the financial statements.
 
22
 
<PAGE>
 
                          LINCOLN ENTERPRISE PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                            PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                  AMOUNT   FAIR VALUE  NET ASSETS
- ------------------------------------------------------------
<S>                         <C>       <C>         <C>
FINANCE
Greentree Financial Corpo-
 ration....................  11,000   $   292,875
TCF Financial Corporation..   5,700       334,875
United Cos Financial Corpo-
 ration....................   9,000       254,250
                                      -----------
                                          882,000    4.4%
                                      -----------
FOOD & BEVERAGE
Coca Cola Enterprises,
 Inc.......................  19,000       505,875    2.5%
                                      -----------
HEALTH CARE
Healthsouth                
 Rehabilitation *..........  15,500       404,938
Sola International *.......   9,100       222,950
St. Jude Medical, Inc. *...   5,100       271,575
                                      -----------
                                          899,463    4.5%
                                      -----------
INSURANCE
MBIA, Inc..................   5,600       389,900
MGIC Investment Company....   7,100       403,813
Partnerre Holdings, Ltd....   6,900       183,713
TIG Holdings, Inc..........  18,400       466,900
Unum Corporation...........   4,000       210,500
                                      -----------
                                        1,654,826    8.2%
                                      -----------
MANUFACTURING
American Standard           
 Companies *...............   6,700       179,225
Oakley, Inc. *.............   6,000       207,000
                                      -----------
                                          386,225    1.9%
                                      -----------
MEDICAL SUPPLIES
Biomet, Inc. *.............  17,900       297,588    1.5%
                                      -----------
NATURAL RESOURCES
Apache Corporation.........   4,900       124,950
Potash Corporation of Sas-
 katchewan.................   6,000       417,750
Triton Energy             
 Corporation *.............   9,700       452,263
                                      -----------
                                          994,963    5.0%
                                      -----------
OFFICE EQUIPMENT & SUPPLIES
Danka Business Systems
 PLC.......................   9,800       328,300
Officemax, Inc. *..........   8,500       210,375
                                      -----------
                                          538,675    2.7%
                                      -----------
OIL & GAS EQUIPMENT
Arethusa (Off--Shore)
 Ltd.......................   8,500       164,688
BJ Services Company *......  14,200       333,700
Ensco International,      
 Inc. *....................  17,600       297,000
                                      -----------
                                          795,388    4.0%
                                      -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

                                                                              23

<PAGE>
 
                          LINCOLN ENTERPRISE PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                        PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION              AMOUNT   FAIR VALUE  NET ASSETS
- --------------------------------------------------------
<S>                     <C>       <C>         <C>
PHARMACEUTICALS
Alpharma, Inc. ........  10,400   $   249,600
Biochem Pharmaceuti-
 cals, Inc. *..........  12,700       485,775
Biogen, Inc. *.........   3,400       208,250
Teva Pharmaceutical....   7,100       278,675
                                  -----------
                                    1,222,300     6.1%
                                  -----------
PRINTING & PAPER
Scholastic             
 Corporation *.........   6,500       401,375     2.0%
                                  -----------
RETAIL
Claire's Stores, Inc...   9,900       194,288
Intimate Brands, Inc...  13,400       224,450
Staples, Inc...........   9,650       256,931
Sunglass Hut, Inc. *...  10,600       288,850
                                  -----------
                                      964,519     4.8%
                                  -----------
TECHNOLOGY
Cadence Design Systems,
 Inc. *................  13,050       420,863
Cognex Corporation *...   4,400       262,900
Filenet Corporation *..   7,400       335,775
General Instrument Cor-
 poration *............   8,100       153,900
Glenayre Technologies,
 Inc. *................   2,900       186,325
Liposome Company,     
 Inc. *................  25,200       387,450
Qualcom, Inc. *........   8,700       334,950
Softkey International,
 Inc. *................   6,300       198,450
Tektronix, Inc. .......  10,400       616,200
                                  -----------
                                    2,896,813    14.4%
                                  -----------
TELECOMMUNICATIONS
LCI International,      
 Inc. *................  11,200       201,600
Octel Communication *..   6,900       235,458
                                  -----------
                                      437,058     2.2%
                                  -----------
TEXTILES
Tommy Hilfiger Corpora-
 tion *................  15,900       606,188
West Point Stevens *...  16,700       352,788
                                  -----------
                                      958,976     4.8%
                                  -----------
TRANSPORTATION
Atlas Air, Inc. *......   3,000        44,625
Fritz Companies,     
 Inc. *................   9,800       343,000
                                  -----------
                                      387,625     1.9%
                                  ---------------------
TOTAL EQUITIES (Cost
 $16,304,554)                      19,498,988    97.3%
                                  ---------------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

24
 
<PAGE>
 
                          LINCOLN ENTERPRISE PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                         EXPIRATION NUMBER OF PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                 DATE    CONTRACTS  AMOUNT   FAIR VALUE  NET ASSETS
- ------------------------------------------------------------------------------
<S>                      <C>        <C>       <C>       <C>         <C>
PURCHASED PUT OPTION

OPTION
Morgan Stanley Emerging
 Growth Index, Strike
 Price $2.98............  01/05/96   29,772             $    99,438     0.5%
                                                        ---------------------
TOTAL PURCHASED PUT OPTION (Cost $160,173)                   99,438     0.5%
                                                        ---------------------
SHORT-TERM INVESTMENT

REPURCHASE AGREEMENT
Prudential-Bache Repurchase Agreement, dated
10/31/95, due 11/01/95, with a maturity value
of $371,001 and an effective yield of 5.42%,
collateralized by a U.S. Government Agency
Obligation Security with a rate of 5.67% and
a maturity date of 04/11/96 with a market
value of $378,374............................ $370,946  $   370,946     1.8%
                                                        ---------------------
TOTAL INVESTMENTS (Cost
 $16,835,673**)                                          19,969,372    99.6%
Excess of Other Assets
 over Liabilities                                            73,833     0.4%
                                                        ---------------------
NET ASSETS                                              $20,043,205   100.0%
                                                        =====================
</TABLE>
 
NOTES TO THE PORTFOLIO OF INVESTMENTS:
 
 * Non-income producing security.
** Aggregate cost for Federal tax purposes (Note D).
 
    The accompanying notes are an integral part of the financial statements.

                                                                              25
 
<PAGE>
 
                         LINCOLN U.S. GROWTH PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                               PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                                     AMOUNT   FAIR VALUE  NET ASSETS
- -------------------------------------------------------------------------------
<S>                                            <C>       <C>         <C>
INVESTMENTS--NOTES A AND B

EQUITIES

AEROSPACE
Boeing Company................................   1,700   $   111,563     0.6%
                                                         -----------
AUTOMOTIVE
Autozone, Inc. *..............................   7,000       173,250     0.9%
                                                         -----------
COMPUTERS & SOFTWARE
3 COM Corporation.............................   6,200       291,400
Cabletron Systems, Inc. *.....................   3,550       279,119
Ceridian Corporation *........................   1,800        78,300
Cirrus Logic, Inc. *..........................   2,900       122,163
Cisco Systems, Inc. *.........................   6,000       465,000
Computer Associates International, Inc. ......   7,950       437,250
Computer Sciences Corporation *...............   4,600       307,625
Hewlett-Packard, Inc. ........................   5,900       546,488
Informix Corporation..........................  10,800       314,550
Microsoft Corporation *.......................   8,100       810,000
Oracle Systems Corporation *..................  14,600       636,925
                                                         -----------
                                                           4,288,820    22.6%
                                                         -----------
CONSUMER PRODUCTS & SERVICES
CUC International, Inc. *.....................   2,800        96,950
Gillette Company..............................   4,400       212,850
                                                         -----------
                                                             309,800     1.6%
                                                         -----------
ELECTRONICS
Analog Devices, Inc. *........................   7,700       278,163
Intel Corporation.............................  12,800       894,400
LSI Logic Company *...........................   5,000       235,625
SGS--Thomson Microelectric *..................   3,000       135,750
Texas Instruments.............................   7,200       491,400
Tyco Lab......................................   4,100       249,075
Xilinx, Inc. *................................   4,000       184,000
                                                         -----------
                                                           2,468,413    13.0%
                                                         -----------
ENERGY
Enron.........................................  10,400       357,500     1.9%
                                                         -----------
FINANCE
Federal Home Loan Mortgage Corporation........   2,200       152,350
Federal National Mortgage Financial Service...   5,100       534,863
First Data Corporation........................  15,244     1,007,983
First USA, Inc................................   6,600       303,600
MBNA Corporation..............................  12,000       442,500
                                                         -----------
                                                           2,441,296    12.9%
                                                         -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

26
 
<PAGE>
 
                         LINCOLN U.S. GROWTH PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                                PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                                      AMOUNT   FAIR VALUE  NET ASSETS
- --------------------------------------------------------------------------------
<S>                                             <C>       <C>         <C>
HEALTH CARE
Cardinal Health, Inc. .........................   2,400   $   123,300
Healthsouth Rehabilitation *...................   3,700        96,663
Medtronic, Inc.................................   8,800       508,200
Oxford Health Plans *..........................   2,400       187,800
St. Jude Medical, Inc. *.......................   3,900       207,675
United Healthcare Corporation..................   4,000       212,500
                                                          -----------
                                                            1,336,138    7.0%
                                                          -----------
INSURANCE
American International Group...................   1,950       164,531
MGIC Investment Company........................   4,600       261,625
The PMI Group, Inc.............................   1,900        91,200
                                                          -----------
                                                              517,356    2.7%
                                                          -----------
LODGING & RESTAURANTS
HFS, Inc. *....................................   4,800       294,000
McDonalds Corporation..........................   2,000        82,000
                                                          -----------
                                                              376,000    2.0%
                                                          -----------
MANUFACTURING
American Standard Companies *..................   4,700       125,725
Applied Materials, Inc. *......................   8,600       431,075
                                                          -----------
                                                              556,800    2.9%
                                                          -----------
MEDIA
British Sky Broadcasting.......................   9,000       321,750
Capital Cities / ABC, Inc......................   3,200       379,600
                                                          -----------
                                                              701,350    3.7%
                                                          -----------
MISCELLANEOUS
Air Products & Chemicals.......................   1,200        61,950
Circus Circus Enterprises *....................   2,400        63,900
                                                          -----------
                                                              125,850    0.7%
                                                          -----------
OFFICE EQUIPMENT & SUPPLIES
Alco Standard Corporation......................   1,600       141,600
Office Depot *.................................  13,150       376,419
                                                          -----------
                                                              518,019    2.7%
                                                          -----------
PHARMACEUTICALS
Amgen, Inc. *..................................   3,800       182,400
Merck & Co, Inc................................   4,700       270,250
Pfizer, Inc....................................  11,600       665,546
                                                          -----------
                                                            1,118,196    5.9%
                                                          -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

                                                                              27
 
<PAGE>
 
                         LINCOLN U.S. GROWTH PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                               PAR/SHARE  MARKET OR   PERCENT OF
DESCRIPTION                                     AMOUNT   FAIR VALUE   NET ASSETS
- --------------------------------------------------------------------------------
<S>                                            <C>       <C>          <C>
SERVICES
Automatic Data Processing, Inc...............     2,600  $   185,900
Loewen Group, Inc............................     7,000      280,328
Paychex, Inc.................................     2,400      104,100
                                                         -----------
                                                             570,328      3.0%
                                                         -----------
TECHNOLOGY
Glenayre Technologies, Inc. *................     2,700      173,475      0.9%
                                                         -----------
TELECOMMUNICATIONS
ADC Telecommunications, Inc. *...............     2,400       96,000
Andrew Corporation *.........................     4,450      188,013
Ericsson (L M) Telephone ADR.................    34,300      732,624
Motorola, Inc................................     8,500      557,813
Nokia Corporation............................    12,200      680,150
U. S. Robotics Corporation...................     2,400      222,000
                                                         -----------
                                                           2,476,600     13.0%
                                                         -----------
TRANSPORTATION
Fritz Companies, Inc. *......................     2,800       98,000      0.5%
                                                         -----------
UTILITIES
Frontier Corporation.........................     7,400      199,800      1.1%
                                                         ----------------------
TOTAL EQUITIES (Cost $13,881,484)                         18,918,554     99.6%
                                                         ----------------------
SHORT-TERM INVESTMENT

REPURCHASE AGREEMENT
Prudential-Bache Repurchase Agreement, dated
10/31/95, due 11/01/95, with a maturity value
of $146,030 and an effective yield of 5.42%,
collateralized by a U.S. Government Agency
Obligation Security with a rate of 5.67% and
a maturity date of 04/11/96 with a market
value of $148,932............................  $146,008      146,008      0.8%
                                                         ----------------------
TOTAL INVESTMENTS (Cost $14,027,492**)                    19,064,562    100.4%
Excess of Liabilities over Other Assets                      (77,274)   (0.4)%
                                                         ----------------------
NET ASSETS                                               $18,987,288    100.0%
                                                         ======================
</TABLE>
 
NOTES TO THE PORTFOLIO OF INVESTMENTS:
 
 * Non-income producing security.
** Aggregate cost for Federal tax purposes (Note D).
ADR American Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.

28

<PAGE>
 
                         LINCOLN WORLD GROWTH PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                                PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                                      AMOUNT   FAIR VALUE  NET ASSETS
- --------------------------------------------------------------------------------
<S>                                             <C>       <C>         <C>
INVESTMENTS--NOTES A AND B

EQUITIES

BUILDING SUPPLIES
Castorama Dubois Investissem...................    2,246  $   364,713
Cermex SA......................................    3,544      169,598
Dyckerhoff AG Preferred Shares.................      752      183,864
Heidelberger Zement German.....................      330      206,404
Higashi Nihon House *..........................    4,000       53,597
Kampa Haus.....................................    5,256      208,828
Nippon Kanzai..................................    7,200      204,215
Redland, PLC...................................   35,519      195,702
RMC Group, PLC.................................   16,000      258,399
Westag and Getalit.............................      750      221,223
                                                          -----------
                                                            2,066,543    14.3%
                                                          -----------
CONGLOMERATES
Jardine Matheson Holdings......................   23,156      141,252
Sophus Berendsen, Class B......................    2,600      285,134
Swire Pacific, Ltd., B.........................  213,500      258,187
                                                          -----------
                                                              684,573     4.8%
                                                          -----------
CONSUMER PRODUCTS & SERVICES
Brioche Pasquier...............................    2,000      263,336
SEB Group......................................    2,465      298,818
Secom Company, Ltd.............................    4,000      260,551
Shimano, Inc...................................    8,000      143,968
Sony Corporation...............................    4,000      179,960
                                                          -----------
                                                            1,146,633     8.0%
                                                          -----------
ELECTRONICS
Advantest Corporation..........................    8,000      453,812
Fanuc Company..................................    6,000      259,964
Kyocera Corporation............................    4,000      327,840
Rohm Company...................................    6,000      362,658
Tokyo Electron, Ltd............................    8,000      347,401
                                                          -----------
                                                            1,751,675    12.1%
                                                          -----------
ENERGY
Saga Petroleum, A Free.........................   21,700      271,904     1.9%
                                                          -----------
ENTERTAINMENT
Polygram.......................................    5,250      327,647     2.3%
                                                          -----------
FARM EQUIPMENT
Kubota Corporation.............................   30,000      186,024     1.3%
                                                          -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

                                                                              29
 
<PAGE>
 
                         LINCOLN WORLD GROWTH PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                               PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                                     AMOUNT   FAIR VALUE  NET ASSETS
- -------------------------------------------------------------------------------
<S>                                            <C>       <C>         <C>
FOOD & BEVERAGE
Docks De France...............................   1,800   $   274,230
Embotelladora Andina SA, ADR..................  10,300       342,475
Koninklijke Ahold NV..........................   9,338       333,692
                                                         -----------
                                                             950,397    6.6%
                                                         -----------
FURNITURE
AFG Arbonia--Forster Holdings.................     200       234,145
Daiwa Rakuda Industry Company, Ltd............  10,000       143,772
Moebel Walther................................     625       275,418
Shimachu......................................   8,000       211,257
                                                         -----------
                                                             864,592    6.0%
                                                         -----------
MANUFACTURING
Bien--Haus AG *...............................     600       174,846
Daifuku Company, Ltd..........................  20,000       238,642
Fuji Machine Manufacturing....................  11,000       414,201
Futaba Industrial.............................  13,000       195,804
Gea AG........................................     500       190,128
NSC (N. Schlumberger).........................   1,100       211,058
                                                         -----------
                                                           1,424,679    9.9%
                                                         -----------
MARINE SERVICES
IHC Caland N.V................................  10,000       284,483    2.0%
                                                         -----------
NATURAL RESOURCES
Ampolex, Ltd. *...............................  84,000       166,366    1.2%
                                                         -----------
PHARMACEUTICALS
Gehe AG (new shares) *........................     175        83,212
Gehe AG (ordinary shares).....................     700       343,793
Sankyo Company, Ltd...........................   9,900       217,859
                                                         -----------
                                                             644,864    4.5%
                                                         -----------
RETAIL
Familymart....................................   3,960       166,928
Ito-Yokado, Ltd...............................   6,000       328,036
Levi Strauss Japan............................   4,000        60,834
Spar Handles..................................     900       194,463
                                                         -----------
                                                             750,261    5.2%
                                                         -----------
TELECOMMUNICATIONS
Cable & Wireless *............................  37,553       245,794
Ericsson (L M) Telephone--B (new shares) *....   1,600        33,983
Ericsson (L M) Telephone (ordinary shares)....  16,000       339,833
                                                         -----------
                                                             619,610    4.3%
                                                         -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

30
 
<PAGE>
 
                         LINCOLN WORLD GROWTH PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                         EXPIRATION PRINCIPAL  PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                 DATE      AMOUNT    AMOUNT   FAIR VALUE  NET ASSETS
- -------------------------------------------------------------------------------
<S>                      <C>        <C>        <C>       <C>         <C>
TEXTILES
Wolford, AG *.................................    4,000  $   537,509     3.7%
                                                         -----------
TRANSPORTATION
Sembawang Shipyard............................   30,000      145,435
Sime Darby, Ltd...............................  100,000      109,937
                                                         -----------
                                                             255,372     1.8%
                                                         -----------
UTILITIES
China Light and Power Company.................   48,000      255,778     1.8%
                                                         ---------------------
TOTAL EQUITIES (Cost $11,959,339)                         13,188,910    91.7%
                                                         ---------------------
RIGHTS
RMC Group, PLC, Rights........................    4,000        4,522     0.0%
                                                         ---------------------
TOTAL RIGHTS (Cost $38,255)                                    4,522     0.0%
                                                         ---------------------
PURCHASED CURRENCY PUT OPTIONS

CURRENCY OPTIONS
Deutsche Mark, Strike
 Price $1.385...........  04/25/96  $2,000,000                82,000
Japanese Yen, Strike
 Price $83.73...........  04/23/96   3,700,000               666,000
Japanese Yen, Strike
 Price $88.35...........  07/18/96     800,000               107,680
                                                         -----------
TOTAL PURCHASED CURRENCY PUT OPTIONS (Cost
 $269,620)                                                   855,680     5.9%
                                                         ---------------------
SHORT-TERM INVESTMENT

REPURCHASE AGREEMENT
Prudential-Bache Repurchase Agreement, dated
10/31/95, due 11/01/95, with a maturity value
of $334,438 and an effective yield of 5.42%,
collateralized by a U.S. Government Agency
Obligation Security with a rate of 5.67% and a
maturity date of 04/11/96 with a market value
of $341,084...................................  334,388      334,388     2.3%
                                                         ---------------------
TOTAL INVESTMENTS (Cost $12,601,602**)                    14,383,500    99.9%
Excess of Other Assets over Liabilities                       20,649     0.1%
                                                         ---------------------
NET ASSETS                                               $14,404,149   100.0%
                                                         =====================
</TABLE>
 
NOTES TO THE PORTFOLIO OF INVESTMENTS:
 
 * Non-income producing security.
** Aggregate cost for Federal tax purposes (Note D).
ADR American Depository Receipt
 
    The accompanying notes are an integral part of the financial statements.

                                                                              31

<PAGE>
 
                         LINCOLN WORLD GROWTH PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

At October 31, 1995, geographic concentration of the Fund's investments was as
follows:
 
<TABLE>
<CAPTION>
           INDUSTRY       PERCENTAGE OF
           SECTOR          NET ASSETS
           --------       -------------
           <S>            <C>
           Japan              33.0%
           Germany            14.5
           France             11.0
           United States       8.3
           Netherlands         6.6
           Great Britain       4.9
           Hong Kong           4.3
           Austria             3.7
           Sweden              2.6
           Chile               2.4
           Singapore           2.0
           Denmark             2.0
           Norway              1.9
           Switzerland         1.6
           Australia           1.1
                              ----
                              99.9%
                              ====
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

32
 
<PAGE>
 
                         LINCOLN NEW PACIFIC PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                    PAR/SHARE MARKET OR  PERCENT OF
DESCRIPTION                          AMOUNT   FAIR VALUE NET ASSETS
- -------------------------------------------------------------------
<S>                                 <C>       <C>        <C>
INVESTMENTS--NOTES A AND B

EQUITIES

AIRLINES
Korean Air *......................     1,800  $   63,282    0.6%
                                              ----------
AUTOMOTIVE
PT Astra International *..........    55,000     110,193
Swedish Motors....................    28,000     124,617
                                              ----------
                                                 234,810    2.1%
                                              ----------
BANKING
Cho Hung Bank.....................     8,200     108,240
Commonwealth Bank Of Australia....    18,000     137,115
First Bangkok City Bank...........   150,000     131,135
Guoco Group, Ltd. *...............    40,000     185,212
HSBC Holdings, PLC................     8,400     122,224
Overseas Chinese Banking
 Corporation......................    12,000     140,977
Panin Bank........................    78,750      86,688
Security Bank Corporation *.......    62,000     114,418
Thai Military Bank................    50,000     171,866
                                              ----------
                                               1,197,875   10.9%
                                              ----------
BUILDING SUPPLIES
Asia Cement Corporation, GDR *....     3,740      62,178
Hyundai Engineering &
 Construction.....................     2,435     128,568
Komatsu, Ltd. ....................    13,000     101,716
Kurimoto..........................    10,000     101,716
Maeda Road Construction Company...     5,000      89,491
Pohang Iron & Steel Company.......       700      60,929
                                              ----------
                                                 544,598    4.9%
                                              ----------
CHEMICALS
Kansai Paint......................    23,000      99,878
Metacorp Berhad...................    30,333      76,996
Nippon Shokubai K.K. Company......    13,000     113,409
Toray Industries, Inc.............    17,000     106,245
                                              ----------
                                                 396,528    3.7%
                                              ----------
COMPUTERS & SOFTWARE
Creative Technology, Ltd. *.......     8,000      95,000
Koekisha Company, Ltd. ...........     1,000      38,144
                                              ----------
                                                 133,144    1.2%
                                              ----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

                                                                              33
 
<PAGE>
 
                         LINCOLN NEW PACIFIC PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                               PAR/SHARE MARKET OR  PERCENT OF
DESCRIPTION                     AMOUNT   FAIR VALUE NET ASSETS
- --------------------------------------------------------------
<S>                            <C>       <C>        <C>
CONGLOMERATES
China Resources Enterprises...  300,000  $  132,894
Jardine Matheson Holdings.....   28,000     170,800
Jardine Strategic Holdings,
 Ltd. ........................   69,375     186,619
Loxely Company, Ltd. .........    5,000      95,371
Multi-Purpose Holdings........   96,000     128,453
Westmont Industries Berhad....   17,000      58,874
                                         ----------
                                            773,011    7.0%
                                         ----------
CONSTRUCTION
Taisei Corporation............   17,000     101,589
Walker Corporation, Ltd. .....  120,000      42,049
                                         ----------
                                            143,638    1.3%
                                         ----------
ELECTRONICS
Amcol Holdings, Ltd. .........   20,000      44,161
Casio Computer Company, 
 Ltd. *.......................   11,000      96,288
Furukawa Electric Co., Ltd. ..   24,000     107,741
Goldstar Company *............      408       5,967
Guangdong Electric Power,
 B *..........................  210,000     118,965
K.R. Precision Public Co.
 Ltd.--Foreign *..............   16,000     115,717
Samsung Electronics 144A
 Ordinary Shares *............      109      23,933
Samsung Electronics 144A, 
 GDR *........................      116      12,760
Samsung Electronics, GDR *....      534      35,378
Samsung Electronics, Preferred
 Stock *......................    1,071     130,314
Shanghai Shangling Electric
 Apparatus Co. ...............  129,000     111,585
                                         ----------
                                            802,809    7.3%
                                         ----------
ENERGY
HKR International, Ltd. ......  176,000     152,515
Southern Petro Chemical,
 GDR *........................    7,000      63,000
                                         ----------
                                            215,515    2.0%
                                         ----------
ENGINEERING
International Engineering
 Company......................    4,000      19,074
Time Engineering..............   32,000      81,858
                                         ----------
                                            100,932    0.9%
                                         ----------
ENTERTAINMENT
Magnum Corporation *..........   70,000     119,008    1.1%
                                         ----------
FINANCE
Finance One Public Co.,
 Ltd. ........................   25,000     140,076
Gadek Berhad..................   15,500      84,789
Hutchison Whampoa, Ltd. ......   27,000     148,764
Krungthai Thanakit PLC--
 Foreign *....................   45,000     126,963
Manhattan Card Company,
 Ltd. ........................  159,000      67,863
Promise Company, Ltd. ........    2,400      94,596
                                         ----------
                                            663,051    6.0%
                                         ----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

34
 
<PAGE>
 
                         LINCOLN NEW PACIFIC PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                     PAR/SHARE MARKET OR  PERCENT OF
DESCRIPTION                           AMOUNT   FAIR VALUE NET ASSETS
- --------------------------------------------------------------------
<S>                                  <C>       <C>        <C>
FOOD & BEVERAGE
Chosun Brewery Company *...........     2,415  $   87,744
Mos Food Services..................     3,300      82,625
                                               ----------
                                                  170,369    1.5%
                                               ----------
HEALTH CARE
NIC Corporation....................       600       8,568
Shimadzo Corporation...............    18,000      99,995
                                               ----------
                                                  108,563    1.0%
                                               ----------
INDUSTRIAL
New World Infrastructure, Ltd. *...        80         141
Tung Ho Steel 144A, GDR *..........     4,924      52,933
                                               ----------
                                                   53,074    0.5%
                                               ----------
INSURANCE
First Capital Corporation..........    40,000     108,139
Malaysia Assurance Alliance........    44,000     178,355
                                               ----------
                                                  286,494    2.6%
                                               ----------
LODGING & RESTAURANTS
AAPC, Ltd. ........................   200,000     115,786
Faber Group Bhd *..................   130,000     110,508
Shangri-La Asia, Ltd. .............   119,000     131,595
                                               ----------
                                                  357,889    3.3%
                                               ----------
MANUFACTURING
CESC Limited, GDR *................    18,000      54,900
Kahma Company, Ltd. ...............     2,860      48,112
                                               ----------
                                                  103,012    0.9%
                                               ----------
METALS & MINING
Odin Mining Investment Company *...   300,000      72,187
Pt Supreme Cable Manufacturing.....    18,000      44,386
Sammi Steel Corporation *..........    10,450     103,933
Sumitomo Metal Industries *........    34,000      92,112
UMW Holdings Berhad................    12,533      29,840
                                               ----------
                                                  342,458    3.1%
                                               ----------
MISCELLANEOUS
Kemayan Corporation *..............    10,000      13,381
MC Packaging, Ltd. ................   103,000      43,962
                                               ----------
                                                   57,343    0.5%
                                               ----------
NATURAL RESOURCES
Kamei..............................     8,000      89,198    0.8%
                                               ----------
OFFICE EQUIPMENT & SUPPLIES
Acma, Ltd. ........................    28,800      93,758    0.9%
                                               ----------
</TABLE>

    The accompanying notes are an integral part of the financial statements.
 
                                                                              35
 
<PAGE>
 
                         LINCOLN NEW PACIFIC PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                           PAR/SHARE MARKET OR  PERCENT OF
DESCRIPTION                                 AMOUNT   FAIR VALUE NET ASSETS
- --------------------------------------------------------------------------
<S>                                        <C>       <C>        <C>
PHOTOGRAPHY
China-Hong Kong Photo Products..........    472,000  $  216,718
Olympus Optical.........................     14,000     130,764
                                                     ----------
                                                        347,482    3.2%
                                                     ----------
PLASTICS
Thai Modern Plastic Industry............     91,900      96,319    0.9%
                                                     ----------
PRINTING & PAPER
Asia Securities Printing Company........        100       3,717
Picop Resources.........................    125,000      40,850
Sumitomo Forestry *.....................      8,000     112,671
                                                     ----------
                                                        157,238    1.4%
                                                     ----------
REAL ESTATE
Fil--Estate Land *......................    132,000     100,318
Henderson Land Development..............     12,000      71,860
Mitsubishi Estate Company, Ltd. ........      9,000      95,946
New World Development...................     28,000     109,006
Singapore Land..........................     15,000      83,864
                                                     ----------
                                                        460,994    4.2%
                                                     ----------
RETAIL
Itochu Corporation......................     20,000     118,539
Shinsegae Department Store..............        400      36,594
                                                     ----------
                                                        155,133    1.4%
                                                     ----------
SERVICES
L.G. Information & Communication *......      1,500     118,212    1.1%
                                                     ----------
TELECOMMUNICATIONS
Nippon Telegraph and Telephone
 Corporation............................         14     114,881
Pakistan Telecommunications, GDR *......        231      22,061
                                                     ----------
                                                        136,942    1.2%
                                                     ----------
TEXTILES
Onward Kashiyama Co., Ltd. .............      8,000     110,323
Saha Union Corporation, Ltd. ...........    120,000     132,327
Yizheng Chemical Fibre Company..........    432,000     125,716
                                                     ----------
                                                        368,366    3.3%
                                                     ----------
TRANSPORTATION
Continental Mariner Investment..........    350,000      36,215
Keppel Corporation, Ltd. ...............     21,000     172,399
                                                     ----------
                                                        208,614    1.9%
                                                     ----------
UTILITIES
Korea Electric Power Corporation........      2,200      90,570    0.8%
                                                     -------------------
TOTAL EQUITIES (Cost $10,095,495)                     9,190,229   83.5%
                                                     -------------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

36

<PAGE>
 
                         LINCOLN NEW PACIFIC PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                  MATURITY PAR/SHARE MARKET OR  PERCENT OF
DESCRIPTION                 RATE    DATE    AMOUNT   FAIR VALUE NET ASSETS
- --------------------------------------------------------------------------
<S>                         <C>   <C>      <C>       <C>        <C>
CONVERTIBLE BONDS
ELECTRONICS
United Micro Electronics
 (convertible to 547.3469
 shrs common stk).......... 1.25% 06/08/04 $ 38,000  $   51,680    0.5%
                                                     ----------
FINANCE
MBL International Finance
 (convertible to 45.4546
 shrs common stk).......... 3.00% 11/30/02  100,000     103,630    0.9%
                                                     ----------
FOOD & BEVERAGE
President Enterprises
 (convertible to 9482.1492
 shrs common stk).......... 0.00% 07/22/01   80,000      98,400    0.9%
                                                     ----------
MISCELLANEOUS
Acer, Inc. (convertible to
 13,597.25 shrs common
 stk)...................... 4.00% 06/10/01   10,000      30,500
Essar Gujarat, Ltd.
 (convertible to 2615.5564
 shrs common stk).......... 5.50% 08/05/98   50,000      49,500
                                                     ----------
                                                         80,000    0.7%
                                                     ----------
TRANSPORTATION
Yang Ming Marine
 (convertible to 865.3276
 shrs common stk).......... 2.00% 10/06/01   49,000      52,371    0.5%
                                                     -------------------
TOTAL CONVERTIBLE BONDS
 (Cost $373,789)                                        386,081    3.5%
                                                     -------------------
WARRANTS

WARRANTS
Daewoo Corporation, Warrants, 01/08/96...        11       3,300
Jardine Strategic Holdings, Ltd.,
 Warrants, 05/02/98......................     6,375       1,689
Keihin Electric Express Railway,
 Warrants, 09/11/99......................        20      11,500
Salomon Brothers, Warrants, 01/18/96.....    26,000       1,313
UMW Holdings Berhad, Warrants 01/26/00...     6,533       4,461
Worldwide Holdings Berhad, Warrants,
 09/22/99................................    21,000       9,174
                                                     ----------
TOTAL WARRANTS (Cost
 $112,256)                                               31,437    0.3%
                                                     -------------------
INVESTMENT COMPANIES
China North Industries Investment, Ltd.
 *.......................................   125,000     109,375
R.O.C. Taiwan Fund *.....................    19,000     182,875
Taipei Fund-UTS, Class B *...............        20     144,000
Taiwan Fund Inc. *.......................     6,000     131,250
                                                     ----------
TOTAL INVESTMENT COMPANIES (Cost
 $633,000)                                              567,500    5.2%
                                                     -------------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

                                                                              37
 
<PAGE>
 
                         LINCOLN NEW PACIFIC PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                               PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                                     AMOUNT   FAIR VALUE  NET ASSETS
- -------------------------------------------------------------------------------
<S>                                            <C>       <C>         <C>
SHORT-TERM INVESTMENT
REPURCHASE AGREEMENT
Prudential-Bache Repurchase Agreement, 
dated 10/31/95, due 11/01/95, with a maturity 
value of $553,258 and an effective yield of 
5.42%, collateralized by U.S. Government and 
Agency Obligation Securities with rates 
ranging from 5.67% to 8.625% and maturity 
dates ranging from 04/11/96 to 11/15/29, 
with an aggregate market value of $564,254.... $553,176  $   553,176     5.0%
                                                         ---------------------
TOTAL INVESTMENTS (Cost $11,767,716 **)                   10,728,423    97.5%
Excess of Other Assets over Liabilities                      277,993     2.5%
                                                         ---------------------
NET ASSETS                                               $11,006,416   100.0%
                                                         =====================
</TABLE>
 
NOTES TO THE PORTFOLIO OF INVESTMENTS:
 
   * Non-income producing security.
  ** Aggregate cost for Federal tax purposes (Note D).
GDR Global Depository Receipt
144A Securities exempt from registration under Rule 144A of the Securities Act
     of 1933. These securities may be resold in transactions exempt from
     registration, normally to qualified institutional buyers.
 
    The accompanying notes are an integral part of the financial statements.

