<PAGE>
As filed with the Securities and Exchange Commission on July 1, 1999
Registration No. 33-25990
811-3214
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 17
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 31
(Check appropriate box or boxes.)
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
-------------------------------------------
(Exact Name of Registrant)
LINCOLN NATIONAL LIFE INSURANCE COMPANY
-------------------------------------------
(Name of Depositor)
1300 South Clinton Street
Fort Wayne, Indiana 46802
-------------------------------------------
(Address of Depositor's Principal Executive Offices) (Zip Code)
Depositor's Telephone Number, including Area Code: (219)455-2000
Jack D. Hunter, Esq.
200 East Berry Street
Fort Wayne, Indiana 46802
Telephone No. (219)455-2000
-------------------------------------------
(Name and Address of Agent for Service)
Copies of all communications to:
Sutherland Asbill & Brennan LLP
1275 Pennsylvania Avenue, NW
Washington, D.C. 20004-2415
Attention: Kimberly J. Smith, Esq.
Approximate Date of Public Offering: Continuous
----------
It is proposed that this filing will become effective:
X
----- immediately upon filing pursuant to paragraph (b) of Rule 485
on July 1, 1999 pursuant to paragraph (b) of Rule 485
-----
----- 60 days after filing pursuant to paragraph (a)(1) of Rule 485
on (date) pursuant to paragraph (a)(1) of Rule 485
-----
Title of Securities Being Registered
Units of Interest Under Variable Annuity Contracts
<PAGE>
The prospectus and statement of additional information for Lincoln
National Variable Annuity Account C (Multi Fund) included in
Post-Effective Amendment No. 16 to the Registration Statement on Form N-4
(File No. 33-25990), filed with the Securities and Exchange Commission on
April 22, 1999, are incorporated herein by reference.
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
MULTI FUND VARIABLE ANNUITY CONTRACTS
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
SUPPLEMENT DATED JULY 1, 1999 TO THE PROSPECTUS DATED MAY 1, 1999
This supplement describes certain changes to the VARIABLE ANNUITY ACCOUNT
("VAA"), available for allocation of PURCHASE PAYMENTS under the Multi Fund
Variable Annuity Contracts noted above (the "Contracts"). Please retain this
supplement with your Contract prospectus for your reference. Unless otherwise
stated, italicized terms have the same definitions as in the prospectus.
ADDITIONS TO THE VARIABLE ANNUITY ACCOUNT AVAILABLE UNDER THE CONTRACTS. ON OR
ABOUT SEPTEMBER 7, 1999, eight additional investment options (each a "New Fund"
and together the "New Funds") will be available under the Contracts. At that
time, the New Funds may not be available in all states. Please contact your
investment dealer for current information. Some plans limit the funds and series
available under the plan. The New Funds are listed below:
BT Insurance Funds Trust:
Equity 500 Index Fund
Small Cap Index Fund
Baron Capital Asset Fund (Insurance Class)
Fidelity Variable Insurance Product Fund: VIP Growth (Service Class)
Fidelity Variable Insurance Product Fund II: VIP II Contrafund (Service Class)
Janus Aspen Series: Worldwide Growth Fund
Neuberger Berman Advisors Management Trust (AMT):
AMT Partners Fund
AMT Mid-Cap Growth Fund
EXPENSE TABLES. All Expense Table information regarding Summary of Contractowner
expenses, Annual contract fee, and VAA annual expenses also applies to the new
funds. The following Expense Table information regarding the New Funds should be
added to the annual expenses of the funds and series for the year-ended December
31, 1998 included in the Contract prospectus:
<TABLE>
<CAPTION>
Management 12b-1 Other Total Fund
fees fees expenses expenses
---- ---- -------- --------
<S> <C> <C> <C> <C>
Equity 500 Index Fund (1)* 0.20% 0.00% 0.10% 0.30%
Small Cap Index Fund (1)* 0.35 0.00 0.10 0.45
Capital Asset (3)* 1.00 0.25 0.20 1.45
VIP Growth (4)* 0.59 0.10 0.11 0.80
<PAGE>
<S> <C> <C> <C> <C>
VIP II Contrafund (4)* 0.59 0.10 0.11 0.80
Aspen Worldwide Growth (5)* 0.65 0.00 0.07 0.72
AMT Partners 0.78 0.00 0.06 0.84
AMT Mid-Cap Growth (2)* 0.85 0.00 0.15 1.00
</TABLE>
* After waivers and/or reimbursements
VOLUNTARY FEE REIMBURSEMENTS:
The following funds VOLUNTARILY waive expenses to the extent necessary to
maintain a maximum total expense ratio:
1 Under the Advisory Agreement with Bankers Trust Company (the
"Advisor"), the Fund will pay an advisory fee at an annual percentage rate
of 0.20% of the average daily net assets of the Equity 500 Index Fund.
