485APOS 1 pea7.htm

As filed with the Securities and Exchange Commission on July 21, 2022
1933 Act Registration No. 333-252473
1940 Act Registration No. 811-08517
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 7
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 927
Lincoln Life Variable Annuity Account N
(Exact Name of Registrant)
Lincoln Investor Advantage® Pro
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(Name of Depositor)
1301 South Harrison Street
Post Office Box 1110
Fort Wayne, Indiana 46801
(Address of Depositor’s Principal Executive Offices)
Depositor’s Telephone Number, Including Area Code: (260) 455-2000
Craig T. Beazer, Esquire
The Lincoln National Life Insurance Company
150 North Radnor Chester Road
Radnor, PA 19087
(Name and Address of Agent for Service)
Copy to:
Carolyn E. Augur, Esquire
The Lincoln National Life Insurance Company
350 Church Street
Hartford, Connecticut 06103
Approximate Date of Proposed Public Offering: Continuous

It is proposed that this filing will become effective:
/ / immediately upon filing pursuant to paragraph (b) of Rule 485
/ / on May 1, 2022, pursuant to paragraph (b) of Rule 485
/X/ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
/ / on __________, pursuant to paragraph (a)(1) of Rule 485
Title of Securities being registered:
Interests in a separate account under individual flexible
payment deferred variable annuity contracts.





LINCOLN NATIONAL LIFE INSURANCE COMPANY
Lincoln Life Variable Annuity Account N

Lincoln Investor Advantage® Pro Variable Annuity

Supplement dated _____, 2022 to the Prospectus dated May 1, 2022

This Supplement to your prospectus provides information regarding upcoming changes to your variable annuity prospectus.
Beginning October 17, 2022, a new administrative service will be available called Defined Outcome Transfer Accounts and is available for new and subsequent purchase payments. The information below updates your prospectus.

Overview of the Contract – Additional Services. The following item is added to the list of Additional Services:

•
Defined Outcome Transfer Accounts are holding accounts to which you can allocate Purchase Payments. Amounts allocated to a Defined Outcome Transfer Account will be automatically transferred to the corresponding Defined Outcome Fund on the next available outcome period start date.

Benefits Available Under the Contract. The following entry is added to the Standard Benefits table:

Name of Benefit
Purpose
Maximum Fee
Brief Description of Restrictions/Limitations
Defined Outcome Transfer Accounts
Provides a holding account to which you can automatically allocate Purchase Payments to a Defined Outcome Fund at its initial cap rate.
None
•Maximum holding period is 90 days.
•Cannot be used with dollar cost averaging or portfolio rebalancing.
•Not available for existing Contract Value.

Benefits Available Under the Contract – Additional Services. The following paragraphs are added as a new section to your prospectus.

Defined Outcome Transfer Account. A Defined Outcome Transfer Account (an “Account”) provides a holding account through which you can automatically allocate Purchase Payments to a Defined Outcome Fund at its initial cap rate on the next available outcome period start date. Each Defined Outcome Transfer Account is tied to a corresponding Defined Outcome Fund, as outlined in the following chart:

Defined Outcome Transfer Account
Corresponding Defined Outcome Fund
Lincoln S&P 500 Buffer Transfer Account
 
Lincoln S&P 500 Buffer Fund Aug
Lincoln S&P 500 Buffer Fund Nov
Lincoln S&P 500 Buffer Fund Feb
Lincoln S&P 500 Buffer Fund May
Lincoln S&P 500 Ultra Buffer Transfer Account
 
Lincoln S&P 500 Ultra Buffer Fund Aug
Lincoln S&P 500 Ultra Buffer Fund Nov
Lincoln S&P 500 Ultra Buffer Fund Feb
Lincoln S&P 500 Ultra Buffer Fund May
Lincoln Nasdaq Buffer Transfer Account
 
Lincoln Nasdaq-100 Buffer Fund Sep
Lincoln Nasdaq-100 Buffer Fund Dec
Lincoln Nasdaq-100 Buffer Fund Mar
Lincoln Nasdaq-100 Buffer Fund Jun

