485BPOS 1 pea23.htm pea23.htm
As filed with the Securities and Exchange Commission on September 29, 2016
1933 Act Registration No. 333-112927
1940 Act Registration No. 811-03214
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM N-4
 
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
POST-EFFECTIVE AMENDMENT NO. 23
 
and
 
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
 
AMENDMENT NO. 147
 
Lincoln National Variable Annuity Account C
(Exact Name of Registrant)
 
Multi-Fund® Select
 
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(Name of Depositor)
 
1300 South Clinton 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
 
Kirkland L. Hicks, Esquire
The Lincoln National Life Insurance Company
150 North Radnor Chester Road
Radnor, PA 19087
(Name and Address of Agent for Service)
 
Copy to:
 
Mary Jo Ardington, Esquire
The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, Indiana 46802
 
Approximate Date of Proposed Public Offering: Continuous
 
It is proposed that this filing will become effective:
 
/x/ immediately upon filing pursuant to paragraph (b) of Rule 485
/ / on ______________, pursuant to paragraph (b) of Rule 485
/ / 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.



 
 
 

THE LINCOLN NATIONAL LIFE INSURANCE COMPANY

Lincoln National Variable Annuity Account C
Multi-Fund® Select


Supplement dated September 29, 2016 to the Prospectus dated May 1, 2016

This Supplement outlines a change to an investment option under your individual annuity contract. All other provisions outlined in your prospectus, as supplemented, remain unchanged. This Supplement is for informational purposes and requires no action on your part.

The Lincoln Variable Insurance Products Trust (“LVIP”) has notified us that the LVIP Board of Trustees has approved the reorganization of the LVIP BlackRock Emerging Markets Managed Volatility Fund (“Acquired Fund”) into the LVIP SSGA International Managed Volatility Fund (“Acquiring Fund”), effective as of the close of business December 9, 2016. The reorganization was approved at a shareholder’s meeting on September 7, 2016. These two funds have similar investment objectives and similar investment strategies.

At the time of the reorganization, contractowners of units of the Acquired Fund subaccount will automatically receive a proportionate number of units the Acquiring Fund subaccount, based on the unit value of each fund at the time of the reorganization. Following the reorganization, the Acquired Fund will no longer be available as an investment option under your contract. Beginning December 12, 2016, any future allocations of purchase payments and/or contract value that you previously designated to the Acquired Fund subaccount will be allocated to the Acquiring Fund subaccount. This investment will become your allocation instruction until you tell us otherwise. All other transactions requested for the Acquired Fund will be rejected and treated as not in good order.

As a result of this reorganization, the LVIP SSGA International Managed Volatility Fund will be added as an investment option under your contract beginning December 5, 2016. The investment objective of the fund is to seek capital appreciation, and the fund operates as a fund of funds. For complete details relating to the LVIP SSGA International Managed Volatility Fund, including risks, investment policies and strategies, please refer to the LVIP SSGA International Managed Volatility Fund’s prospectus.

The following table reflects the expenses charged by the LVIP SSGA International Managed Volatility Fund (Service Class) as of December 31, 2015 (as a percentage of each fund’s average net assets):
Management Fees (before any waivers/ reimbursements)             +
12b-1 Fees (before any waivers/ reimbursements)  +
Other Expenses (before any waivers/ reimbursements)   +
 
Acquired Fund Fees and Expenses
=
 
Total Expenses (before any waivers/ reimbursements)
 
 
Total Contractual waivers/ reimbursements
 
Total Expenses (after any waivers/ reimbursements)1
0.76%
0.25%
0.13%
0.39%
1.53%
-0.64%
0.89%
1The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to the average net assets appearing in the Financial Highlights table which reflects only the operating expenses of the Fund and does not include AFFE. Lincoln Investment Advisors Corporation (the “adviser”) has contractually agreed to waive the following portion of its advisory fee: 0.53% of the Fund’s average daily net assets. The adviser has also contractually agreed to reimburse the Fund to the extent that the Total Annual Fund Operating Expenses (excluding AFFE) exceed 0.50% of the Fund’s average daily net assets. Both agreements will continue at least through April 30, 2017 and cannot be terminated before that date without the mutual agreement of the Fund’s board of trustees and the adviser. Other Expenses were restated to reflect the current fee structure of the fund. The Fee Waiver was restated to reflect the current fee waiver of the Fund.


