SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant / /
Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Under Rule 14a-12

LINCOLN NATIONAL CONVERTIBLE SECURITIES FUND, INC.
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(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

1) Title of each class of securities to which transaction applies:

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2) Aggregate number of securities to which transaction applies:

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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):

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4) Proposed maximum aggregate value of transaction:

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5) Total fee paid:

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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.

1) Amount Previously Paid:

___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:

___________________________________________________________________________
3) Filing Party:

___________________________________________________________________________
4) Date Filed:

___________________________________________________________________________

LINCOLN NATIONAL CONVERTIBLE SECURITIES FUND, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS:

The Annual Meeting of Stockholders of LINCOLN NATIONAL CONVERTIBLE
SECURITIES FUND, INC. (the "Fund") will be held at the offices of Delaware
Investments, Two Commerce Square, 2001 Market Street, 2nd Floor, Philadelphia,
Pennsylvania, on Thursday, June 12, 2003 at 10:00 a.m. (EDT), for the following
purposes.

1. To elect seven Directors for the Fund to hold office until their
successors are elected and qualified.

2. To transact such other business as may properly come before the
Annual Meeting or any adjournments thereof.

Stockholders of record at the close of business on May 1, 2003 are
entitled to notice of and to vote at the Annual Meeting.

By order of the Board of Directors.

David F. Connor
-------------------
David F. Connor
Secretary

May 8, 2003

YOUR VOTE IS IMPORTANT

TO SECURE THE LARGEST POSSIBLE REPRESENTATION AND AVOID THE
ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, PLEASE MARK
PREFERENCES, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE.

LINCOLN NATIONAL CONVERTIBLE SECURITIES FUND, INC.

ONE COMMERCE SQUARE
2005 MARKET STREET
PHILADELPHIA, PENNSYLVANIA 19103

PROXY STATEMENT
Annual Meeting of Stockholders to be held June 12, 2003

The Board of Directors of Lincoln National Convertible Securities Fund,
Inc. (the "Fund") is soliciting proxies for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held on June 12, 2003 at 10:00 a.m.
(EDT) at the offices of Delaware Investments, Two Commerce Square, 2001 Market
Street, 2nd Floor, Philadelphia, Pennsylvania, or at any adjournment of that
meeting.

The Fund's most recent annual report was previously mailed to
shareholders. The Fund will furnish, without charge, a copy of its annual report
to a stockholder upon request made to Delaware Service Company, Inc. ("DSC"),
the Fund's administrator, One Commerce Square, 2005 Market Street, Philadelphia,
Pennsylvania 19103, or by calling 1-800-523-1918.

The purpose of the Annual Meeting is to consider the Proposal listed on
the accompanying Notice. The Board of Directors of the Fund urges you to
complete, sign, date and mail promptly the Proxy Card (or Cards) included with
the Proxy Statement, whether or not you intend to be present at the Annual
Meeting. It is important that you provide voting instructions promptly to help
ensure a quorum for the Annual Meeting. A proxy may be revoked at any time
before it is voted by submission to the Fund of a later dated proxy, by notice
in writing to the Fund, or by the stockholder's attendance and vote at the
Annual Meeting. If your shares are held in the name of your broker, you will
have to make arrangements with your broker to revoke any previously executed
proxy. If the proxy is not revoked, the shares represented by such proxy will be
voted according to the instructions on the Proxy Card or, if not marked, the
proxies will vote "FOR" the election of the nominees to the Board. The proxies
will also be authorized to vote in their discretion on any other matter which
may properly come before the Annual Meeting. If you sign and return a Proxy
Card, you may still attend the Annual Meeting and vote your shares in person. If
your shares are held of record by a broker and you wish to vote in person at the
Annual Meeting, you should obtain a Legal Proxy from your broker of record and
present it at the Annual Meeting.

Abstentions will be included for purposes of determining whether a
quorum is present for the Fund at the Annual Meeting. They will be treated as
votes present at the Annual Meeting, but will not be treated as votes cast. They
therefore would have no effect on the election of Directors which requires a
plurality of votes cast. Because the Proposal presented is considered to be a
"routine" voting item, the Fund does not expect to recognize broker non-votes.
Broker non-votes are shares held in street name for which the broker indicates
that instructions have not been received from the beneficial owners entitled to
vote and the broker does not have discretionary voting authority.