Any amounts you have allocated to a Defined Outcome Transfer Account will be automatically transferred to the corresponding Defined Outcome Fund on the next available outcome period start date. For example, if a Purchase Payment is allocated to the Lincoln S&P 500 Buffer Transfer Account in September, and the next outcome period start date is in November, the Purchase Payment (and all interest earned thereon, as described below) will be automatically transferred to the Lincoln S&P 500 Buffer Fund Nov on the Fund’s outcome period start date. See each Defined Outcome Fund’s prospectus for complete details about the Fund.
The Accounts are available only for new and subsequent Purchase Payments. Existing Contract Value cannot be transferred to an Account. You are not required to allocate any Purchase Payments to the Accounts.
The Accounts are part of our general account. They do not participate in the investment experience of the VAA, including any of the Defined Outcome Funds. All amounts held in an Account will earn a fixed rate of interest for so long as they remain in the Account.
The maximum holding period in any of the Accounts is 90 days (i.e., in no case will amounts be held in an Account longer than 90 days before being automatically transferred to the corresponding Defined Outcome Fund). At any time prior to the automatic transfer from an Account, you may cancel the program and transfer the entire amount in that Account to any other investment option(s) available under your Contract. All transfers from an Account will be free of charge and will not count towards the number of transfers permitted per Contract Year.
The Accounts are not available for use in conjunction with dollar cost averaging or portfolio rebalancing. We reserve the right to discontinue or modify this service at any time.


Please retain this supplement for future reference.








Part A
The Prospectus for the Lincoln Investor Advantage® Pro variable annuity contract, as supplemented, is incorporated herein by reference to Post-Effective Amendment No. 5 (File No. 333-252473) filed on April 14, 2022.
Part B
The Statement of Additional Information for the Lincoln Investor Advantage® Pro variable annuity contract, including the consolidated financial statements of Lincoln Life and the financial statement of Lincoln Life Variable Annuity Account N, is incorporated herein by reference to Post-Effective Amendment No. 5 (File No. 333-252473) filed on April 14, 2022.







Lincoln Life Variable Annuity Account N
PART C - OTHER INFORMATION
Item 27. Exhibits
(b) Not applicable
 
(h) Fund Participation Agreements and Amendments between The Lincoln National Life Insurance Company and:
B-2
B-3
(j) Rule 22c-2 Agreements between The Lincoln National Life Insurance Company and:
(l)(1) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm to be filed by amendment.
B-4
(m) Not applicable
(n) Not applicable
(o) Form of initial summary prospectus filed herein.
Item 28. Directors and Officers of the Depositor
The following list contains the officers and directors of The Lincoln National Life Insurance Company who are engaged directly or indirectly in activities relating to Lincoln Life Variable Annuity Account N as well as the contracts. The list also shows The Lincoln National Life Insurance Company's executive officers.  
Name
Positions and Offices with Depositor
Craig T. Beazer*
Executive Vice President, General Counsel and Director
Jayson R. Bronchetti*
Executive Vice President, Chief Investment Officer and Director
Adam M. Cohen*
Senior Vice President and Chief Accounting Officer
Ellen G. Cooper*
President and Director
Randal J. Freitag*
Executive Vice President, Chief Financial Officer and Director
Stephen B. Harris*
Senior Vice President and Chief Ethics and Compliance Officer
Shantanu Mishra*
Senior Vice President and Treasurer
Keith J. Ryan**
Vice President and Director
Nancy A. Smith*
Senior Vice President and Secretary
Joseph D. Spada***
Vice President and Chief Compliance Officer for Separate Accounts
*Principal business address is 150 N. Radnor-Chester Road, Radnor, PA 19087
**Principal business address is 1301 South Harrison Street, Fort Wayne, IN 46802
***Principal business address is 350 Church Street, Hartford, CT 06103
Item 29. Persons Controlled by or Under Common Control with the Depositor or Registrant
Item 30. Indemnification
a) Brief description of indemnification provisions.
In general, Article VII of the By-Laws of The Lincoln National Life Insurance Company (Lincoln Life or Company) provides that Lincoln Life will indemnify certain persons against expenses, judgments and certain other specified costs incurred by any such person if he/she is made a party or is threatened to be made a party to a suit or proceeding because he/she was a director, officer, or employee of Lincoln Life, as long as he/she acted in good faith and in a manner he/she reasonably believed to be in the best interests of, or act opposed to the best interests of, Lincoln Life. Certain additional conditions apply to indemnification in criminal proceedings.
In particular, separate conditions govern indemnification of directors, officers, and employees of Lincoln Life in connection with suits by, or in the right of, Lincoln Life.
Please refer to Article VII of the By-Laws of Lincoln Life (Exhibit no. f(b) hereto) for the full text of the indemnification provisions. Indemnification is permitted by, and is subject to the requirements of, Indiana law.
b) Undertaking pursuant to Rule 484 of Regulation C under the Securities Act of 1933:
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 28(a) above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the
B-5
opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Principal Underwriter
(a) Lincoln Financial Distributors, Inc. (“LFD”) currently serves as Principal Underwriter for: Lincoln National Variable Annuity Account C; Lincoln National Flexible Premium Variable Life Account D; Lincoln National Variable Annuity Account E; Lincoln National Flexible Premium Variable Life Account F; Lincoln National Flexible Premium Variable Life Account G; Lincoln National Variable Annuity Account H; Lincoln Life & Annuity Variable Annuity Account H; Lincoln Life Flexible Premium Variable Life Account J; Lincoln Life Flexible Premium Variable Life Account K; Lincoln National Variable Annuity Account L; Lincoln Life & Annuity Variable Annuity Account L; Lincoln Life Flexible Premium Variable Life Account M; Lincoln Life & Annuity Flexible Premium Variable Life Account M; Lincoln Life Variable Annuity Account N; Lincoln New York Account N for Variable Annuities; Lincoln Life Variable Annuity Account Q; Lincoln Life Flexible Premium Variable Life Account R; LLANY Separate Account R for Flexible Premium Variable Life Insurance; Lincoln Life Flexible Premium Variable Life Account S; LLANY Separate Account S for Flexible Premium Variable Life Insurance; Lincoln Life Variable Annuity Account T; Lincoln Life Variable Annuity Account W; and Lincoln Life Flexible Premium Variable Life Account Y and Lincoln Life & Annuity Flexible Premium Variable Life Account Y; Lincoln Life Variable Annuity Account JF-H; Lincoln Life Variable Annuity Account JF-I; Lincoln Life Flexible Premium Variable Life Account JF-A; Lincoln Life Flexible Premium Variable Life Account JF-C; Lincoln Life Variable Annuity Account JL-A; Lincoln Life & Annuity Flexible Premium Variable Life Account JA-B; Lincoln Variable Insurance Products Trust; Lincoln Advisors Trust.
(b) Officers and Directors of Lincoln Financial Distributors, Inc.: 
Name
Positions and Offices with Underwriter
Andrew J. Bucklee*
Senior Vice President and Director
Claire H. Hanna*
Secretary
John C. Kennedy*
President, Chief Executive Officer and Director
Shantanu Mishra*
Senior Vice President and Treasurer
William A. Nash**
Senior Vice President and Director
Thomas P. O'Neill*
Senior Vice President, Chief Operating Officer and Head of Financial
Institutions Group
Timothy J. Seifert Sr*
Senior Vice President and Director
Vacant
Chief Compliance Officer
*Principal Business address is 150 N. Radnor-Chester Road, Radnor, PA 19087
**Principal Business address is 3108 Rhett Butler Place, Charlotte, NC 28270
(c) N/A
Item 32. Location of Accounts and Records
This information is provided in the Registrant’s most recent report on Form N-CEN.
Item 33. Management Services
Not Applicable.
Item 34. Fee Representation
Lincoln Life represents that the fees and charges deducted under the contracts, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Lincoln Life.


