FORM N-8F
I. GENERAL IDENTIFYING INFORMATION
1. Reason fund is applying to deregister:
[X] MERGER
[ ] LIQUIDATION
[ ] ABANDONMENT OF REGISTRATION
[ ] Election of status as a BUSINESS DEVELOPMENT COMPANY
2. Name of fund: Lincoln National Special Opportunities Fund, Inc.
3. Securities and Exchange Commission File No: 811-03291
4. Is this an initial Form N-8F or an amendment to a previously filed Form
N-8F?
[ ] Initial Application [X] Amendment
5. Address of Principal Executive Office: 1300 South Clinton Street
Fort Wayne, IN 46802
6. Name, address, and telephone number of individual the Commission staff
should contact with any questions regarding this form:
The Lincoln National Life Insurance Company
Colleen E. Tonn, Esq.
1300 South Clinton Street
Fort Wayne, IN 46802
(260) 455-6918
7. Name, address, and telephone number of individual or entity responsible
for maintenance and preservation of fund records in accordance with rules
31a-1 and 31a-2 under the Act [17 CFR 270.31a-1, .31a-2]:
The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
Phone: 260-455-2000
Delaware Management Company
Delaware Management Holdings, Inc.
Delaware Service Company, Inc.
One Commerce Square
2005 Market Street
Philadelphia, PA 19103
Phone: 215-255-2300
Phone: 303-333-3863
Mellon Bank
1735 Market Street, Suite 1735
Philadelphia, PA 19103
Phone: 215-553-2614
8. Classification of fund:
[X] Management company;
[ ] Unit investment trust; or
[ ] Face-amount certificate company.
9. Subclassification if the fund is a management company:
[X] Open-end [ ] Closed-end
10. State law under which the fund was organized or formed: Maryland
11. Provide the name and address of each investment adviser of the fund
(including the sub-advisers) during the last five years, even if the
fund's contracts with those advisers have been terminated:
Adviser:
Lincoln National Investment Management Company
200 E. Berry Street
Fort Wayne, IN 46802
Adviser:
Vantage Investment Advisers, a series of
Delaware Management Business Trust
2005 Market Street
Philadelphia, PA 19103
Adviser:
Delaware Management Company, a series of
Delaware Management Business Trust
2005 Market Street
Philadelphia, PA 19103
Sub-Adviser:
Vantage Global Advisers
630 5th Avenue
New York, NY 10111
Sub-Adviser:
Modern Portfolio Theory Associates, Inc.
630 5th Avenue
New York, NY 10111
12. Provide the name and address of each principal underwriter of the fund
during the last five years, even if the fund's contracts with those
underwriters have been terminated: N/A
13. If the fund is a unit investment trust ("UIT") provide: N/A
(a) Depositor's name(s) and address(es)
(b) Trustee's name(s) and address(es)
14. Is there a UIT registered under the Act that served as a vehicle for
investment in the fund (e.g., an insurance company separate account)?
[X] Yes [ ] No
If Yes, for each UIT state:
Name(s):
File No.:
NAME: FILE NO.:
----- ---------
Lincoln National Variable Annuity Account C 811-03214
Lincoln Life Flexible Premium Variable Life Account D 811-04592
Lincoln Life Flexible Premium Variable Life Account G 811-05585
Lincoln Life Flexible Premium Variable Life Account K 811-08412
Lincoln Life Variable Annuity Account Q 811-08569
Business Address: 1300 S. Clinton Street
Fort Wayne, IN 46802
15. (a) Did the fund obtain approval from the board of directors concerning
the decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the board vote took place: August
12, 2002
If No, explain:
(b) Did the fund obtain approval from the shareholders concerning the
decision to engage in a Merger, Liquidation or Abandonment of
Registration?
[X] Yes [ ] No
If Yes, state the date on which the shareholder vote took place:
December 9, 2002
If No, explain:
II. DISTRIBUTIONS TO SHAREHOLDERS
16. Has the fund distributed any assets to its shareholders in connection with
the Merger of Liquidation?
[X] Yes [ ] No
(a) If Yes, list the date(s) on which the fund made those distributions:
April 30, 2003
(b) Were the distributions made on the basis of net assets?
[X] Yes [ ] No
(c) Were the distributions made PRO RATA based on share ownership?