38
 
<PAGE>
 
                         LINCOLN NEW PACIFIC PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

At October 31, 1995, geographic concentration of the Fund's investments was as
follows:
 
<TABLE>
<CAPTION>
                             PERCENTAGE OF
           INDUSTRY SECTOR    NET ASSETS
           ---------------   -------------
           <S>               <C>
           Japan                 19.7%
           Hong Kong             14.6
           Thailand              10.5
           South Korea            9.2
           Singapore              8.9
           United States          8.8
           Malaysia               8.1
           Taiwan                 4.5
           China                  4.2
           Australia              2.7
           Philippines            2.3
           Indonesia              2.2
           India                  1.6
           Pakistan               0.2
                                 ----
               TOTAL             97.5%
                                 ====
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

                                                                              39
 
<PAGE>
 
                      LINCOLN GOVERNMENT INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                     MATURITY PAR/SHARE   MARKET OR  PERCENT OF
DESCRIPTION                   RATE     DATE     AMOUNT   FAIR VALUE  NET ASSETS
- -------------------------------------------------------------------------------
<S>                           <C>    <C>      <C>        <C>         <C>
INVESTMENTS--NOTES A AND B

GOVERNMENT AND AGENCY OBLIGATIONS

U.S. TREASURY
U.S. Treasury Note..........  7.500% 05/15/02 $2,200,000 $ 2,390,102
U.S. Treasury Note..........  5.125% 11/30/98    750,000     737,580
U.S. Treasury Note..........  7.875% 11/15/04  1,450,000   1,634,194
U.S. Treasury Note..........  6.875% 08/31/99    250,000     259,180
U.S. Treasury Note..........  6.500% 04/30/99  1,000,000   1,023,279
U.S. Treasury Principal
 Strip......................  0.000% 05/15/19  3,000,000     638,880
                                                         -----------
                                                           6,683,215   54.1%
                                                         -----------
OTHER
Tennessee Valley Authority
 Principal Strips...........  0.000% 11/01/00  1,000,000     741,350    6.0%
                                                         -----------
FEDERAL NATIONAL MORTGAGE
 ASSOCIATION
Federal National Mortgage
 Association................  6.000% 03/01/09    906,806     884,979
Federal National Mortgage
 Association................  7.000% 10/01/25    500,000     495,625
FNMA Multi-family Mortgage..  7.150% 10/01/15    250,000     250,010
                                                         -----------
                                                           1,630,614   13.2%
                                                         -----------
FEDERAL HOME LOAN
Federal Home Loan Mortgage
 Corporation................  7.300% 12/01/12    298,323     308,205
Federal Home Loan Mortgage
 Corporation................  7.500% 11/15/23    500,000     528,125
                                                         --------------------
                                                             836,330    6.8%
                                                         --------------------
TOTAL GOVERNMENT AND AGENCY OBLIGATIONS (Cost
 $9,757,316)                                               9,891,509   80.1%
                                                         --------------------
CORPORATE BONDS
FINANCE
Associates Corp. of North
 America....................  9.125% 04/01/00    400,000     442,072    3.5%
                                                         -----------
CONSUMER PRODUCTS & SERVICES
Wal-Mart Stores, Inc........  7.500% 05/15/04    400,000     426,636    3.5%
                                                         --------------------
TOTAL CORPORATE BONDS (Cost $852,548)                        868,708    7.0%
                                                         --------------------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

40

<PAGE>
 
                      LINCOLN GOVERNMENT INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                 PAR/SHARE   MARKET OR  PERCENT OF
DESCRIPTION                        AMOUNT   FAIR VALUE  NET ASSETS
- ------------------------------------------------------------------
<S>                              <C>        <C>         <C>
SHORT-TERM INVESTMENT
REPURCHASE AGREEMENT
Prudential-Bache Repurchase
Agreement, dated 10/31/95, due
11/01/95, with a maturity value 
of $1,298,815 and an effective
yield of 5.42%, collateralized
by U.S. Government and Agency
Obligation Securities with 
rates ranging from 5.57% to
11.63% and maturity dates
ranging from 11/15/95 to 
02/01/96, with an aggregate 
market value of $1,323,811...... $1,297,822 $ 1,297,822    10.5%
                                            ---------------------
TOTAL INVESTMENTS (Cost
 $11,907,686**)                              12,058,039    97.6%

Excess of Other Assets over
 Liabilities                                    296,938     2.4%
                                            ---------------------
NET ASSETS                                  $12,354,977   100.0%
                                            =====================
</TABLE>
 
NOTES TO THE PORTFOLIO OF INVESTMENTS:
 
**Aggregate cost for Federal tax purposes (Note D).

    The accompanying notes are an integral part of the financial statements.
 
                                                                              41

<PAGE>
 
                       LINCOLN CORPORATE INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                     MATURITY PAR/SHARE   MARKET OR  PERCENT OF
DESCRIPTION                   RATE     DATE     AMOUNT   FAIR VALUE  NET ASSETS
- -------------------------------------------------------------------------------
<S>                          <C>     <C>      <C>        <C>         <C>
INVESTMENTS--NOTES A AND B

CORPORATE BONDS

AIRLINES
Delta Airlines.............   8.250% 12/27/07 $  250,000 $   275,630
United Air Lines, Inc. ....   9.210% 01/21/17    450,000     481,842
                                                         -----------
                                                             757,472     4.9%
                                                         -----------
AUTOMOTIVE
Chrysler Finance
 Corporation...............   9.500% 12/15/99    400,000     443,572
Ford Motor Credit
 Corporation...............   7.250% 05/15/99    340,000     350,472
                                                         -----------
                                                             794,044     5.1%
                                                         -----------
BANKING
Chase Manhattan
 Corporation...............   6.500% 01/15/09    250,000     239,688
First Bank Systems, Inc. ..   6.875% 09/15/07    250,000     251,857
NationsBank Corporation....   6.625% 01/15/98    220,000     222,547
                                                         -----------
                                                             714,092     4.6%
                                                         -----------
BUILDING SUPPLIES
Georgia Pacific............   9.125% 07/01/22    400,000     441,236
John Deere Credit
 Corporation...............   8.625% 08/01/19    100,000     115,576
                                                         -----------
                                                             556,812     3.6%
                                                         -----------
CHEMICALS
Dow Capital................   9.000% 05/15/10    155,000     184,884     1.2%
                                                         -----------
CONGLOMERATES
General Electric Capital
 Corporation...............   8.750% 05/21/07    400,000     470,863     3.0%
                                                         -----------
CONSUMER PRODUCTS &
 SERVICES
Nabisco, Inc. .............   7.550% 06/15/15    250,000     251,569
Service Corporation
 International.............   8.375% 12/15/04    250,000     279,926
                                                         -----------
                                                             531,495     3.4%
                                                         -----------
ENERGY
Pennzoil Company...........  10.125% 11/15/09    290,000     360,817
Phillips Petroleum.........   9.180% 09/15/21    250,000     283,465
Tenneco Credit.............   9.625% 08/15/01    250,000     285,655
                                                         -----------
                                                             929,937     6.0%
                                                         -----------
FINANCE
American Express Company...   8.500% 08/15/01    200,000     221,026
CIT Group Holdings.........   5.650% 11/15/95    200,000     199,986
First Security
 Corporation...............   7.000% 07/15/05    250,000     252,818
Heller Financial
 Corporation...............   5.625% 03/15/00    100,000      96,924
International Lease
 Finance...................   8.250% 01/15/00    250,000     267,513
Lehman Brothers Holding
 Company...................   8.875% 03/02/02    300,000     330,623
Smith Barney Holdings......   7.875% 10/01/99    100,000     105,169
                                                         -----------
                                                           1,474,059     9.4%
                                                         -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

42

<PAGE>
 
                       LINCOLN CORPORATE INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                    MATURITY PAR/SHARE   MARKET OR  PERCENT OF
DESCRIPTION                  RATE     DATE     AMOUNT   FAIR VALUE  NET ASSETS
- ------------------------------------------------------------------------------
<S>                         <C>     <C>      <C>        <C>         <C>
FOOD & BEVERAGE
Coca Cola Enterprises,
 Inc. .....................  8.000% 01/04/05 $  200,000 $   223,234
Conagra, Inc. .............  9.875% 11/15/05    250,000     307,150
PepsiCo, Inc. .............  7.875% 08/15/96    360,000     365,780
                                                        -----------
                                                            896,164     5.7%
                                                        -----------
INDUSTRIAL
Archer Daniels.............  8.875% 04/15/11    250,000     300,737
Inco, Ltd. ................  9.600% 06/15/22    100,000     111,058
Viacom International.......  8.750% 05/15/01    100,000     104,125
                                                        -----------
                                                            515,920     3.3%
                                                        -----------
INSURANCE
Transamerica Finance
 Corporation...............  0.000% 03/15/99    150,000     152,866
Travelers, Inc. ...........  8.625% 02/01/07    120,000     137,234
                                                        -----------
                                                            290,100     1.9%
                                                        -----------
LODGING & RESTAURANTS
Hilton Hotels..............  7.700% 07/15/02    250,000     257,015     1.6%
                                                        -----------
MANUFACTURING
Cyprus Amax Minerals
 Company...................  7.375% 05/15/07    250,000     258,183     1.7%
                                                        -----------
METALS & MINING
Newmont Gold Company.......  8.910% 01/05/09    100,000     108,214     0.7%
                                                        -----------
NATURAL RESOURCES
Noranda, Inc. .............  8.125% 06/15/04    200,000     217,690     1.4%
                                                        -----------
RETAIL
Federated Department
 Stores.................... 10.000% 02/15/01    100,000     107,250
Sears Roebuck & Company....  9.050% 02/06/12    500,000     587,133
                                                        -----------
                                                            694,383     4.5%
                                                        -----------
TELECOMMUNICATIONS
AT&T Capital Corporation...  7.470% 05/11/05    250,000     262,972
GTE Corporation............  9.375% 12/01/00    100,000     112,830
GTE Hawaii.................  7.000% 02/01/06    400,000     406,990
                                                        -----------
                                                            782,792     5.0%
                                                        -----------
TRANSPORTATION
Burlington Northern
 Railroad Company..........  6.940% 01/02/14    250,000     249,115
Federal Express
 Corporation...............  9.650% 06/15/12    250,000     300,347
                                                        -----------
                                                            549,462     3.5%
                                                        -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

                                                                              43

<PAGE>
 
                       LINCOLN CORPORATE INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                                   MATURITY      PAR/SHARE   MARKET OR  PERCENT OF
DESCRIPTION                        RATE              DATE          AMOUNT   FAIR VALUE  NET ASSETS
- --------------------------------------------------------------------------------------------------
<S>                          <C>              <C>                <C>        <C>           <C>
UTILITIES
Carolina Power & Light.....            9.000%           04/01/22 $  250,000 $   266,094
Great Lakes Power, Inc. ...            9.000%           08/01/04    100,000     109,499
Long Island Lighting
 Company...................            9.625%           07/01/24    200,000     204,122
Old Dominion Electric
 Corporation...............            8.760%           12/01/22    400,000     451,698
Pennsylvania Power &
 Light.....................            7.700%           10/01/09    200,000     219,041
Texas Gas Transmission.....            8.625%           04/01/04    100,000     112,133
Texas Utilities............            7.375%           11/01/99    450,000     465,041
Utilicorp United, Inc. ....            8.450%           11/15/99    100,000     106,447
Virginia Electric & Power
 Company...................            6.000%           08/01/02    200,000     195,636
                                                                            -----------
                                                                              2,129,711    13.6%
                                                                            ---------------------
TOTAL CORPORATE BONDS (Cost $12,568,713)                                     13,113,292    84.1%
                                                                            ---------------------
GOVERNMENT AND AGENCY OBLI-
 GATIONS
FEDERAL NATIONAL MORTGAGE
 ASSOCIATION
Federal National Mortgage
 Association...............            7.000%           10/16/25    500,000     495,625
FNMA Multi-family
 Mortgage..................            7.150%           10/01/15    250,000     250,007
                                                                            -----------
                                                                                745,632     4.8%
                                                                            -----------
U.S. TREASURY
U.S. Treasury Strip........            0.000%           05/15/19  2,000,000     425,918     2.7%
                                                                            ---------------------
TOTAL GOVERNMENT AND AGENCY OBLIGATIONS (Cost $1,158,792)                     1,171,550     7.5%
                                                                            ---------------------
SHORT-TERM INVESTMENT
REPURCHASE AGREEMENT
Prudential-Bache Repurchase Agreement, dated 10/31/95, due
11/01/95, with a maturity value of $1,006,494 and an 
effective yield of 5.42%, collateralized by U.S. Government 
and Agency Obligation Securities with rates ranging from 
8.625% to 11.625% and maturity dates ranging from 11/15/95 
to 11/15/29, with an aggregate market value of 
$1,026,497.....................................................   1,006,345   1,006,345     6.5%
                                                                            ---------------------
TOTAL INVESTMENTS (Cost
 $14,733,850**)                                                              15,291,187    98.1%

Excess of Other Assets over
 Liabilities                                                                    296,671     1.9%
                                                                            ---------------------
NET ASSETS                                                                  $15,587,858   100.0%
                                                                            =====================
</TABLE>
 
NOTES TO THE PORTFOLIO OF INVESTMENTS:
 
**Aggregate cost for Federal tax purposes (Note D).
 
    The accompanying notes are an integral part of the financial statements.

44

<PAGE>
 
                       LINCOLN TAX-FREE INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                      MATURITY PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                     RATE    DATE    AMOUNT   FAIR VALUE  NET ASSETS
- -------------------------------------------------------------------------------
<S>                            <C>    <C>      <C>       <C>         <C>
INVESTMENTS--NOTES A AND B

MUNICIPAL BONDS

ALABAMA
Alabama State Public School &
 College Authority...........  4.500% 08/01/06 $400,000  $   385,000    3.5%
                                                         -----------
CALIFORNIA
San Diego County, California
 Water Authority (FGIC)......  5.300% 05/01/02  400,000      416,500    3.7%
                                                         -----------
CONNECTICUT
Connecticut State, Series A,
 G.O.........................  5.400% 03/15/08  100,000      101,500
Connecticut State, Series B,
 G.O.........................  5.100% 10/01/07  100,000       99,250
                                                         -----------
                                                             200,750    1.8%
                                                         -----------
DISTRICT OF COLUMBIA
District of Columbia, G.O.
 Refunding, Bonds Series A-1,
 (MBIA)......................  6.000% 06/01/11  400,000      406,000    3.6%
                                                         -----------
FLORIDA
Florida State Municipal Power
 Authority (AMBAC)...........  5.100% 10/01/14  300,000      280,875
Jacksonville, Florida
 Electrical Authority........  5.200% 10/01/12  300,000      285,750
                                                         -----------
                                                             566,625    5.2%
                                                         -----------
GEORGIA
De Kalb County, Georgia,
 Water and Sewer, (AMBAC)....  5.125% 10/01/14  250,000      239,688
Georgia Municipal Electric
 Power Authority.............  6.000% 01/01/06  400,000      430,500
                                                         -----------
                                                             670,188    6.0%
                                                         -----------
HAWAII
Honolulu, Hawaii City &
 County (PRE-RE).............  6.700% 08/01/08  400,000      448,000    4.0%
                                                         -----------
ILLINOIS
Alton, Illinois Health
 Facilities..................  7.200% 02/15/21  400,000      455,500
Chicago, Illinois, Park
 District G.O................  6.100% 11/15/05  100,000      108,625
Illinois Health Facilities
 Authority (MBIA)............  6.250% 08/15/13  100,000      106,500
                                                         -----------
                                                             670,625    6.0%
                                                         -----------
INDIANA
Indianapolis, Indiana
 Utilities District (FGIC)...  5.000% 06/01/06  400,000      400,000
Lawrence, Indiana Central
 High School Building
 (MBIA)......................  5.200% 07/01/08  400,000      389,498
Perry, Indiana, Multi-School
 Building....................  4.600% 07/15/02  400,000      395,000
                                                         -----------
                                                           1,184,498   10.6%
                                                         -----------
MAINE
Cumberland County, Maine G.O.
 (PRE-RE)....................  6.400% 02/01/02  250,000      274,688    2.5%
                                                         -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

                                                                              45


<PAGE>
 
                       LINCOLN TAX-FREE INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                      MATURITY PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                     RATE    DATE    AMOUNT   FAIR VALUE  NET ASSETS
- -------------------------------------------------------------------------------
<S>                            <C>    <C>      <C>       <C>         <C>
MASSACHUSETTS
Chelsea, Massachusetts,
 School Improvement (AMBAC)..  5.600% 06/15/05 $100,000     $105,000
Massachusetts Water Resource
 Authority...................  5.500% 11/01/15  400,000      388,000
State of Massachusetts, G.O.,
 Series C (PRE-RE)...........  7.000% 12/01/10  300,000      335,250
                                                         -----------
                                                             828,250    7.4%
                                                         -----------
MICHIGAN
Michigan Municipal Bond
 Authority...................  5.400% 10/01/14  400,000      389,500
Michigan Public Power
 Agency......................  5.500% 01/01/13  400,000      392,500
                                                         -----------
                                                             782,000    7.0%
                                                         -----------
MINNESOTA
Minneapolis, MN General
 Obligation Note.............  3.900% 12/01/97  100,000       99,875    0.9%
                                                         -----------
NEVADA
Clark County, Nevada, School
 District (FGIC).............  6.375% 06/15/05  100,000      110,375
Nevada Municipal Bonds.......  5.000% 07/01/98  100,000      101,875
                                                         -----------
                                                             212,250    1.9%
                                                         -----------
NEW HAMPSHIRE
New Hampshire State Turnpike
 Systems (PRE-RE)............  7.400% 04/01/20  230,000      260,763    2.3%
                                                         -----------
NEW YORK
New York State Local
 Assistance Corporation......  6.000% 04/01/14  400,000      416,500
New York State Urban
 Development (AMBAC).........  5.100% 01/01/08  400,000      394,500
                                                         -----------
                                                             811,000    7.3%
                                                         -----------
OHIO
Columbus, Ohio General
 Obligation Bond.............  4.200% 09/15/97  100,000      100,250    0.9%
                                                         -----------
SOUTH CAROLINA
Charleston, South Carolina,
 Certificates of
 Participation, (AMBAC)......  5.000% 09/01/15  300,000      273,000    2.5%
                                                         -----------
TEXAS
Austin, Texas Hotel Occupancy
 Tax (AMBAC).................  5.125% 11/15/14  400,000      374,500
Bexar, Texas Metropolitan
 Waterworks..................  5.100% 05/01/05  100,000      101,250
Harris County, Texas, Toll
 Road Revenue Bonds (FGIC)...  5.000% 08/15/16  300,000      277,125
                                                         -----------
                                                             752,875    6.8%
                                                         -----------
VIRGINIA
Fairfax County, Virginia,
 Water Authority.............  5.750% 04/01/14  400,000      400,500    3.6%
                                                         -----------
WASHINGTON
Washington State Motor
 Vehicle Fuel................  5.450% 09/01/07  100,000      102,000
Washington State Public Power
 Supply......................  5.375% 07/01/15  300,000      275,250
                                                         -----------
                                                             377,250    3.4%
                                                         -----------
</TABLE>
 
    The accompanying notes are an integral part of the financial statements.

46

<PAGE>
 
                       LINCOLN TAX-FREE INCOME PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                          OCTOBER 31, 1995 (CONTINUED)

<TABLE>
<CAPTION>
                                      MATURITY PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                     RATE    DATE    AMOUNT   FAIR VALUE  NET ASSETS
- -------------------------------------------------------------------------------
<S>                            <C>    <C>      <C>       <C>         <C>
WISCONSIN
Wisconsin Clean Water......... 5.300% 06/01/12 $400,000  $   388,500     3.5%
                                                         ---------------------
TOTAL MUNICIPAL BONDS (Cost
 $10,642,590)                                             10,509,387    94.4%
                                                         ---------------------
SHORT-TERM INVESTMENT

REPURCHASE AGREEMENT
Prudential-Bache Repurchase Agreement, dated
10/31/95, due 11/01/95, with a maturity value 
of $425,694 and an effective yield of 5.42%, 
collateralized by a U.S. Government Agency 
Obligation Security with a rate of 5.67% and 
a maturity date of 04/11/96 with a market 
value of $434,154.............................  425,631      425,631     3.8%
                                                         ---------------------
TOTAL INVESTMENTS (Cost $11,068,221**)                    10,935,018    98.2%

Excess of Other Assets over Liabilities                      195,072     1.8%
                                                         ---------------------
NET ASSETS                                               $11,130,090   100.0%
                                                         =====================
</TABLE>
 
NOTES TO THE PORTFOLIO OF INVESTMENTS:
 
**      Aggregate cost for Federal Tax Purposes (Note D).
AMBAC   American Municipal Bond Assurance Corporation
FGIC    Financial Guaranty Insurance Corporation
G.O.    General Obligations
MBIA    Municipal Bond Insurance Association
PRE-RE  Pre-refunded with U.S. Treasuries

    The accompanying notes are an integral part of the financial statements.
 
                                                                              47
 
<PAGE>
 
                           LINCOLN CASHFUND PORTFOLIO
 
                            PORTFOLIO OF INVESTMENTS
                                OCTOBER 31, 1995

<TABLE>
<CAPTION>
                                     MATURITY PAR/SHARE  MARKET OR  PERCENT OF
DESCRIPTION                    RATE    DATE    AMOUNT   FAIR VALUE  NET ASSETS
- ------------------------------------------------------------------------------
<S>                           <C>    <C>      <C>       <C>         <C>
INVESTMENTS--NOTES A AND B
COMMERCIAL PAPER
AT & T....................... 5.650% 11/14/95 $ 565,000 $   563,847
Daimler Benz, N.A............ 5.690% 12/20/95   572,000     567,570
Donnelly RR & Sons........... 5.700% 12/07/95   400,000     397,720
Merrill Lynch & Company...... 5.870% 11/01/95 1,586,000   1,586,000
Merrill Lynch & Company...... 5.600% 11/07/95   525,000     524,510
Metropolitan Life Funding.... 5.710% 11/13/95   570,000     568,915
Southwestern Bell Capital
 Corporation................. 5.640% 03/25/96   570,000     557,052
Weyerhauser Company.......... 5.800% 11/02/95   570,000     569,908
                                                        -----------
TOTAL COMMERCIAL PAPER (Cost $5,335,522)                  5,335,522    46.6%
                                                        ---------------------
CORPORATE BONDS
Harris Trust & Savings....... 6.120% 08/29/96   500,000     500,000
Morgan Guaranty Trust of New
 York........................ 6.000% 10/11/96   570,000     570,000
                                                        -----------
TOTAL CORPORATE BONDS (Cost $1,070,000)                   1,070,000     9.3%
                                                        ---------------------
FLOATING RATE NOTES
Boatmens Bank of South
 Missouri.................... 5.875% 02/14/96   558,000     557,973
Caterpiller Financial
 Services.................... 5.810% 07/25/96   565,000     565,000
Comerica Bank................ 5.560% 11/22/95   545,000     544,973
First Bank of South Dakota... 5.855% 05/06/96   565,000     564,944
PHH Corporation.............. 5.840% 08/21/96   565,000     564,824
Toyota Motor Credit.......... 5.600% 01/12/96   545,000     545,000
                                                        -----------
TOTAL FLOATING RATE NOTES (Cost $3,342,714)               3,342,714    29.2%
                                                        ---------------------
GOVERNMENT AND AGENCY
 OBLIGATIONS
Federal Home Loan Bank....... 5.610% 09/20/96 1,000,000     998,987
U. S. Treasury Bill.......... 6.610% 02/08/96   700,000     687,276
                                                        -----------
TOTAL GOVERNMENT AND AGENCY OBLIGATIONS (Cost
 $1,686,263)                                              1,686,263    14.7%
                                                        ---------------------
TOTAL INVESTMENTS (Cost $11,434,499**)                   11,434,499    99.8%
Excess of Other Assets over
 Liabilities                                                 17,524     0.2%
                                                        ---------------------
NET ASSETS                                              $11,452,023   100.0%
                                                        =====================
</TABLE>
 
NOTES TO THE PORTFOLIO OF INVESTMENTS:
 
**Aggregate cost for Federal tax purposes (Note D).
 
    The accompanying notes are an integral part of the financial statements.

48
 
<PAGE>
 
 
 
                      [THIS PAGE LEFT INTENTIONALLY BLANK]
 
 
 
                                                                              49

<PAGE>
 
LINCOLN ADVISOR FUNDS, INC.
 
STATEMENTS OF ASSETS AND LIABILITIES
OCTOBER 31, 1995

<TABLE>
<CAPTION>
                               LINCOLN        LINCOLN      LINCOLN      LINCOLN
                          GROWTH AND INCOME ENTERPRISE   U.S. GROWTH  WORLD GROWTH
                              PORTFOLIO      PORTFOLIO    PORTFOLIO    PORTFOLIO
                          ----------------- -----------  -----------  ------------
<S>                       <C>               <C>          <C>          <C>
ASSETS:
 Investments, at value
 (Notes A & B)               $22,617,145    $19,969,372  $19,064,562  $14,383,500
 Foreign currency, at
 value                               --             --           --        13,029
 Cash                                --             --           --           --
 Receivable from:
  Securities sold                101,193        139,467          --           --
  Open Forward Currency
  Contracts (Note G)                 --             --           --           --
  Fund shares sold                42,676        126,218       24,465       21,685
  Dividends and interest          38,476          6,786       10,425       53,379
  Advisor                            --             --           --           --
 Deferred organization
 expense                           6,430          6,371        4,935        6,159
                             -----------    -----------  -----------  -----------
  Total assets                22,805,920     20,248,214   19,104,387   14,477,752
                             -----------    -----------  -----------  -----------
LIABILITIES:
 Payable for:
  Securities purchased         1,261,464        104,111          --           --
  Fund shares redeemed            18,726          3,334          497        1,504
  Distributions declared             342            --           --           --
  Directors' fees and
  expenses                         2,054          2,054        2,054        2,054
  Affiliates:
  Advisor                         86,560         40,625       63,298        5,772
  Service and
  distribution fees               14,928         17,056       13,224       14,430
 Accrued expenses and
 other liabilities                38,108         37,829       38,026       49,843
                             -----------    -----------  -----------  -----------
  Total Liabilities            1,422,182        205,009      117,099       73,603
                             -----------    -----------  -----------  -----------
NET ASSETS:                  $21,383,738    $20,043,205  $18,987,288  $14,404,149
                             ===========    ===========  ===========  ===========
NET ASSETS CONSIST OF:
 Paid-in capital             $19,095,891    $17,573,452  $15,192,613  $12,819,006
 Undistributed net
 investment income
 (loss) or
 distributions in
 excess of net
 investment income                20,387            --           --        28,952
 Accumulated net
 realized gain (loss)
 on investments and
 foreign currency
 transactions                    411,734       (663,946)  (1,242,395)    (226,230)
 Net unrealized
 appreciation
 (depreciation) on
 investments, forward
 currency contracts,
 foreign currency and
 other assets                  1,855,726      3,133,699    5,037,070    1,782,421
                             -----------    -----------  -----------  -----------
NET ASSETS:                  $21,383,738    $20,043,205  $18,987,288  $14,404,149
                             ===========    ===========  ===========  ===========
 CLASS A                     $13,297,253    $14,507,841  $13,573,827  $13,017,521
                             ===========    ===========  ===========  ===========
 CLASS B                     $ 1,307,566    $ 1,811,208  $   566,975  $ 1,182,741
                             ===========    ===========  ===========  ===========
 CLASS C                     $    73,181    $    58,186  $    27,138  $    42,905
                             ===========    ===========  ===========  ===========
 CLASS D                     $ 6,705,738    $ 3,665,970  $ 4,819,348  $   160,982
                             ===========    ===========  ===========  ===========
SHARES OUTSTANDING:
 CLASS A                       1,185,195      1,285,890    1,092,021    1,141,508
                             ===========    ===========  ===========  ===========
 CLASS B                         120,358        151,465       45,992      110,409
                             ===========    ===========  ===========  ===========
 CLASS C                           6,406          4,767        2,113        3,999
                             ===========    ===========  ===========  ===========
 CLASS D                         597,948        324,385      385,639       14,072
                             ===========    ===========  ===========  ===========
 CLASS A SHARES
 Net asset value and
 redemption price per
 share                       $     11.22    $     11.28  $     12.43  $     11.40
                             ===========    ===========  ===========  ===========
 Maximum sales charge              5.50%          5.50%        5.50%        5.50%
 Maximum offering price
 per share                   $     11.87    $     11.94  $     13.15  $     12.06
                             ===========    ===========  ===========  ===========
 CLASS B SHARES
 Net asset value and
 offering price*             $     10.86    $     11.96  $     12.33  $     10.71
                             ===========    ===========  ===========  ===========
 CLASS C SHARES
 Net asset value and
 offering price*             $     11.42    $     12.21  $     12.85  $     10.73
                             ===========    ===========  ===========  ===========
 CLASS D SHARES
 Net asset value,
 offering price and
 redemption price per
 share                       $     11.21    $     11.30  $     12.50  $     11.44
                             ===========    ===========  ===========  ===========
Cost of investments          $20,761,419    $16,835,673  $14,027,492  $12,601,602
Cost of foreign currency             --             --           --   $    12,505
</TABLE>
 
*Redemption price per
  share is equal to net
  asset value less any
  applicable contingent
  deferred sales
  charge.
 
                                                   The accompanying notes are an

50
 
<PAGE>
 
<TABLE>
<CAPTION>
  LINCOLN         LINCOLN          LINCOLN          LINCOLN       LINCOLN
NEW PACIFIC  GOVERNMENT INCOME CORPORATE INCOME TAX-FREE INCOME  CASHFUND
 PORTFOLIO       PORTFOLIO        PORTFOLIO        PORTFOLIO     PORTFOLIO
- -----------  ----------------- ---------------- --------------- -----------
<S>          <C>               <C>              <C>             <C>
$10,728,423     $12,058,039      $15,291,187      $10,935,018   $11,434,499
    346,436             --               --               --            --
        --           32,500              --               --            --
     54,415         816,440              --               --            --
     13,060             --               --               --            --
      2,136           1,992            9,509            1,251         1,280
     24,554         179,202          299,076          160,202        32,590
     77,923          50,866           35,974           77,759        11,147
      5,833           6,550            6,278            6,460         6,087
- -----------     -----------      -----------      -----------   -----------
 11,252,780      13,145,589       15,642,024       11,180,690    11,485,603
- -----------     -----------      -----------      -----------   -----------
    180,125         741,350              --               --            --
        --            3,026            4,582              --          1,363
        --              412              842              456           711
      2,054           2,054            2,054            2,137         2,301
        --              --               --               --            --
     10,974          10,253           10,651            9,801           --
     53,211          33,517           36,037           38,206        29,205
- -----------     -----------      -----------      -----------   -----------
    246,364         790,612           54,166           50,600        33,580
- -----------     -----------      -----------      -----------   -----------
$11,006,416     $12,354,977      $15,587,858      $11,130,090   $11,452,023
===========     ===========      ===========      ===========   ===========
$12,546,983     $12,486,146      $15,567,374      $11,264,858   $11,452,023
     (9,219)          5,468            2,057           (1,565)          --
   (507,330)       (286,990)        (538,910)             --            --
 (1,024,018)        150,353          557,337         (133,203)          --
- -----------     -----------      -----------      -----------   -----------
$11,006,416     $12,354,977      $15,587,858      $11,130,090   $11,452,023
===========     ===========      ===========      ===========   ===========
$10,353,101     $11,061,948      $11,517,879      $10,949,759   $11,452,023
===========     ===========      ===========      ===========   ===========
$   573,331     $   299,270      $   361,777      $   169,947           --
===========     ===========      ===========      ===========   ===========
$    17,490     $    14,696      $     4,677      $    10,384
===========     ===========      ===========      ===========
$    62,494     $   979,063      $ 3,703,525              --
===========     ===========      ===========      ===========
  1,188,455       1,128,893        1,180,087        1,115,574    11,452,023
===========     ===========      ===========      ===========   ===========
     63,648          29,209           34,619           16,308           --
===========     ===========      ===========      ===========   ===========
      1,980           1,416              448            1,017
===========     ===========      ===========      ===========
      7,126         101,971          390,199              --
===========     ===========      ===========      ===========
$      8.71     $      9.80      $      9.76      $      9.82   $      1.00
===========     ===========      ===========      ===========   ===========
      5.50%           4.50%            4.50%            4.50%
$      9.22     $     10.26      $     10.22      $     10.28
===========     ===========      ===========      ===========
$      9.01     $     10.25      $     10.45      $     10.42
===========     ===========      ===========      ===========
$      8.83     $     10.38      $     10.44      $     10.21
===========     ===========      ===========      ===========
$      8.77     $      9.60      $      9.49              --
===========     ===========      ===========      ===========
$11,767,716     $11,907,686      $14,733,850      $11,068,221   $11,434,499
$   331,161             --               --               --            --
</TABLE>
 
integral part of the financial statements.