In the event that a quorum is not present, or if sufficient votes are
not received for the adoption of a Proposal, management may propose an
adjournment or adjournments of the Annual Meeting. Any adjournment would require
a vote in favor of the adjournment by the holders of a majority of the shares
present at the Annual Meeting in person or by proxy. In such circumstances, the
persons named as proxies will vote in favor of any proposed adjournment.

Stockholders of record at the close of business on May 1, 2003 will be
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof. On that date, the Fund had 5,826,725 shares of Common Stock outstanding
and entitled to vote. Each share of Common Stock will be entitled to one vote at
the Annual Meeting.

This Proxy Statement and accompanying Proxy Card are being mailed on or
about May 8 2003. The cost of this proxy solicitation will be borne by the Fund.
The solicitation of proxies will be largely by mail but may include telephonic,
telegraphic or other electronic means, or by personal contacts by Directors and
officers of the Fund or regular employees of the Fund's investment adviser (the
"Adviser") and its affiliates, and/or employees of DSC or employees of the
Fund's stock transfer agent, Mellon Investor Services LLC. The Fund's Adviser is
Delaware Management Company, a series of Delaware Management Business Trust, One
Commerce Square, 2005 Market Street, Philadelphia, PA 19103.

ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

At the Annual Meeting, stockholders of the Fund will vote to elect
seven Directors to hold office until the 2004 annual meeting and their
successors are elected and qualified.

Except as otherwise directed on the Proxy Card, the persons named as
proxies will vote "FOR" the election of the nominees for Directors listed below.
Each of the nominees has consented to be a nominee and to serve as a Director if
elected. In the event that any of the nominees should become unavailable for
election as a Director, the persons named in the accompanying proxy intend to
vote for such substitute as the Board of Directors of the Fund may select.

Required Vote. Under Maryland law, the nominees receiving a plurality
of the votes cast at the Annual Meeting will be elected.

INFORMATION ON THE BOARD OF DIRECTORS

Principal Number of Other
Name, Position(s) Occupation(s) Portfolios in Fund Directorships
Address Held with Length of Time During Complex* Overseen Held by
and Birthdate Registrant Served Past 5 Years by Director Director
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Interested Directors

David K. Downes(1) President, 2 Years - Executive Vice President, Chief 2 President and
2005 Market Street and Director Operating Officer and Director/Trustee of
Philadelphia, PA Chief Financial Officer, 33 investment
19103 Delaware Management Company; companies in
Chairman, President and the Delaware
January 8, 1940 Chief Executive Officer, Delaware Investments family
Service Company, Inc.; of funds
Mr. Downes has served in
various executive capacities Director/President,
at different times at Lincoln National
Delaware Investments. Income Fund, Inc.

Richard M. Burridge, Sr.(2) Director 18 Years Vice President, 2 Director, Lincoln
1 North Wacker Drive UBS/PaineWebber National Income
Suite 2500 (since 2000); Fund, Inc.
Chicago, IL 60606 Chairman,
The Burridge Group, Inc
March 19, 1929 (1996-2000).

H. Thomas McMeekin(3) Director 13 Years Managing Director, 2 Director, Lincoln
180 N. Stetson Street Prudential Investment Management National Income
Suite 5600 (since 2001); Managing Partner, Fund, Inc.
Chicago, IL 60601 Griffin Investments (since 2000);
Executive Vice President and
June 17, 1953 Chief Investment Officer -
Fixed Income,

Delaware Investments (1999-2000);
President and Director, Lincoln
Investment Management, Inc.,
Executive Vice President and
Chief Investment Officer,
Lincoln National Corporation
(until 2000).

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* The Fund Complex is comprised of the Fund and Lincoln National Income Fund,
Inc.
(1) Mr. Downes is considered to be an "interested director" because he is an
executive officer of the Fund's Adviser and accounting service provider. Mr.
Downes acquired shares of common stock of Lincoln National Corporation (LNC), of
which the Adviser is a wholly-owned subsidiary, in the ordinary course of
business during 2002, but those transactions involved substantially less than 1%
of the outstanding shares of common stock of LNC.
(2) Mr. Burridge is considered to be an "interested director" by virtue of his
affiliation with a registered broker-dealer.
(3) Mr. McMeekin is considered to be an "interested director" because prior to
July 2000 he was an executive officer of Delaware Investments and Lincoln
National Corporation (LNC), of which the Fund's Adviser is a wholly-owned
subsidary. In addition, Mr. McMeekin currently owns shares of LNC and is
affiliated with a registered broker-dealer.