[X] Yes [ ] No
(d) If No to (b) or (c) above, describe the method of distributions to
shareholders. For Mergers, provide the exchange ratio(s) used and
explain how it was calculated: The number of full and fractional
acquiring fund shares issued to holders of the acquired fund shares
was determined on the basis of the relative net asset values of the
acquired fund and corresponding acquiring fund on the effective time
of the reorganization. The number of acquiring fund shares issued to
each holder of acquired fund shares was determined by multiplying
the number of acquired fund shares to be exchanged by the
stockholder by a fraction, the denominator of which is the net asset
value per share of acquiring fund shares and the numerator of which
is the net asset value per share of acquired fund shares.
(e) Liquidations only:
Were any distributions to shareholders made in kind?
[ ] Yes [ ] No
If Yes, indicate the percentage of fund shares owned by affiliates,
or any other affiliation of shareholders:
17. Closed-end funds only: N/A
Has the fund issued senior securities?
[ ] Yes [ ] No
If Yes, describe the method of calculating payments to senior security
holders and distributions to other shareholders:
18. Has the fund distributed all of its assets to the fund's shareholders?
[X] Yes [ ] No
If No,
(a) How many shareholders does the fund have as of the date this form is
filed?
(b) Describe the relationship of each remaining shareholder to the fund:
19. Are there any shareholders who have not yet received distributions in
complete liquidation of their interests? No
III. ASSETS AND LIABILITIES
20. Does the fund have any assets as of the date this form is filed?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each asset retained by the fund as
of the date this form is filed:
(b) Why has the fund retained the remaining assets?
(c) Will the remaining assets be invested in securities?
[ ] Yes [ ] No
21. Does the fund have any outstanding debts (other than face-amount
certificates if the fund is a face-amount certificate company) or any
other liabilities?
[ ] Yes [X] No
If Yes,
(a) Describe the type and amount of each debt or other liability:
(b) How does the fund intend to pay these outstanding debts or other
liabilities?
IV. INFORMATION ABOUT EVENT(S) LEADING TO REQUEST FOR DEREGISTRATION
22. (a) List the expenses incurred in connection with the Merger or
Liquidation:
(i) Legal expenses: $32,038.00
(ii) Accounting expenses:
(iii) Other expenses (list and identify separately):
Proxy Solicitation and Printing: $10,863.00
(iv) Total expenses (sum of lines (i)-(iii) above: $42,901.00
(b) How were these expenses allocated? The expenses pertaining to the
reorganization were allocated to the Lincoln National Special
Opportunities Fund, Inc., the acquired fund, prior to May 1, 2003.
From May 1, 2003 to the present time, the expenses pertaining to
the reorganization have been allocated to the acquiring fund,
which is the Special Opportunities Fund, a series of the Lincoln
Variable Insurance Products Trust.
(c) Who paid those expenses? Same as (b) above.
(d) How did the fund pay for unmerited expenses (if any)? None
23. Has the fund previously filed an application for an order of the
Commission regarding the Merger or Liquidation?
[ ] Yes [X] No
If Yes, cite the release numbers of the Commission's notice and order or,
if no notice or order has been issued, the file number and date the
application was filed:
V. CONCLUSION OF FUND BUSINESS
24. Is the fund a party to any litigation or administrative proceedings?
[ ] Yes [X] No
If Yes, describe the nature of any litigation or proceeding and the
position taken by the fund in that litigation:
25. Is the fund now engaged, or intending to engage, in any business
activities other than those necessary for winding up its affairs?
[ ] Yes [X] No
If Yes, describe the nature and extent of those activities:
VI. MERGERS ONLY
26. (a) State the name of the fund surviving the Merger: Special
Opportunities Fund, a series of the Lincoln Variable Insurance
Products Trust
(b) State the Investment Company Act file number of the fund surviving
the Merger: 811-08090
(c) If the merger or reorganization agreement have been filed with the
Commission, state the file number(s), form type used and date the
agreement was filed: File No: 811-03291; Form Type: DEF 14A; Date:
10/9/2002
(d) If the merger or reorganization agreement has NOT been filed with
the Commission, provide a copy of the agreement as an exhibit to
this form.
VERIFICATION
The undersigned states that (i) he has executed this Form N-8F
application for order under section 8(f) of the Investment Company Act of
1940 on behalf of Lincoln National Special Opportunities Fund, Inc., (ii) he
is the Chief Accounting Officer and Assistant Vice President of Lincoln
National Special Opportunities Fund, Inc., and (iii) all actions by
shareholders, directors, and any other body necessary to authorize the
undersigned to execute and file this Form N-8F application have been taken.
The undersigned also states that the facts set forth in this Form N-8F
application are true to the best of his knowledge, information, and belief.
/s/ William P. Flory, Jr.
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William P. Flory, Jr.