                                                                              51
 
<PAGE>
 
LINCOLN ADVISOR FUNDS, INC.
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 1995

<TABLE>
<CAPTION>
 
                              LINCOLN       LINCOLN      LINCOLN      LINCOLN
                         GROWTH AND INCOME ENTERPRISE  U.S. GROWTH  WORLD GROWTH
                             PORTFOLIO     PORTFOLIO    PORTFOLIO    PORTFOLIO
                         ----------------- ----------  -----------  ------------
<S>                      <C>               <C>         <C>          <C>
INVESTMENT INCOME:
 Interest                   $  118,967     $   61,213  $   38,522    $  31,824
 Dividends (Note 1)            340,478         85,318     105,990      208,492
                            ----------     ----------  ----------    ---------
  Total investment in-
   come                        459,445        146,531     144,512      240,316
                            ----------     ----------  ----------    ---------
EXPENSES (NOTE A):
 Investment Advisory
  fees (Note C)                139,813        116,353     105,965      142,529
 Custody and adminis-
  tration fees                  72,494         92,461      76,881       97,930
 Audit fees                     14,400         14,400      16,400       20,600
 Registration and fil-
  ing fees                      38,486         37,948      37,760       37,326
 Transfer agency fees           17,398         17,398      17,398       17,398
 Directors' fees and
  expenses                       8,233          8,232       8,232        8,232
 Amortization of organ-
  ization costs (Note
  F)                             5,386          5,446       5,446        5,446
 Other                           1,379          1,652       1,653        1,655
 Fees waived and
  expenses reimbursed
  by the Advisor
  (Note C)                     (53,253)       (75,728)    (42,667)    (136,758)
                            ----------     ----------  ----------    ---------
                               244,336        218,162     227,068      194,358
 Distribution and serv-
  ice fees (Note C):
  Class A Shares                41,382         42,883      40,509       41,866
  Class B Shares                 9,710         12,474       3,983        8,469
  Class C Shares                   426            486         127          408
                            ----------     ----------  ----------    ---------
 Net expenses                  295,854        274,005     271,687      245,101
                            ----------     ----------  ----------    ---------
NET INVESTMENT INCOME
 (LOSS)                        163,591       (127,474)   (127,175)      (4,785)
                            ----------     ----------  ----------    ---------
REALIZED AND UNREALIZED
 GAIN (LOSS):
 Net realized gain
  (loss) on:
  Investment transac-
   tions                       425,374        952,012    (476,502)    (109,077)
  Foreign currency
   transactions                    --             --          --        53,067
                            ----------     ----------  ----------    ---------
  Net realized gain
   (loss)                      425,374        952,012    (476,502)     (56,010)
                            ----------     ----------  ----------    ---------
 Net change in
  unrealized apprecia-
  tion (depreciation)
  on:
  Investments                2,538,893      2,165,537   3,893,441      651,911
  Foreign currency and
   other assets                    --             --          --       (20,353)
                            ----------     ----------  ----------    ---------
NET UNREALIZED APPRECI-
 ATION (DEPRECIATION)
 DURING THE PERIOD           2,538,893      2,165,537   3,893,441      631,558
                            ----------     ----------  ----------    ---------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)      2,964,267      3,117,549   3,416,939      575,548
                            ----------     ----------  ----------    ---------
NET INCREASE (DECREASE)
 IN NET ASSETS RESULT-
 ING FROM OPERATIONS        $3,127,858     $2,990,075  $3,289,764    $ 570,763
                            ==========     ==========  ==========    =========
NOTE 1: NET OF FOREIGN
 TAXES WITHHELD OF:                --             --          --     $  27,176
</TABLE>

                                                   The accompanying notes are an
 
52
 
<PAGE>
 
<TABLE>
<CAPTION>
                                                        LINCOLN
  LINCOLN           LINCOLN            LINCOLN           TAX-         LINCOLN
NEW PACIFIC    GOVERNMENT INCOME   CORPORATE INCOME   FREE INCOME    CASHFUND
 PORTFOLIO         PORTFOLIO          PORTFOLIO        PORTFOLIO     PORTFOLIO
- -----------    -----------------   ----------------   -----------    ---------
<S>            <C>                 <C>                <C>            <C>
$    25,014       $  823,203          $1,056,815      $  557,939     $665,485
    111,412              --                  --              --           --
- -----------       ----------          ----------      ----------     --------
    136,426          823,203           1,056,815         557,939      665,485
- -----------       ----------          ----------      ----------     --------
    119,820           33,749              40,247          31,052       27,946
    150,831           68,583              71,679          69,228       66,697
     20,600           13,400              14,400          16,500       11,300
     37,156           37,395              37,892          36,931       23,375
     17,398           17,398              17,398          17,398       17,398
      8,232            8,232               8,232           8,232        8,232
      5,446            5,446               5,446           5,446        5,446
      1,653            1,658               1,658           1,657        1,663
   (197,745)         (84,614)            (76,211)       (108,813)     (39,094)
- -----------       ----------          ----------      ----------     --------
    163,391          101,247             120,741          77,631      122,963
     35,982           36,161              36,880          35,745          --
      5,374            2,650               2,991           1,255          --
        159               74                  53             123          --
- -----------       ----------          ----------      ----------     --------
    204,906          140,132             160,665         114,754      122,963
- -----------       ----------          ----------      ----------     --------
    (68,480)         683,071             896,150         443,185      542,522
- -----------       ----------          ----------      ----------     --------
   (470,965)         315,265             104,351             --           --
     82,356              --                  --              --           --
- -----------       ----------          ----------      ----------     --------
   (388,609)         315,265             104,351             --           --
- -----------       ----------          ----------      ----------     --------
 (1,244,822)         453,575           1,219,589         977,524          --
     12,967              --                  --              --           --
- -----------       ----------          ----------      ----------     --------
 (1,231,855)         453,575           1,219,589         977,524          --
- -----------       ----------          ----------      ----------     --------
 (1,620,464)         768,840           1,323,940         977,524          --
- -----------       ----------          ----------      ----------     --------
$(1,688,944)      $1,451,911          $2,220,090      $1,420,709     $542,522
===========       ==========          ==========      ==========     ========
$    80,877              --                  --              --           --
</TABLE>
 
integral part of the financial statements.

                                                                              53
 
<PAGE>
 
LINCOLN ADVISOR FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED OCTOBER 31, 1995
 
<TABLE>
<CAPTION>
                                              LINCOLN        LINCOLN      LINCOLN      LINCOLN
                                         GROWTH AND INCOME ENTERPRISE   U.S. GROWTH  WORLD GROWTH
                                             PORTFOLIO      PORTFOLIO    PORTFOLIO    PORTFOLIO
                                         ----------------- -----------  -----------  ------------
<S>                                      <C>               <C>          <C>          <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
 Net investment income (loss)               $   163,591    $  (127,474) $  (127,175) $    (4,785)
 Net realized gain (loss) on
  investments and foreign currency
  transactions                                  425,374        952,012     (476,502)     (56,010)
 Net change in unrealized appreciation
  (depreciation) on investments,
  foreign currency and other assets           2,538,893      2,165,537    3,893,441      631,558
                                            -----------    -----------  -----------  -----------
 Net increase (decrease) in net assets
  resulting from operations                   3,127,858      2,990,075    3,289,764      570,763
                                            -----------    -----------  -----------  -----------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE A):
 From net investment income*:
 CLASS A                                        (82,711)           --           --        (9,506)
 CLASS B                                         (4,970)           --           --        (1,209)
 CLASS C                                           (191)           --           --          (104)
 CLASS D                                        (55,332)           --           --          (263)
 From short-term capital gains:
 CLASS A                                       (267,001)           --           --           --
 CLASS B                                        (19,100)           --           --           --
 CLASS C                                           (653)           --           --           --
 CLASS D                                        (81,783)           --           --           --
NET FUND SHARE TRANSACTIONS (NOTE E):
 CLASS A                                      1,108,608      1,331,853      488,757      799,587
 CLASS B                                        600,728        780,768      268,431      605,810
 CLASS C                                         43,004         10,081       18,772        2,337
 CLASS D                                      3,371,526      3,318,688    2,411,031       89,271
                                            -----------    -----------  -----------  -----------
TOTAL CHANGE IN NET ASSETS                    7,739,983      8,431,465    6,476,755    2,056,686
NET ASSETS:
 Beginning of period                         13,643,755     11,611,740   12,510,533   12,347,463
                                            -----------    -----------  -----------  -----------
 End of period (including
  undistributed net investment income
  disclosed below **)                       $21,383,738    $20,043,205  $18,987,288  $14,404,149
                                            ===========    ===========  ===========  ===========
 *Including distributions in excess of
  net investment income of:                         --             --           --           --
**Undistributed net investment income
  (loss):                                        20,387            --           --        28,952
</TABLE>
 
 
 
                                                   The accompanying notes are an
 
54
 
<PAGE>
 
 
<TABLE>
<CAPTION>
                                                   LINCOLN
  LINCOLN          LINCOLN          LINCOLN         TAX-        LINCOLN
NEW PACIFIC   GOVERNMENT INCOME CORPORATE INCOME FREE INCOME   CASHFUND
 PORTFOLIO        PORTFOLIO        PORTFOLIO      PORTFOLIO    PORTFOLIO
- -----------   ----------------- ---------------- -----------  -----------
<S>           <C>               <C>              <C>          <C>
$   (68,480)     $   683,071      $   896,150    $   443,185  $   542,522
   (388,609)         315,265          104,351            --           --
 (1,231,855)         453,575        1,219,589        977,524          --
- -----------      -----------      -----------    -----------  -----------
 (1,688,944)       1,451,911        2,220,090      1,420,709      542,522
- -----------      -----------      -----------    -----------  -----------
        --          (620,799)        (633,907)      (437,188)    (542,522)
        --           (19,661)         (24,234)        (6,574)         --
        --              (224)            (604)          (988)         --
        --           (51,430)        (236,120)           --           --
   (316,289)             --               --             --           --
    (15,095)             --               --             --           --
       (342)             --               --             --           --
     (1,631)             --               --             --           --
    941,615          689,590          802,327        545,752      555,106
    231,878           46,580          115,759         64,485          --
      6,813          (35,204)          (5,334)         2,272          --
     23,103          593,422        2,194,396            --           --
- -----------      -----------      -----------    -----------  -----------
   (818,892)       2,054,185        4,432,373      1,588,468      555,106
 11,825,308       10,300,792       11,155,485      9,541,622   10,896,917
- -----------      -----------      -----------    -----------  -----------
$11,006,416      $12,354,977      $15,587,858    $11,130,090  $11,452,023
===========      ===========      ===========    ===========  ===========
        --               --               --          (1,565)         --
     (9,219)           5,468            2,057            --           --
</TABLE>
 
 
 
integral part of the financial statements.
 
                                                                              55
 
<PAGE>
 
LINCOLN ADVISOR FUNDS, INC.
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD DECEMBER 3, 1993 (COMMENCEMENT OF OPERATIONS) TO OCTOBER 31,
1994
 
<TABLE>
<CAPTION>
                                              LINCOLN        LINCOLN      LINCOLN      LINCOLN
                                         GROWTH AND INCOME ENTERPRISE   U.S. GROWTH  WORLD GROWTH
                                             PORTFOLIO      PORTFOLIO    PORTFOLIO    PORTFOLIO
                                         ----------------- -----------  -----------  ------------
<S>                                      <C>               <C>          <C>          <C>
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
 Net investment income (loss)                   $55,239       ($96,231)    ($48,908)     $24,104
 Net realized gain (loss) on
  investment transactions and foreign
  currency transactions                         366,879     (1,615,958)    (765,893)    (117,654)
 Net change in unrealized appreciation
  (depreciation) on investments,
  foreign currency and other assets            (683,167)       968,162    1,143,629    1,150,863
                                            -----------    -----------  -----------  -----------
 Net increase (decrease) in net assets
  resulting from operations                    (261,049)      (744,027)     328,828    1,057,313
                                            -----------    -----------  -----------  -----------
DISTRIBUTIONS TO SHAREHOLDERS (NOTE A):
 From net investment income*:
 CLASS A                                        (52,553)        (5,017)     (10,026)     (31,036)
 CLASS B                                           (901)           --           --          (644)
 CLASS C                                            (44)           --           --           (16)
 CLASS D                                        (13,722)           --           --          (154)
NET FUND SHARE TRANSACTIONS (NOTE E):
 CLASS A                                     10,707,842     11,364,722   10,432,432   10,690,388
 CLASS B                                        567,722        714,807      193,916      518,236
 CLASS C                                         24,220         36,372        4,860       38,387
 CLASS D                                      2,659,240        231,883    1,547,523       61,989
                                            -----------    -----------  -----------  -----------
TOTAL CHANGE IN NET ASSETS                   13,630,755     11,598,740   12,497,533   12,334,463
NET ASSETS:
 Beginning of period                             13,000         13,000       13,000       13,000
                                            -----------    -----------  -----------  -----------
 End of period (including
  undistributed net investment
  income disclosed below**)                 $13,643,755    $11,611,740  $12,510,533  $12,347,463
                                            ===========    ===========  ===========  ===========
 *Including distributions in excess of
  net investment income of:                    ($11,981)       ($5,017)    ($10,026)     ($7,747)
**Undistributed net investment income:              --             --           --           --
</TABLE>
 
 
 
                                                   The accompanying notes are an
 
56

<PAGE>
 
 
<TABLE>
<CAPTION>
  LINCOLN         LINCOLN          LINCOLN          LINCOLN       LINCOLN
NEW PACIFIC  GOVERNMENT INCOME CORPORATE INCOME TAX-FREE INCOME  CASHFUND
 PORTFOLIO       PORTFOLIO        PORTFOLIO        PORTFOLIO     PORTFOLIO
- -----------  ----------------- ---------------- --------------- -----------
<S>          <C>               <C>              <C>             <C>
   ($21,131)       $401,834         $569,199        $354,978       $271,189
    305,061        (602,768)        (643,261)            --             --
    207,837        (303,222)        (662,252)     (1,110,727)           --
- -----------     -----------      -----------      ----------    -----------
    491,767        (504,156)        (736,314)       (755,749)       271,189
- -----------     -----------      -----------      ----------    -----------
    (10,033)       (376,003)        (531,367)       (355,455)      (271,189)
        --           (2,509)          (3,088)         (1,109)           --
        --             (709)             (92)            (45)           --
        --           (7,589)         (33,880)            --             --
 10,855,398      10,518,370       10,853,543      10,532,695     10,883,917
    416,363         246,538          230,877         100,785            --
     12,436          50,709           10,006           7,500            --
     46,377         363,141        1,352,800             --             --
- -----------     -----------      -----------      ----------    -----------
 11,812,308      10,287,792       11,142,485       9,528,622     10,883,917
     13,000          13,000           13,000          13,000         13,000
- -----------     -----------      -----------      ----------    -----------
$11,825,308     $10,300,792      $11,155,485      $9,541,622    $10,896,917
===========     ===========      ===========      ==========    ===========
   ($10,033)            --               --          ($1,630)           --
        --          $15,024             $772             --             --
</TABLE>
 
 
 
integral part of the financial statements.
 
                                                                              57

<PAGE>
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
LINCOLN GROWTH AND INCOME PORTFOLIO
 
 
<TABLE>
<CAPTION>
                                       CLASS A                           CLASS B
                          --------------------------------- ---------------------------------
                            FOR THE YEAR    FOR THE PERIOD    FOR THE YEAR    FOR THE PERIOD
                               ENDED            ENDED            ENDED            ENDED
                          OCTOBER 31, 1995 OCTOBER 31, 1994 OCTOBER 31, 1995 OCTOBER 31, 1994
                          ---------------- ---------------- ---------------- ----------------
<S>                       <C>              <C>              <C>              <C>
Net asset value,
 beginning of period          $  9.74          $  10.00          $ 9.49          $  10.00
                              -------          --------          ------          --------
Income from investment
 operations:
 Net investment income
  (loss)                         0.09              0.05            0.04              0.01
 Net realized and
  unrealized gain (loss)
  on investments                 1.71             (0.26)           1.64             (0.49)
                              -------          --------          ------          --------
  Total from investment
   operations                    1.80             (0.21)           1.68             (0.48)
                              -------          --------          ------          --------
Less distributions to
 shareholders:
 From net investment
  income                        (0.07)            (0.05)          (0.06)            (0.03)
 From net realized gains        (0.25)              --            (0.25)              --
                              -------          --------          ------          --------
  Total distributions           (0.32)            (0.05)          (0.31)            (0.03)
                              -------          --------          ------          --------
Net asset value, end of
 period                       $ 11.22          $   9.74          $10.86          $   9.49
                              =======          ========          ======          ========
Total Return**                  19.13%            (2.15%)         18.36%            (4.83%)
Ratios/Supplemental
 Data:
 Net assets, end of
  period (000's)              $13,297           $10,437          $1,308              $563
 Net expenses to average
  daily net assets               1.75%             1.75%*          2.40%             2.40%*
 Net investment income
  (loss) to average
  daily net assets               0.88%             0.49%*          0.23%             (.14%)*
 Portfolio turnover rate           49%               39%             49%               39%
 Commencement of
  operations                                   12/03/93                          03/29/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:               2.09%             2.87%*          2.74%             3.53%*
</TABLE> 

LINCOLN ENTERPRISE PORTFOLIO

<TABLE> 
<CAPTION>
                                       CLASS A                           CLASS B
                          --------------------------------- ---------------------------------
                            FOR THE YEAR    FOR THE PERIOD    FOR THE YEAR    FOR THE PERIOD
                               ENDED            ENDED            ENDED            ENDED
                          OCTOBER 31, 1995 OCTOBER 31, 1994 OCTOBER 31, 1995 OCTOBER 31, 1994
                          ---------------- ---------------- ---------------- ----------------
<S>                       <C>              <C>              <C>              <C>
Net asset value,
 beginning of period          $  9.20          $  10.00          $ 9.81          $  10.00
                              -------          --------          ------          --------
Income from investment
 operations:
 Net investment income
  (loss)                        (0.08)            (0.08)          (0.12)            (0.04)
 Net realized and
  unrealized gain (loss)
  on investments                 2.16             (0.71)           2.27             (0.15)
                              -------          --------          ------          --------
  Total from investment
   operations                    2.08             (0.79)           2.15             (0.19)
                              -------          --------          ------          --------
Less distributions to
 shareholders:
 From net investment
  income                          --              (0.01)            --                --
 From net realized gains          --                --              --                --
                              -------          --------          ------          --------
  Total distributions            0.00             (0.01)           0.00              0.00
                              -------          --------          ------          --------
Net asset value, end of
 period                       $ 11.28          $   9.20          $11.96          $   9.81
                              =======          ========          ======          ========
Total Return**                  22.72%            (7.91%)         21.92%            (1.91%)
Ratios/Supplemental
 Data:
 Net assets, end of
  period (000's)              $14,508           $10,579          $1,811              $761
 Net expenses to average
  daily net assets               1.85%             1.85%*          2.50%             2.50%*
 Net investment income
  (loss) to average
  daily net assets              (0.83%)           (1.01%)*        (1.50%)           (1.53%)*
 Portfolio turnover rate          106%              120%            106%              120%
 Commencement of
  operations                                   12/03/93                          04/14/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:               2.42%             3.10%*          3.07%             3.76%*
</TABLE>
- -------
 * Annualized.
** Total return calculations exclude front end sales load.
 
                                                   The accompanying notes are an
 

 
<PAGE>
 
 
<TABLE>
<CAPTION>
                CLASS C                                  CLASS D
- ---------------------------------------- ---------------------------------------
  FOR THE YEAR                             FOR THE YEAR
     ENDED            FOR THE PERIOD          ENDED           FOR THE PERIOD
OCTOBER 31, 1995  ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
- ----------------  ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
     $ 9.96              $  10.00             $ 9.74             $  10.42
     ------              --------             ------             --------
       0.04                  0.00               0.12                 0.05
       1.72                 (0.02)              1.71                (0.66)
     ------              --------             ------             --------
       1.76                 (0.02)              1.83                (0.61)
     ------              --------             ------             --------
      (0.05)                (0.02)             (0.11)               (0.07)
      (0.25)                  --               (0.25)                 --
     ------              --------             ------             --------
      (0.30)                (0.02)             (0.36)               (0.07)
     ------              --------             ------             --------
     $11.42              $   9.96             $11.21             $   9.74
     ======              ========             ======             ========
      18.37%                (0.22%)            19.52%               (5.93%)
        $73                   $24             $6,706               $2,620
       2.40%                 2.40%*             1.40%                1.40%*
       0.23%                 (.08%)*            1.23%                0.91%*
         49%                   39%                49%                  39%
                         05/11/94                                02/03/94
       2.74%                 3.52%*             1.74%                2.52%*
<CAPTION>
                CLASS C                                  CLASS D
- ---------------------------------------- ---------------------------------------
  FOR THE YEAR                             FOR THE YEAR
     ENDED            FOR THE PERIOD          ENDED           FOR THE PERIOD
OCTOBER 31, 1995  ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
- ----------------  ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
     $10.02              $  10.00             $ 9.23             $  10.44
     ------              --------             ------             --------
      (0.15)                (0.05)             (0.02)               (0.02)
       2.34                  0.07               2.09                (1.19)
     ------              --------             ------             --------
       2.19                  0.02               2.07                (1.21)
     ------              --------             ------             --------
        --                    --                 --                   --
        --                    --                 --                   --
     ------              --------             ------             --------
       0.00                  0.00               0.00                 0.00
     ------              --------             ------             --------
     $12.21              $  10.02             $11.30             $   9.23
     ======              ========             ======             ========
      21.86%                 0.23%             22.43%              (11.61%)
     $   58              $     37             $3,666             $    234
       2.50%                 2.50%*             1.53%                1.50%*
      (1.49%)               (1.53%)*           (0.60%)               (.63%)*
        106%                  120%               106%                 120%
                         05/10/94                                02/03/94
       3.07%                 3.75%*             2.07%                2.75%*
</TABLE>
 
integral part of the financial statements.
 
                                                                              
 
<PAGE>
 
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
LINCOLN U.S. GROWTH PORTFOLIO
 
<TABLE>
<CAPTION>
                                          CLASS A                                 CLASS B
                          --------------------------------------- ---------------------------------------
                            FOR THE YEAR                            FOR THE YEAR
                               ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
                          OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                          ---------------- ---------------------- ---------------- ----------------------
<S>                       <C>              <C>                    <C>              <C>
Net asset value,
 beginning of period           $10.21               $10.00             $10.19               $10.00
                              -------             --------            -------             --------
Income from investment
 operations:
 Net investment income
  (loss)                       (0.09)               (0.04)             (0.14)               (0.03)
 Net realized and
  unrealized gain (loss)
  on investments                 2.31                 0.26               2.28                 0.22
                              -------             --------            -------             --------
  Total from investment
   operations                    2.22                 0.22               2.14                 0.19
                              -------             --------            -------             --------
Less distributions to
 shareholders:
 From net investment
  income                          --                 (0.01)               --                   --
 From net realized gains          --                   --                 --                   --
                              -------             --------            -------             --------
  Total distributions            0.00                (0.01)              0.00                 0.00
                              -------             --------            -------             --------
Net asset value, end of
 period                        $12.43               $10.21             $12.33               $10.19
                              =======             ========            =======             ========
Total Return**                 21.74%                2.18%             21.00%                1.90%
Ratios / Supplemental
 Data:
 Net assets, end of
  period (000's)              $13,574              $10,669               $567                 $204
 Net expenses to average
  daily net assets              1.85%               1.85%*              2.50%               2.50%*
 Net investment income
  (loss) to average
  daily net assets            (0.88%)             (0.51%)*            (1.57%)             (1.26%)*
 Portfolio turnover rate          58%                  66%                58%                  66%
 Commencement of
  operations                                      12/03/93                                03/29/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:              2.18%               2.94%*              2.83%               3.60%*
</TABLE> 

LINCOLN WORLD GROWTH PORTFOLIO

<TABLE> 
<CAPTION>
                                          CLASS A                                 CLASS B
                          --------------------------------------- ---------------------------------------
                            FOR THE YEAR                            FOR THE YEAR
                               ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
                          OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                          ---------------- ---------------------- ---------------- ----------------------
<S>                       <C>              <C>                    <C>              <C>
Net asset value,
 beginning of period           $11.00               $10.00             $10.40               $10.00
                              -------             --------            -------             --------
Income from investment
 operations:
 Net investment income
  (loss)                         0.01                 0.02             (0.02)                  --
 Net realized and
  unrealized gain (loss)
  on investments                 0.40                 1.01               0.35                 0.43
                              -------             --------            -------             --------
  Total from investment
   operations                    0.41                 1.03               0.33                 0.43
                              -------             --------            -------             --------
Less distributions to
 shareholders:
 From net investment
  income                       (0.01)               (0.03)             (0.02)               (0.03)
 From net realized gains          --                   --                 --                   --
                              -------             --------            -------             --------
  Total distributions          (0.01)               (0.03)             (0.02)               (0.03)
                              -------             --------            -------             --------
Net asset value, end of
 period                        $11.40               $11.00             $10.71               $10.40
                              =======             ========            =======             ========
Total Return**                  3.81%               10.25%              3.19%                4.28%
Ratios / Supplemental
 Data:
 Net assets, end of
  period (000's)              $13,018              $11,721             $1,183                 $523
 Net expenses to average
  daily net assets              1.85%               1.85%*              2.50%               2.50%*
 Net investment income
  (loss) to average
  daily net assets              0.00%               0.25%*            (0.57%)             (0.37%)*
 Portfolio turnover rate           9%                   6%                 9%                   6%
 Commencement of
  operations                                      12/03/93                                03/29/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:              2.96%               3.56%*              3.61%               4.22%*
</TABLE>
 
 * Annualized
** Total return calculations exclude front end sales load.
 
                                                   The accompanying notes are an
 

 
<PAGE>
 
 
<TABLE>
<CAPTION>
                 CLASS C                                 CLASS D
 --------------------------------------- ---------------------------------------
   FOR THE YEAR                            FOR THE YEAR
      ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
 ---------------- ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
      $10.62               $10.00             $10.23               $10.52
     -------             --------            -------             --------
      (0.10)               (0.03)             (0.05)               (0.01)
        2.33                 0.65               2.32               (0.28)
     -------             --------            -------             --------
        2.23                 0.62               2.27                (0.29)
     -------             --------            -------             --------
         --                   --                 --                   --
         --                   --                 --                   --
     -------             --------            -------             --------
        0.00                 0.00               0.00                 0.00
     -------             --------            -------             --------
      $12.85               $10.62             $12.50               $10.23
     =======             ========            =======             ========
      21.00%                6.17%             22.19%              (2.78%)
         $27                   $5             $4,819               $1,630
       2.50%               2.50%*              1.50%               1.50%*
     (1.61%)             (1.09%)*            (0.59%)             (0.27%)*
         58%                  66%                58%                  66%
                         05/23/94                                02/03/94
       2.82%               3.54%*              1.83%               2.60%*
</TABLE>
<TABLE>
<CAPTION>
                 CLASS C                                 CLASS D
 --------------------------------------- ---------------------------------------
   FOR THE YEAR                            FOR THE YEAR
      ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
 ---------------- ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
      $10.43               $10.00             $11.02               $10.50
     -------             --------            -------             --------
      (0.06)                 0.01               0.04                 0.04
        0.39                 0.44               0.41                 0.52
     -------             --------            -------             --------
        0.33                 0.45               0.45                 0.56
     -------             --------            -------             --------
      (0.03)               (0.02)             (0.03)               (0.04)
         --                   --                 --                   --
     -------             --------            -------             --------
      (0.03)               (0.02)             (0.03)               (0.04)
     -------             --------            -------             --------
      $10.73               $10.43             $11.44               $11.02
     =======             ========            =======             ========
       3.16%                4.45%              4.22%                5.26%
         $43                  $38               $161                  $63
       2.50%               2.50%*              1.50%               1.50%*
     (0.62%)               0.16%*              0.40%               0.76%*
          9%                   6%                 9%                   6%
                         05/10/94                                02/03/94
       3.61%               4.23%*              2.61%              3.21% *
</TABLE>
 
 
integral part of the financial statements.
 
                                                                              

<PAGE>
 
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
LINCOLN NEW PACIFIC PORTFOLIO
 
<TABLE>
<CAPTION>
                                          CLASS A                                 CLASS B
                          --------------------------------------- ---------------------------------------
                            FOR THE YEAR                            FOR THE YEAR
                               ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
                          OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                          ---------------- ---------------------- ---------------- ----------------------
<S>                       <C>              <C>                    <C>              <C>
Net asset value,
 beginning of period            $10.44              $10.00              $10.86              $10.00
                              --------            --------            --------            --------
Income from investment
 operations:
 Net investment income
  (loss)                        (0.05)              (0.02)              (0.10)              (0.03)
 Net realized and
  unrealized gain (loss)
  on investments                (1.39)                0.47              (1.46)                0.89
                              --------            --------            --------            --------
  Total from investment
   operations                   (1.44)                0.45              (1.56)                0.86
                              --------            --------            --------            --------
Less distributions to
 shareholders:
 From net investment
  income                           --               (0.01)                 --                  --
 From net realized gains        (0.29)                 --               (0.29)                 --
                              --------            --------            --------            --------
  Total distributions           (0.29)              (0.01)              (0.29)                0.00
                              --------            --------            --------            --------
Net asset value, end of
 period                          $8.71              $10.44               $9.01              $10.86
                              ========            ========            ========            ========
Total Return**                (13.99%)               4.53%            (14.56%)               8.58%
Ratios / Supplemental
 Data:
 Net assets, end of
  period (000's)               $10,353             $11,333                $573                $431
 Net expenses to average
  daily net assets               1.85%              1.85%*               2.50%              2.50%*
 Net investment income
  (loss) to average
  daily net assets             (0.60%)            (0.21%)*             (1.20%)            (0.88%)*
 Portfolio turnover rate          163%                104%                163%                104%
 Commencement of
  operations                                      12/03/93                                03/29/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to 
  average net assets
  would have been:               3.73%              3.66%*               4.38%              4.32%*
</TABLE> 

LINCOLN GOVERNMENT INCOME PORTFOLIO

<TABLE> 
<CAPTION>
                                          CLASS A                                 CLASS B
                          --------------------------------------- ---------------------------------------
                            FOR THE YEAR                            FOR THE YEAR
                               ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
                          OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                          ---------------- ---------------------- ---------------- ----------------------
<S>                       <C>              <C>                    <C>              <C>
Net asset value,
 beginning of period             $9.15              $10.00               $9.78              $10.00
                              --------            --------            --------            --------
Income from investment
 operations:
 Net investment income
  (loss)                          0.57                0.38                0.57                0.12
 Net realized and
  unrealized gain (loss)
  on investments                  0.65              (0.86)                0.65              (0.23)
                              --------            --------            --------            --------
  Total from investment
   operations                     1.22              (0.48)                1.22              (0.11)
                              --------            --------            --------            --------
Less distributions to
 shareholders:
 From net investment
  income                        (0.57)              (0.37)              (0.75)              (0.11)
 From net realized gains           --                  --                  --                  --
                              --------            --------            --------            --------
  Total distributions           (0.57)              (0.37)              (0.75)              (0.11)
                              --------            --------            --------            --------
Net asset value, end of
 period                          $9.80               $9.15              $10.25               $9.78
                              ========            ========            ========            ========
Total Return**                  13.72%             (4.93%)              13.09%             (1.11%)
Ratios / Supplemental
 Data:
 Net assets, end of
  period (000's)               $11,062              $9,658                $299                $239
 Net expenses to average
  daily net assets               1.25%              1.25%*               1.90%              1.90%*
 Net investment income
  (loss) to average
  daily net assets               6.07%              4.38%*               5.43%              4.87%*
 Portfolio turnover rate          227%                366%                227%                366%
 Commencement of
  operations                                      12/03/93                                07/27/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:               2.06%              2.58%*               2.71%              3.22%*
</TABLE>
 
 * Annualized
** Total return calculations exclude front end sales load.
 
                                                   The accompanying notes are an
 

 
<PAGE>
 
 
<TABLE>
<CAPTION>
                 CLASS C                                 CLASS D
 --------------------------------------- ---------------------------------------
   FOR THE YEAR                            FOR THE YEAR
      ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
 ---------------- ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
       $10.66              $10.00              $10.48              $11.14
     --------            --------            --------            --------
       (0.08)              (0.02)              (0.01)                0.01
       (1.46)                0.68              (1.41)              (0.67)
     --------            --------            --------            --------
       (1.54)                0.66              (1.42)              (0.66)
     --------            --------            --------            --------
          --                  --                  --                  --
       (0.29)                 --               (0.29)                 --
     --------            --------            --------            --------
       (0.29)                0.00              (0.29)                0.00
     --------            --------            --------            --------
        $8.83              $10.66               $8.77              $10.48
     ========            ========            ========            ========
     (14.57%)               6.55%            (13.65%)             (5.98%)
          $17                 $12                 $62                 $47
        2.50%              2.50%*               1.50%              1.50%*
      (1.02%)            (0.83%)*             (0.16%)              0.23%*
         163%                104%                163%                104%
                         07/07/94                                02/03/94
        4.38%              4.31%*               3.38%              3.31%*
</TABLE>
<TABLE>
<CAPTION>
                 CLASS C                                 CLASS D
 --------------------------------------- ---------------------------------------
   FOR THE YEAR                            FOR THE YEAR
      ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
 ---------------- ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
        $9.79              $10.00               $9.15              $10.00
     --------            --------            --------            --------
         0.63                0.15                0.69                0.33
         0.47              (0.22)                0.54              (0.85)
     --------            --------            --------            --------
         1.10              (0.07)                1.23              (0.52)
     --------            --------            --------            --------
       (0.51)              (0.14)              (0.78)              (0.33)
          --                  --                  --                  --
     --------            --------            --------            --------
       (0.51)              (0.14)              (0.78)              (0.33)
     --------            --------            --------            --------
       $10.38               $9.79               $9.60               $9.15
     ========            ========            ========            ========
       11.59%             (0.72%)              14.15%             (5.17%)
          $15                 $49                $979                $353
        1.85%              1.90%*               0.90%              0.90%*
        4.73%              4.71%*               6.39%              5.57%*
         227%                366%                227%                366%
                         07/07/94                                02/03/94
        2.70%              3.22%*               1.71%              2.23%*
</TABLE>
 
integral part of the financial statements.
 
                                                                              

<PAGE>
 
FINANCIAL HIGHLIGHTS
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
LINCOLN CORPORATE INCOME PORTFOLIO
 
<TABLE>
<CAPTION>
                                          CLASS A                                 CLASS B
                          --------------------------------------- ---------------------------------------
                            FOR THE YEAR                            FOR THE YEAR
                               ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
                          OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                          ---------------- ---------------------- ---------------- ----------------------
<S>                       <C>              <C>                    <C>              <C>
Net asset value,
 beginning of period            $8.80               $10.00              $9.73               $10.00
                              -------             --------             ------             --------
Income from investment
 operations:
 Net investment income
  (loss)                         0.61                 0.51               0.66                 0.29
 Net realized and
  unrealized gain (loss)
  on investments                 0.91               (1.20)               0.91               (0.28)
                              -------             --------             ------             --------
  Total from investment
   operations                    1.52               (0.69)               1.57                 0.01
                              -------             --------             ------             --------
Less distributions to
 shareholders:
 From net investment
  income                       (0.56)               (0.51)             (0.85)               (0.28)
 From net realized gains          --                   --                 --                   --
                              -------             --------             ------             --------
  Total distributions          (0.56)               (0.51)             (0.85)               (0.28)
                              -------             --------             ------             --------
Net asset value, end of
 period                         $9.76                $8.80             $10.45                $9.73
                              =======             ========             ======             ========
Total Return**                 17.71%              (7.06%)             17.05%                0.11%
Ratios/Supplemental
 Data:
 Net assets, end of
  period (000's)              $11,518               $9,620               $362                 $222
 Net expenses to average
  daily net assets              1.25%               1.25%*              1.90%               1.90%*
 Net investment income
  (loss) to average
  daily net assets              6.64%               6.04%*              5.97%               5.94%*
 Portfolio turnover rate         119%                 185%               119%                 185%
 Commencement of
  operations                                      12/03/93                                05/11/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:              1.87%               2.55%*              2.52%               3.21%*
</TABLE> 

LINCOLN TAX-FREE INCOME PORTFOLIO

<TABLE> 
<CAPTION>
                                          CLASS A                                 CLASS B
                          --------------------------------------- ---------------------------------------
                            FOR THE YEAR                            FOR THE YEAR
                               ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
                          OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                          ---------------- ---------------------- ---------------- ----------------------
<S>                       <C>              <C>                    <C>              <C>
Net asset value,
 beginning of period            $8.93               $10.00              $9.67               $10.00
                              -------             --------             ------             --------
Income from investment
 operations:
 Net investment income
  (loss)                         0.40                 0.34               0.43                 0.16
 Net realized and
  unrealized gain (loss)
  on investments                 0.89               (1.06)               0.88               (0.33)
                              -------             --------             ------             --------
  Total from investment
   operations                    1.29               (0.72)               1.31               (0.17)
                              -------             --------             ------             --------
Less distributions to
 shareholders:
 From net investment
  income                       (0.40)               (0.35)             (0.56)               (0.16)
 From net realized gains          --                   --                 --                   --
                              -------             --------             ------             --------
  Total distributions          (0.40)               (0.35)             (0.56)               (0.16)
                              -------             --------             ------             --------
Net asset value, end of
 period                         $9.82                $8.93             $10.42                $9.67
                              =======             ========             ======             ========
Total Return**                 14.76%              (7.40%)             14.04%              (1.73%)
Ratios/Supplemental
 Data:
 Net assets, end of
  period (000's)              $10,950               $9,438               $170                  $95
 Net expenses to average
  daily net assets              1.10%               1.10%*              1.75%               1.75%*
 Net investment income
  (loss) to average
  daily net assets              4.29%               3.98%*              3.63%               3.52%*
 Portfolio turnover rate           3%                  25%                 3%                  25%
 Commencement of
  operations                                      12/03/93                                05/04/94
 Without the waiver of
  fees and reimbursement
  of expenses by the
  advisor, the ratio of
  net expenses to
  average net assets
  would have been:              2.22%               2.66%*              2.87%               3.31%*
</TABLE>
 
 * Annualized
** Total return calculations exclude front end sales load.
 