These fees are accrued daily and paid monthly. The Advisor has VOLUNTARILY
undertaken to waive its fee and to reimburse the Fund for certain expenses
so the Fund's total operating expenses will not exceed 0.30% of average
daily net assets. Under the Advisory Agreement with the Advisor, the Small
Cap Index Fund will pay an advisory fee at an annual percentage rate of
0.35% of the average daily net assets of the Fund. These fees are accrued
daily and paid monthly. The Advisor has VOLUNTARILY undertaken to waive
its fee and to reimburse the Fund for certain expenses so the Fund's total
operating expenses will not exceed 0.45% of average daily net assets.
Without the reimbursement to the Funds for the year ended 12/31/98
total expenses would have been 1.19% for the Equity 500 Index Fund and
1.58% for the Small Cap Index Fund.
2 Neuberger Berman Management Inc. (NBMI) (the Advisor) has VOLUNTARILY
undertaken to reimburse certain operating expenses including compensation
to Neuberger Berman and excluding taxes, interest, extraordinary expense,
brokerage commissions and transaction costs that exceed in the aggregate,
1.0% of the AMT Mid-Cap Growth Portfolio's average daily net asset value.
These expense reimbursement agreements are subject to termination upon 60
days written notice and there can be no assurance that these policies will
be continued thereafter. Without the reimbursement for the portfolio for
year ended 12/31/98 total expenses for the Fund would have been 1.43%.
CONTRACTUAL FEE REIMBURSEMENTS:
The following Funds contractually waive the management fee to the extent
necessary to maintain a maximum total expense ratio.
3 The advisor (BAMCO, Inc.) is contractually obligated to reduce its fee
to the extent required to limit Baron Capital Asset Fund's total operating
expenses to 1.5% for the first $250 million of assets in the Fund, 1.35%
for Fund assets over $250 million, and 1.25% for Fund assets over $500
million. Without the expense limitations, total operating expenses for the
Fund for the period October 1, 1998 through December 31, 1998 would have
been 7.62%.
<PAGE>
4 A portion of the brokerage commissions that certain Funds pay was used
to reduce Fund expenses. In addition, certain Funds, or Fidelity
Management & Research Company ("FMR") on behalf of certain Funds, have
entered into arrangements with their custodian whereby credits realized as
a result of uninvested cash balances were used to reduce custodian
expenses. Including these reductions, the total operating expenses
presented in the table would have been 0.75% for VIP II Contrafund and VIP
Growth.
5 All expenses are stated with contractual waivers and fee reductions by
the Advisor, Janus Capital. Fee reductions for the Janus Aspen Worldwide
Growth Portfolio reduce the management fee to the level of the
corresponding Janus retail fund. Other waivers, if applicable, are first
applied against the management fee and then against other expenses. Janus
Capital has agreed to continue the waivers and fee reductions until at
least the next annual renewal of the advisory agreement. Without the
reimbursements or waivers total expenses for the fund for the year ended
12/31/98 would have been 0.74%.