Independent Directors

Thomas L. Bindley Director 5 Years President, Bindley 2 Director, Midas, Inc.
707 Skokie Boulevard Capital Corporation and Lincoln National
Suite 600 (since 1998); Income Fund, Inc.
Northbrook, IL 60062 Executive Vice President
and Chief Financial Officer,
November 8, 1943 Whitman Corporation
(until 1998).

Adela Cepeda Director 11 Years President, 2 Commissioner,
Suite 2100 A.C. Advisory, Inc. Chicago Public
70 W. Madison Street (since 1995). Building
Chicago, IL 60602 Commission;
Director, Harvard
April 30, 1958 Club of Chicago,
Fort Dearborn
Income Securities,
Inc., Lincoln National
Income Fund, Inc.,
Chicago Community
Trust,
Amalgamated Bank
of Chicago and
Amalga Trust Co.,
Inc.

Roger J. Deshaies Director 11 Years Senior Vice President - 2 Director, Partners
Executive Offices Finance, Brigham & Health System and
PBB-Admin. 4 Women's Hospital Lincoln National
c/o Receiving (since 1998); Income Fund, Inc.
29 Shattuck Street Senior Vice President -
Boston, MA 02115 Finance, Parkview Health
System (until 1998).
August 5, 1949

Daniel R. Toll Director 18 Years President, Heller 2 Director, Lincoln
560 Green Bay Road International Corporation National Income
Suite 300 (until 1984). Fund, Inc.
Winnetka, IL 60093

December 3, 1927

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* The Fund Complex is comprised of the Fund and Lincoln National Income Fund,
Inc.

As of May 1, 2003, the Directors and officers of the Fund as a group
beneficially owned 20,472 shares of the Fund, representing less than 1% of the
shares of Common Stock outstanding of the Fund. The table below sets forth
information on each Director's ownership of shares in the Fund and in the Fund
Complex.

Aggregate Dollar
Range of Equity
Common Stock Securities in All
Beneficially Owned Dollar Range of Equity Funds Overseen by
Name of Director At May 1, 2003* Securities in the Fund Director in Fund Complex**
----------------- -------------------- ----------------------- --------------------------
Interested Directors

Richard M. Burridge, Sr. 5,923 $50,001 - $100,000 over $100,000
David K. Downes 1,000 $10,001 - $50,000 $10,001 - $50,000
H. Thomas McMeekin 1,437 $10,001 - $50,000 $50,001 - $100,000

Independent Directors

Thomas L. Bindley 5,000 $50,001 - $100,000 over $100,000
Adela Cepeda 3,795 $50,001 - $100,000 over $100,000
Roger J. Deshaies 2,317 $10,001 - $50,000 $50,001 - $100,000
Daniel R. Toll 1,000 $10,001 - $50,000 $50,001 - $100,000

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* Each Director has sole voting and investment authority over the shares shown
except as follows. The Fund shares listed for Mr. Deshaies include 1,530
shares held in trust.
** The Fund Complex is comprised of the Fund and Lincoln National Income Fund,
Inc.

The members of the Nominating, Audit and Joint Transaction Committees
consist of all of the Directors except Messrs. Burridge, Downes and McMeekin
who, as noted above, are "interested persons" of the Fund. The Nominating
Committee recommends nominees for Directors and officers for consideration by
the full Board of the Fund. The Nominating Committee will consider suggestions
for nominees for the Board of Directors of the Fund, if suggestions are
accompanied by detailed biographical data and sent to the Secretary of the Fund
by the date set forth under "Date for Stockholder Proposals" below, though the
Nominating Committee is not currently soliciting such suggestions. The Audit
Committee makes recommendations to the full Board of the Fund with respect to
the engagement of independent auditors and reviews with the independent auditors
the plan and results of the audit engagement and matters having a material
effect upon the Fund's financial operations. Pursuant to an exemptive order
granted by the Securities and Exchange Commission, the Joint Transaction
Committee is responsible for reviewing any investments in private placement
securities by the Fund in which affiliates of the Adviser are also investing.
The Board of Directors of the Fund met nine times during the year ended December
31, 2002. In addition, the Audit and Nominating Committees of the Fund met three
times and twice, respectively.