                                                   The accompanying notes are an
 
 
<PAGE>
 
 
<TABLE>
<CAPTION>
                 CLASS C                                 CLASS D
 --------------------------------------- ---------------------------------------
   FOR THE YEAR                            FOR THE YEAR
      ENDED           FOR THE PERIOD          ENDED           FOR THE PERIOD
 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
 ---------------- ---------------------- ---------------- ----------------------
<S>               <C>                    <C>              <C>
       $9.80               $10.00              $8.84                $9.98
      ------             --------             ------             --------
        0.18                 0.08               0.73                 0.41
        1.33               (0.19)               0.78               (1.12)
      ------             --------             ------             --------
        1.51               (0.11)               1.51               (0.71)
      ------             --------             ------             --------
      (0.87)               (0.09)             (0.86)               (0.43)
         --                   --                 --                   --
      ------             --------             ------             --------
      (0.87)               (0.09)             (0.86)               (0.43)
      ------             --------             ------             --------
      $10.44                $9.80              $9.49                $8.84
      ======             ========             ======             ========
      16.23%              (1.00%)             18.27%              (7.21%)
          $5                   $9             $3,704               $1,302
       1.90%               1.85%*              0.90%               0.90%*
       5.75%               5.91%*              6.95%               6.88%*
        119%                 185%               119%                 185%
                         09/14/94                                02/03/94
       2.52%               3.17%*              1.52%               2.20%*
</TABLE>
<TABLE>
<CAPTION>
                 CLASS C
 ---------------------------------------
   FOR THE YEAR
      ENDED           FOR THE PERIOD
 OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
 ---------------- ----------------------
<S>               <C>                  
       $9.64               $10.00
      ------             --------
        0.13                 0.05
        1.10               (0.35)
      ------             --------
        1.23               (0.30)
      ------             --------
      (0.66)               (0.06)
         --                   --
      ------             --------
      (0.66)               (0.06)
      ------             --------
      $10.21                $9.64
      ======             ========
      13.40%              (3.04%)
         $10                   $7
       1.75%               1.75%*
       3.68%               3.50%*
          3%                  25%
                         09/14/94
       2.87%               3.27%*
</TABLE>
 
integral part of the financial statements.
 
                                                                              
 
<PAGE>
 
FINANCIAL HIGHLIGHTS
LINCOLN CASHFUND PORTFOLIO
(FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD)
 
<TABLE>
<CAPTION>
                                                  REGULAR SHARES
                                      ---------------------------------------
                                        FOR THE YEAR
                                           ENDED           FOR THE PERIOD
                                      OCTOBER 31, 1995 ENDED OCTOBER 31, 1994
                                      ---------------- ----------------------
<S>                                   <C>              <C>
NET ASSET VALUE, BEGINNING OF PERIOD        $1.00                $1.00
                                          -------             --------
INCOME FROM INVESTMENT OPERATIONS:
 Net investment income (loss)                0.05                 0.03
 Net realized and unrealized gain
  (loss) on investments                      0.00                 0.00
                                          -------             --------
  Total from investment operations           0.05                 0.03
                                          -------             --------
LESS DISTRIBUTIONS TO SHAREHOLDERS:
 From net investment income                (0.05)               (0.03)
 From net realized gains                      --                   --
                                          -------             --------
  Total distributions                      (0.05)               (0.03)
                                          -------             --------
NET ASSET VALUE, END OF PERIOD              $1.00                $1.00
                                          =======             ========
TOTAL RETURN                                4.94%                2.63%
RATIOS/SUPPLEMENTAL DATA:
 Net assets, end of period (000's)        $11,452              $10,897
 Net expenses to average daily net
  assets                                    1.10%               1.10%*
 Net investment income (loss) to
  average daily net assets                  4.85%               2.90%*
 Commencement of operations                                   12/03/93
 Without the waiver of fees and
  reimbursement of expenses by the
  advisor, the ratio of net
  expenses to average net assets
  would have been:                          1.51%               2.11%*
</TABLE>
 
* Annualized
 
 
    The accompanying notes are an integral part of the financial statements.
 
<PAGE>
 
                      [THIS PAGE INTENTIONALLY LEFT BLANK]

<PAGE>
 
                          LINCOLN ADVISOR FUNDS, INC.
                         NOTES TO FINANCIAL STATEMENTS
                                OCTOBER 31, 1995
 
NOTE A - SUMMARY OF ACCOUNTING POLICIES
 
The Lincoln Advisor Funds, Inc. (the "Fund"), is a Maryland corporation
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), as an open-end management investment company. The Fund currently issues
nine separate series of shares (each referred to as a Portfolio or collectively
as the Portfolios) each representing a separate, diversified portfolio of
securities. The Portfolios are Lincoln Growth and Income Portfolio ("Lincoln
Growth and Income"), Lincoln Enterprise Portfolio ("Lincoln Enterprise"),
Lincoln U. S. Growth Portfolio ("Lincoln U. S. Growth"), Lincoln World Growth
Portfolio ("Lincoln World Growth"), Lincoln New Pacific Portfolio ("Lincoln New
Pacific"), Lincoln Government Income Portfolio ("Lincoln Government"), Lincoln
Corporate Income Portfolio ("Lincoln Corporate"), Lincoln Tax-Free Income
Portfolio ("Lincoln Tax-Free"), and Lincoln Cashfund Portfolio ("Lincoln
Cashfund"). Each of the Portfolios, except Lincoln Cashfund, currently offers
four classes of shares: Class A, Class B, Class C and Class D. Lincoln Cashfund
currently offers two classes of shares: Regular and Class B Exchange shares.
For ease of presentation within the financial statements, Lincoln Cashfund
Regular shares appear under the heading as Class A shares. As of the date of
this report, all classes of the Fund with the exception of Lincoln Tax-Free
Class D and Lincoln Cashfund Class B Exchange had commenced operations. The
following is a summary of the significant accounting policies followed by the
Portfolios in the preparation of their financial statements.
 
SECURITIES VALUATIONS
A security listed or traded on an exchange (including the NASDAQ National
Market System) is valued at its last sale price on the exchange where the
security is principally traded or, if lacking any sales on a particular day,
the security is valued at the mean between the closing bid and asked prices on
that day. Each security traded in the over-the-counter market is valued at the
mean between the last available bid and asked prices based upon quotes
furnished by market makers for such securities. Debt obligations that are
issued or guaranteed by the U.S. Government, its agencies, authorities and
instrumentalities are valued on the basis of prices provided by independent
pricing services. Prices provided by the pricing services may be determined
without exclusive reliance on quoted prices, and may reflect appropriate
factors such as yield, type of issue, coupon rate, maturity and general market
conditions. Securities for which market quotations are not readily available
are valued at fair market value as determined in good faith by or under the
supervision of the Fund's officers in a manner specifically authorized by the
Board of Directors of the Fund. The securities of Lincoln Cashfund are valued
at amortized cost. For all other funds, short-term obligations having 60 days
or less to maturity are valued at amortized cost. Amortized cost valuation
involves assuming a constant amortization of any discount or premium from
maturity, regardless of the effect of fluctuating interest rates on the market
value of the instrument.
 
REPURCHASE AGREEMENTS
Each Portfolio may engage in repurchase agreement transactions. Under the terms
of a typical repurchase agreement, the Portfolio takes possession of an
underlying debt obligation subject to an obligation of the seller to
repurchase, and the Portfolio to resell, the obligation at an agreed-upon price
and time, thereby determining the yield during the Portfolio's holding period.
This arrangement results in a fixed rate of return that is not subject to
market fluctuations during the Portfolio's holding period. The value of the
collateral is at least equal at all times to the total amount of the repurchase
obligation, including interest. In the event of counterparty default, the
Portfolio has the right to use the collateral to offset losses incurred. There
is potential loss to the Portfolio in the event the Portfolio is delayed or
prevented from exercising its rights to dispose of the collateral securities,
including the risk
 
68

<PAGE>
 
of a possible decline in the value of the underlying securities during the
period while the Portfolio seeks to assert its rights. The Portfolios'
investment advisor, acting under the supervision of the Board of Directors of
the Fund, reviews the value of the collateral and the creditworthiness of those
banks and dealers with which the Portfolio enters into repurchase agreements to
evaluate potential risks.
 
FORWARD FOREIGN CURRENCY CONTRACTS
The Portfolios (other than Lincoln Tax-Free and Lincoln Cashfund) may enter
into forward foreign currency exchange contracts. Forward foreign currency
contracts are valued at the forward rate and are marked-to-market daily. The
change in market value is recorded by the Portfolio as an unrealized gain or
loss. When the contract is closed, the Portfolio records a realized gain or
loss equal to the difference between the value of the contract at the time it
was opened and the value at the time it was closed.
 
The use of forward foreign currency contracts does not eliminate fluctuations
in the underlying prices of the Portfolio's investment securities, but it does
establish a rate of exchange that can be achieved in the future. Although
forward foreign currency contracts limit the risk of loss due to a decline in
the value of the hedged currency, they also limit any potential gain that might
result should the value of the currency increase. In addition, the Portfolio
could be exposed to risks if the counterparties to the contracts are unable to
meet the terms of their contracts.
 
FOREIGN CURRENCY
The books and records of the Portfolios are maintained in United States (U.S.)
dollars. Foreign currencies, investments and other assets and liabilities are
translated into U.S. dollars at the exchange rates prevailing at the end of the
period. Purchases and sales of investment securities, income and expense items
are translated on the respective dates of such transactions. Unrealized gains
and losses which result from changes in foreign currency exchange rates have
been included in the unrealized appreciation/(depreciation) of investments. Net
realized foreign currency gains and losses resulting from changes in exchange
rates include foreign currency gains and losses between trade date and
settlement date on investment securities transactions, foreign currency
transactions and the difference between the amounts of interest and dividends
recorded on the books of the Portfolio and the amount actually received. The
portion of foreign currency gains and losses related to fluctuation in exchange
rates between the initial purchase trade date and subsequent sale trade date is
included in realized gains and losses on investment securities sold.
 
OPTION TRANSACTIONS
The Portfolios may purchase and write (i.e., sell) put and call options on
securities and currencies. A call option gives the purchaser, in exchange for a
premium paid, the right for a specified period of time to purchase securities
or currencies subject to the option at a specified price (the exercise price or
strike price). When a Portfolio writes a call option, the Portfolio gives up
the potential for gain on the underlying securities in excess of the exercise
price of the option. A put option gives the purchaser, in return for a premium,
the right for a specified period of time to sell the securities or currencies
to the writer of the put at the specified exercise price. The writer of the put
option, in return for the premium, has the obligation, upon exercise of the
option, to acquire the securities underlying the option at the exercise price.
A Portfolio might, therefore, be obligated to purchase the underlying
securities for more than their current market price.
 
SECURITIES TRANSACTIONS AND INVESTMENT INCOME
Securities transactions are accounted for on a trade date basis. Realized gains
and losses on sales are computed on the basis of specific identification of the
securities sold. Interest income, adjusted for amortization of discounts and
premiums on investments, is earned from settlement date and is recorded on the
accrual basis. Dividend income and distributions to shareholders are recorded
on the ex-dividend date.
 
                                                                              69
 
<PAGE>
 
DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS
Dividends from net investment income, if any, for Lincoln Growth and Income,
Lincoln Enterprise, Lincoln U.S. Growth, Lincoln World Growth, and Lincoln New
Pacific Portfolios are declared and paid at least annually. Dividends from net
investment income for Lincoln Government, Lincoln Corporate, and Lincoln Tax-
Free Portfolios are declared and paid monthly. Dividends from net investment
income for the Lincoln Cashfund are declared daily and paid monthly. Net
realized capital gains, if any, for the Portfolios are declared and paid at
least annually. Additional distributions may be made at the discretion of the
Board of Directors in order to avoid the application of a 4% non-deductible
excise tax on certain amounts of undistributed ordinary income and capital
gains.
 
Permanent book and tax basis differences relating to shareholder distributions
will result in reclassifications to paid-in capital. Undistributed net
investment income and accumulated net realized gain may include temporary book
and tax differences which will reverse in a subsequent period. For the year
ended December 31, 1994, the Funds reclassified the following amounts:
 
<TABLE>
<CAPTION>
                                          UNDISTRIBUTED  ACCUMULATED
                                          NET INVESTMENT NET REALIZED  PAID-IN
                                          INCOME (LOSS)  GAIN (LOSS)   CAPITAL
                                          -------------- ------------ ---------
<S>                                       <C>            <C>          <C>
Lincoln Enterprise.......................    $127,474      $    --    ($127,474)
Lincoln U.S. Growth......................     127,175           --     (127,175)
Lincoln World Growth.....................      52,566       (52,566)        --
Lincoln New Pacific......................      59,261       (80,392)     21,131
Lincoln Government.......................        (513)          513         --
</TABLE>
 
Distributions in excess of tax basis earnings and profits will be reported in
the Fund's financial statements as a return of capital. Furthermore,
differences in the recognition or classification of income between the
financial statements and tax earnings and profits which result in temporary
over-distributions for financial statement purposes are classified as
distributions in excess of net investment income or accumulated net realized
gains. Per share net investment income or loss does not reflect current period
reclassification of permanent differences between book and tax basis net
investment income or loss.
 
FEDERAL INCOME TAXES
Each Portfolio intends to qualify as a regulated investment company, by
complying with the requirements of the Internal Revenue Code applicable to
regulated investment companies and by distributing substantially all of its
earnings to shareholders. Therefore, no Federal income tax provision is
required. Distributions in excess of tax basis earnings and profits will be
reported in the Fund's financial statements as a return of capital.
Furthermore, differences in the recognition or classification of income between
the financial statements and tax earnings and profits which result in temporary
over-distributions for financial statement purposes are classified as
distributions in excess of net investment income or accumulated net realized
gains.
 
EXPENSES
Operating expenses directly attributable to a class of shares are charged to
that class' operations. Expenses of the Fund not directly attributable to the
operations of any class of shares or Portfolio are prorated among the classes
and Portfolios, respectively, to which the expense relates based on the
relative net assets of such class or Portfolio.
 
70

<PAGE>
 
NOTE B - INVESTMENTS
 
Cost of purchases and proceeds from sales of investment securities (excluding
short-term securities) for the period from November 1, 1994 to October 31, 1995
were as follows:
 
<TABLE>
<CAPTION>
                                                      PURCHASES       SALES
                                                     -----------   -----------
       <S>                                           <C>           <C>
       Lincoln Growth and Income.................... $13,387,883   $ 7,793,015
       Lincoln Enterprise...........................  20,427,323    14,543,631
       Lincoln U.S. Growth..........................  12,384,988     8,544,836
       Lincoln World Growth.........................   3,129,483     1,051,295
       Lincoln New Pacific..........................  17,889,177    16,654,473
       Lincoln Government...........................  24,464,198*   23,661,659*
       Lincoln Corporate............................  18,131,686**  14,586,905**
       Lincoln Tax-Free.............................     897,847       300,000
</TABLE>
 
 *U.S. Government Securities
**Includes $7,580,856 in purchases, and $9,158,861 in sales of U.S. Government
Securities
 
NOTE C - MANAGEMENT FEES AND OTHER TRANSACTIONS WITH AFFILIATES
 
Under an agreement between the Fund and Lincoln Investment Management, Inc.
("LIM" or the "Advisor") (formerly Lincoln National Investment Management
Company), the Advisor is responsible for the investment of each Portfolio's
assets, bearing the cost of research and statistical analysis as well as
ordinary office costs and salaries of officers and employees who provide
services to the Fund. In return for these services, LIM receives advisory fees
monthly based upon each Portfolio's average daily net assets at the following
annual rates:
 
<TABLE>
            <S>                        <C>
            Lincoln Growth and Income   .80%
            Lincoln Enterprise          .80%
            Lincoln U.S. Growth         .70%
            Lincoln World Growth       1.10%
            Lincoln New Pacific        1.10%
            Lincoln Government          .30%
            Lincoln Corporate           .30%
            Lincoln Tax-Free            .30%
            Lincoln Cashfund            .25%
</TABLE>
 
Pursuant to separate agreements with LIM, Lincoln Growth and Income, Lincoln
Enterprise, Lincoln U.S. Growth, Lincoln World Growth and Lincoln New Pacific
Portfolios have sub-advisors who participate in the management of its
respective Portfolio's assets. The sub-advisors are each responsible for the
day-to-day investment management of the Portfolio under the direct supervision
of LIM. Lynch & Mayer, Inc., an affiliate of LIM, serves as the sub-advisor to
the Lincoln Enterprise Portfolio and earned sub-advisory fees of $72,723 for
the period ended October 31, 1995. None of the other current sub-advisors are
affiliated with the Advisor. The sub-advisors' fees are paid by the advisor;
the Portfolios do not pay any fees directly to the sub-advisors.
 
Securities regulations of various states in which the Portfolios have
shareholders provide that, if expenses borne by the Portfolio in any year
(including the advisory fee but excluding interest, taxes, brokerage fees and
where permitted, extraordinary expenses) exceed certain limitations, the
Advisor must reimburse the Portfolio for any such excess at least annually.
These expense limitations may be raised or lowered from time to time. The Fund
 
                                                                              71

<PAGE>
 
believes the most restrictive expense limitation of state securities
commissioners is 2.5% of each Portfolio's average daily net assets up to
$30,000,000; 2% of the next $70,000,000 and 1.5% of average daily net assets in
excess of $100,000,000 during the applicable year. During any year, the Advisor
will be bound by the most stringent applicable requirements of any state.
 
Delaware Distributors L.P., ("Delaware"), an affiliate of LIM, has served as
the Fund's distributor of Portfolio shares since September 22, 1995. Prior to
September 22, 1995 LNC Equity Sales Corporation, an affiliate of LIM, served as
the Fund's distributor. The distributor is paid an annual service fee with
respect to Class A (excluding Lincoln Cashfund "Regular" shares), Class B
(including Lincoln Cashfund "Class B Exchange" shares) and Class C shares of
the Portfolios at the rate of .25% of the value of the average daily net assets
of the respective class of each Portfolio. Delaware is also paid an annual
distribution fee by Class A (excluding Lincoln Cashfund "Regular" shares),
Class B (including Lincoln Cashfund "Class B Exchange" shares) and Class C
shares at the rate of .10%, .75% and .75%, respectively, of the value of
average daily net assets attributable to those classes of shares. The fees are
authorized pursuant to separate service and distribution plans for each of the
classes of shares (the "Plans") adopted by the Portfolios pursuant to Rule 12b-
1 under the Investment Company Act and are used by Delaware to cover expenses
primarily intended to result in the sale of those shares of the Portfolios.
 
Delaware Service Company, Inc. has also served as the Fund's transfer and
shareholder services agent since September 22, 1995. For the year ended October
31, 1995 Delaware received $24,222 in fees for transfer and shareholder
services provided. Prior to September 22, 1995 Fundamental Shareholder Services
Inc. served as the Fund's transfer and shareholder services agent.
 
Certain officers and directors of the Fund are also officers or directors of
the Advisor. The compensation of unaffiliated directors of the Fund is borne by
the Fund.
 
Initial investments into the Fund were made by American States Insurance
Company ("ASI") and Lincoln National Life Insurance Company ("LNLIC"), both
affiliates of the Advisor. As of October 31, 1995, ASI held approximately 57%,
66%, and 96% of the outstanding shares of Lincoln Enterprise, Lincoln U.S.
Growth, and Lincoln Tax-Free, respectively. LNLIC held approximately 54%, 79%,
82%, 88%, 70%, and 94% of the outstanding shares of Lincoln Growth and Income,
Lincoln World Growth, Lincoln New Pacific, Lincoln Government, Lincoln
Corporate, and Lincoln Cashfund, respectively.
 
NOTE D - INCOME TAXES
 
At October 31, 1995, aggregate gross unrealized appreciation for all securities
in which there is an excess of value over tax cost and aggregate gross
unrealized depreciation for all securities in which there is an excess of tax
cost over value were as follows:
 
<TABLE>
<CAPTION>
                                   TAX BASIS    TAX BASIS
                                   UNREALIZED   UNREALIZED
                                  APPRECIATION DEPRECIATION
                                  ------------ ------------
       <S>                        <C>          <C>
       Lincoln Growth and Income   $2,530,884   $  675,158
       Lincoln Enterprise           3,621,020      487,321
       Lincoln U.S. Growth          5,183,478      146,408
       Lincoln World Growth         2,945,463    1,163,565
       Lincoln New Pacific            487,688    1,526,981
       Lincoln Government             177,602       27,249
       Lincoln Corporate              625,956       68,619
       Lincoln Tax-Free                43,944      177,147
</TABLE>
 
 
72
 
<PAGE>
 
At October 31, 1995, the following funds have available, for Federal income tax
purposes, unused capital losses:
 
<TABLE>
<CAPTION>
                                                        AMOUNT  EXPIRATION DATE
                                                       -------- ----------------
       <S>                                             <C>      <C>
       Lincoln Enterprise............................. $663,935 October 31, 2002
      --------------------------------------------------------------------------
       Lincoln U.S. Growth............................  762,603 October 31, 2002
                                                        479,792 October 31, 2003
      --------------------------------------------------------------------------
       Lincoln World Growth...........................  117,153 October 31, 2002
                                                        109,076 October 31, 2003
      --------------------------------------------------------------------------
       Lincoln New Pacific............................  432,949 October 31, 2003
       Lincoln Government.............................  286,991 October 31, 2002
       Lincoln Corporate..............................  538,910 October 31, 2002
</TABLE>
 
NOTE E - CAPITAL STOCK
 
The Portfolios (other than the Lincoln Cashfund) issue the following classes of
shares: Class A shares are sold to investors choosing the initial sales charge
alternative, Class B shares are sold to investors choosing the contingent
deferred sales charge ("CDSC") alternative, Class C shares are sold to
investors choosing the annual distribution fee alternative and Class D shares
are sold to investors choosing the no sales charge alternative and are
available to insurance companies (including both general and separate
accounts), affiliates of insurance companies and investment companies
registered under the Investment Company Act only. The Lincoln Cashfund offers
two classes of shares: Regular Shares and Class B Exchange Shares. The Regular
Shares are offered and sold at the net asset value ($1.00) without a sales
charge and without any service or distribution fees. The Class B Exchange
Shares, which are issued only upon the exchange of shares of Class B of any
other Portfolio, are subject to the applicable CDSC, if any, upon redemption
and are charged distribution and service fees totaling 1% of the net asset
value of the shares. As of October 31, 1995, 810,000,000 shares of $.01 par
value Common Stock, issued in separate series, were authorized. Because the
Lincoln Cashfund has sold shares, issued shares as reinvestment of dividends
and redeemed shares at a constant net asset value of $1.00 per share, the
number of shares represented by such sales, reinvestments and redemptions is
the same as the amounts shown below for such transactions. Changes in shares
outstanding for each Portfolio for the periods indicated are presented on the
following pages:
 
                                                                              73

<PAGE>
 
<TABLE>
<CAPTION>
                                          FOR THE YEAR ENDED OCTOBER 31, 1995
                          ----------------------------------------------------------------------------
                               CLASS A             CLASS B           CLASS C            CLASS D
                          -------------------  -----------------  ---------------  -------------------
                          SHARES     AMOUNT    SHARES    AMOUNT   SHARES  AMOUNT   SHARES     AMOUNT
                          -------  ----------  -------  --------  ------  -------  -------  ----------
<S>                       <C>      <C>         <C>      <C>       <C>     <C>      <C>      <C>
LINCOLN GROWTH AND
 INCOME PORTFOLIO
 Sold...................   86,373    $870,351   65,262  $643,559   4,279  $46,101  404,257  $4,170,140
 Issued as reinvestment
  of dividends..........   37,192     348,324    2,566    22,782      90      843   14,252     137,112
 Redeemed...............  (10,399)   (110,067)  (6,830)  (65,613)   (379)  (3,940) (89,601)   (935,726)
                          -------  ----------  -------  --------  ------  -------  -------  ----------
 Net increase...........  113,166   1,108,608   60,998   600,728   3,990   43,004  328,908   3,371,526
                          =======  ==========  =======  ========  ======  =======  =======  ==========
LINCOLN ENTERPRISE
 PORTFOLIO
 Sold...................  165,155  $1,624,685   81,179  $854,499   1,660  $17,046  308,608  $3,416,787
 Issued as reinvestment
  of dividends..........      --          --       --        --      --       --       --          --
 Redeemed...............  (28,541)   (292,832)  (7,295)  (73,731)   (637)  (6,965)  (9,614)    (98,099)
                          -------  ----------  -------  --------  ------  -------  -------  ----------
 Net increase...........  136,614   1,331,853   73,884   780,768   1,023   10,081  298,994   3,318,688
                          =======  ==========  =======  ========  ======  =======  =======  ==========
LINCOLN U.S. GROWTH
 PORTFOLIO
 Sold...................   52,639    $551,988   26,729  $276,925   1,865  $21,207  307,706  $3,303,266
 Issued as reinvestment
  of dividends..........      --          --       --        --      --       --       --          --
 Redeemed...............   (5,890)    (63,231)    (829)   (8,494)   (232)  (2,435) (81,517)   (892,235)
                          -------  ----------  -------  --------  ------  -------  -------  ----------
 Net increase...........   46,749     488,757   25,900   268,431   1,633   18,772  226,189   2,411,031
                          =======  ==========  =======  ========  ======  =======  =======  ==========
LINCOLN WORLD GROWTH
 PORTFOLIO
 Sold...................   87,908    $933,753   66,883  $672,282   1,735  $17,206   10,800  $  116,640
 Issued as reinvestment
  of dividends..........      895       9,471      123     1,192      11      104       25         262
 Redeemed...............  (13,283)   (143,637)  (6,937)  (67,664) (1,466) (14,973)  (2,532)    (27,631)
                          -------  ----------  -------  --------  ------  -------  -------  ----------
 Net increase...........   75,520     799,587   60,069   605,810     280    2,337    8,293      89,271
                          =======  ==========  =======  ========  ======  =======  =======  ==========
LINCOLN NEW PACIFIC
 PORTFOLIO
 Sold...................   88,098    $793,387   36,512  $345,285   1,031  $ 8,907    2,883  $   25,647
 Issued as reinvestment
  of dividends..........   33,992     315,456    1,505    14,514      37      342      176       1,631
 Redeemed...............  (18,925)   (167,228) (14,072) (127,921)   (271)  (2,436)    (494)     (4,175)
                          -------  ----------  -------  --------  ------  -------  -------  ----------
 Net increase...........  103,165     941,615   23,945   231,878     797    6,813    2,565      23,103
                          =======  ==========  =======  ========  ======  =======  =======  ==========
LINCOLN GOVERNMENT
 INCOME PORTFOLIO
 Sold...................   13,148    $124,019    3,642   $36,391   1,394  $14,219   75,898  $  711,902
 Issued as reinvestment
  of dividends..........   65,220     617,698    1,698    16,613      22      223    5,547      51,430
 Redeemed...............   (5,486)    (52,127)    (634)   (6,424) (5,071) (49,646) (18,066)   (169,910)
                          -------  ----------  -------  --------  ------  -------  -------  ----------
 Net increase/decrease..   72,882     689,590    4,706    46,580  (3,655) (35,204)  63,379     593,422
                          =======  ==========  =======  ========  ======  =======  =======  ==========
LINCOLN CORPORATE INCOME
 PORTFOLIO
 Sold...................   25,773    $236,627   10,034   $99,507     445  $ 4,556  307,225  $2,785,489
 Issued as reinvestment
  of dividends..........   67,335     628,474    2,352    22,994       6       61   26,256     236,120
 Redeemed...............   (6,735)    (62,774)    (677)   (6,742) (1,004)  (9,951) (90,608)   (827,213)
                          -------  ----------  -------  --------  ------  -------  -------  ----------
 Net increase/decrease..   86,373     802,327   11,709   115,759    (553)  (5,334) 242,873   2,194,396
                          =======  ==========  =======  ========  ======  =======  =======  ==========
LINCOLN TAX-FREE INCOME
 PORTFOLIO
 Sold...................   15,484    $145,064    6,324   $63,931   2,070  $20,000
 Issued as reinvestment
  of dividends..........   46,039     433,850      522     5,140      70      671
 Redeemed...............   (3,463)    (33,162)    (438)   (4,586) (1,873) (18,399)
                          -------  ----------  -------  --------  ------  -------
 Net increase...........   58,060     545,752    6,408    64,485     267    2,272
                          =======  ==========  =======  ========  ======  =======
LINCOLN CASHFUND
 PORTFOLIO
 Sold...................             $883,280
 Issued as reinvestment
  of dividends..........              540,832
 Redeemed...............             (869,006)
                                   ----------
 Net increase...........              555,106
                                   ==========
</TABLE>
 
 
74
 
<PAGE>
 
<TABLE>
<CAPTION>
                  FOR THE YEAR ENDED OCTOBER 31, 1994
- ----------------------------------------------------------------------------
       CLASS A              CLASS B          CLASS C          CLASS D
- ----------------------  ----------------  -------------- -------------------
 SHARES      AMOUNT     SHARES   AMOUNT   SHARES AMOUNT  SHARES     AMOUNT
- ---------  -----------  ------  --------  ------ ------- -------  ----------
<S>        <C>          <C>     <C>       <C>    <C>     <C>      <C>
1,068,102  $10,669,420  59,266  $566,826  2,412  $24,176 270,752  $2,676,462
    5,349       52,433      94       896      4       44   1,407      13,721
   (1,422)     (14,011)    --        --     --       --   (3,119)    (30,943)
- ---------  -----------  ------  --------  -----  ------- -------  ----------
1,072,029  $10,707,842  59,360  $567,722  2,416  $24,220 269,040  $2,659,240
=========  ===========  ======  ========  =====  ======= =======  ==========
1,158,125  $11,443,035  77,581  $714,807  3,744  $36,372  25,578  $  233,559
      499        5,017     --        --     --       --      --          --
   (9,348)     (83,330)    --        --     --       --     (187)     (1,676)
- ---------  -----------  ------  --------  -----  ------- -------  ----------
1,149,276  $11,364,722  77,581  $714,807  3,744  $36,372  25,391  $  231,883
=========  ===========  ======  ========  =====  ======= =======  ==========
1,047,871  $10,458,026  20,092  $193,916    480  $ 4,860 162,440  $1,577,056
    1,000       10,026     --        --     --       --      --          --
   (3,599)     (35,620)    --        --     --       --   (2,990)    (29,533)
- ---------  -----------  ------  --------  -----  ------- -------  ----------
1,045,272  $10,432,432  20,092  $193,916    480  $ 4,860 159,450  $1,547,523
=========  ===========  ======  ========  =====  ======= =======  ==========
1,065,506  $10,685,448  50,281  $517,626  3,717  $38,371   5,805  $   62,275
    2,895       31,015      62       644      2       16      14         154
   (2,413)     (26,075)     (3)      (34)   --       --      (40)       (440)
- ---------  -----------  ------  --------  -----  ------- -------  ----------
1,065,988  $10,690,388  50,340  $518,236  3,719  $38,387   5,779  $   61,989
=========  ===========  ======  ========  =====  ======= =======  ==========
1,088,400  $10,888,194  39,703  $416,363  1,183  $12,436   4,593  $   46,707
      928       10,031     --        --     --       --      --          --
   (4,038)     (42,827)    --        --     --       --      (32)       (330)
- ---------  -----------  ------  --------  -----  ------- -------  ----------
1,085,290  $10,855,398  39,703  $416,363  1,183  $12,436   4,561  $   46,377
=========  ===========  ======  ========  =====  ======= =======  ==========
1,016,509  $10,145,150  24,286  $244,391  5,000  $50,000  38,052  $  358,123
   39,719      375,220     217     2,147     71      709     815       7,589
     (217)      (2,000)    --        --     --       --     (275)     (2,571)
- ---------  -----------  ------  --------  -----  ------- -------  ----------
1,056,011  $10,518,370  24,503  $246,538  5,071  $50,709  38,592  $  363,141
=========  ===========  ======  ========  =====  ======= =======  ==========
1,037,779  $10,337,282  22,598  $227,797  1,001  $10,006 144,764  $1,328,878
   57,416      529,917     312     3,080    --       --    3,662      33,880
   (1,481)     (13,656)    --        --     --       --   (1,100)     (9,958)
- ---------  -----------  ------  --------  -----  ------- -------  ----------
1,093,714  $10,853,543  22,910  $230,877  1,001  $10,006 147,326  $1,352,800
=========  ===========  ======  ========  =====  ======= =======  ==========
1,020,228  $10,183,405   9,799  $ 99,784    750  $ 7,500
   37,748      353,653     101     1,001    --       --
     (462)      (4,363)    --        --     --       --
- ---------  -----------  ------  --------  -----  -------
1,057,514  $10,532,695   9,900  $100,785    750  $ 7,500
=========  ===========  ======  ========  =====  =======
           $10,732,901
               272,486
              (108,470)
           -----------
           $10,896,917
           ===========
</TABLE>
 
                                                                              75

<PAGE>
 
NOTE F - ORGANIZATION COSTS
 
Each Portfolio bore the costs incurred in connection with its organization. All
such costs are being amortized on the straight-line method over a period of
five years from the commencement of operations of each Portfolio. In the event
that any of the initial shares of the Portfolio are redeemed during such
amortization period, the Portfolio will be reimbursed for any unamortized costs
in the same proportion as the number of shares redeemed bears to the number of
initial shares outstanding at the time of the redemption.
 
NOTE G - FINANCIAL INSTRUMENTS
 
The Funds regularly trade financial instruments with off-balance sheet risk in
the normal course of their investing activities to assist in managing exposure
to market risks, such as interest rates and foreign currency exchange rates.
These financial instruments include forward currency contracts and futures
contracts.
 