THE NEW FUNDS. Information about each of the New Funds, including their
investment objectives and investment management, is contained below.
EQUITY 500 INDEX FUND - The investment objective is to replicate as closely as
possible the performance of the Standard & Poor's 500 Composite Stock Price
Index before the deduction of Fund expenses. Bankers Trust Company serves as
the Fund's investment advisor.
SMALL CAP INDEX FUND - The investment objective is to replicate as closely as
possible (before the deduction of expenses) the total return of the Russell 2000
Small Stock Index (the "Russell 2000"), an index consisting of approximately
2,000 small-capitalization common stocks. Bankers Trust Company serves as
the Fund's investment advisor.
CAPITAL ASSET FUND - The investment objective is to purchase stocks, judged by
the advisor, to have the potential of increasing their value at least 50% over
two subsequent years, although that goal may not be achieved. BAMCO, Inc.
serves as the Fund's investment advisor.
VIP II CONTRAFUND FUND - The investment objective is capital appreciation by
investing primarily in securities of companies whose value the advisor
believes is not fully recognized by the public. Fidelity Management &
Research Company serves as the Fund's investment advisor.
VIP GROWTH FUND - The investment objective is to achieve capital appreciation.
The Portfolio normally purchases common stock. Fidelity Management &
Research Company serves as the Fund's investment advisor.
ASPEN WORLDWIDE GROWTH FUND - The investment objective is long-term growth of
capital in a manner consistent with the preservation of capital by investing
primarily in common stocks of foreign and domestic issuers and may at times
invest in fewer than five countries or even a single country. Janus Capital
Corporation serves as the Fund's investment advisor.
<PAGE>
AMT PARTNERS FUND - The investment objective is capital growth through an
investment approach that is designed to increase capital with reasonable risk.
It invests mainly in common stocks of mid-to large-capitalization companies,
using the value-oriented investment approach. Neuberger Berman Management
Inc. serves as the Fund's investment advisor.
AMT MID-CAP GROWTH FUND - The investment objective is growth of capital
through an investment approach that is designed to increase capital with
reasonable risk. It invests mainly in common stocks of medium capitalization
companies. Neuberger Berman Management Inc. serves as the Fund's investment
advisor.
Some advisors (or their affiliate) may pay compensation to Lincoln Life (or
an affiliate) for administration, distribution, or other expenses. Currently
these advisors include: Bankers Trust, BAMCO, FRM, Janus, and Neuberger
Berman. The amount of compensation is usually based on assets of the
Portfolio from contracts that we issue or administer, and some advisors may
pay us more than others.
Additional information about the New Funds, their investment policies, risks,
fees and expenses and all other aspects of their operations, can be found in the
prospectuses for the New Funds, which should be read carefully before investing.
The prospectuses for the New Funds will be provided prior to their becoming
available to the VAA. THERE IS NO ASSURANCE THAT ANY NEW FUND WILL ACHIEVE ITS
STATED OBJECTIVES.
<PAGE>
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
MULTI FUND VARIABLE ANNUITY CONTRACTS
LINCOLN NATIONAL VARIABLE ANNUITY ACCOUNT C
SUPPLEMENT DATED JULY 1, 1999 TO THE
STATEMENT OF ADDITIONAL INFORMATION DATED MAY 1, 1999
This supplement provides performance information in conjunction with certain
changes to the VAA available for allocation of PURCHASE PAYMENTS under the Multi
Fund Variable Annuity Contracts noted above (the "Contracts"). Please retain
this supplement with your Contract Statement of Additional Information for your
reference. Unless otherwise stated, italicized terms have the same definitions
as in the prospectus.
