EX-99.4.A 2 exhibit994a.htm DGEFV: EX-99(4)(a)- Agreement and Plan of Acquisition

                                                            Exhibit No. 99(4)(a)


                        AGREEMENT AND PLAN OF ACQUISITION

     THIS AGREEMENT AND PLAN OF ACQUISITION (the "Plan") is made as of this 16th
day of June,  2005, by and among: (i) Lincoln  National  Convertible  Securities
Fund, Inc.  ("Acquired Fund"), a corporation  incorporated under the laws of the
State of Maryland  and a closed-end  management  investment  company  registered
under the  Investment  Company Act of 1940, as amended  ("1940  Act"),  with its
principal place of business at One Commerce Square, Philadelphia, PA 19103; (ii)
Delaware  Group  Equity  Funds V  ("Acquiring  Trust"),  on behalf of its series
Delaware Dividend Income Fund ("Acquiring Fund"), a statutory trust formed under
the laws of the State of Delaware and an open-end management  investment company
registered  under the 1940 Act,  with its  principal  place of  business  at One
Commerce Square,  Philadelphia,  PA 19103; and (iii) Delaware Management Company
("DMC"),  a series of Delaware  Management  Business  Trust,  a statutory  trust
formed  under the laws of the State of  Delaware,  with its  principal  place of
business at One Commerce Square, Philadelphia, PA 19103.

                                 REORGANIZATION

     The reorganization  (hereinafter referred to as the "Reorganization")  will
consist of (i) the acquisition by Acquiring  Trust, on behalf of Acquiring Fund,
of  substantially  all of the property,  assets and goodwill of Acquired Fund in
exchange solely for full and fractional shares of beneficial  interest,  without
par value, of Acquiring Fund - Class A Shares  ("Acquiring  Fund Shares");  (ii)
the  distribution of Acquiring Fund Shares to the  shareholders of Acquired Fund
according to their  respective  interests in  liquidation  of Acquired Fund; and
(iii) the  dissolution  of  Acquired  Fund as soon as is  practicable  after the
closing (as defined in Section 3,  hereinafter  called the "Closing"),  all upon
and subject to the terms and conditions of this Plan hereinafter set forth.

                                    AGREEMENT

     In order to consummate the Plan and the Reorganization and in consideration
of the premises and of the covenants and agreements  hereinafter set forth,  and
intending to be legally bound, the parties hereto covenant and agree as follows:

1.   Sale and Transfer of Assets, Liquidation and Dissolution of Acquired Fund.

     (a)  Subject to the terms and  conditions of this Plan,  and in reliance on
          the  representations  and warranties of Acquiring  Trust, on behalf of
          Acquiring Fund, herein contained, and in consideration of the delivery
          by  Acquiring  Trust,  on behalf of Acquiring  Fund,  of the number of
          Acquiring Fund Shares hereinafter provided,  Acquired Fund agrees that
          it will convey,  transfer and deliver to Acquiring Trust, on behalf of
          Acquiring  Fund,  at the Closing all of Acquired  Fund's then existing
          assets,  free  and  clear  of  all  liens,   encumbrances  and  claims
          whatsoever (other than  shareholders'  rights of redemption,  if any),
          except for cash,  bank  deposits or cash  equivalent  securities in an
          estimated  amount  necessary  to:  (i) pay the costs and  expenses  of
          carrying out this Plan (including, but not limited to, fees of counsel
          and  accountants,  and  expenses of its  liquidation  and  dissolution
          contemplated hereunder), which costs and expenses shall be established
          on Acquired  Fund's books as liability  reserves;  (ii)  discharge its
          unpaid  liabilities  on its books at the  Closing  date (as defined in
          Section 3, hereinafter called the "Closing Date"),  including, but not
          limited to, its income dividends and capital gains  distributions,  if
          any,  payable for the period prior to, and  through,  the Closing Date
          and excluding those  liabilities that would otherwise be discharged at
          a later date in the ordinary  course of  business;  and (iii) pay such
          contingent liabilities as the Board of Directors of Acquired Fund (the
          "Acquired Fund Board") shall reasonably deem to exist against Acquired
          Fund,  if any, at the Closing  Date,  for which  contingent  and other
          appropriate liability reserves shall be established on Acquired Fund's
          books (hereinafter "Net Assets").  Acquired Fund shall also retain any
          and all rights  that it may have over and  against any person that may
          have arisen up to and  including  the close of business on the Closing
          Date.

     (b)  Subject to the terms and  conditions of this Plan,  and in reliance on
          the  representations and warranties of Acquired Fund herein contained,
          and in consideration of such sale, conveyance,  transfer and delivery,
          Acquiring Trust, on behalf of Acquiring Fund, agrees at the Closing to
          deliver  to  Acquired  Fund  the  number  of  Acquiring   Fund  Shares
          determined  by:  (i)  dividing  the net  asset  value per share of the
          Acquired  Fund by (ii) the net asset value per share of the  Acquiring
          Fund  Shares,  and (iii)  multiplying  the  resulting  quotient by the
          number of outstanding  Acquired Fund shares.  All such values shall be
          determined  in the  manner  and as of the time set forth in  Section 2
          hereof.