The notional or contractual amounts of these instruments represent the
investments the Funds have in particular classes of financial instruments and
do not necessarily represent the amounts potentially subject to risk. The
measurement of the risk associated with these instruments is meaningful only
when all related and offsetting transactions are considered. A summary of
obligations under these financial instruments at October 31, 1995 is as
follows:
 
Forward Currency Contracts:
Lincoln New Pacific
 
Sells
 
<TABLE>
<CAPTION>
                                                                        Net Unrealized
Settlement Date  Contracts to Deliver     Currency      In Exchange For  Appreciation
- ---------------  -------------------- ----------------- --------------- --------------
<S>              <C>                  <C>               <C>             <C>
   11/06/95          111,100,000        Japanese Yen      $1,100,000       $12,348
   01/12/96              609,096      Malaysian Ringgit   $  240,000           712
                                                                           -------
                                                                           $13,060
                                                                           =======
</TABLE>
 
NOTE H - FOREIGN SECURITIES
 
The Lincoln World Growth and Lincoln New Pacific Portfolios may invest
substantially all of their assets in foreign securities. Investing in
securities of foreign companies and foreign governments involves special risks
and considerations not typically associated with investing in U.S. companies
and the U.S. Government. These risks include revaluation of currencies and
future adverse political and economic developments. Moreover, securities of
many foreign companies and foreign governments and their markets may be less
liquid and their prices more volatile than those of securities of comparable
U.S. companies and the U.S. Government.
 
NOTE I - FEDERAL TAX INFORMATION (UNAUDITED)
 
The Lincoln Tax-Free Fund has designated 95.4% of dividends paid from net
investment income during the fiscal year as tax exempt for Federal income tax
purposes.
 
The Form 1099 you receive in January 1996 will show the tax status of all
distributions paid to your account in calendar 1995.
 
Foreign taxes paid by Lincoln New Pacific Fund to foreign countries amounted to
$68,091.
 
76
 
<PAGE>
 
                       REPORT OF INDEPENDENT ACCOUNTANTS
 
To the Shareholders of
Lincoln Advisor Funds, Inc.:
 
We have audited the accompanying statements of assets and liabilities of the
Lincoln Advisor Funds, Inc. (the Fund), consisting of Lincoln Growth and Income
Portfolio, Lincoln Enterprise Portfolio, Lincoln U.S. Growth Portfolio, Lincoln
World Growth Portfolio, Lincoln New Pacific Portfolio, Lincoln Government
Income Portfolio, Lincoln Corporate Income Portfolio, Lincoln Tax-Free Income
Portfolio, and Lincoln Cashfund Portfolio (the "Portfolios"), including the
schedules of portfolio of investments, as of October 31, 1995, and the related
statement of operations, the statement of changes in net assets and the
financial highlights for each of the periods indicated therein. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audit.
 
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995 by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
 
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of the
Portfolios of the Fund as of October 31, 1995, the results of their operations,
the changes in their net assets and the financial highlights for the periods
indicated therein, in conformity with generally accepted accounting principles.
 
                                        Coopers & Lybrand L.L.P.
 
Boston, Massachusetts
December 12, 1995
 
 
                                                                              77
 
<PAGE>
 
 
 
LINCOLN ADVISOR FUNDS
C/O DELAWARE SERVICES COMPANY, INC., TRANSFER AGENT
1818 MARKET STREET
PHILADELPHIA, PA 19103
 
FORM 27955A 12/94
                                         
<PAGE>

                           LINCOLN ADVISOR FUNDS, INC.

                                     PART C

Item 24.      Financial Statements and Exhibits
- --------      ---------------------------------

(a)(1)       Financial  Statements  included in the Prospectus  constituting
             Part A of this Registration Statement:

   
             Financial Highlights for  the  year  ended October 31, 1995 and for
             the period ended October 31, 1994.
    

   (2)       Financial  statements  included  in  the  Statement  of  Additional
             Information constituting Part B of this Registration Statement:

   
                      Portfolios of Investments at October 31, 1995.
                      Statements of Assets and  Liabilities at October 31, 1995.
                      Statement of Operations at October 31, 1995.
                      Statement  of  Changes  in Net  Assets  for the year ended
                        October 31, 1995 and for the  period  December  3,  1993
                       (Commencement  of   Operations)   to  October  31,  1994.
                      Financial  Highlights  for the year ended October 31, 1995
                      and for the period ended October 31, 1994.
                      Notes to the Financial Statements.
                      Report of Independent Accountants.
    

(b)  Exhibits

1(a)         Articles  of  Incorporation  of  the  Registrant.  Incorporated  by
             reference to Exhibit No. 1 to Pre-Effective  Amendment No. 1 to the
             Registration  Statement on Form N-1A (File No.  33-67490)  filed on
             September 27, 1993.

1(b)         Articles of Amendment,  as filed with the Department of Assessments
             and  Taxation of Maryland on November  29,  1993.  Incorporated  by
             reference to Exhibit No. 1(b) to  Pre-Effective  Amendment No. 2 to
             the  Registration  Statement on Form N-1A (File No. 33-67490) filed
             on November 29, 1993.

2(a)         Bylaws of the Registrant.  Incorporated by reference to Exhibit No.
             2(a) to Pre-Effective  Amendment No. 1 to Registration Statement on
             Form N-1A (File No. 33-67490) filed on September 27, 1993.

2(b)         Amended  Bylaws.  Incorporated  by reference to Exhibit No. 1(b) to
             Pre-Effective Amendment No. 2 to the Registration Statement on Form
             N-1A (File No. 33-67490) filed on November 29, 1993.

3            Not Applicable.

4            Not Applicable.

- ----------
* Filed herewith.

                                      C-1
<PAGE>

   
5(a)         Form of Investment  Advisory  Agreements between the Registrant and
             Lincoln  National  Investment  Management  Company  (now  known  as
             Lincoln Investment Management,  Inc.). Incorporated by reference to
             Exhibit  No.  5(a)  to   Pre-Effective   Amendment  No.  1  to  the
             Registration  Statement on Form N-1A (File No.  33-67490)  filed on
             September 27, 1993.
    

5(b)         Form of  Sub-Advisory  Agreements.  Incorporated  by  reference  to
             Exhibit  No.  1(b)  to   Pre-Effective   Amendment  No.  2  to  the
             Registration  Statement on Form N-1A (File No.  33-67490)  filed on
             November 29, 1993.

   
6            Distribution   Agreement   between  the   Registrant  and  Delaware
             Distributors, L.P. dated September 25, 1995*
    

7            Not Applicable.

8            Form of Custodian  Agreement  between the  Registrant and Investors
             Bank and Trust Company.  Incorporated by reference to Exhibit No. 8
             to Pre-Effective  Amendment No. 1 to the Registration  Statement on
             Form N-1A (File No. 33-67490) filed on September 27, 1993.

9(a)         Form  of  Administration   Agreement  between  the  Registrant  and
             Investors  Bank and Trust  Company.  Incorporated  by  reference to
             Exhibit No. 9 to Pre-Effective  Amendment No. 1 to the Registration
             Statement on Form N-1A (File No.  33-67490)  filed on September 27,
             1993.

   
9(b)         Transfer  Agency and Service  Agreement  between the Registrant and
             Delaware Service Company, Inc. dated September 25, 1995*

10           Opinion of Counsel.  Incorporated by reference to Rule 24F-2 Notice
             as filed on November 17, 1995 and Amended and  Restated  Rule 24F-2
             Notice as filed on December 22, 1995.
    

11(a)        Consent of Independent Accountants*

11(b)        Powers of Attorney for Jon A. Boscia,  Priscilla S. Brown,  Richard
             M. Burridge, Jorge Castro, Adela Cepeda, Roger J. Deshaies, Charles
             G.  Freund,  Gary R.  McPhail and  Barbara  Peck.  Incorporated  by
             reference to Exhibit No. 11(b) to Pre-Effective  Amendment No. 1 to
             the  Registration  Statement on Form N-1A (File No. 33-67490) filed
             on September 27, 1993.

11(c)        Power of Attorney for Philip L. Holstein. Incorporated by reference
             to  Exhibit  No.  11(c) to  Post-Effective  Amendment  No. 1 to the
             Registration  Statement on form N-1A (File No.  33-67490)  filed on
             June 30, 1994.

11(d)        Power of Attorney for H. Thomas McMeekin. Incorporated by reference
             to  Exhibit  No.  11(d) to  Post-Effective  Amendment  No. 2 to the
             Registration  Statement on Form N-1A (File No.  33-67490)  filed on
             November 25, 1994.

   
11(e)        Powers of Attorney for David G. Humes and Steven R. Brody*
    

12           Not Applicable.

13           Not Applicable.

- ----------
* Filed herewith.

                                      C-2
<PAGE>

14           Not Applicable.

   
15           Plan of  Distribution  pursuant to Rule 12b-1 under the  Investment
             Company Act of 1940 dated September 25, 1995*
    

16           Not Applicable.

   
27           Financial Data Schedules*
    

- ------------
*Filed herewith.



Item  25.    Persons Controlled by or Under Common Control with Registrant
- ----  ---    -------------------------------------------------------------

             None.

Item 26.     Number of Holders of Securities
- --------     -------------------------------

   
             Shares of Common Stock as of December 29, 1995.



                         (1)                                      (2)
                   Title of Class                       Number of Record Holders
               Shares of Common Stock


      Lincoln Growth and Income Portfolio (Class A)                865
      Lincoln Growth and Income Portfolio (Class B)                205
      Lincoln Growth and Income Portfolio (Class C)                 34
      Lincoln Growth and Income Portfolio (Class D)                  1
      Lincoln Enterprise Portfolio (Class A)                      1256
      Lincoln Enterprise Portfolio (Class B)                       340
      Lincoln Enterprise Portfolio (Class C)                        28
      Lincoln Enterprise Portfolio (Class D)                         1
      Lincoln U.S. Growth Portfolio (Class A)                      528
      Lincoln  U.S. Growth Portfolio (Class B)                     152
      Lincoln U.S. Growth Portfolio (Class C)                       18
      Lincoln U.S. Growth Portfolio (Class D)                        1
      Lincoln World Growth Portfolio (Class A)                     941
      Lincoln World Growth Portfolio (Class B)                     216
      Lincoln World Growth Portfolio (Class C)                      19
      Lincoln World Growth Portfolio (Class D)                       1
      Lincoln New Pacific Portfolio (Class A)                      705
      Lincoln New Pacific Portfolio (Class B)                      151
      Lincoln New Pacific Portfolio (Class C)                       13
      Lincoln New Pacific Portfolio (Class D)                        1

                                      C-3
<PAGE>

      Lincoln Government Income Portfolio (Class A)                 90
      Lincoln Government Income Portfolio (Class B)                 22

                                      C-4
<PAGE>

      Lincoln Government Income Portfolio (Class C)                  4
      Lincoln Government Income Portfolio (Class D)                  1
      Lincoln Corporate Income Portfolio (Class A)                 320
      Lincoln Corporate Income Portfolio (Class B)                  53
      Lincoln Corporate Income Portfolio (Class C)                   5
      Lincoln Corporate Income Portfolio (Class D)                   1
      Lincoln Tax-Free Income Portfolio (Class A)                   88
      Lincoln Tax-Free Income Portfolio (Class B)                   19
      Lincoln Tax-Free Income Portfolio (Class C)                    2
      Lincoln Tax-Free Income Portfolio (Class D)                    0
      Lincoln Cashfund Portfolio (Class A)                         151
      Lincoln Cashfund Portfolio (Class B)                           0
    
Item 27.          Indemnification
- --------          ---------------

   
     As permitted by Section 17(h) and (i) of the Investment Company Act of 1940
(the "Investment  Company Act") and pursuant to Article VII of the Fund's Bylaws
(Exhibit 2 to the Registration Statement),  officers,  directors,  employees and
agents of the Registrant will not be liable to the Registrant,  any stockholder,
officer, director,  employee, agent or other person for any action or failure to
act, except for bad faith,  willful  misfeasance,  gross  negligence or reckless
disregard  of  duties,   and  those  individuals  may  be  indemnified   against
liabilities in connection with the Registrant,  subject to the same  exceptions.
Section 2-418 of Maryland  General  Corporation Law permits  indemnification  of
directors who acted in good faith and  reasonably  believed that the conduct was
in the best  interests of the  Registrant.  As permitted by Section 17(i) of the
Investment  Company Act, pursuant to Section of 10 each  Distribution  Agreement
(Exhibit 6 herein), the Distributor of the Registrant may be indemnified against
liabilities which it may incur, except liabilities arising from bad faith, gross
negligence, willful misfeasance or reckless disregard of duties.
    

          Insofar as  indemnification  for liabilities  arising under Securities
Act of 1933 (the "Securities  Act") may be permitted to directors,  officers and
controlling  persons of the Registrant  pursuant to the foregoing  provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Investment Company Act and is, therefore, unenforceable. In the
event that a claim for  indemnification  against  such  liabilities  (other than
payment by the Registrant of expenses  incurred or paid by a director,  officer,
or  controlling  person of the  Registrant  in  connection  with the  successful
defense of any action, suit or proceeding) is asserted against the Registrant by
such director, officer or controlling person in connection with the shares being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed in the  Investment  Company Act and will be governed by the
final adjudication of such issue.

          The Registrant purchased an insurance policy insuring its officers and
directors  against  liabilities,  and certain costs of defending  claims against
such officers and  directors,  to the extent such officers and directors are not
found to have committed conduct  constituting  willful  misfeasance,  bad faith,
gross negligence or reckless disregard in the performance of their duties.

          The insurance  policy also insures the Registrant  against the cost of
indemnification payments to officers and directors under certain circumstances.

                                      C-5
<PAGE>

   
          Section 9 of the Investment  Advisory  Agreement  (Exhibit 5(a) to the
Registration  Statement) and Section 4 of the Sub -Advisory  Agreement  (Exhibit
5(b) to the Registration  Statement)  limit the liability of Lincoln  Investment
Management,  Inc.,  Beutel,  Goodman Capital  Management,  Lynch & Mayer,  Inc.,
Provident  Investment  Counsel  (a  wholly  owned  subsidiary  of  United  Asset
Management  Corporation),  Walter Scott & Partners Limited and John Govett & Co.
Limited (a majority owned indirect subsidiary of the AIB Group of Companies), to
liabilities arising from willful  misfeasance,  bad faith or gross negligence in
the performance of their respective duties or from reckless disregard by them of
their respective obligations and duties under the agreements.
    

          The   Registrant   hereby   undertakes   that   it  will   apply   the
indemnification  provisions  of its Bylaws and its  Distribution  Agreement in a
manner  consistent  with  Release  No.  11330  of the  Securities  and  Exchange
Commission under the Investment  Company Act so long as the  interpretations  of
Section  17(h) and  17(i) of such Act  remain  in  effect  and are  consistently
applied.

Item 28(a).       Business and Other Connections of Investment Advisor
- -----------       ----------------------------------------------------

          The Investment  Advisor serves as investment  advisor to the following
closed-end management investment companies:

                  Lincoln National Convertible Securities Fund, Inc.
                  Lincoln National Income Fund, Inc.

          The Investment  Advisor serves as investment  advisor to the following
open-end management investment companies:

   
                  Lincoln Advisor Funds, Inc.
                  Lincoln National Aggressive Growth Fund, Inc.
                  Lincoln National Bond Fund, Inc.
                  Lincoln National Capital Appreciation Fund, Inc.
                  Lincoln National Equity-Income Fund, Inc.
                  Lincoln National Growth and Income Fund, Inc.
                  Lincoln National International Fund, Inc.
                  Lincoln National Managed Fund, Inc.
                  Lincoln National Money Market Fund, Inc.
                  Lincoln National Global Asset Allocation Fund, Inc.
                  Lincoln National Social Awareness Fund, Inc.
                  Lincoln National Special Opportunities Fund, Inc.
    

          In  addition  to  the   persons  and   information   set  forth  under
"Management" in the Prospectus and the Statement of Additional Information,  the
names and other  businesses,  professions,  vocations and  employments  (and the
business address thereof if different from that of the Investment Advisor at 200
East Berry Street, Fort Wayne, Indiana 46802) of a substantial nature during the
past  two  fiscal  years  of  directors  and  officers  of  Lincoln   Investment
Management,  Inc.  having  such  other  businesses,  professions,  vocations  or
employments,  either for their own account or as directors, officers, employees,
partners or trustees are as follows:

<TABLE>
<CAPTION>
                                                        Principal Occupations and Positions and Offices with
Name                                                    Lincoln Investment Management, Inc.
- ----                                                    -----------------------------------
<S>                                                     <C>
Janet C. Whitney                                        Vice President and Treasurer, Lincoln National Corporation
Dennis A. Blume                                         Senior Vice President, Treasurer and Director, Real Estate
</TABLE>

                                      C-6
<PAGE>
   
<TABLE>
<CAPTION>

<S>                                                     <C>
Steven R. Brody                                         Senior Vice President and Assistant Treasurer; Vice President, The
                                                        Lincoln National Life Insurance Company
Ann L. Warner                                           Senior Vice President
Lawrence T. Kissko                                      Vice President
Joann E. Becker                                         Vice President
David A. Berry                                          Vice President
Anne E. Bookwalter                                      Vice President
Phillip C. Byrde                                        Vice President
Patrick R. Chasey                                       Vice President
Garrett W. Cooper                                       Vice President
David C. Fischer                                        Vice President
Luc N. Girard                                           Vice President
Donald P. Groover                                       Vice President
William N. Holm, Jr.                                    Vice President
John  A. Kellogg                                        Vice President
Jennifer C. Hom                                         Vice President
Timothy H. Kilfoil                                      Vice President
Walter M. Korinke                                       Vice President
Lawrence M. Lee                                         Vice President
Thomas A. McAvity, Jr.                                  Vice President
Harold F. McElraft                                      Vice President
Mary Beth Montgomery                                    Vice President
John David Moore                                        Vice President
Oliver H. G. Nichols                                    Vice President
David C. Patch                                          Vice President
Joseph T. Pusateri                                      Vice President
Gregory E. Reed                                         Vice President
Bill L. Sanders                                         Vice President
Milton W. Shuey                                         Vice President
Gerald M. Weiss                                         Vice President
O. Douglas Worthington                                  Vice President, Controller and Assistant Treasurer, The
                                                        Lincoln National Life Insurance Company
C. Suzanne Womack                                       Assistant Vice President and Corporate Secretary; Vice
                                                        President, Secretary and Director, Lincoln National
                                                        Foundation, Inc.
Joseph J. Voors                                         Regional Vice President
Harold L. Hughes                                        Sales Vice President
    
</TABLE>

Item 28(b).       Business and Other Connections Of Investment Sub-Advisor
- -----------       --------------------------------------------------------

                  The  management  committee  members  and  officers  of Beutel,
Goodman Capital  Management are listed below.  Unless otherwise  indicated,  the
address of each person is 5847 San Felipe, Suite 4500, Houston Texas, 77057.

<TABLE>
<CAPTION>
   
                                                           Positions and Offices with
Name                                                       Beutel, Goodman Capital Management
- ----                                                       ----------------------------------
<S>                                                        <C>
Robert F. McFarland                                        Chief Executive Officer and Management Committee Member
Richard J. Andrews                                         President and Management Committee Member
Austin C. Beutel                                           Vice President and Management Committee Member
J. Philip Ferguson                                         Vice President and Management Committee Member
Owen R. McCreery                                           Vice President and Management Committee Member
Stephen H. Pouns                                           Vice President and Management Committee Member
Seymour Schulich                                           Vice President and Management Committee Member
David A. Williams                                          Vice President and Management Committee Member
Carl W. Dinger, III                                        Vice President
Jennifer Snyder                                            Secretary and Treasurer
    

</TABLE>

Item 28(c).       Business and Other Connections of Investment Sub-Advisor
- -----------       --------------------------------------------------------

                  The directors  and officers of Lynch & Mayer,  Inc. are listed
below.  Unless  otherwise  indicated,  the address of each person is 520 Madison
Avenue, New York, New York 10022.

<TABLE>
<CAPTION>
   
                                                           Positions and Offices with
Name                                                       Lynch and Mayer, Inc.
- ----                                                       ---------------------
<S>                                                        <C>
Dennis P. Lynch                                            Chairman and Co-Chief Executive Officer
Eldon C. Mayer, Jr.                                        Vice Chairman
Edward J. Petner                                           President and Co-Chief Executive Officer
    
Item 28(d).       Business and Other Connections of Investment Sub-Advisor
- -----------       --------------------------------------------------------
</TABLE>
                  The directors and officers of Provident  Investment Counsel, a
wholly owned  subsidiary  of United  Asset  Management  Corporation,  are listed
below. Unless otherwise indicated,  the address of each person is 300 North Lake
Avenue, Penthouse Suite, Pasadena, California 91101-4106.


<TABLE>
<CAPTION>
   
                                                           Positions and Offices with
Name                                                       Provident Investment Counsel
- ----                                                       ----------------------------
<S>                                                        <C>
Robert Kommerstad                                          Chairman and President
George E. Handtmann, III                                   Managing Director
Larry D. Tashjian                                          Managing Director
Thomas J. Condon                                           Managing Director
</TABLE>
    

                                      C-8
<PAGE>

<TABLE>
<CAPTION>
<S>                                                        <C>
   
Jeffrey J. Miller                                          Managing Director
Paula B. Blacher                                           Vice President
</TABLE>
    

Item 28(e).       Business and Other Connections of Investment Sub-Advisor
- -----------       --------------------------------------------------------

                  The directors and officers of Walter Scott & Partners  Limited
are listed  below.  Unless  otherwise  indicated  the  address of each person is
Milburn Tower, Gogar, Edinburgh, Scotland EH12 9BS.


<TABLE>
<CAPTION>
   
                                                           Positions and Offices with
Name                                                       Walter Scott and Partners Limited
- ----                                                       ---------------------------------
<S>                                                        <C>
Dr. Walter G. Scott                                        Chairman and Managing Director
Dr. Kenneth J. Lyall                                       Director and Pension Fund Manager
</TABLE>
    


Item 28(f).       Business and Other Connections of Investment Sub-Advisor
- -----------       --------------------------------------------------------

   
                  The  directors  and officers of John Govett & Co.  Limited,  a
majority owned indirect  subsidiary of the AIB Group of Companies as of December
29, 1995,  are listed below.  Unless  otherwise  indicated,  the address of each
person is Shackleton House, 4 Battlebridge Lane, London, England SE1 2HR.

<TABLE>
<CAPTION>
                                                           Positions and Offices with
Name                                                       John Govett and Co. Limited
- ----                                                       ---------------------------
<S>                                                        <C>
Andrew Barnett                                             Director
Peter Cotgrove                                             Director
Charles Fowler                                             Joint Chairman
Peter Kysel                                                Director
Caroline Lane                                              Director
Brian Lee                                                  Managing Director Operations
Rachael Maunder                                            Director
Peter Moffatt                                              Director
Rosemary Morgan                                            Director
Ian Morley                                                 Director
John Murray                                                Director
Kevin Pakenham                                             Joint Chairman and Chief Executive Officer
Peter Pejacsevich                                          Director and Chief Investment Officer
Peter Robson                                               Director
Gareth Watts                                               Director
Steve Wood                                                 Director
Andrew Yates                                               Director
</TABLE>
    
                                      C-9
<PAGE>

Item 29.          Principal Underwriter
- --------          ---------------------
   
          (a) Delaware  Distributors,  L. P.,  currently acts as distributor for
the following  funds:

Delaware Group Delaware Fund, Inc.
Delaware Group Trend Fund, Inc.
Delaware Group Decatur Fund, Inc.
Delaware Group DelCap Fund, Inc.
Delaware Group Value Fund, Inc.
Delaware Group Delchester High-Yield Bond Fund, Inc.
Delaware Group Government Fund, Inc.
Delaware Group Limited-Term Government Funds, Inc.
Delaware Group Cash Reserve, Inc.
Delaware Group Tax-Free Money Fund, Inc.
DMC Tax-Free Income Trust-Pennsylvania
Delaware Group Tax-Free Fund, Inc.
Delaware Group Pooled Trust, Inc.
Delaware Group Premium Fund, Inc.
Delaware Group Global & International Funds, Inc.
Lincoln Advisor Funds, Inc.

         The  directors and officers of Delaware  Distributors,  L.P. are listed
below.  Unless  otherwise  indicated,  the address of each person is 1818 Market
Street, Philadelphia, PA 19103.


<TABLE>
<CAPTION>
                                                   Positions and                Positions and
          (b)       Name and Principal             Offices with                 Offices with
                    Address Business               Underwriter                  Registrant
                    ----------------               -----------                  ----------
                    <S>                            <C>                          <C>
                    Delaware Distributors, Inc.     General Partner              None
                    Delaware Management
                    Company, Inc.                   Limited Partner              None
                    Delaware Investment
                    Counselors, Inc.                Limited Partner              None
                    Winthrop S. Jessup              Vice Chairman                None
                    Keith E. Mitchell               President and Chief          None
                                                    Executive Officer
                    David K. Downes                 Senior Vice President and    None
                                                    Cief Administrative Officer  
                    George M. Chamberlain, Jr.      Senior Vice President/       None
                                                    Secretary
                    J. Lee Cook                     Senior Vice President/       None
                                                    National Sales Manager
                    Stephen H. Slack                Senior Vice President/       None
                                                    Wholesaler
                    William F. Hostler              Senior Vice President/       None
                                                    Marketing Services
                    Minette van Noppen              Senior Vice President/       None
                                                    Retirement Services
                    Richard L. Flannery             Managing Director/Corporate  None
                                                    & Tax Affairs
                    Eric E. Miller                  Vice President/              None
                                                    Assistant Secretary
                    Richelle S. Macstro             Vice President/              None
                                                    Assistant Secretary
                    John M. Zerr                    Vice President/              None
                                                    Assistant Secretary
                    Michael P. Bishof               Vice President/Treasurer     None
                    Joseph H. Hastings              Vice President/              None
                                                    Corporate Controller
                    Steven T. Lampe                 Vice President/Taxation      None
                    Lisa O. Brinkley                Vice President/              None
                                                    Compliance
                    Rosemary E. Milner              Vice President/Taxation      None
                    Diane M. Anderson               Vice President/              None
                                                    Retirement Services
                    Denise F. Guerriere             Vice President/              None
                                                    Client Services
                    Julia R. Vander Els             Vice President/              None
                                                    Retirement Services
                    Jerome J. Alrutz                Vice President/ 
                                                    Retirement Services
                    Joanne A. Mettenheimer          Vice President/              None            
                                                    National Accounts
                    Christopher H. Price            Vice President/Annuity       None
                                                    Marketing & Administration
                    Thomas S. Butler                Vice President/              None
                                                    DDI Administration                    
                     Stephen J. DeAngelis            Vice President/Product       None
                                                    Development                      
                    Susan T. Friestedt              Vice President/Customer      None
                                                    Service
                    Dianah J. Huntoon               Vice President/Product       None
                                                    Development 
                    Jodie J. Johnson                Vice President/              None            
                                                    National Accounts
                    Ellen M. Krott                  Vice President/              None            
                                                    Communications
                    Holly W. Reimel                  Vice President/              None            
                                                    Telemarketing
                    Frank Albanese                  Vice President/Wholesaler    None  
                    William S. Carroll              Vice President/Wholesaler    None  
                    William S. Castetter            Vice President/Wholesaler    None  
                    Thomas J. Chadie                Vice President/Wholesaler    None  
                    Douglas R. Glennon              Vice President/Wholesaler    None  
                    Alan D. Kessler                 Vice President/Wholesaler    None  
                    William M. Kimbrough            Vice President/Wholesaler    None  
                    Mac McAuliffe                   Vice President/Wholesaler    None  
                    Patrick L. Murphy               Vice President/Wholesaler    None  
                    Henry W. Orvin                  Vice President/Wholesaler    None  
                    Philip G. Richards              Vice President/Wholesaler    None   
                    Michael W. Rose                 Vice President/Wholesaler    None  
                    Thomas E. Sawyer                Vice President/Wholesaler    None  
                    Robert E. Stansbury             Vice President/Wholesaler    None                     
                    Larry D. Stone                  Vice President/Wholesaler    None  
                    Faye P. Staples                 Vice President/              None
                                                    Human Resources

</TABLE>              
    
Item 30.            Location of Accounts and Records
- -------             --------------------------------

         (1)      Lincoln Advisor Funds, Inc.
                  200 East Berry Street
                  Fort Wayne, Indiana  46802
                  (Articles of Incorporation and Bylaws)

         (2)      Lincoln Investment Management, Inc.
                  200 East Berry Street
                  Fort Wayne, Indiana  46802
                  (with respect to their services as investment advisor and sub-
                  advisor)

   
         (3)      Delaware Distributors, L.P.
                  1818 Market Street
                  Philadelphia, PA  19103
                  (with respect to their services as distributor)
    

                                      C-10

<PAGE>

         (4)      Investors Bank & Trust Company
                  89 South Street
                  Boston,  MA  02111
                 (with respect to their services as administrator and custodian)

   
         (5)      Delaware Service Company, Inc.
                  1818 Market Street
'                 Philadelphia, PA  19103
                 (with respect to their services as shareholder services agent)
    

         (6)      Beutel, Goodman Capital Management
                  5847 San Felipe
                  Suite 4500
                  Houston, Texas  77057
                 (with respect to their services as sub-advisor)

         (7)      Lynch & Mayer, Inc.
                  520 Madison Avenue
                  New York, New York  10022
                 (with respect to their services as sub-advisor)

         (8)      Provident Investment Counsel
                  300 North Lake Avenue
                  Penthouse Suite
                  Pasadena, California  91101-4106
                 (with respect to their services as sub-advisor)

         (9)      Walter Scott & Partners Limited
                  Milburn Tower
                  Gogar
                  Edinburgh, Scotland EH12 9BS
                 (with respect to their services as sub-advisor)

         (10)     John Govett & Company Limited
                  Shackleton House
                  4 Battlebridge Lane
                  London, England SE1 2HR
                 (with respect to their services as sub-advisor)

         (11)     Gardner, Carton & Douglas
                  321 North Clark Street
                  Suite 3400
                  Chicago, Illinois  60610
                 (with respect to their services as counsel to Registrant)


Item 31.          Management Services
- --------          -------------------

                  Not applicable.

                                      C-11

<PAGE>

Item 32.          Undertakings
- --------          ------------

         The  Registrant  undertakes to furnish each person to whom a Prospectus
is  delivered  with  a  copy  of  the  Registrant's   latest  annual  report  to
shareholders, upon request and without charge.

         The  Registrant  undertakes to call a meeting for the purpose of voting
upon the  question  of  removal  of a  director  or  directors  and to assist in
communications  with other  shareholders  as  required  by Section  16(c) of the
Investment  Company Act of 1940 if requested to do so by the holders of at least
10% of the Registrant's outstanding shares.

                                      C-12

<PAGE>
                                   SIGNATURES

   
          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended,  and the  Investment  Company Act of 1940, as amended,  the  Registrant
certifies  that it  meets  all of the  requirements  for  effectiveness  of this
Registration  Statement pursuant to Rule 485(b) under the Securities Act of 1933
and has duly caused this post-effective  amendment to the Registration Statement
to be signed on its behalf by the undersigned,  thereto duly authorized,  in the
City of Fort Wayne and State of Indiana on the 14th day of February, 1996.
    

                                                  LINCOLN ADVISOR FUNDS, INC.

                                                  By: /s/ C. Suzanne Womack
                                                      C. Suzanne Womack
                                                      Secretary

   
          Pursuant  to the  requirements  of the  Securities  Act  of  1933,  as
amended, this Registration Statement has been signed by the following persons in
the capacities indicated on the 14th day of February, 1996.
    

<TABLE>
<CAPTION>

Signature                                                         Titles                                       Date
- ---------                                                         ------                                       ----
<S>                                                               <C>                                          <C>
                                                      *           President and Director
                                                                                                               --------------------
- --------------------------------------------------------
Priscilla S. Brown

                                                      *           Director
                                                                                                               --------------------
- --------------------------------------------------------
Richard M. Burridge

                                                      *           Director
                                                                                                               --------------------
- --------------------------------------------------------
Jorge G. Castro

                                                      *           Director
                                                                                                               --------------------
- --------------------------------------------------------
Adela Cepeda

                                                      *           Director
                                                                                                               --------------------
- --------------------------------------------------------
Roger J. Deshaies

                                                      *           Director
                                                                                                               --------------------
- --------------------------------------------------------
Charles G. Freund

                                                      *           Director
                                                                                                               --------------------
- --------------------------------------------------------
Philip L. Holstein

                                                      *           Director
                                                                                                               --------------------
- --------------------------------------------------------
H. Thomas McMeekin
</TABLE>


                                      C-13

<PAGE>
<TABLE>

<S>                                                               <C>                                          <C>
                                                      *           Director
                                                                                                               --------------------
- --------------------------------------------------------
Barbara Peck

                                                      *           Vice President, Treasurer and
                                                                  Chief Financial Officer
                                                                                                               --------------------
- --------------------------------------------------------
Steven R. Brody

                                                                  Assistant Vice President and
                                                      *           Chief Accounting Officer
                                                                                                               --------------------
- --------------------------------------------------------
David G. Humes

/s/ John Steinkamp
- --------------------------------------------------------                                                       --------------------
*John Steinkamp,  as Attorney-in-fact
pursuant to Powers of Attorney granted on
October 1, 1993, May 23, 1994, November
22, 1994 and February 14, 1996.
</TABLE>

                                      C-14
<PAGE>

                           LINCOLN ADVISOR FUNDS, INC.

                                INDEX TO EXHIBITS
                                -----------------

   
Exhibit Number
- --------------

6.                Distribution Agreement

9(b).             Transfer Agency and Service Agreement

11(a).            Consent of Independent Accountants

11(e).            Powers of Attorney

15.               Plan of Distribution

27.               Financial Data Schedules
    




                           LINCOLN ADVISOR FUNDS, INC.
                             DISTRIBUTION AGREEMENT
                                (Class A shares)


          AGREEMENT, made as of the 25th day of September, 1995, between Lincoln
Advisor  Funds,  Inc.,  a  Maryland   corporation  (the  "Fund"),  and  Delaware
Distributors, L.P., a Delaware limited partnership (the "Distributor").

                                    RECITALS

         1. The Fund is registered under the Investment  Company Act of 1940, as
amended (the "1940 Act"),  as a  diversified,  open-end,  management  investment
company,  its shares are  divided  into  separate  series and within each series
(with  limited  exception)  divided  into  separate  classes,  and  it is in the
interest of the Fund to offer its Class A shares for sale continuously.

         2. The  Distributor  is a  securities  firm  engaged in the business of
promoting the  distribution  of the  securities of investment  companies and, in
connection  therewith,  acting solely as agent for such investment companies and
not as  principal,  and the  Distributor  is an  affiliate  of Lincoln  National
Corporation.

         3. The Fund and the  Distributor  wish to enter into an agreement  with
each other with respect to the continuous  offering of the Fund's Class A shares
from and after the date  hereof in order to  promote  the growth of the Fund and
facilitate the distribution of its Class A shares.

         4. It is  contemplated  that the Fund  will  adopt a  Distribution  and
Service Plan pursuant to Rule 12b-1 under the 1940 Act (the "Plan")  authorizing
payments by the Fund to the  Distributor  with  respect to the  distribution  of
Class A shares of the Fund and the maintenance of Class A stockholder accounts.