ON OR ABOUT SEPTEMBER 7, 1999, eight additional investment options will be
available under the Contracts: BT Insurance Funds Trust: Equity 500 Index
Fund; BT Insurance Funds Trust: Small Cap Index Fund; Baron Capital Asset
Fund Trust (Insurance Class); Fidelity Variable Insurance Product Fund: VIP
Growth (Service Class); Fidelity Variable Insurance Product Fund II: VIP II
Contrafund (Service Class); Janus Aspen Series: Worldwide Growth Fund;
Neuberger Berman Advisors Management Trust (AMT): AMT Partners Fund;
Neuberger Berman Advisors Management Trust (AMT): AMT Mid-Cap Growth Fund
(together the "New Funds"). Each New Fund is available through a new
subaccount in the VAA. The following performance information should be added
to the performance information included in the Contract Statement of
Additional Information.
SUBACCOUNT PERFORMANCE
The Average Annual Total Return is not available for the new subaccounts,
because they will not commence operations until approximately September 7, 1999.
HISTORICAL FUND PERFORMANCE ADJUSTED FOR VAA AND CONTRACT FEES AND CHARGES.
Performance information for the periods prior to the date the subaccounts
commenced operations will be calculated based on the performance of the New
Funds and the assumption that the subaccounts were in existence for the same
periods as those indicated for the New Funds, with the Contract charges that
were in effect during the time periods shown. This performance information is
referred to as nonstandardized performance data. THIS INFORMATION DOES NOT
INDICATE OR REPRESENT FUTURE PERFORMANCE.
The following information is hereby added to the Nonstandard performance data -
Subaccounts of Account C (contracts without EGMDB) table:
<PAGE>
<TABLE>
<CAPTION>
Type of Subaccounts
Performance BT BT Capital VIP VIP II
Data Equity 500 Small Cap Asset Growth Contrafund
- --------- ---------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Monthly
(12/31/98) 5.8% 6.0% 10.0% 8.4% 12.1%
Year-to-date
(12/31/98) 27.4 (3.2) N/A 38.0 28.5
Yearly
(12/31/98) 27.4 (3.2) N/A 38.0 28.5
3-Year
Annualized
(12/31/98) N/A N/A N/A 30.4 N/A
</TABLE>
<TABLE>
<CAPTION>
Type of Subaccounts
Performance Worldwide AMT AMT
Data Growth Partners Mid-Cap
- --------- ---------- --------- ---------
<S> <C> <C> <C>
Monthly
(12/31/98) 8.1% 2.3% 13.6%
Year-to-date
(12/31/98) 27.6 3.2 37.9
Yearly
(12/31/98) 27.6 3.2 37.9
3-Year
Annualized
(12/31/98) N/A N/A N/A
</TABLE>
<PAGE>
PART C--OTHER INFORMATION
Item 24.
- --------
(a) LIST OF FINANCIAL STATEMENTS
(1) Part A The Table of Condensed Financial Information is included in
Part A of this Registration Statement.
(2) Part B
The following financial statements of Lincoln National Variable
Annuity Account C are included in the SAI:
Statement of Assets and Liability -- December 31, 1998
Statement of Operations -- Year ended December 31, 1998
Statements of Changes in Net Assets -- Years ended
December 31, 1998 and 1997
Notes to Financial Statements
Report of Ernst & Young LLP, Independent Auditors
(3) Part B
The following statutory-basis financial statements of Lincoln
National Life Insurance Company are included in the SAI:
Balance Sheets -- Statutory Basis -- December 31, 1998 and 1997
Statements of Operations -- Statutory Basis -- Years ended
December 31, 1998, 1997 and 1996
Statements of Changes in Capital and Surplus -- Statutory Basis --
Years ended December 31, 1998, 1997 and 1996
Statements of Cash Flows -- Statutory Basis -- Years ended
December 31, 1998, 1997, and 1996
Notes to Statutory-basis Financial Statements
Report of Ernst & Young LLP, Independent Auditors
24 (b) LIST OF EXHIBITS
(1) Resolution establishing separate accounts*
(2) N/A
(3) N/A
(4) Variable Annuity Contract*
(a) Multi Fund - Single premium contract*
(b) Multi Fund 1 - Periodic*
(c) Multi Fund 2 - Flexible*
(d) Multi Fund 3 - Flexible*
(e) Multi Fund 4 - Flexible (Incorporated by reference to Post-
Effective Amendment No. 14 to this Registration Statement.)