During the year ended December 31, 2002, all of the current Directors
attended 75% or more of the aggregate meetings of the Board of Directors and the
Board committees of which such Directors were members and were eligible to
attend.

The executive officers of the Fund, other than those shown above, are:
David F. Connor (39), Secretary since 2000; and Michael P. Bishof (40),
Treasurer since 2000. In addition, Damon J. Andres (33) has been a Vice
President of the Fund since April 2003. Mr. Andres has been Portfolio Manager
and Vice President of the Fund's Adviser since 1994. Mr. Bishof is a Senior Vice
President / Investment Accounting of Delaware Service Company, Inc., the Fund's
administrator. The executive officers of the Fund are elected annually by the
Fund's Board of Directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
EACH INCUMBENT DIRECTOR.

COMPENSATION OF DIRECTORS AND OFFICERS

The Fund pays directors' fees to those Directors who are not affiliated
with the Adviser at the rate of $7,000 per year. The Fund pays a $500 fee for
attendance at each Board meeting and at each Audit Committee or Nominating
Committee meeting which occurs separately from a Board meeting, a $250 fee for
attendance at each Joint Transaction Committee meeting and reimburses Directors
for any reasonable travel expenses incurred to attend each meeting. The Fund
pays no other remuneration to its Directors and officers. In addition, the Fund
provides no pension or retirement benefits to its Directors and officers.

The following table shows compensation for the Directors of the Fund
for the year ended December 31, 2002:

YEAR ENDED DECEMBER 31, 2002
-----------------------------
TOTAL TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM FUND
NAME FROM THE FUND(1) COMPLEX(2)
- ---- ---------------- -------------
Thomas L. Bindley $12,000 $23,000
Richard M. Burridge, Sr. $11,000 $21,000
Adela Cepeda $12,000 $23,000
Roger J. Deshaies $12,000 $23,000
H. Thomas McMeekin $11,000 $21,500
Daniel R. Toll $12,000 $23,000

(1) Includes a director's fee of $7,000 per year, a $500 fee for attendance at
each Board meeting and at each Audit Committee or Nominating Committee
meeting which occurs separately from a Board Meeting and a $250 fee for
attendance at each Joint Transaction Committee meeting.

(2) This information represents the aggregate directors' fees paid to the
Directors by the Fund and Lincoln National Income Fund, Inc.

AUDIT COMMITTEE REPORT

As required by its charter, the Fund's Audit Committee has reviewed and
discussed with Fund management and representatives from PricewaterhouseCoopers
LLP, the Fund's independent auditors, the audited financial statements for the
Fund's fiscal year ended December 31, 2002. The Audit Committee has discussed
with the independent auditors the matters required to be discussed by Statement
of Auditing Standards 61. The Audit Committee also received the written
disclosures and the letter from its independent auditors required by
Independence Standards Board Standard No. 1, and discussed with a representative
of PricewaterhouseCoopers LLP the independent auditor's independence. Based on
the foregoing discussions with management and the Fund's independent auditors,
the Audit Committee unanimously recommended to the Fund's Board of Directors
that the aforementioned audited financial statements be included in the Fund's
annual report to shareholders for the fiscal year ended December 31, 2002.

The Audit Committee and the Board of Directors decided not to retain
PricewaterhouseCoopers LLP for the current fiscal year and, instead, approved
the appointment of Ernst & Young LLP as the Fund's independent auditors on
February 25, 2003. The reports of PricewaterhouseCoopers LLP on the Fund's
financial statements for the last two fiscal years contained no adverse opinions
or disclaimers of opinion, nor were they qualified or modified in any way as to
uncertainty, audit scope, or accounting principles. In addition, during the last
two fiscal years and through February 25, 2003, there were no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.

As noted above, the members of the Fund's Audit Committee are: Thomas
L. Bindley, Adela Cepeda, Roger J. Deshaies and Daniel R. Toll. All members of
the Audit Committee meet the standard of independence set forth in the listing
standards of the New York Stock Exchange. The Fund's Board of Directors has
adopted a formal charter for the Audit Committee setting forth its
responsibilities. A copy of the Audit Committee's charter is included in
Attachment A to this proxy statement.

Representatives of PricewaterhouseCoopers LLP and Ernst & Young LLP
will attend the Annual Meeting, will be given an opportunity to make a
statement, and will be available to answer appropriate questions.