SIGNATURES

(a)    As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this amendment to the registration statement to be signed on its behalf, in the City of Hartford, and the State of Connecticut on this 21st day of July, 2022.

LINCOLN LIFE VARIABLE ANNUITY ACCOUNT N
(Registrant)
Lincoln Investor Advantage® Pro

By: /s/ Delson R. Campbell, signed 7/21/22 at 11:36 a.m.
Delson R. Campbell
      Vice President, The Lincoln National Life Insurance Company
       (Title)

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(Depositor)

By:  /s/ Michelle L. Grindle, signed 7/21/22 at 12:36 a.m.
                                                                                                                                        Michelle L. Grindle
(Signature-Officer of Depositor)
Vice President, The Lincoln National Life Insurance Company
(Title)

(b) As required by the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in their capacities indicated on July 21, 2022.

Signature
Title
 
*/s/ Ellen G. Cooper  
Ellen G. Cooper
 
President and Director
(Principal Executive Officer)
 
* /s/ Randal J. Freitag  
Randal J. Freitag
 
Executive Vice President, Chief Financial Officer, and Director
(Principal Financial Officer)
 
* /s/ Craig T. Beazer  
Craig T. Beazer
 
Executive Vice President and Director
 
* /s/ Jayson R. Bronchetti  
Jayson R. Bronchetti
 
Executive Vice President, Chief Investment Officer, and Director
 
* /s/ Adam M. Cohen  
Adam M. Cohen
 
Senior Vice President and Chief Accounting Officer
 
* /s/ Keith J. Ryan  
Keith J. Ryan
 
Vice President and Director
 
* By /s/ Delson R. Campbell, Pursuant to a Power of Attorney, signed 7/21/22 at 11:36 a.m.
       Delson R. Campbell





B-6