         The Fund and the Distributor hereby agree as follows:

         Section 1. Appointment of the Distributor. The Fund hereby appoints the
Distributor as the principal  underwriter  and distributor of the Class A shares
of the Fund to sell Class A shares, as agent, on the Fund's behalf to the public
either directly or through other securities dealers,  and the Distributor hereby
accepts such  appointment  and agrees to act  hereunder.  The Fund hereby agrees
during the term of this Agreement to sell Class A shares of the Fund through the
Distributor on the terms and conditions set forth below.

         Section 2. Exclusive  Nature of Duties.  The  Distributor  shall be the
exclusive  representative  of  the  Fund  to act as  principal  underwriter  and
distributor of the Fund's Class A shares, except that:

                  2.1 The exclusive  rights  granted to the  Distributor to sell
Class A shares on  behalf  of the Fund  shall not apply to Class A shares of the
Fund  issued  in  connection  with the


<PAGE>

merger or  consolidation  of any other  investment  company or personal  holding
company  with the Fund or the  acquisition  by purchase or  otherwise of all (or
substantially  all) the assets or the outstanding  shares of any such company by
the Fund.

                  2.2 Such  exclusive  rights  shall not apply to Class A shares
issued by the Fund  pursuant  to  reinvestment  of  dividends  or capital  gains
distributions.

                  2.3 Such  exclusive  rights  shall not apply to Class A shares
issued by the Fund pursuant to the reinstatement  privilege  afforded  redeeming
stockholders.

                  2.4 Such  exclusive  rights shall not apply to purchases  made
through the Fund's  transfer  and  dividend  disbursing  agent in the manner set
forth in the currently  effective  Prospectus of the Fund. The term "Prospectus"
shall mean the  Prospectus and Statement of Additional  Information  included as
part of the Fund's Registration  Statement,  as such Prospectus and Statement of
Additional Information may be amended or supplemented from time to time, and the
term "Registration Statement" shall mean the Registration Statement filed by the
Fund  with the  Securities  and  Exchange  Commission  and  effective  under the
Securities Act of 1933, as amended (the "Securities  Act"), and the 1940 Act, as
such Registration Statement is amended from time to time.

         Section 3.  Sale of Class A Shares.

                  3.1 All shares sold by the Fund either directly or through the
Distributor,   whether  to   registered   broker-dealers   or  other   financial
institutions ("selected dealers") or directly to investors, shall be sold at the
public offering price.  The public offering price for all orders accepted by the
Fund shall be the net asset value per share, plus any applicable sales charge on
such  shares,   determined  in  the  manner  described  in  the  Fund's  current
Prospectus.

                  3.2 The Distributor  shall receive  compensation  for sales of
the  shares  of the  Fund in the  form of  front-end,  contingent  deferred,  or
asset-based sales charges as provided in Sections 7 and 8 of this Agreement, and
shall have the right to enter into agreements with selected  dealers under which
such selected  dealers will perform  distributor  and/or  shareholder  servicing
activities  relating  to the  sale  of  Class  A  shares.  The  Distributor  may
compensate selected dealers in accordance with such agreements, by forwarding to
such  selected  dealers,  all or a portion of the  compensation  received by the
Distributor in connection  with the sale of the Fund's  shares,  or in any other
manner provided in the dealer agreement.

                  3.3 The Fund shall  have the right to suspend  the sale of its
Class A shares at times when redemption is suspended  pursuant to the conditions
in Section 4.3 hereof or at such other times as may be  determined  by the Board
of  Directors.  The Fund shall  also have the right to  suspend  the sale of its
Class A shares if a banking  moratorium  shall have been  declared by federal or
New York authorities.

                  3.4 The Fund, the Distributor,  or any other agent of the Fund
designated  in  writing  by the Fund,  shall have the right to reject any order;
provided,  however,  that the Fund

                                       2
<PAGE>

will not  arbitrarily  or without  reasonable  cause refuse to accept or confirm
orders for the purchase of Class A shares.  The Fund (or its agent) will confirm
orders upon their receipt,  will make  appropriate book entries and upon receipt
by the Fund (or its agent) of payment  therefor,  will deliver deposit  receipts
for such Class A shares pursuant to the instructions of the Distributor. Payment
shall be made to the Fund in New York Clearing House funds or federal funds. The
Distributor  agrees to cause such payment and such  instructions to be delivered
promptly to the Fund (or its agent).

         Section 4. Repurchase or Redemption of Class A Shares by the Fund.

                  4.1 Any of the outstanding  Class A shares may be tendered for
redemption at any time,  and the Fund agrees to repurchase or redeem the Class A
shares so tendered in accordance with its Articles of Incorporation,  as amended
from time to time,  and in  accordance  with the  applicable  provisions  of the
Prospectus.  The  price to be paid to redeem  or  repurchase  the Class A shares
shall be equal to the net asset value determined as set forth in the Prospectus.
All  payments  by the Fund  hereunder  shall be made in the  manner set forth in
Section 4.2 below.

                  4.2 The Fund  shall  pay the total  amount  of the  redemption
price as defined in the above  paragraph  pursuant  to the  instructions  of the
Distributor  on or before the  seventh  business  day  subsequent  to its having
received the notice of redemption in proper form. The proceeds of any redemption
of Class A  shares  shall be paid by the  Fund as  follows:  (a) any  applicable
contingent  deferred sales charge shall be paid to the  Distributor  and (b) the
balance  shall be paid to or for the account of the  redeeming  stockholder,  in
each case in accordance with applicable provisions of the Prospectus.

                  4.3  Redemption  of Class A shares or payment may be suspended
at times when the New York  Stock  Exchange  is closed for other than  customary
weekends and holidays, when trading on said Exchange is suspended,  when trading
on said Exchange is  restricted,  when an emergency  exists as a result of which
disposal by the Fund of securities owned by it is not reasonably  practicable or
it is not reasonably  practicable  for the Fund fairly to determine the value of
its net assets,  or during any other  period when the  Securities  and  Exchange
Commission, by order, so permits.

         Section 5.  Duties of the Fund.

                  5.1 Subject to the possible  suspension of the sale of Class A
shares as provided herein, the Fund agrees to sell its Class A shares so long as
it has Class A shares available.

                  5.2 The Fund  shall  furnish  the  Distributor  copies  of all
information,  financial  statements and other papers which the  Distributor  may
reasonably  request  for use in  connection  with  the  distribution  of Class A
shares,  and  this  shall  include  one  certified  copy,  upon  request  by the
Distributor,  of all financial  statements  prepared for the Fund by independent
public accountants. The Fund shall make available to the Distributor such number
of copies of its  Prospectus and annual and interim  reports as the  Distributor
shall reasonably request.

                                       3
<PAGE>

                  5.3 The Fund shall take, from time to time, but subject to the
necessary approval of the Board of Directors and the stockholders, all necessary
action to fix the number of  authorized  Class A shares and such steps as may be
necessary to register the same under the  Securities  Act, to the end that there
will be  available  for sale such  number  of Class A shares as the  Distributor
reasonably  may expect to sell.  The Fund  agrees to file from time to time such
amendments,  reports and other documents as may be necessary in order that there
will be no untrue statement of a material fact in the Registration Statement, or
necessary  in order that there will be no omission  to state a material  fact in
the  Registration  Statement  which  omission  would make the statement  therein
misleading.

                  5.4 The  Fund  shall  use its  best  efforts  to  qualify  and
maintain the  qualification of any appropriate  number of its Class A shares for
sales under the securities  laws of such states as the  Distributor and the Fund
may approve;  provided that the Fund shall not be required to amend its Articles
of Incorporation or By-Laws to comply with the laws of any state, to maintain an
office in any state,  to change the terms of the  offering of its Class A shares
in any state from the terms set forth in its Registration  Statement, to qualify
as a foreign corporation in any state or to consent to service of process in any
state other than with respect to claims arising out of the offering of its Class
A shares. Any such qualification may be withheld, terminated or withdrawn by the
Fund at any time in its  discretion.  As provided  in Section  9.1  hereof,  the
expense of qualification and maintenance of qualification  shall be borne by the
Fund. The Distributor shall furnish such information and other material relating
to its affairs and activities as may be required by the Fund in connection  with
such qualifications.

         Section 6.  Duties of the Distributor.

                  6.1 The Distributor shall devote reasonable time and effort to
effect  sales of Class A shares of the Fund,  but shall not be obligated to sell
any specific number of Class A shares on behalf of the Fund.  Sales of the Class
A shares shall be on the terms described in the Prospectus.  The Distributor may
enter into like arrangements with other investment companies.

                  6.2 In selling the Class A shares,  the Distributor  shall use
its best efforts in all respects  duly to conform with the  requirements  of all
federal  and state laws  relating  to the sale of such  securities.  Neither the
Distributor  nor any selected  dealer nor any other person is  authorized by the
Fund to give any  information or to make any  representations,  other than those
contained in the Registration  Statement or Prospectus and any sales literature,
the use of which is permitted by appropriate officers of the Fund.

                  6.3 The Distributor  shall adopt and follow procedures for the
confirmation  of sales to investors  and selected  dealers,  the  collection  of
amounts  payable  by  investors  and  selected  dealers on such  sales,  and the
cancellation of unsettled  transactions,  as may be necessary to comply with the
requirements  of the National  Association  of  Securities  Dealers,  Inc.  (the
"NASD").

                                       4
<PAGE>

         Section 7.  Payments to the Distributor.

         The Distributor shall receive and may retain any front-end sales charge
which is  imposed  on sales of Class A shares  as set  forth in the  Prospectus,
subject to the limitations of Article III,  Section 26 of the NASD Rules of Fair
Practice. Payment of these amounts to the Distributor is not contingent upon the
adoption or continuation of the Plan.

         Section 8.  Payments to the Distributor under the Plan.

                  8.1 The Fund shall pay to the Distributor as compensation  for
services  under the  Distribution  and Service Plan and this  agreement a fee of
 .35% (including a service fee of .25%) per annum of the average daily net assets
of the Class A shares  of the  Fund.  Amounts  payable  under the Plan  shall be
accrued  daily and paid monthly or at such other  intervals as the Directors may
determine. Amounts payable under the Plan shall be subject to the limitations of
Article III, Section 26 of the NASD Rules of Fair Practice.

                  8.2 So long as the Plan or any amendment thereto is in effect,
the  Distributor  shall  inform the Board of Directors  of the  commissions  and
account  servicing fees to be paid by the  Distributor to account  executives of
the  Distributor and to  broker-dealers  and financial  institutions  which have
dealer  agreements with the  Distributor.  So long as the Plan (or any amendment
thereto) is in effect,  at the request of the Board of Directors or any agent or
representative  of the Fund,  the  Distributor  shall  provide  such  additional
information  as may  reasonably be requested  concerning  the  activities of the
Distributor hereunder and the costs incurred in performing such activities.

                  8.3  Expenses  of  distribution  with  respect  to the Class A
shares of the fund include,  among  others:  (a) sales  commissions  and trailer
commissions paid to, or on account of, broker-dealers and financial institutions
which have entered into selected dealer  agreements  with the  Distributor  with
respect to Class A shares of the Fund;  (b) indirect  and overhead  costs of the
Distributor   associated  with  the  performance  of  distribution   activities,
including central office and branch expenses;  (c) sales commissions  (including
trailer  commissions)  paid to, or on  account  of,  account  executives  of the
Distributor; (d) advertising for the Fund in various forms through any available
medium,  including  the cost of  printing  and  mailing  Fund  Prospectuses  and
periodic  financial  reports and sales  literature to persons other than current
stockholders   of  the  Fund  and  (e)  amounts  paid  to,  or  on  account  of,
broker-dealers  or  financial  institutions  for  personal  service  and/or  the
maintenance of stockholder accounts.  Indirect and overhead costs referred to in
clause (b) of the foregoing  sentence include (i) lease expenses,  (ii) salaries
and benefits of personnel  including  operations  and sales  support  personnel,
(iii)  utility  expenses,  (iv)  communications  expense,  (v)  sales  promotion
expenses,  (vi) expenses of postage,  stationery  and supplies and (vii) general
overhead.

         Section 9.  Allocation of Expenses.

                  9.1  The  Fund  shall  bear  all  costs  and  expenses  of the
continuous  offering of its Class A shares,  including fees and disbursements of
its counsel and auditors,  in connection  with

                                       5
<PAGE>

the  preparation  and  filing of any  required  Registration  Statements  and/or
Prospectuses under the 1940 Act or the Securities Act, and preparing and mailing
annual and periodic  reports and proxy materials to stockholders  (including but
not limited to the expense of setting in type any such Registration  Statements,
Prospectuses,  annual or periodic  reports or proxy  materials).  The Fund shall
also bear the cost of expenses of  qualification of the Class A shares for sale,
and, if necessary or advisable in connection  therewith,  of qualifying the Fund
as  a  broker  or  dealer,  in  such  states  of  the  United  States  or  other
jurisdictions  as shall be selected by the Fund and the Distributor  pursuant to
Section  5.4  hereof  and the cost and  expense  payable  to each such state for
continuing  qualification  therein  until the Fund decides to  discontinue  such
qualification  pursuant to Section 5.4 hereof.  As set forth in Section 8 above,
the Fund  shall also bear the  expenses  it  assumes  pursuant  to the Plan with
respect to Class A shares, so long as the Plan is in effect.

         Section 10.  Indemnification.

                  10.1  The  Fund  agrees  to  indemnify,  defend  and  hold the
Distributor,  its  officers  and  directors  and any  person  who  controls  the
Distributor  within the meaning of Section 15 of the  Securities  Act,  free and
harmless from and against any and all claims, demands,  liabilities and expenses
(including  the cost of  investigating  or  defending  such  claims,  demands or
liabilities  and any counsel fees  incurred in connection  therewith)  which the
Distributor,  its officers,  directors or any such controlling  person may incur
under the  Securities  Act, or under common law or otherwise,  arising out of or
based upon any untrue statement of a material fact contained in the Registration
Statement or Prospectus or arising out of or based upon any alleged  omission to
state a material  fact  required to be stated in either  thereof or necessary to
make the  statements in either  thereof not  misleading,  except insofar as such
claims, demands, liabilities or expenses arise out of or are based upon any such
untrue  statement or omission or alleged  untrue  statement or omission  made in
reliance upon and in  conformity  with  information  furnished in writing by the
Distributor  to the Fund for use in the  Registration  Statement or  Prospectus;
provided,  however, that this indemnity agreement shall not inure to the benefit
of any such officer,  director or controlling person unless a court of competent
jurisdiction shall determine in a final decision on the merits,  that the person
to be indemnified was not liable, by reason of willful misfeasance, bad faith or
gross negligence in the performance of its duties,  or by reason of its reckless
disregard of its obligations under this Agreement ("disabling conduct"),  or, in
the absence of such a decision, a reasonable determination,  based upon a review
of the facts, that the indemnified  person was not liable by reason of disabling
conduct,  by (a) a vote of a majority of a quorum of  Directors  who are neither
"interested  persons" of the Fund as defined in Section 2(a)(19) of the 1940 Act
nor parties to the proceeding,  or (b) an independent legal counsel in a written
opinion.  The Fund's  agreement to indemnify the  Distributor,  its officers and
directors and any such controlling person as aforesaid is expressly  conditioned
upon the Fund's  being  promptly  notified  of any action  brought  against  the
Distributor,  its officers or directors,  or any such controlling  person,  such
notification  to be given by letter  or  telegram  addressed  to the Fund at its
principal business office. The Fund agrees promptly to notify the Distributor of
the  commencement  of any  litigation  or  proceedings  against it or any of its
officers  or  directors  in  connection  with the  issue and sale of any Class A
shares.

                                       6
<PAGE>

                  10.2 The Distributor agrees to indemnify,  defend and hold the
Fund,  its officers and  directors and any person who controls the Fund, if any,
within the meaning of Section 15 of the  Securities  Act, free and harmless from
and against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending  against such claims,  demands or liabilities
and any counsel  fees  incurred in  connection  therewith)  which the Fund,  its
directors  or  officers  or any such  controlling  person  may  incur  under the
Securities  Act or under  common law or  otherwise,  but only to the extent that
such  liability or expense  incurred by the Fund,  its  directors or officers or
such controlling person resulting from such claims or demands shall arise out of
or be based upon any alleged  untrue  statement of a material fact  contained in
information  furnished in writing by the  Distributor to the Fund for use in the
Registration  Statement or Prospectus or shall arise out of or be based upon any
alleged  omission to state a material fact in connection  with such  information
required to be stated in the  Registration  Statement or Prospectus or necessary
to  make  such  information  not  misleading.  The  Distributor's  agreement  to
indemnify the Fund, its directors and officers,  and any such controlling person
as aforesaid,  is expressly  conditioned upon the  Distributor's  being promptly
notified of any action  brought  against the Fund,  its officers or directors or
any such controlling person, such notification being given to the Distributor at
its principal business office.

         Section 11.  Duration and Termination of this Agreement.

                  11.1 This  Agreement  shall  become  effective  as of the date
first above written and shall remain in force for two years from the date hereof
and thereafter, but only so long as such continuance is specifically approved at
least  annually by (a) the Board of Directors  of the Fund,  or by the vote of a
majority of the outstanding voting securities of the Class A shares of the Fund,
and (b) by the vote of a majority of those Directors who are not parties to this
Agreement  or  interested  persons of any such parties and who have no direct or
indirect  financial interest in this Agreement or in the operation of the Fund's
Plan of  Distribution  pursuant  to Rule  12b-1  under  the  1940  Act or in any
agreement related thereto ("Rule 12b-1 Directors"),  cast in person at a meeting
called for the purpose of voting upon such approval.

                  11.2 This Agreement may be terminated at any time, without the
payment of any penalty,  by a majority of the Rule 12b-1 Directors or by vote of
a  majority  of  the  outstanding  voting  securities  of  the  Fund,  or by the
Distributor,  on sixty  (60)  days'  written  notice  to the  other  party.  The
Distributor  may also  terminate this Agreement on written notice to the Fund at
anytime in case the Registration  Statement shall be suspended,  or in case Stop
Order  proceedings  are  initiated  by the SEC in  respect  of the  Registration
Statement and such  proceedings  are not  withdrawn or terminated  within thirty
days.  This  Agreement  shall  automatically  terminate  in  the  event  of  its
assignment.

                  11.3 The terms "affiliated person," "assignment,"  "interested
person" and "voting  securities",  when used in this  Agreement,  shall have the
respective meaning specified in the 1940 Act.

         Section 12. Amendment to this Agreement.  This Agreement may be amended
by the parties only if such amendment is specifically  approved by (a) the Board
of Directors  of the

                                       7
<PAGE>

Fund, or by the vote of a majority of outstanding voting securities of the Class
A Shares  of the  Fund,  and (b) by the  vote of a  majority  of the Rule  12b-1
Directors  cast in person at a meeting  called for the purpose of voting on such
amendment.

         Section 13.  Governing Law. The  provisions of this Agreement  shall be
construed and  interpreted in accordance  with the laws of the State of Delaware
as at the time in effect and the  applicable  provisions of the 1940 Act. To the
extent  that  the  applicable  law  of  the  State  of  Delaware,  or any of the
provisions herein,  conflict with the applicable provisions of the 1940 Act, the
latter shall control.

                  IN WITNESS  WHEREOF,  the parties  hereto have  executed  this
Agreement as of the day and year first above written.

                                    LINCOLN ADVISOR FUNDS, INC.


                                    By:  /s/ Steven R. Brody

                                    Title: Steven R. Brody, Vice President


                                    DELAWARE DISTRIBUTORS, L.P., by
                                        Delaware Distributors, Inc.,
                                        General Partner
                                    By: /s/ Keith E. Mitchell
                                        Keith E. Mitchell
                                    Title: President and Chief Executive Officer
                                           President and Chief Executive Officer


                                       8


                           LINCOLN ADVISOR FUNDS, INC.
                      TRANSFER AGENCY AND SERVICE AGREEMENT




         THIS  AGREEMENT,  made as of this  25th day of  September,  1995 by and
between LINCOLN ADVISOR FUNDS, INC. (the "Fund"),  a Maryland  Corporation,  and
DELAWARE SERVICE  COMPANY,  INC.  ("DSC"),  a Delaware  Corporation,  having its
principal  office and place of  business at 1818  Market  Street,  Philadelphia,
Pennsylvania 19103.

                              W I T N E S S E T H:

         WHEREAS,  the  Fund  desires  to  appoint  DSC  as  its transfer agent,
dividend disbursing agent and agent in connection with certain other activities,
and DSC desires to accept such appointment;

         WHEREAS,  DSC  is  duly  registered  as  a  transfer  agent  under  the
Securities Exchange Act of 1934, as amended;

         WHEREAS,  the Fund is  authorized  to issue shares in separate  series,
with  each  such  series  representing  interests  in a  separate  portfolio  of
securities and other assets;

         WHEREAS,  the Fund  currently  offers  shares in 9 series,  Growth  and
Income Portfolio,  Enterprise  Portfolio,  U.S. Growth  Portfolio,  World Growth
Portfolio, New Pacific Portfolio,  Government Income Portfolio,  Tax-Free Income
Portfolio,  Corporate  Income  Portfolio  and Cashfund  Portfolio  (such series,
together  with all other series  subsequently  established  by the Fund and made
subject to this Agreement in accordance  with Article XI, being herein  referred
to

<PAGE>

as the "Series",  and each of the Series  currently  offers and sells up to four
different classes of shares of Common Stock $.01 par value;

     WHEREAS, the Fund and DSC desire to have a written agreement concerning the
performance of the foregoing services and providing compensation therefor;

     NOW,  THEREFORE,  in consideration of the mutual covenants  hereinafter set
forth, and intending legally to be bound, it is agreed:

                             I. APPOINTMENT AS AGENT

                  l.l The Fund hereby  appoints DSC  Shareholder  Services Agent
for the Series to  provide as agent for the Fund  services  as  Transfer  Agent,
Dividend Disbursing Agent and Shareholder Servicing Agent and DSC hereby accepts
such  appointment  and agrees to provide the Fund,  as its agent,  the  services
described herein.

                  l.2 The  Fund  shall  pay DSC and DSC  shall  accept,  for the
services  provided  hereunder,  the  compensation  provided  for in Section VIII
hereof.  The Fund also shall reimburse DSC for expenses  incurred or advanced by
it for the Fund in connection with its services hereunder.

                                II. DOCUMENTATION

                  2.1 The Fund represents that it has provided or made available
to DSC  (or  has  given  DSC an  opportunity  to  examine)  copies  of,  and DSC
represents  that it has received from the Fund (or is otherwise  familiar with),
the following documents:

                                      -2-
<PAGE>

               (a) The Articles of Incorporation  or other documents  evidencing
the Fund's  form of  organization  and any  current  amendments  or  supplements
thereto.

               (b) The By-Laws of the Fund;

               (c) Any  resolution  or other  action of the Fund or the Board of
Directors of the Fund establishing or affecting the rights,  privileges or other
status of each class or Series of shares of the Fund,  or altering or abolishing
each such class or Series;

               (d) A certified copy of a resolution of the Board of Directors of
the Fund  appointing  DSC as  Shareholder  Services  Agent  for the  Series  and
authorizing the execution of this Agreement;

               (e) The  form of share  certificates  of the  Series  in the form
approved by the Board of Directors of the Fund;

               (f) A copy  of the  Fund's  currently  effective  Prospectus  and
Statement  of  Additional  Information  under  the  Securities  Act of l933,  if
effective;

               (g) Copies of all account  application  forms and other documents
relating to stockholder accounts in the Series;

               (h)  Copies of  documents  relating  to Plans of the Fund for the
purchase,  sale or  repurchase  of its  shares,  including  periodic  payment or
withdrawal plans, reinvestment plans or retirement plans;

               (i)  Any  opinion  of  counsel  to  the  Fund   relating  to  the
authorization  and validity of the shares of the Series issued or proposed to be
issued  under the law of the State of the  Fund's

                                      -3-
<PAGE>

organization, including the status thereof under any applicable securities laws;

               (j) A certified  copy of any resolution of the Board of Directors
of the Fund  authorizing  any  person to give  instructions  to DSC  under  this
Agreement  (with a specimen  signature of such person if not already  provided),
setting forth the scope of such authority; and

               (k)  Any  amendment,  revocation  or  other  documents  altering,
adding,  qualifying or repealing any document or authority called for under this
Section 2.l.

                  2.2 The Fund and DSC may consult as to forms or documents that
may be required in performing services hereunder.

                  2.3  The  Fund  shall  provide  or  make  available  to  DSC a
certified copy of any resolution of the  stockholders  or the Board of Directors
of the Fund providing for a dividend,  capital gains distribution,  distribution
of capital,  stock dividend,  stock split or other similar action  affecting the
authorization or issuance of shares of the Series or the payment of dividends.

                  2.4 In the  case  of any  recapitalization  or  other  capital
adjustment  requiring  a change  in the form of stock  certificate  or the books
recording the same, the Fund shall deliver or make available to DSC:

               (a) A certified  copy of any  document  authorizing  or effecting
such change;

               (b) Written  instructions from an authorized officer implementing
such change; and

                                      -4-
<PAGE>

               (c) An opinion of counsel to the Fund as to the  validity of such
action,  if requested by DSC.

 2.5 The Fund warrants the following:

               (a) The Fund is a properly  registered  investment  company under
the  Investment  Company  Act of l940 and any and all  Series'  shares  which it
issues will be properly  registered and lawfully issued under applicable federal
and state laws.

               (b) The  provisions  of this contract do not violate the terms of
any  instrument  by which  the Fund is  bound;  nor do they  violate  any law or
regulation of any body having jurisdiction over the Fund or its property.

 2.6 DSC warrants the  following:

               (a) DSC is and will be properly  registered  as a transfer  agent
under the Securities  Exchange Act of l934 and is duly authorized to serve,  and
may lawfully  serve as such.

               (b) The  provisions  of this contract do not violate the terms of
any instrument by which DSC is bound;  nor do they violate any law or regulation
of any body having jurisdiction over DSC or its property.

                             III. STOCK CERTIFICATES

                  3.l The Fund shall furnish or authorize DSC to obtain,  at the
Fund's expense,  a sufficient supply of blank stock certificates for the Series,
and from time to time will  replenish  such supply upon the request of DSC.  The
Fund agrees to indemnify and  exonerate,  save and hold DSC  harmless,  from and
against  any  and all

                                      -5-
<PAGE>

claims or demands that may be asserted against DSC concerning the genuineness of
any stock  certificate  supplied to DSC pursuant to this Section.

                  3.2 DSC shall  safeguard,  and shall account to the Fund, upon
its demand  for,  all such stock  certificates:  (a) as issued,  showing to whom
issued,  or (b) as  unissued,  establishing  the  safekeeping,  cancellation  or
destruction thereof.

                  3.3 The Fund  shall  promptly  inform  DSC in  writing  of any
change in the  officers  authorized  to sign stock  certificates  or in the form
thereof.  If an officer  whose manual or  facsimile  signature is affixed to any
blank share certificate shall die, resign or be removed prior to the issuance of
such certificate,  DSC may nevertheless  issue such certificate  notwithstanding
such death,  resignation  or removal,  and the Fund shall with  respect  thereto
promptly  provide  to DSC  any  approval,  adoption  or  ratification  as may be
required by DSC.

                               IV. TRANSFER AGENT

                  4.l As Transfer Agent for the Series, DSC shall issue,  redeem
and  transfer  shares of the Series,  and, in  connection  therewith  but not in
limitation thereof, it shall:

               (a) Upon  receipt of  authority to issue  shares,  determine  the
total shares to be issued and issue such shares by crediting  shares to accounts
created and  maintained  in the  registration  forms  provided;  as  applicable,
prepare, issue and deliver stock certificates.

                                      -6-
<PAGE>

               (b)  Upon  proper  transfer  authorization,  transfer  shares  by
debiting  transferor-stockholder  accounts and crediting such shares to accounts
created and/or  maintained  for  transferee-stockholders;  if applicable,  issue
and/or cancel stock certificates.

               (c) Upon proper  redemption  authorization,  determine  the total
shares redeemed and to be redeemed; determine the total redemption payments made
and to be made; redeem shares by debiting  stockholder  accounts;  as applicable
receive and cancel stock certificates for shares redeemed; and remit or cause to
be remitted the redemption proceeds to stockholders.

               (d) Create and maintain accounts;  reconcile and control cash due
and paid,  shares issued and to be issued,  cash remitted and to be remitted and
shares debited and credited to accounts;  provide such notices,  instructions or
authorizations as the Fund may require.

                  4.2 DSC shall not be  required  to issue,  transfer  or redeem
Series'  shares upon receipt by DSC from the Fund,  or from any federal or state
regulatory agency or authority, of written notice that the issuance, transfer or
redemption of Series' shares has been suspended or discontinued.


                          V. DIVIDEND DISBURSING AGENT

                  5.l As Dividend  Disbursing  Agent for the  Series,  DSC shall
disburse and cause to be disbursed to Series'  stockholders  Series'  dividends,
capital  gains  distributions  or any payments from

                                      -7-
<PAGE>

other  sources as  directed by the Fund.  In  connection  therewith,  but not in
limitation thereof, DSC shall:

               (a)  Calculate  the total  disbursement  due and  payable and the
disbursement  to each  stockholder  as to shares owned,  in accordance  with the
Fund's authorization.

               (b) Calculate the total  disbursements for each  stockholder,  as
aforesaid, to be disbursed in cash; prepare and mail checks therefor.

               (c) Calculate the total  disbursement  for each  stockholder,  as
aforesaid, for which Series' shares are to be issued and authorized and instruct
the issuance of Series' shares therefor in accordance with Section IV hereof.

               (d) Prepare and mail or deliver such forms and notices pertaining
to disbursements as required by federal or state authority.

               (e)  Create  and   maintain   records,   reconcile   and  control
disbursements  to be made and made,  both as to cash and shares,  as  aforesaid;
provide such notices, instruction or authorization as the Fund may require.

                  5.2 DSC shall not be  required to make any  disbursement  upon
the  receipt  by DSC from the  Fund,  or from any  federal  or state  agency  or
authority, of written notice that such disbursement shall not be made.


                                      -8-
<PAGE>


                         VI. SHAREHOLDER SERVICING AGENT

                  6.l As Shareholder  Servicing Agent for the Series,  DSC shall
provide  those  services  ancillary  to but in  implementation  of the  services
provided  under  Sections I through V hereof,  and those  generally  defined and
accepted as shareholder services. In connection therewith, but not in limitation
thereof, DSC shall:

               (a) Except where  instructed in writing by the Fund not to do so,
and where in  compliance  with  applicable  law,  accept orders on behalf of the
Fund; receive and process investments and applications; remit to the Fund or its
custodian payments for shares acquired and to be issued; and direct the issuance
of shares in accordance with Section IV hereof.

               (b) Receive, record and respond to communications of stockholders
and their agents.

               (c) As  instructed  by the  Fund,  prepare  and mail  stockholder
account information, mail Series stockholder reports and Series prospectuses.

               (d) Prepare and mail proxies and  material  for Fund  stockholder
meetings,  receive and  process  proxies  from  stockholders,  and deliver  such
proxies as directed by the Fund.

               (e) Administer  investment  plans offered by the Fund to investor
and Series stockholders,  including  retirement plans,  including activities not
otherwise provided in Section I through V of this Agreement.

                                      -9-
<PAGE>


                           VII. PERFORMANCE OF DUTIES

                  7.l The parties  hereto  intend that Series  stockholders  and
their stockholdings shall be confidential,  and any information relating thereto
shall be released by DSC only to those persons or authorities who DSC has reason
to believe are authorized to receive such information;  or, as instructed by the
Fund.

                  7.2 DSC may, in performing this Agreement, require the Fund or
the  Fund's  distributor  to  provide  it with an  adequate  number of copies of
prospectuses,  reports or other documents  required to be furnished to investors
or stockholders.

                  7.3 DSC may request or receive  instructions from the Fund and
may, at the Fund's expense, consult with counsel for the Fund or its own counsel
with respect to any matter  arising in connection  with the  performance  of its
duties hereunder,  and shall not be liable for any action taken or omitted by it
in good faith in accordance with such instructions or opinions of counsel.

                  7.4 DSC  shall  maintain  reasonable  insurance  coverage  for
errors and omissions and reasonable bond coverage for fraud.

                  7.5 Upon notice  thereof to the Fund, DSC may employ others to
provide services to DSC in its performance of this Agreement.

                  7.6 Personnel and  facilities of DSC used to perform  services
hereunder  may be used to perform  similar  services to other funds,  including,
without  limitation,  funds  comprising the Delaware Group of funds,  and may be
used to perform other services for the Fund, the funds in the Delaware Group and
others.

                                      -10
<PAGE>

                  7.7 DSC shall provide its services as transfer agent hereunder
in accordance  with Section l7 of the  Securities  Exchange Act of l934, and the
rules  and  regulations  thereunder.   Further,  the  parties  intend  that  the
processes,  procedures,   safeguards  and  controls  employed  should  be  those
generally applied and accepted for the type services provided hereunder by other
institutions  providing the same or similar  services,  and,  those which should
provide efficient,  safe and economical services so as to promote promptness and
accuracy and to maintain the integrity of the Fund's records.

                  7.8 DSC shall establish and maintain those accounts, books and
other  documents  that the Fund is required to establish and maintain  under the
provisions of the Investment Company Act of 1940 and the rules thereunder as DSC
and the Fund may  agree  from time to time.  The Fund and DSC may,  from time to
time, set forth in writing Guidelines For Selective  Procedures to be applicable
to the services hereunder.

                               VIII. COMPENSATION

                  8.1 The Fund and DSC acknowledge  that the compensation by the
Fund to DSC is intended to induce DSC to provide  services  under this Agreement
of a nature and quality  which the Board of Directors  of the Fund,  including a
majority  who are not  parties to this  Agreement  or  interested  person of the
parties hereto,  has determined after due  consideration to be necessary for the
conduct

                                      -11-
<PAGE>

of the business of the Fund, in the best  interests of the Fund,  the Series and
its stockholders.

                  8.2  Compensation  by the  Fund  to  DSC  hereunder  shall  be
determined in accordance with Schedule A hereto as it shall be amended from time
to time as  provided  for  herein  and  which is  incorporated  herein as a part
hereof.

                  8.3  Compensation  as provided in Schedule A shall be reviewed
and  approved  in the manner set forth in  Section  l0.l  hereof by the Board of
Directors of the Fund at least  annually  and may be reviewed and approved  more
frequently at the request of either party. The Board may request,  and DSC shall
provide,  such  information as the Board may reasonably  require to evaluate the
basis of and approve the compensation.

                              IX. STANDARD OF CARE

                  9.l The Fund  acknowledges  that DSC shall not be liable  for,
and in the  absence  of willful  misfeasance,  bad faith,  gross  negligence  or
reckless disregard of the performance of its duties under this Agreement, agrees
to indemnify DSC against,  any claim or deficiency  arising from the performance
of DSC's duties  hereunder,  including  DSC's  costs,  counsel fees and expenses
incurred in investigating or defending any such claim or any  administrative  or
other proceeding,  and acknowledges that any risk of loss or damage arising from
the conduct of the Fund's affairs in accordance  herewith or in accordance  with
Guidelines or instructions given hereunder, shall be borne by the Fund.