     (c)  Immediately  following  the  Closing,  Acquired  Fund  shall  effect a
          liquidating  distribution  of the  Acquiring  Fund Shares  received by
          Acquired  Fund  pursuant to this  Section 1,  together  with any other
          assets,  pro rata to Acquired Fund's  shareholders of record as of the
          close of business on the Closing Date. Such  liquidating  distribution
          shall be  accomplished by the  establishment  of accounts on the share
          records  of  Acquiring  Fund of the type and in the  amounts  due such
          shareholders  based on their  respective  holdings  as of the close of
          business on the Closing Date.  Fractional  Acquiring Fund Shares shall
          be carried to the third decimal  place.  As promptly as is practicable
          after the  Closing,  each  holder of any  outstanding  certificate  or
          certificates  representing  common stock of Acquired  Fund  ("Acquired
          Fund Shares")  shall be entitled to surrender the same to the transfer
          agent for Acquiring  Trust,  on behalf of Acquiring  Fund, in exchange
          for the number of Acquiring  Fund Shares into which the Acquired  Fund
          Shares  theretofore  represented by the certificate or certificates so
          surrendered  shall have been  converted.  Until so  surrendered,  each
          outstanding  certificate  which,  prior  to the  Closing,  represented
          Acquired  Fund  Shares  shall  be  deemed  for all  Acquiring  Trust's
          purposes to evidence  ownership of the number of Acquiring Fund Shares
          into which the Acquired  Fund Shares  (which prior to the Closing were
          represented  thereby)  have been  converted.  Promptly  following  the
          Closing and the liquidating  distribution of the Acquiring Fund Shares
          (and any  resolution of litigation or other  contingent  liabilities),
          Acquired Fund shall be dissolved.

2.   Valuation.

     (a)  The value of Acquired  Fund's Net Assets to be  acquired by  Acquiring
          Trust, on behalf of Acquiring Fund,  hereunder shall be computed as of
          4:00 p.m. Eastern time on the Closing Date in a manner consistent with
          the valuation  procedures  described in Acquired  Fund's  registration
          statement on Form N-2 dated June 19, 1986,  as such  disclosures  have
          been amended to date by any: (i)  amendments  to Acquired  Fund's Form
          N-2  filed  with the U.S.  Securities  and  Exchange  Commission  (the
          "SEC");  (ii) press  releases  issued on behalf of Acquired  Fund; and
          (iii) Acquired Fund annual or semi-annual reports sent to shareholders
          pursuant to Section 30 of the 1940 Act  (together,  the "Acquired Fund
          Disclosure Documents").

     (b)  The net asset value per Acquired Fund Share shall be determined to the
          second decimal place as of 4:00 p.m.  Eastern time on the Closing Date
          in a manner  consistent  with the  valuation  procedures  described in
          Acquired Fund's Disclosure Documents.

     (c)  The net asset value of a share of  beneficial  interest  of  Acquiring
          Fund Shares shall be determined to the second decimal place as of 4:00
          p.m. Eastern time on the Closing Date in a manner  consistent with the
          valuation procedures described in Acquiring Fund's currently effective
          prospectus.

3.   Closing Date

     The Closing Date shall be June 24, 2005,  or such later date as the parties
may mutually  agree.  The Closing  shall take place at the  principal  office of
Acquiring  Trust at 5:00 p.m.  Eastern time, on the Closing Date.  Acquired Fund
shall  have  provided  for  delivery  as of the  Closing  of those Net Assets of
Acquired Fund to be  transferred to the account of Acquiring  Fund's  custodian,
JPMorgan  Chase  Bank,  4 Chase  MetroTech  Center,  Brooklyn,  New York  11245.
Acquired Fund shall also deliver at the Closing a list of names and addresses of
the  shareholders  of record of its Acquired  Fund Shares and the number of full
and fractional shares of common stock of Acquired Fund Shares owned by each such
shareholder, indicating thereon which such shares are represented by outstanding
certificates and which by book-entry accounts,  all as of 4:00 p.m. Eastern time
on the Closing  Date,  certified by its transfer  agent or by its President or a
Vice President to the best of its or his or her knowledge and belief.  Acquiring
Trust,  on behalf of Acquiring  Fund,  shall issue and deliver a certificate  or
certificates evidencing the Acquiring Fund Shares to be delivered to the account
of  Acquired  Fund at said  transfer  agent  registered  in such  manner  as the
officers of Acquired  Fund may  request,  or provide  evidence  satisfactory  to
Acquired Fund that such Acquiring Fund Shares have been registered in an account
on the books of Acquiring  Trust, on behalf of Acquiring Fund, in such manner as
the officers of Acquired Fund may request.

4.   Representations  and Warranties by Acquiring  Trust, on Behalf of Acquiring
     Fund.

     Acquiring  Trust, on behalf of Acquiring  Fund,  represents and warrants to
Acquired Fund that:

     (a)  Acquiring  Trust is a  statutory  trust  formed  under the laws of the
          State of Delaware on December 17, 1998, and is validly  existing under
          the laws of that State.  Acquiring Trust is duly registered  under the
          1940 Act as an open-end,  management investment company and all of the
          Acquiring  Fund  Shares  sold  were  sold  pursuant  to  an  effective
          registration  statement  filed under the  Securities  Act of 1933,  as
          amended (the "1933 Act"), except for those shares sold pursuant to the
          private  offering  exemption  for the purpose of raising the  required
          initial capital.

     (b)  Acquiring  Trust is authorized to issue an unlimited  number of shares
          of  beneficial  interest of Acquiring  Fund,  without par value,  each
          outstanding  share  of which is  fully  paid,  non-assessable,  freely
          transferable and has full voting rights. Shares of beneficial interest
          of Acquiring Fund are further divided into five classes of shares,  of
          which Acquiring Fund Shares is one, and an unlimited  number of shares
          of beneficial  interest,  without par value,  have been  allocated and
          designated to Acquiring Fund Shares.

     (c)  The audited financial statements appearing in Acquiring Trust's Annual
          Report to  Shareholders  for the fiscal year ended  November 30, 2004,
          audited by Ernst &  Young, LLP, a copy of which has been delivered
          to Acquired Fund,  fairly present the financial  position of Acquiring
          Fund as of the  respective  dates  indicated  and the  results  of its
          operations  for the periods  indicated in  conformity  with  generally
          accepted accounting principles applied on a consistent basis.