(f) Contract Rider - Multi Fund 2 & Multi Fund 3
(Incorporated by reference to Post-Effective
Amendment No. 13 to this Registration Statement.)
(g) Contract Rider - Multi Fund 4 (Incorporated by reference
filed with Post-Effective Amendment No. 13 to this
Registration Statement.)
(5) (a) Deferred Annuity Application (incorporated by reference to
Post-Effective Amendment No. 14 to this Registration
Registration Statement.)
(b) 403(b) Annuity Application (incorporated by reference to
Post-Effective Amendment No. 14 to this Registration
Statement.)
(6) (a) Articles of Incorporation of The Lincoln National Life
Insurance Company are (incorporated herein by reference
to the Registration Statement of Lincoln National Life
Insurance Company on Form N-4 (33-27783) filed
on December 5, 1996.)
(b) By-Laws of The Lincoln National Life Insurance Company are
incorporated herein by reference to the Registration
Statement of Lincoln National Life Insurance Company on
Form N-4 (33-27783) filed on May 20, 1997.
(7) N/A
(8) (a) Services Agreement between Delaware Management Holdings,
Inc., Delaware Service Company, Inc. and Lincoln National
Life Insurance Company (incorporated by reference to the
Registration Statement of Lincoln National Life Insurance
Company on Form S-6 (333-40745) filed on November 21, 1997.
(b) Participation Agreement among Delaware Group Premium
Fund, Inc and Lincoln National Life and Delaware
Distributors, LP*
(c) Selling Group Agreement for Lincoln Financial Advisors
(incorporated by reference to Post-effective Amendment
No. 16 to this Registration Statement.).
(d) Participation Agreement among Lincoln National Aggressive
Growth Fund, Inc. and Lincoln National Life Insurance
Company. (Incorporated by reference to Post Effective
Amendment No. 8 to the Registration Statement of Lincoln
National Aggressive Growth Fund form N-1A, 33-70742 on
April 16, 1999.)
(e) Participation Agreement among Lincoln National Capital
Appreciation Fund, Inc. and Lincoln National Life Insurance
Company. (Incorporated by reference to Post Effective
Amendment No. 21 to the Registration Statement of Lincoln
National Capital Appreciation Fund form N-1A, 33-70272 on
April 16, 1999.)
(f) Participation Agreement among Lincoln National Global
Asset Allocation Fund, Inc. (formerly Putnam Master
Fund, Inc.) and Lincoln National Life Insurance Company.
(Incorporated by reference to Post Effective Amendment No. 7
to the Registration Statement of Lincoln National Global
Asset Allocation Fund form N-1A, 33-13530 on April 16,
1999.)
(g) Participation Agreement among Lincoln National International
Fund, Inc. (formerly Real Estate Fund, Inc.) and Lincoln
National Life Insurance Company. (Incorporated by reference
to Post Effective Amendment No. 7 to the Registration
Statement of Lincoln National International Fund form N-1A,
33-38335 on April 16, 1999.)
(h) Participation Agreement among Lincoln National Money Market
Fund, Inc. and Lincoln National Life Insurance Company.
(Incorporated by reference to Post Effective Amendment
No. 15 to the Registration Statement of Lincoln National
Money Market Fund form N-1A, 2-80743 on April 16, 1999.)
(i) Participation Agreement among Lincoln National Special
Opportunities Fund, Inc. and Lincoln National Life
Insurance Company. (Incorporated by reference to Post
Effective Amendment No. 20 to the Registration Statement
of Lincoln National Special Opportunities Fund form N-1A,
2-80731 on April 16, 1999.)