                                      -12-
<PAGE>

                              X. CONTRACTUAL STATUS

                  l0.l This Agreement shall be executed and become  effective on
the date first  written above if approved by a vote of the Board of Directors of
the Fund,  including  an  affirmative  vote of a majority of the  non-interested
members of the  Board,  cast in person at a meeting  called  for the  purpose of
voting  on such  approval.  It shall  continue  in effect  for an  indeterminate
period,  and is subject to termination on sixty (60) days notice by either party
unless   earlier   terminated  or  amended  by  agreement   among  the  parties.
Compensation  under this Agreement shall require  approval by a majority vote of
the Board of Directors of the Fund.

                  l0.2   This Agreement may not be assigned without the approval
of the Fund.

                                      -13-
<PAGE>


                  l0.3   This  Agreement  shall  be  governed by the laws of the
Commonwealth of Pennsylvania.

                              XI. ADDITIONAL FUNDS

                  11.1 In the event that the Fund establishes one or more series
in addition to the currently  offered Series,  or additional  classes within any
Series with respect to which it desires to have DSC render  services as transfer
agent,  dividend disbursing agent and shareholders service agent under the terms
hereof,  it shall so notify  DSC in  writing,  and if DSC  agrees in  writing to
provide such services, such series shall become a Series hereunder.

                                             DELAWARE SERVICE COMPANY, INC.


  Attest: /s/ Eric E. Miller                 By: /s/ David K. Downes
          Eric E. Miller                         David K. Downes
          Vice President/                        Senior Vice President/
          Assistant Secretary                    Chief Administrative Officer/
                                                 Chief Financial Officer


                                             LINCOLN ADVISOR FUNDS, INC.



  Attest: /s/ John Steinkamp                 By: /s/ Steve R. Brody
          John Steinkamp                         Vice President
                                                 Steven R. Brody

                                      -14

<PAGE>


                                   SCHEDULE A
                                       to
                      TRANSFER AGENCY AND SERVICE AGREEMENT
                              COMPENSATION SCHEDULE


1.       Delaware Service  Company,  Inc. (DSC) will determine and report to the
         Fund, at least annually,  the  compensation for services to be provided
         to the Fund for DSC's forthcoming fiscal year or period.

2.       In determining such  compensation,  DSC will fix and report a fee to be
         charged per account and/or per transaction,  as may be applicable,  for
         services  provided.  DSC  will  bill,  and  the  Fund  will  pay,  such
         compensation monthly.

3.       For the period  commencing  September 25, 1995, the charge will consist
         of two charges for each of the Fund's  Series,  an annual  charge and a
         per transaction charge for each account on the transfer agent's records
         and each account on an automated  retirement  processing system.  These
         charges are as follows:

         A.       ANNUAL CHARGE

                  Daily Dividend Funds                    $11.00 Per annum
                  Other Funds                               5.50 Per annum

                  Merrill Lynch - Omnibus Accounts:
                  Regular Accounts                         11.00 Per annum
                  Accounts with a Contingent
                    Deferred Sales Charge                  14.00 Per annum

                  Networked Accounts                 3.00 - 6.00 Per annum

         B.       TRANSACTION CHARGES

                  1.       Dividend Payment                $ 0.25
                  2.       New Account                       6.00
                  3.       Purchase:
                           a.   Wire                         8.00
                           b.   Automated*                   1.50
                           c.   Other                        2.60
                  4.       Transfer                          8.00
                  5.       Certificate Issuance              4.00



* (Purchase  transactions received directly from Lincoln National Corporation or
its affiliates payroll, via automated  transmission will be charged at $.075 per
transaction.)

<PAGE>

                  6.       Liquidation:

                           a.   Wires                       12.00
                           b.   Drafts                        .75
                           c.   Money Market Regular         4.50
                           d.   Other Regular                4.50


                  7.       Exchanges:

                           a.   Dividend Exchanges           3.50
                           b.   Other                       10.00


<PAGE>


                                   SCHEDULE A
                                   (Continued)

                             OUT-OF-POCKET EXPENSES



      I.       TRANSFER AGENT SYSTEM CHARGES


      A.       All accounts at $1.80 per account per year.

      B.       Includes  Fund/Serv,  Networking  Systems and  Sungard  supported
               remote access to the ACS Mutual Fund Sales Reporting System.

      C.       Includes ALL transactions.

      D.       Excludes customary out-of-pocket expenses of service provider and
               non-standard interfaces, special modifications, or special jobs.



      II.      SPECIAL SERVICES AND FEES


      A.       AD-HOC Reportwriter Generator            $ 46.00 per report
                                                        $   .009 per account
                                                                 passed

      B.       Additional on-line history               $   .045 per account
                                                             per qtr.

      C.       Off hours IMS uptime                     $150.00 per hour

      D.       Interim Research                         $ 70.00 per run
                    Statements                          $  4.40/each cwu

      E.       Reruns                                   $ 70.00 per run
                                                        $  4.40/cwu

      F.       Extract Tapes                            $105.00
                                                        $   .022 per a/c

      G.       Retroactive Record Date                  $ 63.25 per run
                                                        $   .0165/account

      H.       Hot Jobs                                 $139.00
                                                        $  7.60/cwu


<PAGE>


                                   SCHEDULE A

                             OUT-OF-POCKET EXPENSES

                                   (Continued)



      I.       Labor Charges
               System Support Representatives       
               and Programmers                          $100.00/hour
                                                    
               Consultants or Department Heads          $125.00/hour
                                                    
               Officers                                 $150.00/hour
                                              

      J.       Training/Consulting                      $800.00/day

      K.       TELCOM COSTS for processing activity

      L.       Customer  pays  costs  to  establish  and  process   non-standard
               interfaces (tape, CPU transmissions, Audio Response, etc.)



      III.     OTHER OUT-OF-POCKET EXPENSES INCLUDE, BUT ARE NOT LIMITED TO:

                     Cost of forms

                     Postage

                     Cost of third party statements and confirmation vendor.

                     Cost of proxy mailing and solicitation.

                     Off-site storage costs.



                       CONSENT OF INDEPENDENT ACCOUNTANTS



We  consent  to  the  inclusion  in  Post-Effective   Amendment  No.  4  to  the
Registration  Statement on Form N-1A (1933 Act File Number 33-67490 and 1940 Act
File Number 811-7972) of Lincoln Advisor Funds, Inc. (the "Funds") of our report
dated  December  12,  1995  on  our  audit  of  the  financial   statements  and
supplementary  data of the Funds for the period ended October 31, 1995, which is
also included in this Registration Statement.

We also  consent to the  reference  to our Firm under the  caption  "Independent
Accountants"  in the Statement of  Additional  Information  of the  Registration
Statement.



                                                 /s/Coopers & Lybrand L.L.P.

                                                 COOPERS & LYBRAND L.L.P.

Boston, Massachusetts
December 26, 1995



                                POWER OF ATTORNEY


         The  undersigned  hereby  appoints  John L.  Steinkamp and Priscilla S.
Brown and each of them severally,  acting alone and without the other,  his true
and lawful  attorney-in-fact  with  authority to execute in his name and to file
with the Securities and Exchange Commission,  together with any exhibits thereto
and  other  documents  therewith,  any and  all  amendments  (including  without
limitation  post-effective  amendments)  to the Lincoln  Advisor  Funds,  Inc.'s
Registration  Statement  necessary  or  advisable  to  enable  the  Registration
Statement to comply with the Securities Act of 1933, as amended,  and any rules,
regulations  and  requirements  of the  Securities  and Exchange  Commission  in
respect   thereof,   which  amendments  may  make  such  other  changes  in  the
Registration  Statement as the  aforesaid  attorney-in-fact  executing  the same
deems appropriate.



Signature                    Title                                  Date
- ---------                    -----                                  ----

/s/ David G. Humes           Assistant Vice President and           2/14/96
David G. Humes               Chief Accounting Officer

<PAGE>

                                POWER OF ATTORNEY


         The  undersigned  hereby  appoints  John L.  Steinkamp and Priscilla S.
Brown and each of them severally,  acting alone and without the other,  his true
and lawful  attorney-in-fact  with  authority to execute in his name and to file
with the Securities and Exchange Commission,  together with any exhibits thereto
and  other  documents  therewith,  any and  all  amendments  (including  without
limitation  post-effective  amendments)  to the Lincoln  Advisor  Funds,  Inc.'s
Registration  Statement  necessary  or  advisable  to  enable  the  Registration
Statement to comply with the Securities Act of 1933, as amended,  and any rules,
regulations  and  requirements  of the  Securities  and Exchange  Commission  in
respect   thereof,   which  amendments  may  make  such  other  changes  in  the
Registration  Statement as the  aforesaid  attorney-in-fact  executing  the same
deems appropriate.



Signature                      Title                                   Date
- ---------                      -----                                   ----

/s/ Steven R. Brody            Vice President, Treasurer and           2/14/96
Steven R. Brody                Chief Financial Officer


                           LINCOLN ADVISOR FUNDS, INC.
                                     Form of
                          Distribution and Service Plan
                                (Class A Shares)

                                  Introduction

         The Distribution and Service Plan (the "Plan") set forth below which is
designed  to conform to the  requirements  of Rule  12b-1  under the  Investment
Company Act of 1940 (the "1940 Act") and Article III, Section 26 of the Rules of
Fair Practice of the National Association of Securities Dealers, Inc. (NASD) has
been adopted by LINCOLN ADVISOR FUNDS, INC. (the "Fund").

         The Fund has entered into a distribution  agreement (the  "Distribution
Agreement")  with a distributor  as  identified  from time to time in the Fund's
Prospectus  (the  "Distributor")  pursuant  to which  the Fund will  employ  the
Distributor  to  distribute  Class A shares issued by the Fund (Class A shares).
Under the  Distribution  Agreement,  the Distributor will be entitled to receive
payments from  investors of front-end  sales charges with respect to the sale of
Class A shares.  Under the Plan, the Fund intends to pay to the Distributor,  as
compensation  for its services,  a distribution  and service fee with respect to
Class A shares.

         A majority of the Board of Directors of the Fund,  including a majority
of those Directors who are not  "interested  persons" of the Fund (as defined in
the 1940 Act) and who have no  direct  or  indirect  financial  interest  in the
operation  of  this  Plan  or any  agreement  related  to it  (the  "Rule  12b-1
Directors"), have determined by votes cast in person at a meeting called for the
purpose  of  voting  on this Plan that  there is a  reasonable  likelihood  that
adoption of this Plan will benefit the Fund and its  shareholders.  Expenditures
under  this Plan by the Fund for  Distribution  Activities  (defined  below) are
primarily  intended  to result in the sale of Class A shares of the Fund  within
the meaning of paragraph (a)(2) of Rule 12b-1 promulgated under the 1940 Act.

         The  purpose  of the Plan is to create  incentives  to the  Distributor
and/or other qualified  broker-dealers  and their account  executives to provide
distribution  assistance  to their  customers  who are investors in the Fund, to
defray the costs and  expenses  associated  with the  preparation,


<PAGE>

printing  and  distribution  of  prospectuses  and  sales  literature  and other
promotional  and  distribution  activities  and to provide for the servicing and
maintenance of shareholder accounts.

                                    The Plan

         The material aspects of the Plan are as follows:

         1.       Distribution Activities

         The Fund shall engage the  Distributor to distribute  Class A shares of
the Fund and to service shareholder  accounts using all of the facilities of the
distribution   networks  of  such   qualified   broker-dealers   and   financial
institutions  as the Distributor  may select.  Services  provided and activities
undertaken  to  distribute  Class A shares of the Fund are referred to herein as
"Distribution Activities."

         2.       Payment of Service Fee

         The Fund shall pay to the  Distributor  as  compensation  for providing
personal service and/or maintaining  shareholder  accounts a service fee of .25%
per annum of the average daily net assets of the Class A shares  (service  fee).
The Fund shall  calculate and accrue daily amounts payable by the Class A shares
of the Fund  hereunder  and  shall pay such  amounts  monthly  or at such  other
intervals as the Board of Directors may determine.

         3.       Payment for Distribution Activities

         The Fund shall pay to the Distributor as compensation  for its services
a  distribution  fee,  together  with the  service fee  (described  in Section 2
hereof), of .10% per annum of the average daily net assets of the Class A shares
of the Fund for the  performance  of  Distribution  Activities.  The Fund  shall
calculate  and accrue  daily  amounts  payable by the Class A shares of the Fund
hereunder and shall pay such amounts  monthly or at such other  intervals as the
Board of  Directors  may  determine.  Amounts  payable  under the Plan  shall be
subject to the limitations of Article III,  Section 26 of the NASD Rules of Fair
Practice.

         Amounts paid to the  Distributor by the Class A shares of the Fund will
not be used to pay the distribution  expenses incurred with respect to any other
class of shares of the Fund except that  distribution  expenses  attributable to
the Fund as a whole will be  allocated  to the Class A shares  according  to the
ratio of the  sales of Class A shares to the total  sales of the  Fund's  shares

                                       2

<PAGE>

over the Fund's  fiscal  year or such other  allocation  method  approved by the
Board of Directors.  The allocation of distribution  expenses among classes will
be subject to the review of the Board of Directors.

                  The   Distributor   shall  spend  such  amounts  as  it  deems
appropriate on Distribution Activities which include, among others:

                (a) sales commissions  (including trailer  commissions) paid to,
                or on account  of,  broker-dealers  and  financial  institutions
                which have  entered into  selected  dealer  agreements  with the
                Distributor with respect to shares of the Fund; and

                (b)  advertising  for the  Fund in  various  forms  through  any
                available  medium,  including  the cost of printing  and mailing
                Fund  prospectuses,  statements  of additional  information  and
                periodic financial reports and sales literature to persons other
                than current shareholders of the Fund.

        4.       Quarterly Reports; Additional Information

         An  appropriate  officer  of the  Fund  will  provide  to the  Board of
Directors  of the  Fund  for  review,  at  least  quarterly,  a  written  report
specifying in reasonable detail the amounts expended for Distribution Activities
(including  payment  of the  service  fee)  and  the  purposes  for  which  such
expenditures  were made in compliance with the  requirements of Rule 12b-1.  The
Distributor  will provide to the Board of Directors of the Fund such  additional
information as the Board shall from time to time reasonably  request,  including
information about Distribution  Activities undertaken or to be undertaken by the
Distributor.

         The  Distributor  will inform the Board of Directors of the Fund of the
commissions and account  servicing fees to be paid by the Distributor to account
executives of the Distributor and to broker-dealers  and financial  institutions
which have selected dealer agreements with the Distributor.

         5.       Effectiveness; Continuation

         The Plan shall not take effect until it has been  approved by a vote of
a majority of the outstanding  voting securities (as defined in the 1940 Act) of
the Class A shares of the Fund.

                                       3
<PAGE>

         If  approved  by a  vote  of  a  majority  of  the  outstanding  voting
securities  of the Class A shares of the Fund,  the Plan shall,  unless  earlier
terminated  in  accordance  with its  terms,  continue  in full force and effect
thereafter  for so long as such  continuance is  specifically  approved at least
annually by a majority of the Board of  Directors  of the Fund and a majority of
the Rule 12b-1  Directors  by votes  cast in person at a meeting  called for the
purposes of voting on the continuation of the Plan.

         6.       Termination

         This Plan may be  terminated  at any time by vote of a majority  of the
Rule  12b-1  Directors,  or by  vote of a  majority  of the  outstanding  voting
securities (as defined in the 1940 Act) of the Class A shares of the Fund.

         7.       Amendments

         The Plan may not be amended to change the  distribution  expenses to be
paid as  provided  for in  Section 3 hereof  so as to  increase  materially  the
amounts  payable under this Plan unless such amendment  shall be approved by the
vote of a majority of the outstanding  voting securities (as defined in the 1940
Act) of the Class A shares  of the Fund.  All  material  amendments  of the Plan
shall be  approved  by a majority  of the Board of  Directors  of the Fund and a
majority of the Rule 12b-1 Directors by votes cast in person at a meeting called
for the purpose of voting on the Plan.

         8.       Non-interested Directors

         While  the Plan is in  effect,  the  selection  and  nomination  of the
Directors  who  are  not  "interested   persons"  of  the  Fund  (non-interested
Directors) shall be committed to the discretion of the non-interested Directors.

         9.       Records

         The Fund shall preserve  copies of the Plan and any related  agreements
and all reports made  pursuant to Section 4 hereof for a period of not less than
six years from the date of effectiveness of the Plan, and for at least the first
two years in an easily accessible place. Dated:  October 25, 1993 (as amended on
September 25, 1995)


<TABLE> <S> <C>


<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended October 31, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 11
   <NAME> Lincoln Growth and Income, Class A
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        20,761,419
<INVESTMENTS-AT-VALUE>                       22,617,145
<RECEIVABLES>                                   182,345
<ASSETS-OTHER>                                    6,430
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               22,805,920
<PAYABLE-FOR-SECURITIES>                      1,261,464
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                       160,718
<TOTAL-LIABILITIES>                           1,422,182
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     19,095,891
<SHARES-COMMON-STOCK>                         1,185,195
<SHARES-COMMON-PRIOR>                         1,072,029
<ACCUMULATED-NII-CURRENT>                        20,387
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                         411,734
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      1,855,726
<NET-ASSETS>                                 13,297,253
<DIVIDEND-INCOME>                               230,521
<INTEREST-INCOME>                                80,547
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                  206,597
<NET-INVESTMENT-INCOME>                         104,471
<REALIZED-GAINS-CURRENT>                        251,026
<APPREC-INCREASE-CURRENT>                     1,746,066
<NET-CHANGE-FROM-OPS>                         2,101,563
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                        82,711
<DISTRIBUTIONS-OF-GAINS>                        267,001
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          86,373
<NUMBER-OF-SHARES-REDEEMED>                      10,399
<SHARES-REINVESTED>                              37,192
<NET-CHANGE-IN-ASSETS>                        2,860,459
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                       354,897
<OVERDISTRIB-NII-PRIOR>                         (11,981)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           139,813
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 349,107
<AVERAGE-NET-ASSETS>                         11,833,896
<PER-SHARE-NAV-BEGIN>                              9.74
<PER-SHARE-NII>                                    0.09
<PER-SHARE-GAIN-APPREC>                            1.71
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.32)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               11.22
<EXPENSE-RATIO>                                    1.75
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended October 31, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 12
   <NAME> Lincoln Growth and Income, Class B
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        20,761,419
<INVESTMENTS-AT-VALUE>                       22,617,145
<RECEIVABLES>                                   182,345
<ASSETS-OTHER>                                    6,430
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               22,805,920
<PAYABLE-FOR-SECURITIES>                      1,261,464
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                       160,718
<TOTAL-LIABILITIES>                           1,422,182
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     19,095,891
<SHARES-COMMON-STOCK>                           120,358
<SHARES-COMMON-PRIOR>                            59,360
<ACCUMULATED-NII-CURRENT>                        20,387
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                         411,734
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      1,855,726
<NET-ASSETS>                                  1,307,566
<DIVIDEND-INCOME>                                18,966
<INTEREST-INCOME>                                 6,627
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                   23,322
<NET-INVESTMENT-INCOME>                           2,271
<REALIZED-GAINS-CURRENT>                         28,666
<APPREC-INCREASE-CURRENT>                       136,792
<NET-CHANGE-FROM-OPS>                           167,729
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                         4,970
<DISTRIBUTIONS-OF-GAINS>                         19,100
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          65,262
<NUMBER-OF-SHARES-REDEEMED>                       6,830
<SHARES-REINVESTED>                               2,566
<NET-CHANGE-IN-ASSETS>                          744,387
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                       354,897
<OVERDISTRIB-NII-PRIOR>                         (11,981)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           139,813
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 349,107
<AVERAGE-NET-ASSETS>                            971,000
<PER-SHARE-NAV-BEGIN>                              9.49
<PER-SHARE-NII>                                    0.04
<PER-SHARE-GAIN-APPREC>                            1.64
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.31)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               10.86
<EXPENSE-RATIO>                                    2.40
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended October 31, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 13
   <NAME> Lincoln Growth and Income, Class C
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        20,761,419
<INVESTMENTS-AT-VALUE>                       22,617,145
<RECEIVABLES>                                   182,345
<ASSETS-OTHER>                                    6,430
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               22,805,920
<PAYABLE-FOR-SECURITIES>                      1,261,464
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                       160,718
<TOTAL-LIABILITIES>                           1,422,182
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     19,095,891
<SHARES-COMMON-STOCK>                             6,406
<SHARES-COMMON-PRIOR>                             2,416
<ACCUMULATED-NII-CURRENT>                        20,387
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                         411,734
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      1,855,726
<NET-ASSETS>                                     73,181
<DIVIDEND-INCOME>                                   834
<INTEREST-INCOME>                                   291
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                    1,025
<NET-INVESTMENT-INCOME>                             100
<REALIZED-GAINS-CURRENT>                          1,402
<APPREC-INCREASE-CURRENT>                         5,453
<NET-CHANGE-FROM-OPS>                             6,955
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                           191
<DISTRIBUTIONS-OF-GAINS>                            653
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                           4,279
<NUMBER-OF-SHARES-REDEEMED>                         379
<SHARES-REINVESTED>                                  90
<NET-CHANGE-IN-ASSETS>                           49,115
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                       354,897
<OVERDISTRIB-NII-PRIOR>                         (11,981)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           139,813
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 349,107
<AVERAGE-NET-ASSETS>                             42,636
<PER-SHARE-NAV-BEGIN>                              9.96
<PER-SHARE-NII>                                    0.04
<PER-SHARE-GAIN-APPREC>                            1.72
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.30)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               11.42
<EXPENSE-RATIO>                                    2.40
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended October 31, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 14
   <NAME> Lincoln Growth and Income, Class D
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        20,761,419
<INVESTMENTS-AT-VALUE>                       22,617,145
<RECEIVABLES>                                   182,345
<ASSETS-OTHER>                                    6,430
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               22,805,920
<PAYABLE-FOR-SECURITIES>                      1,261,464
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                       160,718
<TOTAL-LIABILITIES>                           1,422,182
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     19,095,891
<SHARES-COMMON-STOCK>                           597,948
<SHARES-COMMON-PRIOR>                           269,040
<ACCUMULATED-NII-CURRENT>                        20,387
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                         411,734
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      1,855,726
<NET-ASSETS>                                  6,705,738
<DIVIDEND-INCOME>                                90,157
<INTEREST-INCOME>                                31,502
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                   64,911
<NET-INVESTMENT-INCOME>                          56,748
<REALIZED-GAINS-CURRENT>                        144,280
<APPREC-INCREASE-CURRENT>                       650,583
<NET-CHANGE-FROM-OPS>                           851,611
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                        55,332
<DISTRIBUTIONS-OF-GAINS>                         81,783
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                         404,257
<NUMBER-OF-SHARES-REDEEMED>                      89,601
<SHARES-REINVESTED>                              14,252
<NET-CHANGE-IN-ASSETS>                        4,086,022
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                       354,897
<OVERDISTRIB-NII-PRIOR>                         (11,981)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           139,813
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 349,107
<AVERAGE-NET-ASSETS>                          4,629,340
<PER-SHARE-NAV-BEGIN>                              9.74
<PER-SHARE-NII>                                    0.12
<PER-SHARE-GAIN-APPREC>                            1.71
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.36)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               11.21
<EXPENSE-RATIO>                                    1.40
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 21
   <NAME> Lincoln Enterprise, Class A
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        16,835,673
<INVESTMENTS-AT-VALUE>                       19,969,372
<RECEIVABLES>                                   272,471
<ASSETS-OTHER>                                    6,371
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               20,248,214
<PAYABLE-FOR-SECURITIES>                        104,111
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                       100,898
<TOTAL-LIABILITIES>                             205,009
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     17,573,452
<SHARES-COMMON-STOCK>                         1,285,890
<SHARES-COMMON-PRIOR>                         1,149,276
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (663,946)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      3,133,699
<NET-ASSETS>                                 14,507,841
<DIVIDEND-INCOME>                                72,402
<INTEREST-INCOME>                                51,946
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                  226,408
<NET-INVESTMENT-INCOME>                        (102,060)
<REALIZED-GAINS-CURRENT>                        781,913
<APPREC-INCREASE-CURRENT>                     1,917,282
<NET-CHANGE-FROM-OPS>                         2,597,135
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                         165,155
<NUMBER-OF-SHARES-REDEEMED>                      28,541
<SHARES-REINVESTED>                                   0
<NET-CHANGE-IN-ASSETS>                        3,928,988
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                    (1,615,958)
<OVERDISTRIB-NII-PRIOR>                          (5,017)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           116,353
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 349,733
<AVERAGE-NET-ASSETS>                         12,252,710
<PER-SHARE-NAV-BEGIN>                              9.20
<PER-SHARE-NII>                                   (0.08)
<PER-SHARE-GAIN-APPREC>                            2.16
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                          0.00
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               11.28
<EXPENSE-RATIO>                                    1.85
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 22
   <NAME> Lincoln Enterprise, Class B
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        16,835,673
<INVESTMENTS-AT-VALUE>                       19,969,372
<RECEIVABLES>                                   272,471
<ASSETS-OTHER>                                    6,371
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               20,248,214
<PAYABLE-FOR-SECURITIES>                        104,111
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                       100,898
<TOTAL-LIABILITIES>                             205,009
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     17,573,452
<SHARES-COMMON-STOCK>                           151,465
<SHARES-COMMON-PRIOR>                            77,581
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (663,946)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      3,133,699
<NET-ASSETS>                                  1,811,208
<DIVIDEND-INCOME>                                 7,247
<INTEREST-INCOME>                                 5,200
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                   31,196
<NET-INVESTMENT-INCOME>                         (18,749)
<REALIZED-GAINS-CURRENT>                         85,373
<APPREC-INCREASE-CURRENT>                       202,776
<NET-CHANGE-FROM-OPS>                           269,401
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          81,179
<NUMBER-OF-SHARES-REDEEMED>                       7,295
<SHARES-REINVESTED>                                   0
<NET-CHANGE-IN-ASSETS>                        1,050,169
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                    (1,615,958)
<OVERDISTRIB-NII-PRIOR>                          (5,017)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           116,353
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 349,733
<AVERAGE-NET-ASSETS>                          1,247,473
<PER-SHARE-NAV-BEGIN>                              9.81
<PER-SHARE-NII>                                   (0.12)
<PER-SHARE-GAIN-APPREC>                            2.27
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                          0.00
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               11.96
<EXPENSE-RATIO>                                    2.50
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 23
   <NAME> Lincoln Enterprise, Class C
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        16,835,673
<INVESTMENTS-AT-VALUE>                       19,969,372
<RECEIVABLES>                                   272,471
<ASSETS-OTHER>                                    6,371
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               20,248,214
<PAYABLE-FOR-SECURITIES>                        104,111
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                       100,898
<TOTAL-LIABILITIES>                             205,009
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     17,573,452
<SHARES-COMMON-STOCK>                             4,767
<SHARES-COMMON-PRIOR>                             3,744
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (663,946)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      3,133,699
<NET-ASSETS>                                     58,186
<DIVIDEND-INCOME>                                   286
<INTEREST-INCOME>                                   205
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                    1,214
<NET-INVESTMENT-INCOME>                            (723)
<REALIZED-GAINS-CURRENT>                          3,319
<APPREC-INCREASE-CURRENT>                         7,980
<NET-CHANGE-FROM-OPS>                            10,576
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                           1,660
<NUMBER-OF-SHARES-REDEEMED>                         637
<SHARES-REINVESTED>                                   0
<NET-CHANGE-IN-ASSETS>                           20,657
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                    (1,615,958)
<OVERDISTRIB-NII-PRIOR>                          (5,017)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           116,353
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 349,733
<AVERAGE-NET-ASSETS>                             48,603
<PER-SHARE-NAV-BEGIN>                             10.02
<PER-SHARE-NII>                                   (0.15)
<PER-SHARE-GAIN-APPREC>                            2.34
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                          0.00
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               12.21
<EXPENSE-RATIO>                                    2.50
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00