     (d)  The books and records of  Acquiring  Trust  accurately  summarize  the
          accounting  data  represented  and contain no material  omissions with
          respect to the business and operations of Acquiring Fund.

     (e)  Acquiring  Trust has the necessary  power and authority to conduct its
          business as such business is now being conducted.

     (f)  Acquiring  Trust is not a party to or obligated under any provision of
          its  Declaration of Trust or its By-laws  (together,  as each has been
          amended to date, the "Acquiring Trust Documents"),  or any contract or
          any other commitment or obligation, and is not subject to any order or
          decree,  that would be violated  by its  execution  of or  performance
          under this Plan.

     (g)  Acquiring  Trust has elected to be treated as a  regulated  investment
          company  ("RIC")  for  federal  income  tax  purposes  under Part I of
          Subchapter  M of the Internal  Revenue  Code of 1986,  as amended (the
          "Code"), and it has qualified as a RIC for each taxable year since its
          inception  and  will  qualify  as a RIC as of the  Closing  Date,  and
          consummation  of the  transactions  contemplated  by the Plan will not
          cause it to fail to be qualified as a RIC as of the Closing Date.

     (h)  Acquiring Trust is not under  jurisdiction of a Court in a Title 11 or
          similar case within the meaning of Section 368(a)(3)(A) of the Code.

5.   Representations and Warranties by Acquired Fund.

     Acquired Fund represents and warrants to Acquiring Trust that:

     (a)  Acquired  Fund is a  corporation  incorporated  under  the laws of the
          State of Maryland on April 10, 1986, and is validly existing under the
          laws of that State.  Acquired Fund is duly  registered  under the 1940
          Act as a  closed-end  management  investment  company  and  all of the
          Acquired  Fund Shares  sold were sold in  compliance  in all  material
          respects with applicable registration requirements of the 1933 Act.

     (b)  Acquired  Fund is  authorized  to issue  twenty  million  (20,000,000)
          shares of common stock of Acquired  Fund,  par value $0.001 per share,
          each outstanding share of which is fully paid, non-assessable,  freely
          transferable  and has full  voting  rights.  Acquired  Fund  currently
          issues shares of one (1) class,  and it has not  designated any series
          of shares.

     (c)  The audited financial  statements  appearing in Acquired Fund's Annual
          Report to  Shareholders  for the fiscal year ended  December 31, 2004,
          audited by Ernst &  Young, LLP, a copy of which has been delivered
          to Acquiring Trust,  fairly present the financial position of Acquired
          Fund as of the  respective  dates  indicated  and the  results  of its
          operations  for the periods  indicated in  conformity  with  generally
          accepted accounting principles applied on a consistent basis.

     (d)  The books and  records  of  Acquired  Fund  accurately  summarize  the
          accounting  data  represented  and contain no material  omissions with
          respect to the business and operations of Acquired Fund.

     (e)  Acquired  Fund has the  necessary  power and  authority to conduct its
          business as such business is now being conducted.

     (f)  Acquired  Fund is not a party to or obligated  under any  provision of
          its Articles of Incorporation, as amended or supplemented from time to
          time, or its Bylaws  (together,  as each has been amended to date, the
          "Acquired  Fund  Corporate  Documents"),  or any contract or any other
          commitment or  obligation,  and is not subject to any order or decree,
          that would be violated by its execution of or  performance  under this
          Plan.

     (g)  Acquired  Fund has elected to be treated as a RIC for  federal  income
          tax  purposes  under Part I of  Subchapter  M of the Code,  and it has
          qualified as a RIC for each taxable year since its  inception and will
          qualify  as a RIC as of the  Closing  Date,  and  consummation  of the
          transactions  contemplated by the Plan will not cause it to fail to be
          qualified as a RIC as of the Closing Date.

     (h)  Acquired  Fund is not under  jurisdiction  of a Court in a Title 11 or
          similar case within the meaning of Section 368(a)(3)(A) of the Code.

6.   Representations  and  Warranties by Acquired Fund and Acquiring  Trust,  on
     Behalf of Acquiring Fund.

     Acquired  Fund and  Acquiring  Trust,  on behalf of  Acquiring  Fund,  each
represents and warrants to the other that:

     (a)  The  statement of assets and  liabilities  to be furnished by it as of
          4:00  p.m.  Eastern  time on the  Closing  Date,  for the  purpose  of
          determining  the number of Acquiring Fund Shares to be issued pursuant
          to Section 1 of this Plan, will  accurately  reflect its Net Assets in
          the case of Acquired  Fund and its net assets in the case of Acquiring
          Fund and the  outstanding  Acquired  Fund  Shares and  Acquiring  Fund
          Shares,  respectively,  as of such date, in conformity  with generally
          accepted accounting principles applied on a consistent basis.

     (b)  At the Closing,  it will have good and marketable  title to all of the
          securities  and other  assets  shown on the  statement  of assets  and
          liabilities  referred to in (a) above,  free and clear of all liens or
          encumbrances of any nature  whatsoever,  except such  imperfections of
          title or encumbrances  as do not materially  detract from the value or
          use of the assets subject thereto, or materially affect title thereto.

     (c)  Except  as  has  been  previously   disclosed  in  the  Acquired  Fund
          Disclosure  Documents  or  in  Acquiring  Fund's  currently  effective
          prospectus,  there is no material suit,  judicial action,  or legal or
          administrative  proceeding pending or threatened against Acquired Fund
          or Acquiring Fund, respectively.

     (d)  There are no known  actual or  proposed  deficiency  assessments  with
          respect to any taxes payable by it.

     (e)  The  execution,  delivery and  performance of this Plan have been duly
          authorized  by all  necessary  action  of the  Board  of  Trustees  of
          Acquiring  Trust (the  "Acquiring  Trust  Board") or the Acquired Fund
          Board,  respectively,  and this Plan  constitutes  a valid and binding
          obligation enforceable in accordance with its terms.