(j) Participation Agreement among Lincoln National Bond Fund,
Inc. and Lincoln National Life Insurance Company.
(Incorporated by reference to Post Effective Amendment
No. 11 to the Registration Statement of Lincoln National
Bond Fund form N-1A, 2-80746 on April 16, 1999.)
(k) Participation Agreement among Lincoln National Equity-
Income Fund, Inc. and Lincoln National Life Insurance
Company. (Incorporated by reference to Post Effective
Amendment No. 19 to the Registration Statement of Lincoln
National Equity-Income Fund form N-1A, 33-71158 on
April 16, 1999.)
(l) Participation Agreement among Lincoln National Growth and
Income Fund, Inc. and Lincoln National Life Insurance
Company. (Incorporated by reference to Post Effective
Amendment No. 20 to the Registration Statement of Lincoln
National Growth and Income Fund form N-1A, 2-80741 on
April 16, 1999.)
(m) Participation Agreement among Lincoln National Managed
Fund, Inc. and Lincoln National Life Insurance Company.
(Incorporated by reference to Post Effective Amendment
No. 13 to the Registration Statement of Lincoln National
Managed Fund form N-1A, 2-82276 on April 16, 1999.)
(n) Participation Agreement among Lincoln National Social
Awareness Fund, Inc. (formerly Government Securities
Fund, Inc.) and Lincoln National Life Insurance Company.
(Incorporated by reference to Post Effective Amendment
No. 20 to the Registration Statement of Lincoln National
Special Awareness Fund form N-1A, 33-19896 on April 16,
1999.)
(o) Amendment to fund participation agreement between Delaware
Group Premium Fund, Inc. and Lincoln National Life and
Delaware Distributors LP, dated November 1, 1998.
(Incorporated by reference to Post Effective Amendment
No. 16 to this registration statement.)
(p) Participation Agreement among Bankers Trust (BT) Insurance
Trust - (Equity 500 Index Fund and Small Cap Index Fund)
and Lincoln National Life Insurance Company. (Incorporated
by reference to the Registration Statement of Lincoln
National form N-4, 333-62819 on April 21, 1999.)
(q) Participation Agreement among Baron Capital Asset Fund and
Lincoln National Life Insurance Company. (Incorporated by
reference to the Registration Statement of Lincoln National
form N-4, 333-04999 on September 30, 1998.)
(r) Participation Agreement among Fidelity Variable Insurance
Trust (VIP) II and Lincoln National Life Insurance Company.
(Incorporated by reference to the Registration Statement of
Lincoln National form N-4, 333-04999 on September 30, 1998.)
(s) Participation Agreement among Janus Aspen Series and Lincoln
National Life Insurance Company. (Incorporated by reference
to the Registration Statement of Lincoln National form N-4,
333-04999 on September 30, 1998.)
(t) Participation Agreement among Neuberger Berman AMT Funds and
Lincoln National Life Insurance Company. (Incorporated by
reference to the Registration Statement of Lincoln National
form N-4, 333-04999 on September 30, 1998.)
(u) Participation Agreement among Variable Insurance Trust
(VIP) and Lincoln National Life Insurance Company.
(Incorporated by reference to the Registration Statement of
Lincoln National form N-4, 333-04999 on September 30, 1998.)
(9) Opinion and Consent of Jeremy Sachs, Senior Counsel
(Incorporated by reference to post-effective amendment No. 14
to this registration statement.)
(10) Consent of Ernst & Young LLP, Independent Auditors
(11) N/A
(12) N/A
(13) Schedule of Computation. (Incorporated by reference filed with
post-effective amendment No. 13 to this registration statement.)
(14) N/A
(15) (a) Organizational Chart of Lincoln National Life Insurance
Holding Company System (incorporated by reference to Post-
effective Amendment No. 16 to this Registration Statement.)