        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 24
   <NAME> Lincoln Enterprise, Class D
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        16,835,673
<INVESTMENTS-AT-VALUE>                       19,969,372
<RECEIVABLES>                                   272,471
<ASSETS-OTHER>                                    6,371
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               20,248,214
<PAYABLE-FOR-SECURITIES>                        104,111
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                       100,898
<TOTAL-LIABILITIES>                             205,009
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     17,573,452
<SHARES-COMMON-STOCK>                           324,385
<SHARES-COMMON-PRIOR>                            25,391
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (663,946)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      3,133,699
<NET-ASSETS>                                  3,665,970
<DIVIDEND-INCOME>                                 5,383
<INTEREST-INCOME>                                 3,862
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                   15,187
<NET-INVESTMENT-INCOME>                          (5,942)
<REALIZED-GAINS-CURRENT>                         81,406
<APPREC-INCREASE-CURRENT>                        37,499
<NET-CHANGE-FROM-OPS>                           112,963
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                         308,608
<NUMBER-OF-SHARES-REDEEMED>                       9,614
<SHARES-REINVESTED>                                   0
<NET-CHANGE-IN-ASSETS>                        3,431,651
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                    (1,615,958)
<OVERDISTRIB-NII-PRIOR>                          (5,017)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           116,353
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 349,733
<AVERAGE-NET-ASSETS>                            995,838
<PER-SHARE-NAV-BEGIN>                              9.23
<PER-SHARE-NII>                                   (0.02)
<PER-SHARE-GAIN-APPREC>                            2.09
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                          0.00
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               11.30
<EXPENSE-RATIO>                                    1.53
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 31
   <NAME> Lincoln U.S. Growth, Class A
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        14,027,492
<INVESTMENTS-AT-VALUE>                       19,064,562
<RECEIVABLES>                                    34,890
<ASSETS-OTHER>                                    4,935
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               19,104,387
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                       117,099
<TOTAL-LIABILITIES>                             117,099
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     15,192,613
<SHARES-COMMON-STOCK>                         1,092,021
<SHARES-COMMON-PRIOR>                         1,045,272
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                      (1,242,395)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      5,037,070
<NET-ASSETS>                                 13,573,827
<DIVIDEND-INCOME>                                82,144
<INTEREST-INCOME>                                29,855
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                  214,018
<NET-INVESTMENT-INCOME>                        (102,019)
<REALIZED-GAINS-CURRENT>                       (382,763)
<APPREC-INCREASE-CURRENT>                     2,899,956
<NET-CHANGE-FROM-OPS>                         2,415,175
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          52,639
<NUMBER-OF-SHARES-REDEEMED>                       5,890
<SHARES-REINVESTED>                                   0
<NET-CHANGE-IN-ASSETS>                        2,903,932
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                      (765,893)
<OVERDISTRIB-NII-PRIOR>                         (10,026)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           105,965
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 314,354
<AVERAGE-NET-ASSETS>                         11,574,220
<PER-SHARE-NAV-BEGIN>                             10.21
<PER-SHARE-NII>                                   (0.09)
<PER-SHARE-GAIN-APPREC>                            2.31
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                          0.00
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               12.43
<EXPENSE-RATIO>                                    1.85
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 32
   <NAME> Lincoln U.S. Growth, Class B
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        14,027,492
<INVESTMENTS-AT-VALUE>                       19,064,562
<RECEIVABLES>                                    34,890
<ASSETS-OTHER>                                    4,935
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               19,104,387
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                       117,099
<TOTAL-LIABILITIES>                             117,099
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     15,192,613
<SHARES-COMMON-STOCK>                            45,992
<SHARES-COMMON-PRIOR>                            20,092
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                      (1,242,395)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      5,037,070
<NET-ASSETS>                                    566,975
<DIVIDEND-INCOME>                                 2,714
<INTEREST-INCOME>                                   987
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                    9,967
<NET-INVESTMENT-INCOME>                          (6,266)
<REALIZED-GAINS-CURRENT>                        (11,518)
<APPREC-INCREASE-CURRENT>                       111,602
<NET-CHANGE-FROM-OPS>                            93,817
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          26,729
<NUMBER-OF-SHARES-REDEEMED>                         829
<SHARES-REINVESTED>                                   0
<NET-CHANGE-IN-ASSETS>                          362,248
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                      (765,893)
<OVERDISTRIB-NII-PRIOR>                         (10,026)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           105,965
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 314,354
<AVERAGE-NET-ASSETS>                            398,264
<PER-SHARE-NAV-BEGIN>                             10.19
<PER-SHARE-NII>                                   (0.14)
<PER-SHARE-GAIN-APPREC>                            2.28
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                          0.00
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               12.33
<EXPENSE-RATIO>                                    2.50
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 33
   <NAME> Lincoln U.S. Growth, Class C
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        14,027,492
<INVESTMENTS-AT-VALUE>                       19,064,562
<RECEIVABLES>                                    34,890
<ASSETS-OTHER>                                    4,935
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               19,104,387
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                       117,099
<TOTAL-LIABILITIES>                             117,099
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     15,192,613
<SHARES-COMMON-STOCK>                             2,113
<SHARES-COMMON-PRIOR>                               480
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                      (1,242,395)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      5,037,070
<NET-ASSETS>                                     27,138
<DIVIDEND-INCOME>                                    84
<INTEREST-INCOME>                                    30
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                      320
<NET-INVESTMENT-INCOME>                            (206)
<REALIZED-GAINS-CURRENT>                           (306)
<APPREC-INCREASE-CURRENT>                         3,780
<NET-CHANGE-FROM-OPS>                             3,269
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                           1,865
<NUMBER-OF-SHARES-REDEEMED>                         232
<SHARES-REINVESTED>                                   0
<NET-CHANGE-IN-ASSETS>                           22,041
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                      (765,893)
<OVERDISTRIB-NII-PRIOR>                         (10,026)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           105,965
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 314,354
<AVERAGE-NET-ASSETS>                             12,766
<PER-SHARE-NAV-BEGIN>                             10.62
<PER-SHARE-NII>                                   (0.10)
<PER-SHARE-GAIN-APPREC>                            2.33
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                          0.00
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               12.85
<EXPENSE-RATIO>                                    2.50
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 34
   <NAME> Lincoln U.S. Growth, Class D
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        14,027,492
<INVESTMENTS-AT-VALUE>                       19,064,562
<RECEIVABLES>                                    34,890
<ASSETS-OTHER>                                    4,935
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               19,104,387
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                       117,099
<TOTAL-LIABILITIES>                             117,099
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     15,192,613
<SHARES-COMMON-STOCK>                           385,639
<SHARES-COMMON-PRIOR>                           159,450
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                      (1,242,395)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      5,037,070
<NET-ASSETS>                                  4,819,348
<DIVIDEND-INCOME>                                21,048
<INTEREST-INCOME>                                 7,650
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                   47,382
<NET-INVESTMENT-INCOME>                         (18,684)
<REALIZED-GAINS-CURRENT>                        (81,915)
<APPREC-INCREASE-CURRENT>                       878,103
<NET-CHANGE-FROM-OPS>                           777,502
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                         307,706
<NUMBER-OF-SHARES-REDEEMED>                      81,517
<SHARES-REINVESTED>                                   0
<NET-CHANGE-IN-ASSETS>                        3,188,534
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                      (765,893)
<OVERDISTRIB-NII-PRIOR>                         (10,026)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           105,965
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 314,354
<AVERAGE-NET-ASSETS>                          3,152,815
<PER-SHARE-NAV-BEGIN>                             10.23
<PER-SHARE-NII>                                   (0.05)
<PER-SHARE-GAIN-APPREC>                            2.32
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                          0.00
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               12.50
<EXPENSE-RATIO>                                    1.50
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 41
   <NAME> Lincoln World Growth, Class A
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        12,601,602
<INVESTMENTS-AT-VALUE>                       14,383,500
<RECEIVABLES>                                    75,064
<ASSETS-OTHER>                                    6,159
<OTHER-ITEMS-ASSETS>                             13,029
<TOTAL-ASSETS>                               14,477,752
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        73,603
<TOTAL-LIABILITIES>                              73,603
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     12,819,006
<SHARES-COMMON-STOCK>                         1,141,508
<SHARES-COMMON-PRIOR>                         1,065,988
<ACCUMULATED-NII-CURRENT>                        28,952
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (226,230)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      1,782,421
<NET-ASSETS>                                 13,017,521
<DIVIDEND-INCOME>                               191,861
<INTEREST-INCOME>                                29,285
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                  221,255
<NET-INVESTMENT-INCOME>                            (109)
<REALIZED-GAINS-CURRENT>                        (54,104)
<APPREC-INCREASE-CURRENT>                       560,406
<NET-CHANGE-FROM-OPS>                           506,192
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                         9,506
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          87,908
<NUMBER-OF-SHARES-REDEEMED>                      13,283
<SHARES-REINVESTED>                                 895
<NET-CHANGE-IN-ASSETS>                        1,296,273
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                      (117,654)
<OVERDISTRIB-NII-PRIOR>                          (7,747)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           142,529
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 381,859
<AVERAGE-NET-ASSETS>                         11,961,598
<PER-SHARE-NAV-BEGIN>                             11.00
<PER-SHARE-NII>                                    0.01
<PER-SHARE-GAIN-APPREC>                            0.40
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.01)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               11.40
<EXPENSE-RATIO>                                    1.85
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 42
   <NAME> Lincoln World Growth, Class B
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        12,601,602
<INVESTMENTS-AT-VALUE>                       14,383,500
<RECEIVABLES>                                    75,064
<ASSETS-OTHER>                                    6,159
<OTHER-ITEMS-ASSETS>                             13,029
<TOTAL-ASSETS>                               14,477,752
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        73,603
<TOTAL-LIABILITIES>                              73,603
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     12,819,006
<SHARES-COMMON-STOCK>                           110,409
<SHARES-COMMON-PRIOR>                            50,340
<ACCUMULATED-NII-CURRENT>                        28,952
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (226,230)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      1,782,421
<NET-ASSETS>                                  1,182,741
<DIVIDEND-INCOME>                                14,182
<INTEREST-INCOME>                                 2,165
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                   21,202
<NET-INVESTMENT-INCOME>                          (4,855)
<REALIZED-GAINS-CURRENT>                         (1,541)
<APPREC-INCREASE-CURRENT>                        60,774
<NET-CHANGE-FROM-OPS>                            54,378
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                         1,209
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          66,883
<NUMBER-OF-SHARES-REDEEMED>                       6,937
<SHARES-REINVESTED>                                 123
<NET-CHANGE-IN-ASSETS>                          658,979
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                      (117,654)
<OVERDISTRIB-NII-PRIOR>                          (7,747)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           142,529
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 381,859
<AVERAGE-NET-ASSETS>                            846,863
<PER-SHARE-NAV-BEGIN>                             10.40
<PER-SHARE-NII>                                   (0.02)
<PER-SHARE-GAIN-APPREC>                            0.35
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.02)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               10.71
<EXPENSE-RATIO>                                    2.50
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 43
   <NAME> Lincoln World Growth, Class C
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        12,601,602
<INVESTMENTS-AT-VALUE>                       14,383,500
<RECEIVABLES>                                    75,064
<ASSETS-OTHER>                                    6,159
<OTHER-ITEMS-ASSETS>                             13,029
<TOTAL-ASSETS>                               14,477,752
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        73,603
<TOTAL-LIABILITIES>                              73,603
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     12,819,006
<SHARES-COMMON-STOCK>                             3,999
<SHARES-COMMON-PRIOR>                             3,719
<ACCUMULATED-NII-CURRENT>                        28,952
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (226,230)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      1,782,421
<NET-ASSETS>                                     42,905
<DIVIDEND-INCOME>                                   665
<INTEREST-INCOME>                                   102
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                    1,021
<NET-INVESTMENT-INCOME>                            (254)
<REALIZED-GAINS-CURRENT>                           (146)
<APPREC-INCREASE-CURRENT>                         2,279
<NET-CHANGE-FROM-OPS>                             1,879
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                           104
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                           1,735
<NUMBER-OF-SHARES-REDEEMED>                       1,466
<SHARES-REINVESTED>                                  11
<NET-CHANGE-IN-ASSETS>                            4,112
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                      (117,654)
<OVERDISTRIB-NII-PRIOR>                          (7,747)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           142,529
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 381,859
<AVERAGE-NET-ASSETS>                             40,845
<PER-SHARE-NAV-BEGIN>                             10.43
<PER-SHARE-NII>                                   (0.06)
<PER-SHARE-GAIN-APPREC>                            0.39
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.03)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               10.73
<EXPENSE-RATIO>                                    2.50
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 44
   <NAME> Lincoln World Growth, Class D
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        12,601,602
<INVESTMENTS-AT-VALUE>                       14,383,500
<RECEIVABLES>                                    75,064
<ASSETS-OTHER>                                    6,159
<OTHER-ITEMS-ASSETS>                             13,029
<TOTAL-ASSETS>                               14,477,752
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        73,603
<TOTAL-LIABILITIES>                              73,603
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     12,819,006
<SHARES-COMMON-STOCK>                            14,072
<SHARES-COMMON-PRIOR>                             5,779
<ACCUMULATED-NII-CURRENT>                        28,952
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (226,230)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                      1,782,421
<NET-ASSETS>                                    160,982
<DIVIDEND-INCOME>                                 1,784
<INTEREST-INCOME>                                   272
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                    1,622
<NET-INVESTMENT-INCOME>                             434
<REALIZED-GAINS-CURRENT>                           (218)
<APPREC-INCREASE-CURRENT>                         8,099
<NET-CHANGE-FROM-OPS>                             8,315
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                           263
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          10,800
<NUMBER-OF-SHARES-REDEEMED>                       2,532
<SHARES-REINVESTED>                                  25
<NET-CHANGE-IN-ASSETS>                           97,322
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                      (117,654)
<OVERDISTRIB-NII-PRIOR>                          (7,747)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           142,529
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 381,859
<AVERAGE-NET-ASSETS>                            107,936
<PER-SHARE-NAV-BEGIN>                             11.02
<PER-SHARE-NII>                                    0.04
<PER-SHARE-GAIN-APPREC>                            0.41
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.03)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               11.44
<EXPENSE-RATIO>                                    1.50
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 51
   <NAME> Lincoln New Pacific, Class A
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        11,767,716
<INVESTMENTS-AT-VALUE>                       10,728,423
<RECEIVABLES>                                   172,088
<ASSETS-OTHER>                                    5,833
<OTHER-ITEMS-ASSETS>                            346,436
<TOTAL-ASSETS>                               11,252,780
<PAYABLE-FOR-SECURITIES>                        180,125
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        66,239
<TOTAL-LIABILITIES>                             246,364
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     12,546,983
<SHARES-COMMON-STOCK>                         1,188,455
<SHARES-COMMON-PRIOR>                         1,085,290
<ACCUMULATED-NII-CURRENT>                        (9,219)
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (507,330)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                     (1,024,018)
<NET-ASSETS>                                 10,353,101
<DIVIDEND-INCOME>                               104,877
<INTEREST-INCOME>                                23,547
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                  190,178
<NET-INVESTMENT-INCOME>                         (61,754)
<REALIZED-GAINS-CURRENT>                       (364,438)
<APPREC-INCREASE-CURRENT>                    (1,179,866)
<NET-CHANGE-FROM-OPS>                        (1,606,059)
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                        316,289
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          88,098
<NUMBER-OF-SHARES-REDEEMED>                      18,925
<SHARES-REINVESTED>                              33,992
<NET-CHANGE-IN-ASSETS>                         (980,733)
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                       295,028
<OVERDISTRIB-NII-PRIOR>                         (10,033)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           119,820
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 402,651
<AVERAGE-NET-ASSETS>                         10,280,853
<PER-SHARE-NAV-BEGIN>                             10.44
<PER-SHARE-NII>                                   (0.05)
<PER-SHARE-GAIN-APPREC>                           (1.39)
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.29)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                                8.71
<EXPENSE-RATIO>                                    1.85
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 52
   <NAME> Lincoln New Pacific, Class B
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        11,767,716
<INVESTMENTS-AT-VALUE>                       10,728,423
<RECEIVABLES>                                   172,088
<ASSETS-OTHER>                                    5,833
<OTHER-ITEMS-ASSETS>                            346,436
<TOTAL-ASSETS>                               11,252,780
<PAYABLE-FOR-SECURITIES>                        180,125
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        66,239
<TOTAL-LIABILITIES>                             246,364
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     12,546,983
<SHARES-COMMON-STOCK>                            63,648
<SHARES-COMMON-PRIOR>                            39,703
<ACCUMULATED-NII-CURRENT>                        (9,219)
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (507,330)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                     (1,024,018)
<NET-ASSETS>                                    573,331
<DIVIDEND-INCOME>                                 5,698
<INTEREST-INCOME>                                 1,279
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                   13,446
<NET-INVESTMENT-INCOME>                          (6,469)
<REALIZED-GAINS-CURRENT>                        (21,237)
<APPREC-INCREASE-CURRENT>                       (46,838)
<NET-CHANGE-FROM-OPS>                           (74,544)
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                         15,095
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          36,512
<NUMBER-OF-SHARES-REDEEMED>                      14,072
<SHARES-REINVESTED>                               1,505
<NET-CHANGE-IN-ASSETS>                          142,239
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                       295,028
<OVERDISTRIB-NII-PRIOR>                         (10,033)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           119,820
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 402,651
<AVERAGE-NET-ASSETS>                            537,370
<PER-SHARE-NAV-BEGIN>                             10.86
<PER-SHARE-NII>                                   (0.10)
<PER-SHARE-GAIN-APPREC>                           (1.46)
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.29)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                                9.01
<EXPENSE-RATIO>                                    2.50
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 53
   <NAME> Lincoln New Pacific, Class C
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        11,767,716
<INVESTMENTS-AT-VALUE>                       10,728,423
<RECEIVABLES>                                   172,088
<ASSETS-OTHER>                                    5,833
<OTHER-ITEMS-ASSETS>                            346,436
<TOTAL-ASSETS>                               11,252,780
<PAYABLE-FOR-SECURITIES>                        180,125
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        66,239
<TOTAL-LIABILITIES>                             246,364
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     12,546,983
<SHARES-COMMON-STOCK>                             1,980
<SHARES-COMMON-PRIOR>                             1,183
<ACCUMULATED-NII-CURRENT>                        (9,219)
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (507,330)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                     (1,024,018)
<NET-ASSETS>                                     17,490
<DIVIDEND-INCOME>                                   192
<INTEREST-INCOME>                                    43
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                      398
<NET-INVESTMENT-INCOME>                            (163)
<REALIZED-GAINS-CURRENT>                           (626)
<APPREC-INCREASE-CURRENT>                          (798)
<NET-CHANGE-FROM-OPS>                            (1,586)
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                            342
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                           1,031
<NUMBER-OF-SHARES-REDEEMED>                         271
<SHARES-REINVESTED>                                  37
<NET-CHANGE-IN-ASSETS>                            4,885
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                       295,028
<OVERDISTRIB-NII-PRIOR>                         (10,033)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           119,820
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 402,651
<AVERAGE-NET-ASSETS>                             15,894
<PER-SHARE-NAV-BEGIN>                             10.66
<PER-SHARE-NII>                                   (0.08)
<PER-SHARE-GAIN-APPREC>                           (1.46)
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.29)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                                8.83
<EXPENSE-RATIO>                                    2.50
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 54
   <NAME> Lincoln New Pacific, Class D
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        11,767,716
<INVESTMENTS-AT-VALUE>                       10,728,423
<RECEIVABLES>                                   172,088
<ASSETS-OTHER>                                    5,833
<OTHER-ITEMS-ASSETS>                            346,436
<TOTAL-ASSETS>                               11,252,780
<PAYABLE-FOR-SECURITIES>                        180,125
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        66,239
<TOTAL-LIABILITIES>                             246,364
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     12,546,983
<SHARES-COMMON-STOCK>                             7,126
<SHARES-COMMON-PRIOR>                             4,561
<ACCUMULATED-NII-CURRENT>                        (9,219)
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (507,330)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                     (1,024,018)
<NET-ASSETS>                                     62,494
<DIVIDEND-INCOME>                                   645
<INTEREST-INCOME>                                   145
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                      884
<NET-INVESTMENT-INCOME>                             (94)
<REALIZED-GAINS-CURRENT>                         (2,309)
<APPREC-INCREASE-CURRENT>                        (4,352)
<NET-CHANGE-FROM-OPS>                            (6,755)
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                             0
<DISTRIBUTIONS-OF-GAINS>                          1,631
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                           2,883
<NUMBER-OF-SHARES-REDEEMED>                         494
<SHARES-REINVESTED>                                 176
<NET-CHANGE-IN-ASSETS>                           14,717
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                       295,028
<OVERDISTRIB-NII-PRIOR>                         (10,033)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                           119,820
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 402,651
<AVERAGE-NET-ASSETS>                             58,871
<PER-SHARE-NAV-BEGIN>                             10.48
<PER-SHARE-NII>                                   (0.01)
<PER-SHARE-GAIN-APPREC>                           (1.41)
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.29)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                                8.77
<EXPENSE-RATIO>                                    1.50
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 61
   <NAME> Lincoln Government Income, Class A
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        11,907,686
<INVESTMENTS-AT-VALUE>                       12,058,039
<RECEIVABLES>                                 1,048,500
<ASSETS-OTHER>                                    6,550
<OTHER-ITEMS-ASSETS>                             32,500
<TOTAL-ASSETS>                               13,145,589
<PAYABLE-FOR-SECURITIES>                        741,350
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        49,262
<TOTAL-LIABILITIES>                             790,612
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     12,486,146
<SHARES-COMMON-STOCK>                         1,128,893
<SHARES-COMMON-PRIOR>                         1,056,011
<ACCUMULATED-NII-CURRENT>                         5,468
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (286,990)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                        150,353
<NET-ASSETS>                                 11,061,948
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                               756,217
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                  129,133
<NET-INVESTMENT-INCOME>                         627,084
<REALIZED-GAINS-CURRENT>                        284,615
<APPREC-INCREASE-CURRENT>                       423,198
<NET-CHANGE-FROM-OPS>                         1,334,897
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                       620,799
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          13,148
<NUMBER-OF-SHARES-REDEEMED>                       5,486
<SHARES-REINVESTED>                              65,220
<NET-CHANGE-IN-ASSETS>                        1,403,688
<ACCUMULATED-NII-PRIOR>                          15,024
<ACCUMULATED-GAINS-PRIOR>                      (602,768)
<OVERDISTRIB-NII-PRIOR>                               0
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                            33,749
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 224,746
<AVERAGE-NET-ASSETS>                         10,331,128
<PER-SHARE-NAV-BEGIN>                              9.15
<PER-SHARE-NII>                                    0.57
<PER-SHARE-GAIN-APPREC>                            0.65
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.57)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                                9.80
<EXPENSE-RATIO>                                    1.25
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 62
   <NAME> Lincoln Government Income, Class B
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        11,907,686
<INVESTMENTS-AT-VALUE>                       12,058,039
<RECEIVABLES>                                 1,048,500
<ASSETS-OTHER>                                    6,550
<OTHER-ITEMS-ASSETS>                             32,500
<TOTAL-ASSETS>                               13,145,589
<PAYABLE-FOR-SECURITIES>                        741,350
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        49,262
<TOTAL-LIABILITIES>                             790,612
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     12,486,146
<SHARES-COMMON-STOCK>                            29,209
<SHARES-COMMON-PRIOR>                            24,503
<ACCUMULATED-NII-CURRENT>                         5,468
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (286,990)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                        150,353
<NET-ASSETS>                                    299,270
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                                19,418
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                    5,036
<NET-INVESTMENT-INCOME>                          14,382
<REALIZED-GAINS-CURRENT>                          7,585
<APPREC-INCREASE-CURRENT>                        10,652
<NET-CHANGE-FROM-OPS>                            32,620
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                        19,661
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                           3,642
<NUMBER-OF-SHARES-REDEEMED>                         634
<SHARES-REINVESTED>                               1,698
<NET-CHANGE-IN-ASSETS>                           59,539
<ACCUMULATED-NII-PRIOR>                          15,024
<ACCUMULATED-GAINS-PRIOR>                      (602,768)
<OVERDISTRIB-NII-PRIOR>                               0
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                            33,749
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 224,746
<AVERAGE-NET-ASSETS>                            264,959
<PER-SHARE-NAV-BEGIN>                              9.78
<PER-SHARE-NII>                                    0.57
<PER-SHARE-GAIN-APPREC>                            0.65
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.75)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               10.25
<EXPENSE-RATIO>                                    1.90
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 63
   <NAME> Lincoln Government Income, Class C
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        11,907,686
<INVESTMENTS-AT-VALUE>                       12,058,039
<RECEIVABLES>                                 1,048,500
<ASSETS-OTHER>                                    6,550
<OTHER-ITEMS-ASSETS>                             32,500
<TOTAL-ASSETS>                               13,145,589
<PAYABLE-FOR-SECURITIES>                        741,350
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        49,262
<TOTAL-LIABILITIES>                             790,612
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     12,486,146
<SHARES-COMMON-STOCK>                             1,416
<SHARES-COMMON-PRIOR>                             5,071
<ACCUMULATED-NII-CURRENT>                         5,468
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (286,990)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                        150,353
<NET-ASSETS>                                     14,696
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                                   492
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                      138
<NET-INVESTMENT-INCOME>                             354
<REALIZED-GAINS-CURRENT>                           (252)
<APPREC-INCREASE-CURRENT>                           382
<NET-CHANGE-FROM-OPS>                               485
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                           224
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                           1,394
<NUMBER-OF-SHARES-REDEEMED>                       5,071
<SHARES-REINVESTED>                                  22
<NET-CHANGE-IN-ASSETS>                          (34,943)
<ACCUMULATED-NII-PRIOR>                          15,024
<ACCUMULATED-GAINS-PRIOR>                      (602,768)
<OVERDISTRIB-NII-PRIOR>                               0
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                            33,749
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 224,746
<AVERAGE-NET-ASSETS>                              7,478
<PER-SHARE-NAV-BEGIN>                              9.79
<PER-SHARE-NII>                                    0.63
<PER-SHARE-GAIN-APPREC>                            0.47
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.51)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               10.38
<EXPENSE-RATIO>                                    1.85
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 64
   <NAME> Lincoln Government Income, Class D
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        11,907,686
<INVESTMENTS-AT-VALUE>                       12,058,039
<RECEIVABLES>                                 1,048,500
<ASSETS-OTHER>                                    6,550
<OTHER-ITEMS-ASSETS>                             32,500
<TOTAL-ASSETS>                               13,145,589
<PAYABLE-FOR-SECURITIES>                        741,350
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        49,262
<TOTAL-LIABILITIES>                             790,612
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     12,486,146
<SHARES-COMMON-STOCK>                           101,971
<SHARES-COMMON-PRIOR>                            38,592
<ACCUMULATED-NII-CURRENT>                         5,468
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (286,990)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                        150,353
<NET-ASSETS>                                    979,063
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                                47,076
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                    5,825
<NET-INVESTMENT-INCOME>                          41,251
<REALIZED-GAINS-CURRENT>                         23,316
<APPREC-INCREASE-CURRENT>                        19,343
<NET-CHANGE-FROM-OPS>                            83,910
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                        51,430
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          75,898
<NUMBER-OF-SHARES-REDEEMED>                      18,066
<SHARES-REINVESTED>                               5,547
<NET-CHANGE-IN-ASSETS>                          625,901
<ACCUMULATED-NII-PRIOR>                          15,024
<ACCUMULATED-GAINS-PRIOR>                      (602,768)
<OVERDISTRIB-NII-PRIOR>                               0
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                            33,749
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 224,746
<AVERAGE-NET-ASSETS>                            645,731
<PER-SHARE-NAV-BEGIN>                              9.15
<PER-SHARE-NII>                                    0.69
<PER-SHARE-GAIN-APPREC>                            0.54
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.78)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                                9.60
<EXPENSE-RATIO>                                    0.90
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 71
   <NAME> Lincoln Corporate Income, Class A
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        14,733,850
<INVESTMENTS-AT-VALUE>                       15,291,187
<RECEIVABLES>                                   344,559
<ASSETS-OTHER>                                    6,278
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               15,642,024
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        54,166
<TOTAL-LIABILITIES>                              54,166
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     15,567,374
<SHARES-COMMON-STOCK>                         1,180,087
<SHARES-COMMON-PRIOR>                         1,093,714
<ACCUMULATED-NII-CURRENT>                         2,057
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (538,910)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                        557,337
<NET-ASSETS>                                 11,517,879
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                               830,799
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                  131,666
<NET-INVESTMENT-INCOME>                         699,133
<REALIZED-GAINS-CURRENT>                         68,791
<APPREC-INCREASE-CURRENT>                       961,066
<NET-CHANGE-FROM-OPS>                         1,728,990
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                       633,907
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          25,773
<NUMBER-OF-SHARES-REDEEMED>                       6,735
<SHARES-REINVESTED>                              67,335
<NET-CHANGE-IN-ASSETS>                        1,897,410
<ACCUMULATED-NII-PRIOR>                             772
<ACCUMULATED-GAINS-PRIOR>                      (643,261)
<OVERDISTRIB-NII-PRIOR>                               0
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                            40,247
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 236,876
<AVERAGE-NET-ASSETS>                         10,536,636
<PER-SHARE-NAV-BEGIN>                              8.80
<PER-SHARE-NII>                                    0.61
<PER-SHARE-GAIN-APPREC>                            0.91
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.56)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                                9.76
<EXPENSE-RATIO>                                    1.25
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 72
   <NAME> Lincoln Corporate Income, Class B
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        14,733,850
<INVESTMENTS-AT-VALUE>                       15,291,187
<RECEIVABLES>                                   344,559
<ASSETS-OTHER>                                    6,278
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               15,642,024
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        54,166
<TOTAL-LIABILITIES>                              54,166
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     15,567,374
<SHARES-COMMON-STOCK>                            34,619
<SHARES-COMMON-PRIOR>                            22,910
<ACCUMULATED-NII-CURRENT>                         2,057
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (538,910)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                        557,337
<NET-ASSETS>                                    361,777
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                                23,529
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                    5,686
<NET-INVESTMENT-INCOME>                          17,843
<REALIZED-GAINS-CURRENT>                          2,595
<APPREC-INCREASE-CURRENT>                        26,841
<NET-CHANGE-FROM-OPS>                            47,280
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                        24,234
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          10,034
<NUMBER-OF-SHARES-REDEEMED>                         677
<SHARES-REINVESTED>                               2,352
<NET-CHANGE-IN-ASSETS>                          138,805
<ACCUMULATED-NII-PRIOR>                             772
<ACCUMULATED-GAINS-PRIOR>                      (643,261)
<OVERDISTRIB-NII-PRIOR>                               0
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                            40,247
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 236,876
<AVERAGE-NET-ASSETS>                            299,099
<PER-SHARE-NAV-BEGIN>                              9.73
<PER-SHARE-NII>                                    0.66
<PER-SHARE-GAIN-APPREC>                            0.91
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.85)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               10.45
<EXPENSE-RATIO>                                    1.90
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 73
   <NAME> Lincoln Corporate Income, Class C
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        14,733,850
<INVESTMENTS-AT-VALUE>                       15,291,187
<RECEIVABLES>                                   344,559
<ASSETS-OTHER>                                    6,278
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               15,642,024
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        54,166
<TOTAL-LIABILITIES>                              54,166
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     15,567,374
<SHARES-COMMON-STOCK>                               448
<SHARES-COMMON-PRIOR>                             1,001
<ACCUMULATED-NII-CURRENT>                         2,057
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (538,910)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                        557,337
<NET-ASSETS>                                      4,677
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                                   406
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                      101
<NET-INVESTMENT-INCOME>                             305
<REALIZED-GAINS-CURRENT>                            (99)
<APPREC-INCREASE-CURRENT>                           597
<NET-CHANGE-FROM-OPS>                               803
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                           604
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                             445
<NUMBER-OF-SHARES-REDEEMED>                       1,004
<SHARES-REINVESTED>                                   6
<NET-CHANGE-IN-ASSETS>                           (5,135)
<ACCUMULATED-NII-PRIOR>                             772
<ACCUMULATED-GAINS-PRIOR>                      (643,261)
<OVERDISTRIB-NII-PRIOR>                               0
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                            40,247
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 236,876
<AVERAGE-NET-ASSETS>                              5,308
<PER-SHARE-NAV-BEGIN>                              9.80
<PER-SHARE-NII>                                    0.18
<PER-SHARE-GAIN-APPREC>                            1.33
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.87)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               10.44
<EXPENSE-RATIO>                                    1.90
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 74
   <NAME> Lincoln Corporate Income, Class D
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        14,733,850
<INVESTMENTS-AT-VALUE>                       15,291,187
<RECEIVABLES>                                   344,559
<ASSETS-OTHER>                                    6,278
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               15,642,024
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        54,166
<TOTAL-LIABILITIES>                              54,166
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     15,567,374
<SHARES-COMMON-STOCK>                           390,199
<SHARES-COMMON-PRIOR>                           147,326
<ACCUMULATED-NII-CURRENT>                         2,057
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                        (538,910)
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                        557,337
<NET-ASSETS>                                  3,703,525
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                               202,081
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                   23,213
<NET-INVESTMENT-INCOME>                         178,868
<REALIZED-GAINS-CURRENT>                         33,064
<APPREC-INCREASE-CURRENT>                       231,085
<NET-CHANGE-FROM-OPS>                           443,017
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                       236,120
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                         307,225
<NUMBER-OF-SHARES-REDEEMED>                      90,608
<SHARES-REINVESTED>                              26,256
<NET-CHANGE-IN-ASSETS>                        2,401,293
<ACCUMULATED-NII-PRIOR>                             772
<ACCUMULATED-GAINS-PRIOR>                      (643,261)
<OVERDISTRIB-NII-PRIOR>                               0
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                            40,247
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 236,876
<AVERAGE-NET-ASSETS>                          2,574,145
<PER-SHARE-NAV-BEGIN>                              8.84
<PER-SHARE-NII>                                    0.73
<PER-SHARE-GAIN-APPREC>                            0.78
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.86)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                                9.49
<EXPENSE-RATIO>                                    0.90
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 81
   <NAME> Lincoln Tax-Free Income, Class A
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        11,068,221
<INVESTMENTS-AT-VALUE>                       10,935,018
<RECEIVABLES>                                   239,212
<ASSETS-OTHER>                                    6,460
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               11,180,690
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        50,600
<TOTAL-LIABILITIES>                              50,600
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     11,264,858
<SHARES-COMMON-STOCK>                         1,115,574
<SHARES-COMMON-PRIOR>                         1,057,514
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                           (1,565)
<ACCUMULATED-NET-GAINS>                               0
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                       (133,203)
<NET-ASSETS>                                 10,949,759
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                               550,520
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                  112,339
<NET-INVESTMENT-INCOME>                         438,181
<REALIZED-GAINS-CURRENT>                              0
<APPREC-INCREASE-CURRENT>                       964,323
<NET-CHANGE-FROM-OPS>                         1,402,504
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                       437,188
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                          15,484
<NUMBER-OF-SHARES-REDEEMED>                       3,463
<SHARES-REINVESTED>                              46,039
<NET-CHANGE-IN-ASSETS>                        1,511,068
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                             0
<OVERDISTRIB-NII-PRIOR>                          (1,630)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                            31,052
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 223,567
<AVERAGE-NET-ASSETS>                         10,212,412
<PER-SHARE-NAV-BEGIN>                              8.93
<PER-SHARE-NII>                                    0.40
<PER-SHARE-GAIN-APPREC>                            0.89
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.40)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                                9.82
<EXPENSE-RATIO>                                    1.10
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 82
   <NAME> Lincoln Tax-Free Income, Class B
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        11,068,221
<INVESTMENTS-AT-VALUE>                       10,935,018
<RECEIVABLES>                                   239,212
<ASSETS-OTHER>                                    6,460
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               11,180,690
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        50,600
<TOTAL-LIABILITIES>                              50,600
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     11,264,858
<SHARES-COMMON-STOCK>                            16,308
<SHARES-COMMON-PRIOR>                             9,900
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                           (1,565)
<ACCUMULATED-NET-GAINS>                               0
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                       (133,203)
<NET-ASSETS>                                    169,947
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                                 6,749
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                    2,199
<NET-INVESTMENT-INCOME>                           4,550
<REALIZED-GAINS-CURRENT>                              0
<APPREC-INCREASE-CURRENT>                        11,783
<NET-CHANGE-FROM-OPS>                            16,333
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                         6,574
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                           6,324
<NUMBER-OF-SHARES-REDEEMED>                         438
<SHARES-REINVESTED>                                 522
<NET-CHANGE-IN-ASSETS>                           74,244
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                             0
<OVERDISTRIB-NII-PRIOR>                          (1,630)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                            31,052
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 223,567
<AVERAGE-NET-ASSETS>                            125,488
<PER-SHARE-NAV-BEGIN>                              9.67
<PER-SHARE-NII>                                    0.43
<PER-SHARE-GAIN-APPREC>                            0.88
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.56)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               10.42
<EXPENSE-RATIO>                                    1.75
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 83
   <NAME> Lincoln Tax-Free Income, Class C
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        11,068,221
<INVESTMENTS-AT-VALUE>                       10,935,018
<RECEIVABLES>                                   239,212
<ASSETS-OTHER>                                    6,460
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               11,180,690
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        50,600
<TOTAL-LIABILITIES>                              50,600
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     11,264,858
<SHARES-COMMON-STOCK>                             1,017
<SHARES-COMMON-PRIOR>                               750
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                           (1,565)
<ACCUMULATED-NET-GAINS>                               0
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                       (133,203)
<NET-ASSETS>                                     10,384
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                                   670
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                      216
<NET-INVESTMENT-INCOME>                             454
<REALIZED-GAINS-CURRENT>                              0
<APPREC-INCREASE-CURRENT>                         1,418
<NET-CHANGE-FROM-OPS>                             1,872
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                           988
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                           2,070
<NUMBER-OF-SHARES-REDEEMED>                       1,873
<SHARES-REINVESTED>                                  70
<NET-CHANGE-IN-ASSETS>                            3,156
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                             0
<OVERDISTRIB-NII-PRIOR>                          (1,630)
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                            31,052
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 223,567
<AVERAGE-NET-ASSETS>                             12,318
<PER-SHARE-NAV-BEGIN>                              9.64
<PER-SHARE-NII>                                    0.13
<PER-SHARE-GAIN-APPREC>                            1.10
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.66)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                               10.21
<EXPENSE-RATIO>                                    1.75
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE> 6
<LEGEND>
This schedule contains summary financial information
extracted from Lincoln Advisor Funds, Inc.
form N-SAR for the period ended April 30, 1995
and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<SERIES>
   <NUMBER> 91
   <NAME> Lincoln Cashfund, Regular
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                           OCT-31-1995
<PERIOD-END>                                OCT-31-1995
<INVESTMENTS-AT-COST>                        11,434,499
<INVESTMENTS-AT-VALUE>                       11,434,499
<RECEIVABLES>                                    45,017
<ASSETS-OTHER>                                    6,087
<OTHER-ITEMS-ASSETS>                                  0
<TOTAL-ASSETS>                               11,485,603
<PAYABLE-FOR-SECURITIES>                              0
<SENIOR-LONG-TERM-DEBT>                               0
<OTHER-ITEMS-LIABILITIES>                        33,580
<TOTAL-LIABILITIES>                              33,580
<SENIOR-EQUITY>                                       0
<PAID-IN-CAPITAL-COMMON>                     11,452,023
<SHARES-COMMON-STOCK>                        11,452,023
<SHARES-COMMON-PRIOR>                        10,896,917
<ACCUMULATED-NII-CURRENT>                             0
<OVERDISTRIBUTION-NII>                                0
<ACCUMULATED-NET-GAINS>                               0
<OVERDISTRIBUTION-GAINS>                              0
<ACCUM-APPREC-OR-DEPREC>                              0
<NET-ASSETS>                                 11,452,023
<DIVIDEND-INCOME>                                     0
<INTEREST-INCOME>                               665,485
<OTHER-INCOME>                                        0
<EXPENSES-NET>                                  122,963
<NET-INVESTMENT-INCOME>                         542,522
<REALIZED-GAINS-CURRENT>                              0
<APPREC-INCREASE-CURRENT>                             0
<NET-CHANGE-FROM-OPS>                           542,522
<EQUALIZATION>                                        0
<DISTRIBUTIONS-OF-INCOME>                       542,522
<DISTRIBUTIONS-OF-GAINS>                              0
<DISTRIBUTIONS-OTHER>                                 0
<NUMBER-OF-SHARES-SOLD>                         883,280
<NUMBER-OF-SHARES-REDEEMED>                     869,006
<SHARES-REINVESTED>                             540,832
<NET-CHANGE-IN-ASSETS>                          555,106
<ACCUMULATED-NII-PRIOR>                               0
<ACCUMULATED-GAINS-PRIOR>                             0
<OVERDISTRIB-NII-PRIOR>                               0
<OVERDIST-NET-GAINS-PRIOR>                            0
<GROSS-ADVISORY-FEES>                            27,946
<INTEREST-EXPENSE>                                    0
<GROSS-EXPENSE>                                 162,057
<AVERAGE-NET-ASSETS>                         11,177,370
<PER-SHARE-NAV-BEGIN>                              1.00
<PER-SHARE-NII>                                    0.05
<PER-SHARE-GAIN-APPREC>                            0.00
<PER-SHARE-DIVIDEND>                               0.00
<PER-SHARE-DISTRIBUTIONS>                         (0.05)
<RETURNS-OF-CAPITAL>                               0.00
<PER-SHARE-NAV-END>                                1.00
<EXPENSE-RATIO>                                    1.10
<AVG-DEBT-OUTSTANDING>                                0
<AVG-DEBT-PER-SHARE>                               0.00
        

</TABLE>


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