     (f)  It  anticipates  that the  consummation  of this  Plan  will not cause
          either  Acquired  Fund or  Acquiring  Fund to fail to  conform  to the
          requirements  of Subchapter M of the Code for federal income  taxation
          as a RIC at the end of its fiscal year.

     (g)  It has the  necessary  power and  authority to conduct its business as
          such business is now being conducted.

7.   Covenants  of Acquired  Fund and  Acquiring  Trust,  on Behalf of Acquiring
     Fund.

     (a)  Acquired Fund and Acquiring  Trust,  on behalf of Acquiring Fund, each
          covenants to operate its  respective  business as presently  conducted
          between the date hereof and the Closing.

     (b)  Acquired  Fund  undertakes  that it will not  acquire  Acquiring  Fund
          Shares for the purpose of making distributions thereof to anyone other
          than Acquired Fund's shareholders.

     (c)  Acquired Fund undertakes  that, if this Plan is  consummated,  it will
          dissolve its  corporate  existence,  file an  application  pursuant to
          Section 8(f) of the 1940 Act for an order declaring that it has ceased
          to be an investment company and take the necessary actions,  including
          making the necessary  filings,  to withdraw its shares from listing on
          those stock  exchanges on which  Acquired Fund Shares are listed as of
          the Closing Date.

     (d)  Acquired Fund and Acquiring  Trust,  on behalf of Acquiring Fund, each
          agrees that, by the Closing,  all of its federal and other tax returns
          and  reports  required by law to be filed on or before such date shall
          have been filed,  and all federal and other taxes shown as due on said
          returns shall have either been paid or had adequate liability reserves
          created for the payment of such taxes.

     (e)  At the Closing,  Acquired Fund will provide  Acquiring Trust a copy of
          the shareholder ledger accounts, certified by Acquired Fund's transfer
          agent or its  President or a Vice  President to the best of its or his
          or her knowledge and belief,  for all of the shareholders of record of
          Acquired Fund Shares as of 4:00 p.m.  Eastern time on the Closing Date
          who are to become  shareholders  of Acquiring  Fund as a result of the
          transfer of assets that is the subject of this Plan.

     (f)  Acquired  Fund  agrees to mail to each of its  shareholders  of record
          entitled to vote at the meeting of its shareholders at which action on
          this Plan is to be  considered,  in  sufficient  time to  comply  with
          requirements  as to notice  thereof,  a combined  Prospectus and Proxy
          Statement  that complies in all material  respects with the applicable
          provisions of Section 14(a) of the Securities Exchange Act of 1934, as
          amended,  and  Section  20(a)  of the  1940  Act,  and the  rules  and
          regulations, respectively, thereunder.

     (g)  Acquiring Trust, on behalf of Acquiring Fund, will file with the SEC a
          registration  statement  on Form N-14 under the 1933 Act  relating  to
          Acquiring Fund Shares  issuable  hereunder (the  "Acquiring  Fund N-14
          Registration  Statement"),  and will use its best  efforts  to provide
          that the Acquiring Fund N-14 Registration  Statement becomes effective
          as promptly as is practicable.  At the time it becomes effective,  the
          Acquiring  Fund N-14  Registration  Statement  will (i)  comply in all
          material respects with the applicable  provisions of the 1933 Act, and
          the rules and regulations promulgated thereunder; and (ii) not contain
          any untrue statement of material fact or omit to state a material fact
          required  to be stated  therein or  necessary  to make the  statements
          therein  not   misleading.   At  the  time  the  Acquiring  Fund  N-14
          Registration  Statement  becomes  effective,  at the time of  Acquired
          Fund's shareholders' meeting to consider this Plan, and at the Closing
          Date, the Prospectus and Statement of Additional  Information included
          in the Acquiring Fund N-14 Registration Statement will not contain any
          untrue  statement of a material  fact or omit to state a material fact
          necessary  to  make  the  statements  therein,  in  the  light  of the
          circumstances under which they were made, not misleading.

     (h)  Acquired Fund and Acquiring  Trust,  on behalf of Acquiring Fund, each
          agrees that, before the Closing,  it will deliver to the other party a
          copy of the  resolutions,  adopted  and  approved  by the  appropriate
          action of its Board,  certified by its President,  a Vice President or
          an   equivalent   officer  of  Acquired   Fund  or  Acquiring   Trust,
          respectively,  approving  the  imposition  by Acquiring  Trust of a 2%
          redemption  fee on those  Acquiring  Fund Shares issued as part of the
          Reorganization  pursuant to this Plan to Acquired Fund shareholders in
          exchange for their Acquired Fund Shares that are redeemed or exchanged
          out of Acquiring Fund within three (3) months after the Closing Date.

8.   Conditions  Precedent to be Fulfilled by Acquired Fund and Acquiring Trust,
     on Behalf of Acquiring Fund.

     The  consummation  of this Plan hereunder shall be subject to the following
respective conditions:

     (a)  That:  (i) all the  representations  and warranties of the other party
          contained  herein shall be true and correct as of the Closing with the
          same  effect as  though  made as of and at such  date;  (ii) the other
          party shall have performed all obligations required by this Plan to be
          performed by it prior to the Closing;  and (iii) the other party shall
          have delivered to such party a certificate signed by its President,  a
          Vice President or an equivalent officer to the foregoing effect.

     (b)  That each party shall have  delivered to the other party a copy of the
          resolutions approving the Plan adopted and approved by the appropriate
          action  of the  Acquired  Fund  Board or  Acquiring  Trust  Board,  as
          appropriate,  certified  by  its  President,  a Vice  President  or an
          equivalent officer of Acquired Fund or Acquiring Trust, respectively.