(b) Memorandum Concerning Books and Records (incorporated by
reference to Post-effective Amendment No. 16 to this
Registration Statement.)
(16) Powers of Attorney (incorporated by reference to Post-effective
Amendment No. 16 to this Registration Statement.)
(a) Gabriel Shaheen
(b) Lawrence Rowland
(c) Keith Ryan
(d) H. Thomas McMeekin
(e) Richard Vaughan
(f) Jon Boscia
* Incorporated by reference to the registration statement of Lincoln National
Life Insurance Company Post-Effective Amendment 15 to this Registration
Statement (File No. 33-25990.)
<PAGE>
Item 25.
- --------
DIRECTORS AND OFFICERS OF THE DEPOSITOR
<TABLE>
<CAPTION>
Name Positions and Officers
- ---- ------------------------------
<S> <C>
Gabriel L. Shaheen* President, Chief Executive Officer and Director
Jon A. Boscia** Director
John H. Gotta**** Senior Vice President and Assistant Secretary
Stephen H. Lewis* Senior Vice President
H. Thomas McMeekin** Director
Cynthia A. Rose** Secretary and Assistant Vice President
Lawrence T. Rowland*** Executive Vice President and Director
Keith J. Ryan* Vice President, Controller and Chief Accounting
Officer
Todd R. Stephenson Senior Vice President, Chief Financial Officer
and Assistant Treasurer
Eldon J. Summers** Second Vice President and Treasurer
Richard C. Vaughan** Director
Michael R. Walker Senior Vice President
Roy V. Washington***** Vice President and Chief Compliance Officer
</TABLE>
* Principal business address is 1300 South Clinton Street, Fort Wayne,
IN 46802-3506
** Principal business address is 200 East Berry Street, Fort Wayne, IN
46802-2706
*** Principal business address is 1700 Magnavox Way, One Reinsurance Place,
Fort Wayne, IN 48604-1538.
**** Principal business address is 350 Church Street, Hartford, CT 06103
***** Principal business address is 915 S. Clinton, Fort Wayne, IN 46802
Item 26.
- --------
PERSONS CONTROLLED BY OR UNDER COMMON
CONTROL WITH THE DEPOSITOR OR REGISTRANT
See Exhibit 15(a): The Organizational Chart of The Lincoln National
Insurance Holding Company System is hereby incorporated herein by this
reference.
Item 27.
- --------
NUMBER OF CONTRACT OWNERS
As of May 1, 1999, there were 453,000 Contract Owners under Lincoln
National Variable Annuity Account C.
Item 28.
- --------
INDEMNIFICATION--UNDERTAKING
(a) Brief description of indemnification provisions.
In general, Article VII of the By-Laws of The Lincoln National Life
Insurance Company (LNL) provides that LNL 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 LNL, 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 not opposed to the best interests of, LNL. Certain
additional conditions apply to indemnification in criminal proceedings.
In particular, separate conditions govern indemnification of directors,
officers, and employees of LNL in connection with suits by, or in the
rights of, LNL.
Please refer to Article VII of the By-Laws of LNL (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 National Variable Annuity Fund A (Group); Lincoln National
Variable Annuity Fund A (Individual); Lincoln National Flexible Premium
Variable Life Account D; Lincoln National Flexible Premium Variable
Life Account F; Lincoln National Flexible Premium Variable Life
Account G; Lincoln National Variable Annuity Account H; Lincoln Life
Flexible Premium Variable Life Account K; Lincoln Life Flexible Premium
Variable Life Account M; Lincoln Life Variable Annuity Account N;
Lincoln Life Variable Annuity Account Q; Lincoln National Variable
Annuity Accounts 50 and 51
(b) See Item 25.