Please retain this Supplement for future reference.





 
 
 



PART A

The prospectus for the Multi-Fund® Select variable annuity contract, as supplemented, is incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-112927) filed on April 22, 2016.


PART B

The Statement of Additional Information for the Multi-Fund® Select variable annuity contract is incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-112927) filed on April 22, 2016.


 
 
 


 
Lincoln National Variable Annuity Account C
 
PART C - OTHER INFORMATION
 
Item 24. Financial Statements and Exhibits
 
(a) List of Financial Statements
 
1. Part A
 
The Table of Condensed Financial Information is incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-112927) filed on April 22, 2016.
 
2. Part B
 
The following financial statements for the Variable Account are incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-112927) filed on April 22, 2016.
 
Statement of Assets and Liabilities - December 31, 2015
Statement of Operations - Year ended December 31, 2015
Statements of Changes in Net Assets - Years ended December 31, 2015 and 2014
Notes to Financial Statements - December 31, 2015
Report of Independent Registered Public Accounting Firm
 
3. Part B
 
The following consolidated financial statements for The Lincoln National Life Insurance Company are incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-112927) filed on April 22, 2016.
 
Consolidated Balance Sheets - Years ended December 31, 2015 and 2014
Consolidated Statements of Comprehensive Income (Loss) - Years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Stockholder’s Equity - Years ended December 31, 2015, 2014 and 2013
Consolidated Statements of Cash Flows - Years ended December 31, 2015, 2014 and 2013
Notes to Consolidated Financial Statements - December 31, 2015
Report of Independent Registered Public Accounting Firm
 
(b) List of Exhibits
 
(1) Resolution of Board of Directors and Memorandum from the President of The Lincoln National Life Insurance Company authorizing establishment of the Variable Account are incorporated herein by reference to Post-Effective Amendment No. 15 (File No. 033-25990) filed on April 22, 1998.
 
(2) Not Applicable.
 
(3)(a) Selling Group Agreement for Lincoln Financial Advisors incorporated herein by reference to Post-Effective Amendment No. 16 (File No. 033-25990) filed on April 22, 1999.
 
(b) Amendment dated November 22, 1999 to Selling Group Agreement incorporated herein by reference to Post-Effective Amendment No. 18 (File No. 033-25990) filed on April 13, 2000.
 
(c) Amendment dated February 14, 2000 to Selling Group Agreement incorporated herein by reference to Post-Effective Amendment No. 18 (File No. 033-25990) filed on April 13, 2000.
 
(d) Amended and Restated Principal Underwriting Agreement dated May 1, 2007 between The Lincoln National Life Insurance Company and Lincoln Financial Distributors, Inc. incorporated herein by reference to Post-Effective Amendment No. 24 (File No. 333-61554) filed on December 18, 2007.
 
(4)(a) Variable Annuity Contract (Form No. 30070) incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-112927) filed on February 18, 2004.
 
(b) Variable Annuity Amendment (Form No. AR 434-A MFS 02/04) incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-112927) filed on May 28, 2004.
 
(c) Section 457 Annuity Endorsement (Form No. AR435-I) incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-112927) filed on February 18, 2004.

 
 
 


 
(d) Section 403(b) Annuity Endorsement (32481-I) incorporated herein by reference to Post-Effective Amendment No. 9 (File No. 333-18419) filed on April 22, 2003.
 
(e) Variable Annuity Payment Option Rider (I4LA-EMI 3/07) incorporated herein by reference to Post-Effective Amendment No. 7 (File No. 333-112927) filed on April 17, 2007.
 
(f) Section 403(b) Annuity Endorsement (32481-I-12/08) incorporated herein by reference to Post-Effective Amendment No. 26 (File No. 333-63505) filed on April 3, 2009.
 
(5) Application (33083 2/05) incorporated herein by reference to Post-Effective Amendment No. 7 (File No. 333-112927) filed on April 17, 2007.
 
(6)(a) Articles of Incorporation of The Lincoln National Life Insurance Company incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-04999) filed on September 24, 1996.
 
(b) By-Laws of The Lincoln National Life Insurance Company incorporated herein by reference to Post-Effective Amendment on Form N-6 (File No. 333-118478) filed on April 5, 2007.
 