     (c)  That the SEC shall not have issued an  unfavorable  management  report
          under  Section  25(b) of the 1940 Act or  instituted  or threatened to
          institute any proceeding  seeking to enjoin  consummation  of the Plan
          under  Section 25(c) of the 1940 Act.  And,  further,  no other legal,
          administrative  or other  proceeding  shall  have been  instituted  or
          threatened  that would  materially  affect the financial  condition of
          either party or would prohibit the transactions contemplated hereby.

     (d)  That this Plan and the Reorganization  contemplated  hereby shall have
          been   adopted  and  approved  by  the   appropriate   action  of  the
          shareholders  of Acquired Fund at an annual or special  meeting or any
          adjournment thereof.

     (e)  That a  distribution  or  distributions  shall have been  declared for
          Acquired  Fund  prior to the  Closing  Date  that,  together  with all
          previous  distributions,  shall have the effect of distributing to its
          shareholders  (i) all of its  ordinary  income and all of its  capital
          gain net  income,  if any,  for the period  from the close of its last
          fiscal year to 4:00 p.m.  Eastern time on the Closing  Date;  and (ii)
          any undistributed ordinary income and capital gain net income from any
          period to the extent not otherwise declared for distribution.  Capital
          gain net income has the meaning given such term by Section  1222(a) of
          the Code.

     (f)  That there shall be delivered to Acquired Fund and Acquiring  Trust an
          opinion from  Stradley  Ronon  Stevens &  Young,  LLP,  counsel to
          Acquired Fund and Acquiring  Trust,  to the effect that,  provided the
          acquisition contemplated hereby is carried out in accordance with this
          Plan and the laws of the State of Maryland  and the State of Delaware,
          and based upon  certificates  of the  officers  of  Acquired  Fund and
          Acquiring Trust with regard to matters of fact:

          (1)  The acquisition by Acquiring  Trust, on behalf of Acquiring Fund,
               of substantially  all the assets of Acquired Fund as provided for
               herein in exchange  for  Acquiring  Fund  Shares  followed by the
               distribution  by Acquired Fund to its  shareholders  of Acquiring
               Fund Shares in complete liquidation of Acquired Fund will qualify
               as a  reorganization  within the meaning of Section  368(a)(1) of
               the Code,  and Acquired  Fund and Acquiring  Trust,  on behalf of
               Acquiring  Fund,  will  each be a "party  to the  reorganization"
               within the meaning of Section 368(b) of the Code;

          (2)  No gain or loss  will be  recognized  by  Acquired  Fund upon the
               transfer of substantially  all of its assets to Acquiring Fund in
               exchange  solely for voting  shares of Acquiring  Fund  (Sections
               361(a) and 357(a) of the Code);

          (3)  No gain or loss will be  recognized  by  Acquiring  Fund upon the
               receipt of  substantially  all of the assets of Acquired  Fund in
               exchange  solely for voting  shares of  Acquiring  Fund  (Section
               1032(a) of the Code);

          (4)  No gain or loss  will be  recognized  by  Acquired  Fund upon the
               distribution  of  Acquiring  Fund Shares to its  shareholders  in
               liquidation  of Acquired Fund (in pursuance of the Plan) (Section
               361(c)(1) of the Code);

          (5)  The basis of the assets of Acquired  Fund  received by  Acquiring
               Fund  will be the same as the basis of such  assets  to  Acquired
               Fund immediately prior to the  Reorganization  (Section 362(b) of
               the Code);

          (6)  The  holding  period of the assets of Acquired  Fund  received by
               Acquiring  Fund will include the period  during which such assets
               were held by Acquired Fund (Section 1223(2) of the Code);

          (7)  No  gain  or  loss  will be  recognized  to the  shareholders  of
               Acquired  Fund upon the exchange of their shares in Acquired Fund
               for voting shares of Acquiring Fund,  including fractional shares
               to which they may be entitled (Section 354(a) of the Code);

          (8)  The basis of Acquiring Fund Shares  received by the  shareholders
               of Acquired  Fund shall be the same as the basis of the  Acquired
               Fund Shares exchanged therefor (Section 358(a)(1) of the Code);

          (9)  The  holding  period  of  Acquiring   Fund  Shares   received  by
               shareholders  of Acquired Fund  (including  fractional  shares to
               which they may be entitled)  will  include the holding  period of
               the  Acquired  Fund  Shares  surrendered  in  exchange  therefor,
               provided  that the  Acquired  Fund  Shares were held as a capital
               asset on the effective date of the exchange  (Section  1223(1) of
               the Code); and

          (10) Acquiring  Fund will  succeed to and take into  account as of the
               date of the transfer (as defined in Section  1.381(b)-1(b) of the
               regulations  issued  by the  United  States  Treasury  ("Treasury
               Regulations"))  the items of Acquired  Fund  described in Section
               381(c) of the Code,  subject to the  conditions  and  limitations
               specified in Sections  381,  382, 383 and 384 of the Code and the
               Treasury Regulations.

     (g)  That there shall be delivered  to  Acquiring  Trust an opinion in form
          and substance  satisfactory  to it from  Stradley  Ronon Stevens &
          Young,  LLP, counsel to Acquired Fund, to the effect that,  subject in
          all respects to the effects of bankruptcy, insolvency, reorganization,
          moratorium,  fraudulent  conveyance  and other  laws now or  hereafter
          affecting generally the enforcement of creditors' rights:

          (1)  Acquired Fund is a corporation incorporated under the laws of the
               State of Maryland on April 10,  1986,  and is a validly  existing
               corporation and in good standing under the laws of that state;