Audit Fees. The aggregate fees paid to PricewaterhouseCoopers in
connection with the annual audit of the Fund's financial statements for the
fiscal year ended December 31, 2002 were $37,450.

Financial information systems design and implementation fees. There
were no financial information systems design and implementation services
rendered by PricewaterhouseCoopers LLP or Ernst & Young LLP to the Fund, its
Adviser, and entities controlling, controlled by or under common control with
the Adviser for the fiscal year ended December 31, 2002.

All other fees. There were no fees billed for other services rendered
by PricewaterhouseCoopers LLP to the Adviser and DSC during the fiscal year
ended December 31, 2002. The aggregate fees billed for other services rendered
by Ernst & Young LLP to the Adviser and DSC during the fiscal year ended
December 31, 2002 were $418,075.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

The Fund's executive officers, Directors and 10% stockholders and
certain persons who are directors, officers or affiliated persons of the Adviser
are required under the Securities Exchange Act of 1934 to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange. Copies of these reports must also be furnished
to the Fund. Based solely on a review of copies of such reports furnished to the
Fund through the date hereof, or written representations that no reports were
required, the Fund believes that during fiscal year 2002 the filing requirements
applicable to the above-mentioned persons were met.

SHAREHOLDERS OWNING 5% OR MORE OF A FUND

As of the record date, May 1, 2003, Cede & Co., P.O. Box 20, Bowling
Green Station, New York, NY 10274, was the owner of record of 5,318,695 shares
(91.28%) of the outstanding Common Stock of the Fund. Such shares are believed
to be held on behalf of the beneficial owners of the shares. Based on Schedule
13G filings made with the Securities and Exchange Commission, the Fund believes
that as of the record date: Deep Discount Advisors, Inc., One West Pack Square,
Suite 777, Asheville, NC 28801 beneficially owned 265,200 shares (4.55%) of the
Fund's outstanding Common Stock, and Financial & Investment Management Group,
Ltd., 417 St. Joseph St., Suttons Bay, MI 49682 beneficially owned or had power
to vote 762,701 shares (13.09%) of the Fund's outstanding Common Stock. Other
than as reported herein, the Fund has no knowledge of beneficial ownership of
its shares.

DATE FOR STOCKHOLDER PROPOSALS

Any stockholder proposals intended to be presented at the next Annual
Meeting and be included in the proxy statement and proxy of the Fund must be in
proper form and must be received on or before January 8, 2004. Any stockholder
proposals intended to be presented at the next Annual Meeting, but not to be
included in the proxy statement and proxy of the Fund, must be in proper form
and must be received on or before March 24, 2004. All such proposals should be
sent to the Secretary of the Fund, One Commerce Square, 2005 Market Street,
Philadelphia, Pennsylvania 19103. The inclusion and/or presentation of any such
proposal is subject to the applicable requirements of the proxy rules under the
Securities Exchange Act of 1934.

OTHER MATTERS

The Board of Directors of the Fund does not know of any other matter or
business that may be brought before the Annual Meeting. However, if any such
matter or business properly comes before the Annual Meeting, it is intended that
the persons named as proxies in the enclosed Proxy Card will vote in accordance
with their best judgment.

David F. Connor
------------------
David F. Connor
Secretary

Dated May 8, 2003

YOU ARE URGED TO SEND IN YOUR EXECUTED PROXY PROMPTLY.

ATTACHMENT A

LINCOLN NATIONAL CONVERTIBLE SECURITIES FUND, INC.

LINCOLN NATIONAL INCOME FUND, INC.

AUDIT COMMITTEE CHARTER

Statement of Policy

Each Audit Committee shall oversee the audit process and provide
assistance to the Fund's Directors in fulfilling their responsibilities to the
Fund relating to the fund accounting and reporting practices of the Fund, and
the quality and integrity of the financial reports of the Fund. The Audit
Committee's role is clearly one of overview and review and not of direct
management of the fund accounting, reporting or audit processes. It is the
responsibility of the Audit Committee to maintain a free and open means of
communication among the Directors, the independent accountants and the Fund's
officers.

The outside auditor for the Fund shall be ultimately accountable to the
Board of Directors and this Committee. This Committee and the Board of Directors
shall have the ultimate authority and responsibility to select, evaluate and,
where appropriate, replace the outside auditor (or, alternatively, to nominate
the outside auditor to be proposed for shareholder approval in any proxy
statements).