(c) Commissions and Other Compensation Received by Lincoln National Life
Insurance Company from Lincoln National Variable Annuity Account C
during the fiscal year which ended December 31, 1998:
<PAGE>
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Net Underwriting
Name of Principal Discounts and Compensation Brokerage
Underwriter Commissions on Redemption Commissions Compensation
- ----------------- ---------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
The Lincoln National
Life Insurance a b
Company None $12,887,791 None $104,425,602
</TABLE>
Notes:
(a) These figures represent compensation received by Lincoln National Life
Insurance Company for surrender, withdrawal and contract charges. See Charges
and other deductions, in the Prospectus.
(b) These figures represent compensation received by Lincoln National Life
Insurance Company for mortality and expense guarantees. See Charges and other
deductions, in the Prospectus.
Item 30.
- --------
LOCATION OF ACCOUNTS AND RECORDS
Exhibit 15(b) is hereby expressly incorporated herein by this reference.
Item 31.
- --------
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 cared or 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 statement 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.
Item 33.
- --------
Registrant represents that it is relying on the American Council of
Life Insurance (avail. Nov. 28, 1988) no-action letter with respect to
Contracts used in connection with retirement plan meeting the requirements of
Section 403(b) of the Internal Revenue Code, and represents further that it
will comply with the provisions of paragraphs (1) through (4) set forth in
that no-action letter.
Item 34.
- --------
For Contracts sold in connection with the Texas Option Retirement
Program, Registrant is relying on Rule 6c-7 and represents that paragraphs
(a) through (d) of that rule have been complied with.
<PAGE>
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 Amendment and has caused
this Amendment to the Registration Statement to be signed on its behalf, in
the City of Fort Wayne, and the State of Indiana on this 30th day of June,
1999.
LINCOLN NATIONAL VARIABLE ANNUITY
Account C - Multi-Fund
(Registrant)
By: /s/ Stephen H. Lewis
------------------------------------
Stephen H. Lewis
(Signature-Officer of Depositor)
Senior Vice President, LNL
(Title)
By: THE LINCOLN NATIONAL LIFE
INSURANCE COMPANY (LNL)
(Depositor)
By: /s/ Kelly D. Clevenger
------------------------------------
Kelly D. Clevenger
Vice President, LNL
(b) As required by the Securities Act of 1993, this Amendment to the
Registration Statement has been signed for the Depositors by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
* Chief Executive June 30, 1999
- -------------------------- Officer, President & -------------
Gabriel L. Shaheen Director (Principal Executive
Officer)
* Executive Vice President June 30, 1999
- -------------------------- and Director -------------
Lawrence T. Rowland
/s/ Keith J. Ryan Senior Vice President, Chief June 30, 1999
- -------------------------- Financial Officer and Assistant -------------
Keith J. Ryan Treasurer (Principal Accounting
Officer)
/s/ Todd R. Stephenson Senior Vice President, June 30, 1999
- ------------------------- Chief Financial Officer -------------
Todd R. Stephenson and Assistant Treasurer
(Principal Financial Officer)
* Director June 30, 1999
- ------------------------- -------------
Jon A. Boscia
* Director June 30, 1999
- -------------------------- -------------
H. Thomas McMeekin
* Director June 30, 1999
- -------------------------- -------------
Richard C. Vaughan
* By /s/ Steven M. Kluever pursuant to a Power of Attorney
--------------------- filed with Post-Effective
Steven M. Kluever Amendment No. 16 to this
Registration Statement on Form
N-4
<PAGE>
Exhibit 10
Consent of Ernst & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Independent Auditors"
in the Post Effective Amendment No. 16 to the Registration Statement (Form N-4
No. 33-25990), which is incorporated by reference into Post-Effective Amendment
No. 17, and the related Statement of Additional Information appearing therein
and pertaining to Lincoln National Variable Annuity Account C, and to the use
therein of our reports dated (a) February 1, 1999, with respect to the
statutory-basis financial statements of The Lincoln National Life Insurance
Company, and (b) March 30, 1999, with respect to the financial statements of
Lincoln National Variable Annuity Account C.
Fort Wayne, Indiana
June 25, 1999