          (2)  Acquired Fund is authorized to issue twenty million  (20,000,000)
               shares of common stock, par value $0.001 per share. Acquired Fund
               currently  issues  shares  of  one  (1)  class  and  it  has  not
               designated any series of shares. Assuming that the initial shares
               of common stock of Acquired Fund were issued in  accordance  with
               the 1940 Act and the Acquired Fund Corporate Documents,  and that
               all other  outstanding  shares of Acquired Fund were sold, issued
               and  paid  for  in  compliance  in  all  material  respects  with
               applicable  registration  requirements of the 1933 Act, each such
               outstanding   share  is  fully   paid,   non-assessable,   freely
               transferable  and has full voting rights in  accordance  with the
               terms of the Acquired Fund Corporate Documents;

          (3)  Acquired  Fund  is  a  closed-end   investment   company  of  the
               management type registered as such under the 1940 Act;

          (4)  Except as disclosed in the Acquired  Fund  Disclosure  Documents,
               such counsel does not know of any material suit,  action or legal
               or  administrative   proceeding  pending  or  threatened  against
               Acquired Fund, the unfavorable  outcome of which would materially
               and adversely affect Acquired Fund;

          (5)  All  corporate  actions  required to be taken by Acquired Fund to
               authorize this Plan and to effect the Reorganization contemplated
               hereby have been duly  authorized by all necessary  action on the
               part of Acquired Fund; and

          (6)  The  execution,  delivery or performance of this Plan by Acquired
               Fund  will  not  violate  any  provision  of  the  Acquired  Fund
               Corporate Documents,  or the provisions of any agreement or other
               instrument  known to such  counsel  to which  Acquired  Fund is a
               party or by which Acquired Fund is otherwise bound;  this Plan is
               the legal,  valid and binding  obligation of Acquired Fund and is
               enforceable against Acquired Fund in accordance with its terms.

          In giving the opinions set forth above, this counsel may state that it
          is relying on  certificates  of the  officers  of  Acquired  Fund with
          regard to matters of fact,  and  certain  certifications  and  written
          statements of governmental officials with respect to the good standing
          of Acquired Fund.

     (h)  That there shall be delivered to Acquired  Fund an opinion in form and
          substance  satisfactory to it from Stradley Ronon Stevens & Young,
          LLP,  counsel to Acquiring  Trust, to the effect that,  subject in all
          respects to the  effects of  bankruptcy,  insolvency,  reorganization,
          moratorium,  fraudulent  conveyance  and other  laws now or  hereafter
          affecting generally the enforcement of creditors' rights:

          (1)  Acquiring Trust is a statutory trust formed under the laws of the
               State of Delaware on December 17, 1998 and is a validly  existing
               statutory  trust  and in good  standing  under  the  laws of that
               State;

          (2)  Acquiring  Trust is  authorized  to issue an unlimited  number of
               shares of  beneficial  interest of  Acquiring  Fund,  without par
               value.  Shares  of  beneficial  interest  of  Acquiring  Fund are
               further  divided into five classes of shares,  of which Acquiring
               Fund  Shares  is  one,  and an  unlimited  number  of  shares  of
               beneficial  interest,  without par value,  has been allocated and
               designated  to Acquiring  Fund Shares.  Assuming that the initial
               Acquiring  Fund  Shares of  beneficial  interest  were  issued in
               accordance  in all  material  respects  with the 1940 Act and the
               Acquiring Trust Documents,  and that all other outstanding shares
               of Acquiring Fund were sold, issued and paid for in accordance in
               all  material   respects  with  the  terms  of  Acquiring  Fund's
               prospectus  in  effect  at the  time of  such  sales,  each  such
               outstanding   share  is  fully   paid,   non-assessable,   freely
               transferable  and has full voting rights in  accordance  with the
               terms of the Acquiring Trust Documents;

          (3)  Acquiring  Trust  is  an  open-end   investment  company  of  the
               management type registered as such under the 1940 Act;

          (4)  Except as  disclosed  in  Acquiring  Fund's  currently  effective
               prospectus,  such  counsel  does not know of any  material  suit,
               action  or  legal  or   administrative   proceeding   pending  or
               threatened  against  Acquiring Trust, the unfavorable  outcome of
               which would materially and adversely affect Acquiring Fund;

          (5)  Acquiring Fund Shares to be issued  pursuant to the terms of this
               Plan have been duly  authorized and, when issued and delivered as
               provided in this Plan,  will have been  validly  issued and fully
               paid and will be non-assessable by Acquiring Trust;

          (6)  All trust  actions  required  to be taken by  Acquiring  Trust to
               authorize this Plan and to effect the Reorganization contemplated
               hereby have been duly  authorized by all necessary  action on the
               part of Acquiring Trust;

          (7)  The execution,  delivery or performance of this Plan by Acquiring
               Trust,  on  behalf  of  Acquiring  Fund,  will  not  violate  any
               provision of the Acquiring Trust Documents,  or the provisions of
               any agreement or other  instrument known to such counsel to which
               Acquiring  Trust,  on behalf of Acquiring  Fund, is a party or by
               which Acquiring  Trust, on behalf of Acquiring Fund, is otherwise
               bound;  this Plan is the legal,  valid and binding  obligation of
               Acquiring  Trust, on behalf of Acquiring Fund, and is enforceable
               against   Acquiring  Trust,  on  behalf  of  Acquiring  Fund,  in
               accordance with its terms; and

          (8)  The Acquiring Fund N-14 Registration  Statement has been declared
               or, by operation  of rule,  has become  effective  under the 1933
               Act, and, to the best  knowledge of such  counsel,  no stop order
               suspending the effectiveness of such  Registration  Statement has
               been  issued,  and no  proceedings  for such  purpose  have  been
               instituted  or are pending  before or threatened by the SEC under
               the 1933 Act,  and nothing has come to counsel's  attention  that
               causes it to believe that,  at the time the  Acquiring  Fund N-14
               Registration Statement became effective,  or at the Closing, such
               Registration  Statement (except for the financial  statements and
               other  financial and  statistical  data included  therein,  as to
               which counsel need not express an opinion),  contained any untrue
               statement of a material  fact or omitted to state a material fact
               required to be stated therein or necessary to make the statements
               therein not  misleading;  and such  counsel  knows of no legal or
               government  proceedings required to be described in the Acquiring
               Fund N-14 Registration  Statement, or of any contract or document
               of a character  required to be  described in the  Acquiring  Fund
               N-14 Registration Statement that is not described as required.