Membership

The Audit Committee shall consist of a Chairman and at least two other
Board members, all of whom shall have no relationship to the Fund that may
interfere with the exercise of their independence from management and the Fund.
The independence of the members of this Committee shall be interpreted in
accordance with the Rules of the New York Stock Exchange regarding Audit
Committee as promulgated from time to time. Each member of the Audit Committee
shall be financially literate in the reasonable business judgement of the Board
of Directors, or become financially literate within a reasonable period of time
after appointment to the Committee. At least one member of the Audit Committee
shall have accounting or related financial management expertise in the
reasonable business judgement of the Board of Directors.

Principal Functions

The Audit Committee Shall:

1. Review and reassess the adequacy of this charter on an annual basis. The
Committee Chairman shall insure that the Fund provides the New York Stock
Exchange written confirmation regarding: (1) any determination that the Board
of Directors has made regarding the independence of Directors; (2) the
financial literacy of the Audit Committee members; (3) the determination that
at least one of the Audit Committee members has accounting or related
financial management expertise; and (4) the annual review and reassessment of
the adequacy of this Charter.

2. Review the audit reports of the Fund prepared by its designated certified
public accounting firm outside auditor, recommend the selection of an outside
auditor for the ensuing year, review the audit and non-audit fees paid to the
Fund's certified public accountants, and review in draft form the Annual
Report, SEC 10-K, and Annual Proxy Statements for recommendation to the full
Board.

A-1

3. Ensure that the outside auditor submits on a periodic basis to this
Committee a formal written statement delineating all relationships between
the auditor and the Fund. This Committee shall also actively engage in a
dialogue with the outside auditor with respect to any disclosed
relationships or services that may impact the objectively and independence
of the outside auditor and shall make recommendations to the Board of
Directors to take appropriate action in response to the outside auditors
report to satisfy itself of the outside auditors' independence.

4. Review, in consultation with the independent accountants, the conduct and
results of each external audit of the financial statements of the Fund,
each certification, report or opinion rendered by the independent
accountants in connection with each audit, each related management letter,
and management's responses to any recommendations made by the independent
accountants in connection with each audit.

5. Review, in consultation, as appropriate, with the independent accountants,
the Fund's officers and the service contractors;

a) Any disputes between the service contractors and the independent
accountants that arise in connection with the audits and/or preparation
of the financial statements;

b) The independent accountant's review of each Fund's accounting and
internal control procedures to check compliance with the rules and
regulations of the SEC and other applicable requirements; and

c) The review by the independent accountants (or other independent
accountants) of the accounting and internal control procedures of the
Fund's custodians and transfer agent to check compliance with the rules
and regulations of the SEC and other applicable requirements.

d) Consider, in consultation with the independent accountants and the
Fund's officers, the scope and plan of forthcoming external audits and
the review of the Fund's accounting and internal control procedures.

6. Consider, when presented by the Fund's officers, the service contractors or
the independent accountants, material questions of choice with respect to
appropriate accounting principles and practices to be used in the
preparation of the Fund's financial statements.

7. Have the power to inquire into any financial matters in addition to those
set forth above.

8. Review, in consultation with the Fund's officers and/or service
contractors, any proposal to employ the independent accountants to render
consulting or other non-audit services.

9. Report to the entire Fund's Board periodically and as requested on the
performance of its responsibilities and its findings.

10. Perform such other functions as may be assigned to it by law, the Fund's
charter, declaration of trust or by-laws, or by the Board.

Resource and Staff Assistance

The appropriate officers of the Fund shall provide or arrange to
provide such information, data and services as the Audit Committee may request.
The Audit Committee shall consult as they deem appropriate with personnel of the
Fund, and/or others whose views would be considered helpful to the Audit
Committee.

Meetings

The Audit Committee shall meet at least twice each year, to determine
the firm to be recommended to be employed as the Fund's independent accountants
and the proposed terms of such engagements, to discuss and approve the scope of
the next year's audit of the financial statements, and to review the results of
the audit for the prior year. The Audit Committee shall meet with the Fund's
independent accountants at least once annually outside the presence of the
Fund's officers and management representatives.

A-2

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Lincoln National Convertible
Securities Fund, Inc.

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

PROXY STATEMENT

Notice of Annual Meeting
of Shareholders
- --------------------------------
June 12, 2003