(7) Automatic Indemnity Reinsurance Agreement Amended and Restated as of October 1, 2009, between The Lincoln National Life Insurance Company and Lincoln National Reinsurance Company (Barbados) Limited incorporated herein by reference to Post-Effective Amendment No. 43 (File No. 033-26032) filed on April 7, 2010.
 
(a) Amendments to the Automatic Indemnity Reinsurance Agreement incorporated herein by reference to Post-Effective Amendment No. 28 (File No. 333-138190) filed on November 5, 2013.
 
(8)(a) Accounting and Financial Administration Services Agreement dated October 1, 2007 among Mellon Bank, N.A., The Lincoln National Life Insurance Company and Lincoln Life & Annuity Company of New York incorporated herein by reference to Registration Statement on Form N-4 (File No. 333-147673) filed on November 28, 2007.
 
(b) Fund Participation Agreements and Amendments between The Lincoln National Life Insurance Company and:
 
(i) AllianceBernstein Variable Products Series Fund incorporated herein by reference to Post-Effective Amendment No. 23 on Form N-6 (File No. 333-146507) filed on April 1, 2015.
 
(ii) American Funds Insurance Series incorporated herein by reference to Post-Effective Amendment No. 23 on Form N-6 (File No. 333-146507) filed on April 1, 2015.
 
(iii) BlackRock Variable Series Funds, Inc. incorporated herein by reference to Post-Effective Amendment No. 16 on Form N-6 (File No. 333-146507) filed on April 1, 2011.
 
(iv) Delaware VIP Trust incorporated herein by reference to Post-Effective Amendment No. 23 on Form N-6 (File No. 333-146507) filed on April 1, 2015.
 
(v) Deutsche Variable Series II incorporated herein by reference to Post-Effective Amendment No. 23 on Form N-6 (File No. 333-146507) filed on April 1, 2015.
 
(vi) Fidelity Variable Insurance Products incorporated herein by reference to Post-Effective Amendment No. 23 on Form N-6 (File No. 333-146507) filed on April 1, 2015.
 
(vii) Lincoln Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 24 on Form N-6 (File No. 333-146507) filed on April 1, 2016.
 
(viii) MFS Variable Insurance Trust incorporated herein by reference to Post-Effective Amendment No. 23 on Form N-6 (File No. 333-146507) filed on April 1, 2015.
 
(ix) PIMCO Variable Insurance Trust incorporated herein by reference to Post-Effective Amendment No. 23 on Form N-6 (File No. 333-146507) filed on April 1, 2015.
 
(c) Rule 22c-2 Agreements between The Lincoln National Life Insurance Company and:
 
(i) American Funds Insurance Series incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.
 
(ii) Delaware VIP Trust incorporated herein by reference to Post-Effective Amendment No. 57 (File No. 333-36316) filed on March 30, 2012.
 
(iii) Fidelity Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.
 
(iv) Lincoln Variable Insurance Products Trust incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.

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(v) MFS Variable Insurance Trust incorporated herein by reference to Post-Effective Amendment No. 30 (File No. 333-36304) filed on May 29, 2008.
 
(9) Opinion and Consent of Mary Jo Ardington, Senior Counsel of The Lincoln National Life Insurance Company as to the legality of securities being issued incorporated herein by reference to Pre-Effective Amendment No. 1 (File No. 333-112927) filed on May 28, 2004.
 
(10)(a) Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
 
(b) Power of Attorney - Principal Officers and Directors of The Lincoln National Life Insurance Company incorporated herein by reference to Post-Effective Amendment No. 22 (File No. 333-112927) filed on April 22, 2016.
 
(11) Not Applicable
 
(12) Not Applicable
 
(13) Organizational Chart of The Lincoln National Insurance Holding Company System incorporated herein by reference to Post-Effective Amendment No. 15 (File No. 333-170897) filed on June 30, 2016.
 
.
 
Item 25. 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 National Variable Annuity Account C as well as the contracts. The list also shows The Lincoln National Life Insurance Company's executive officers.