          In giving the opinions set forth above, this counsel may state that it
          is relying on  certificates  of the officers of  Acquiring  Trust with
          regard to matters of fact,  and  certain  certifications  and  written
          statements of governmental officials with respect to the good standing
          of Acquiring Trust.

     (i)  That  Acquired  Fund  shall  have  received  a  certificate  from  the
          President or a Vice  President of Acquiring  Trust to the effect that,
          to the best  knowledge  and  belief of such  officer,  the  statements
          contained in the Acquiring Fund N-14  Registration  Statement,  at the
          time the Acquiring Fund N-14 Registration  Statement became effective,
          at the date of the signing of this Plan,  and at the Closing,  did not
          contain  any untrue  statement  of a material  fact or omit to state a
          material fact  required to be stated  therein or necessary to make the
          statements therein not misleading.

     (j)  That the Acquiring  Fund N-14  Registration  Statement with respect to
          Acquiring Fund Shares to be delivered to Acquired Fund's  shareholders
          in accordance with this Plan shall have become effective,  and no stop
          order  suspending  the   effectiveness  of  the  Acquiring  Fund  N-14
          Registration  Statement or any amendment or supplement thereto,  shall
          have been issued  prior to the  Closing  Date or shall be in effect at
          Closing, and no proceedings for the issuance of such an order shall be
          pending or threatened on that date.

     (k)  That Acquiring Fund Shares to be delivered hereunder shall be eligible
          for sale  with  each  state  commission  or  agency  with  which  such
          eligibility  is  required  in order to permit  Acquiring  Fund  Shares
          lawfully to be delivered to each holder of Acquired Fund Shares.

     (l)  That, at the Closing,  there shall be transferred to Acquiring  Trust,
          on behalf of Acquiring  Fund,  aggregate  Net Assets of Acquired  Fund
          comprising  at least 90% in fair market  value of the total net assets
          and 70% of the fair market value of the total gross assets recorded on
          the books of Acquired Fund on the Closing Date.

     (m)  That there be delivered to Acquiring Trust information  concerning the
          tax basis of Acquired Fund in all securities  transferred to Acquiring
          Trust,  on  behalf  of  Acquiring  Fund,   together  with  shareholder
          information including the names, addresses and taxpayer identification
          numbers of the  shareholders  of Acquired Fund as of the Closing Date,
          the  number  of  shares  held  by  each   shareholder,   the  dividend
          reinvestment elections applicable to each shareholder,  and the backup
          withholding and nonresident alien withholding certifications,  notices
          or  records  on  file  with   Acquired   Fund  with  respect  to  each
          shareholder.

     (n)  That all consents of other parties, and all other consents, orders and
          permits of federal,  state and local regulatory authorities (including
          those  of the  SEC  and of  state  Blue  Sky  securities  authorities,
          including any necessary "no-action" positions or exemptive orders from
          such federal and state  authorities),  required to permit consummation
          of the  Reorganization  contemplated  hereby shall have been obtained,
          except where failure to obtain any such consent, order or permit would
          not  involve a risk of a  material  adverse  effect  on the  assets or
          properties of Acquired Fund or Acquiring Fund.

9.   Fees and Expenses; Indemnification of Acquired Fund Directors.

     (a)  Acquired Fund and Acquiring  Trust,  on behalf of Acquiring Fund, each
          represents  and  warrants  to the  other  that  there are no broker or
          finders'  fees  payable  by it in  connection  with  the  transactions
          provided for herein.

     (b)  The expenses of entering into and carrying out the  provisions of this
          Plan shall be borne 33.33% by Acquiring Fund,  33.33% by Acquired Fund
          and 33.34% by DMC.

     (c)  DMC will,  at its  expense,  maintain  in full  force and effect for a
          period  of at least  three  years  from the  Closing  Date one or more
          directors  and  officers  errors  and  omissions  liability  insurance
          policies   ("D&O/E&O   insurance   policies")   which  provide
          liability  insurance  coverage to all of the then current Directors of
          the  Acquired  Fund on the Closing Date in an amount at least equal to
          $3,000,000.

     (d)  DMC shall  indemnify each person serving as a Director of the Acquired
          Fund on the Closing Date to the fullest extent  consistent  with state
          law and the 1940 Act. Without  limitation of the foregoing,  DMC shall
          indemnify  each such person who was or is a party or is  threatened to
          be made a party to any  proceedings,  by  reason  of  alleged  acts or
          omissions  within the scope of his or her service as a Director of the
          Acquired Fund, against judgments,  fines,  penalties,  settlements and
          reasonable expenses (including attorneys' fees and any amount relating
          to a settlement)  actually  incurred by him or her in connection  with
          such  proceeding to the maximum extent  consistent  with state law and
          the 1940 Act.

10.  Termination; Postponement; Waiver; Order.

     (a)  Anything contained in this Plan to the contrary notwithstanding,  this
          Plan may be terminated  and the  Reorganization  abandoned at any time
          (whether  before or after  approval  thereof  by the  shareholders  of
          Acquired  Fund) prior to the Closing,  or the Closing may be postponed
          as follows:

          (1)  by mutual consent of Acquired Fund and Acquiring Trust;

          (2)  by Acquiring  Trust if any condition of its obligations set forth
               in Section 8 has not been fulfilled or waived; or

          (3)  by Acquired Fund if any condition of its obligations set forth in
               Section 8 has not been fulfilled or waived.

          An election by Acquired Fund or Acquiring Trust to terminate this Plan
          and to abandon the  Reorganization  shall be exercised by the Acquired
          Fund Board or the Acquiring Trust Board, respectively.

     (b)  If  the   transactions   contemplated  by  this  Plan  have  not  been
          consummated  by  December  31,  2005,  the  Plan  shall  automatically
          terminate  on that date,  unless a later date is agreed to by both the
          Acquired Fund Board and the Acquiring Trust Board.

     (c)  In the event of  termination  of this Plan pursuant to the  provisions
          hereof,  the Plan shall  become void and have no further  effect,  and
          neither  Acquired  Fund  nor  Acquiring  Trust,  nor  their  trustees,
          directors,  officers or agents or the shareholders of Acquired Fund or
          Acquiring Trust shall have any liability in respect of this Plan.

     (d)  At any time prior to the Closing,  any of the terms or  conditions  of
          this Plan may be waived by the party who is  entitled  to the  benefit
          thereof by action taken by the Acquiring  Trust Board or Acquired Fund
          Board,  as the case may be, if, in the  judgment of such  Board,  such
          action  or  waiver  will not have a  material  adverse  effect  on the
          benefits  intended under this Plan to its  shareholders,  on behalf of
          whom such action is taken.

     (e)  The respective  representations and warranties contained in Sections 4
          through  6  hereof  shall  expire  with  and  be   terminated  by  the
          Reorganization, and neither Acquired Fund nor Acquiring Trust, nor any
          of their officers,  trustees,  directors, agents or shareholders shall
          have any liability with respect to such  representations or warranties
          after the  Closing.  This  provision  shall not protect  any  officer,
          trustee,  director, agent or shareholder of Acquired Fund or Acquiring
          Trust  against  any  liability  to the entity for which that  officer,
          trustee, director, agent or shareholder so acts or to its shareholders
          to which that officer,  trustee,  director, agent or shareholder would
          otherwise  be  subject by reason of  willful  misfeasance,  bad faith,
          gross negligence or reckless disregard of the duties in the conduct of
          such office.

     (f)  If any order or orders of the SEC with  respect  to this Plan shall be
          issued prior to the Closing and shall  impose any terms or  conditions
          that are  determined  by action  of the  Acquired  Fund  Board and the
          Acquiring  Trust  Board to be  acceptable,  such terms and  conditions
          shall be binding  as if a part of this Plan  without  further  vote or
          approval of the  shareholders of Acquired Fund,  unless such terms and
          conditions  shall  result in a change in the method of  computing  the
          number of Acquiring Fund Shares to be issued to Acquired Fund in which
          event,  unless such terms and  conditions  shall have been included in
          the proxy  solicitation  material  furnished  to the  shareholders  of
          Acquired  Fund  prior  to  the  meeting  at  which  the   transactions
          contemplated  by this Plan shall have been  approved,  this Plan shall
          not be  consummated  and shall  terminate  unless  Acquired Fund shall
          promptly  call a special  meeting  of its  shareholders  at which such
          conditions so imposed shall be submitted for approval.

11.  Entire Agreement and Amendments.

     This Plan embodies the entire  agreement  between the parties and there are
no  agreements,  understandings,  restrictions  or  warranties  relating  to the
transactions  contemplated  by this Plan other  than  those set forth  herein or
herein  provided  for.  This Plan may be amended  only by mutual  consent of the
parties in writing.  Neither this Plan nor any  interest  herein may be assigned
without the prior written consent of the other parties.

12.  Counterparts.

     This Plan may be  executed  in any  number of  counterparts,  each of which
shall be deemed to be an  original,  but all such  counterparts  together  shall
constitute but one instrument.

13.  Notices.

     (a)  Any notice, report or demand required or permitted by any provision of
          this Plan shall be in  writing  and shall be deemed to have been given
          to Acquired Fund if delivered or mailed,  first class postage prepaid,
          addressed to Lincoln  National  Convertible  Securities Fund, Inc., at
          One Commerce Square, Philadelphia, PA 19103, Attention: Secretary.

     (b)  Any notice, report or demand required or permitted by any provision of
          this Plan shall be in  writing  and shall be deemed to have been given
          to  Acquiring  Trust if  delivered  or  mailed,  first  class  postage
          prepaid,  addressed to Delaware  Group Equity Funds V, at One Commerce
          Square, Philadelphia, PA 19103, Attention: Secretary.

14.  Governing Law.

     This Plan shall be governed by and carried out in accordance  with the laws
of the State of Delaware.

           [The remainder of this page was intentionally left blank.]





     IN WITNESS WHEREOF,  Acquired Fund, Acquiring Trust, on behalf of Acquiring
Fund,  and DMC have each  caused  this Plan to be  executed on its behalf by its
duly authorized officers, all as of the date and year first-above written.

                                         LINCOLN NATIONAL CONVERTIBLE
                                         SECURITIES FUND, INC.



Attest:  /s/ David F. Connor             By:  /s/ Patrick P. Coyne
         Name:  David F. Connor               Name:  Patrick P. Coyne
         Title:  Secretary                    Title:  President


                                         DELAWARE GROUP EQUITY FUNDS V,
                                         on behalf of Delaware Dividend
                                         Income Fund



Attest:  /s/ David F. Connor             By:  /s/ Michael P. Bishof
         Name:  David F. Connor               Name:  Michael P. Bishof
         Title:  Assistant Secretary          Title:  Senior Vice President /
                                                      Chief Financial Officer

                                         DELAWARE MANAGEMENT COMPANY,
                                         a series of Delaware
                                         Management Business Trust



Attest:  /s/ David F. Connor             By:  /s/ Patrick P. Coyne
         Name:  David F. Connor               Name:  Patrick P. Coyne
         Title:  Assistant Secretary          Title:  Executive Vice President