Name
  
Positions and Offices with Depositor
Ellen G. Cooper*
  
Executive Vice President, Chief Investment Officer and Director
Jeffrey D. Coutts*
  
Senior Vice President and Treasurer
Randal J. Freitag*
  
Executive Vice President, Chief Financial Officer and Director
Wilford H. Fuller*
  
Executive Vice President and Director
Dennis R. Glass*
  
President and Director
Kirkland L. Hicks*
  
Executive Vice President, General Counsel and Secretary
Mark E. Konen*
  
Executive Vice President and Director
Christine Janofsky*
  
Senior Vice President, Chief Accounting Officer and Controller
Keith J. Ryan**
  
Vice President and Director
Joseph D. Spada***
  
Vice President and Chief Compliance Officer for Separate Accounts
 
*Principal business address is Radnor Financial Center, 150 Radnor Chester Road, Radnor, PA 19087
**Principal business address is 1300 South Clinton Street, Fort Wayne, Indiana 46802
***Principal business address is 350 Church Street, Hartford, Connecticut 06096
 
Item 26. Persons Controlled by or Under Common Control with the Depositor or Registrant
 
See Exhibit 13: Organizational Chart of the Lincoln National Insurance Holding Company System.
 
Item 27. Number of Contractowners
 
As of August 31, 2016 there were 266,270 contract owners under Account C.
 
Item 28. 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.

B-3

 
 
 


 
Please refer to Article VII of the By-Laws of Lincoln Life (Exhibit no. 6(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 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 29. 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
Patrick J. Caulfield**
  
Vice President, Chief Compliance Officer and Senior Counsel
Jeffrey D. Coutts*
  
Senior Vice President and Treasurer
Wilford H. Fuller*
  
President, Chief Executive Officer and Director
John C. Kennedy*
  
Senior Vice President, Head of Retirement Solutions Distribution, and Director
Thomas P. O'Neill*
  
Senior Vice President and Chief Operating Officer
Christopher P. Potochar*
  
Senior Vice President and Director, Head of Finance and Strategy
Nancy A. Smith*
  
Secretary
 
*Principal Business address is Radnor Financial Center, 150 Radnor Chester Road, Radnor, PA 19087
**Principal Business address is 350 Church Street, Hartford, CT 06103
 
(c) N/A
 
Item 30. Location of Accounts and Records
 
All accounts, books, and other documents, except accounting records, required to be maintained by Section 31a of the 1940 Act and the Rules promulgated thereunder are maintained by The Lincoln National Life Insurance Company, 1300 South Clinton Street, Fort Wayne, Indiana 46802. The accounting records are maintained by The Bank of New York Mellon, One Mellon Bank Center, 500 Grant Street, Pittsburgh, PA 15258.
 
Item 31. Management Services
 
Not Applicable.

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Item 32. Undertakings
 
(a) Registrant undertakes that it will file a post-effective amendment to this registration statement as frequently as necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted.
 
(b) Registrant undertakes that it will include either (1) as part of any application to purchase a Certificate or an Individual Contract offered by the Prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a post card or a similar written communication affixed to or included in the Prospectus that the applicant can remove to send for a Statement of Additional Information.
 
(c) Registrant undertakes to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request to Lincoln Life at the address or phone number listed in the Prospectus.
 
(d) The Lincoln National Life Insurance Company hereby represents that the fees and charges deducted under the contract, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by The Lincoln National Life Insurance Company.
 
SIGNATURES

a)
As required by the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this Registration Statement and has caused this Post-Effective Amendment No. 23 to the Registration Statement to be signed on its behalf, in the City of Fort Wayne, and State of Indiana on this 29th day of September, 2016.


 
Lincoln National Variable Annuity Account C (Registrant)
Multi-Fund® Select
 
By:
/s/ John D. Weber
John D. Weber
Vice President, The Lincoln National Life Insurance Company
(Title)
 
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
(Depositor)
 
By:
/s/ John J. Luviano
John J. Luviano
(Signature-Officer of Depositor)
Senior 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 September 29, 2016.

 
Signature
Title
*
Dennis R. Glass
President and Director (Principal Executive Officer)
*
Ellen Cooper
Executive Vice President, Chief Investment Officer and Director
*
Randal J. Freitag
Executive Vice President, Chief Financial Officer and Director
(Principal Financial Officer)
*
Wilford H. Fuller
Executive Vice President and Director
*
Mark E. Konen
Executive Vice President and Director
*
Keith J. Ryan
Vice President and Director
*By: /s/ John D. Weber
John D. Weber
Pursuant to a Power of Attorney

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