[Federal Register Volume 64, Number 11 (Tuesday, January 19, 1999)]
[Notices]
[Pages 2927-2929]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 99-1089]



[[Page 2927]]

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SECURITIES AND EXCHANGE COMMISSION

[Rel. No. IC-23643; File No. 812-11334]


The Lincoln National Life Insurance Company, et al.

January 12, 1999.
AGENCY: Securities and Exchange Commission (the ``Commission'' or 
``SEC'').

ACTION: Notice of application for an order of approval pursuant to 
Section 26(b) of the Investment Company Act of 1940 (the ``1940 Act'' 
or ``Act'').

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SUMMARY OF APPLICATIONS: Applicants seek an order to permit Lincoln 
National and LLANY, on behalf of Lincoln National Account L and LLANY 
Account L, to substitute securities issued by certain management 
investment companies and held by the Accounts to support certain group 
variable annuity contracts (the ``Contracts'') issued by Lincoln 
National and LLANY.

APPLICANTS: The Lincoln National Life Insurance Company (``Lincoln 
National''), Lincoln National Variable Annuity Account L (``Lincoln 
National Account L''), Lincoln Life & Annuity Company of New York 
(``LLANY'') and Lincoln Life & Annuity Variable Annuity Account L 
(``LLANY Account L'') (Lincoln National Account L and LLANY Account L 
together, the ``Accounts'') (all collectively, the ``Applicants'').

FILING DATE: The application was filed on October 1, 1998.

HEARING OR NOTIFICATION OF HEARING: An order granting the application 
will be issued unless the SEC orders a hearing. Interested persons may 
request a hearing by writing to the Secretary of the SEC and serving 
the Applicants with a copy of the request, personally or by mail. 
Hearing requests must be received by the SEC by 5:30 p.m. on February 
8, 1999, and should be accompanied by proof of service on the 
Applicants in the form of an affidavit or, for lawyers, a certificate 
of service. Hearing requests should state the nature of the writer's 
interest, the reason for the request, and the issues contested. Persons 
may request notification of a hearing by writing to the Secretary of 
the SEC.

ADDRESSES: Secretary, Securities and Exchange Commission, 450 Fifth 
Street, NW, Washington, D.C. 20549. Applicants, Jeremy Sachs, Esquire, 
The Lincoln National Life Insurance Company, 1300 South Clinton Street, 
Fort Wayne, IN 46801-1110, Robert O. Sheppard, Esquire, Lincoln Life & 
Annuity Company of New York, 120 Madison Street, Suite 1700, Syracuse, 
NY 13202-2802. Copies to Kimberly J. Smith, Esquire, Sutherland Asbill 
& Brennan LLP, 1275 Pennsylvania Avenue, NW, Washington, DC 20004-2415.

FOR FURTHER INFORMATION CONTACT: Lorna MacLeod, Attorney, or Mark 
Amorosi, Special Counsel, Office of Insurance Products, Division of 
Investment Management, at (202) 942-0670.

SUPPLEMENTARY INFORMATION: Following is a summary of the application. 
The complete application is available for a fee from the SEC's Public 
Reference Branch.

Applicants' Representations

    1. Lincoln National, a stock life insurance company incorporated 
under the laws of Indiana, is the depositor and sponsor of the Lincoln 
National Account L. Lincoln National is wholly-owned by Lincoln 
National Corporation, a publicly-held insurance holding company.
    2. LLANY is a life insurance company chartered under New York law 
and is a subsidiary of Lincoln National. LLANY is the depositor and 
sponsor of LLANY Account L.
    3. Lincoln National Account L is registered under the Act as a unit 
investment trust (Rile No. 811-7645). The assets of Lincoln National 
Account L support certain group flexible premium deferred variable 
annuity contracts. Interests in Lincoln National Account L offered 
through such contracts are registered under the Securities Act of 1933 
(``1933 Act'') on Form N-4 (File Nos. 333-4999, 333-5827, and 333-
5815). The following nine sub-accounts are currently available as 
options under Lincoln National Account L Contracts: Index Account; 
Growth I Account; Asset Manager Account; Growth II Account; Balanced 
Account; International Stock Account; Socially Responsible Account; 
Equity-Income Account; and Small Cap Account.
    4. LLANY Account L is registered under the Act as a unit investment 
(File No. 811-7785). The assets of LLANY Account L support certain 
group flexible premium deferred variable annuity contracts. Interests 
in LLANY Account L offered through such contracts are registered under 
the 1933 Act on Form N-4 (Reg. File Nos. 333-10963, 333-10805, and 333-
10861). LLANY Account L is invested in the same investment sub-accounts 
as are available under Lincoln National Account L.
    5. Each of the nine sub-accounts of the Lincoln National Account L 
and LLANY Account L invests exclusively in the shares of a single 
portfolio that is a separate series of an open-end management 
investment company registered on Form N-1A. The nine portfolios are: 
Dreyfus Stock Index Fund, Calvert Social Balanced Portfolio of Calvert 
Variable Series, Small Cap Portfolio of Dreyfus Variable Investment 
Fund, Fidelity Variable Insurance Products Fund (``VIP'') Equity-Income 
Portfolio, VIP Growth Portfolio, and VIP Money Market Portfolio, 
Fidelity Variable Insurance Products Fund II Asset Manager Portfolio, 
American Century VP Capital Appreciation and American Century VP 
Balanced of American Century Variable Portfolios, Inc., and 
International Stock Portfolio of T. Rowe Price International Series, 
Inc.
    6. The Contracts reserve to Lincoln National and LLANY the right, 
subject to Commission approval, to substitute shares of another open-
end management investment company for the shares of an open-end 
management investment company held by any sub-account. The reservation 
is disclosed in the prospectuses for the Contracts.
    7. Currently, Contract owners may transfer cash value among and 
between the sub-accounts without the imposition of a transfer charge. 
All the Contracts, however, reserve to Lincoln National or LLANY, as 
applicable, the right to restrict transfer privileges.
    8. The Applicants propose on or about April 30, 1999, to replace 
shares of the Calvert Social Balanced Portfolio with shares of the 
Lincoln National Social Awareness Fund, Inc. (the ``Social Awareness 
Fund''), and shares of the American Century VP Capital Appreciation 
with shares of the Lincoln National Aggressive Growth Fund, Inc. (the 
``Aggressive Growth Fund'') (the Social Awareness Fund and the 
Aggressive Growth Fund together, the ``Substitute Funds''). Lincoln 
National and LLANY, on behalf of Lincoln National Account L and LLANY 
Account L respectively, will redeem shares of the replaced funds for 
cash and use the proceeds to purchase shares in the Substitute Funds. 
The companies will place redemption requests and purchase orders 
simultaneously so that contract values are fully invested at all times.
    9. The investment objective of the Calvert Social Balanced 
Portfolio, a nondiversified fund, is to achieve a total return above 
the rate of inflation through an actively managed, nondiversified 
portfolio of common and preferred stocks, bonds, and money market 
instruments which offer income and capital growth opportunity and which 
satisfy the social concern criteria

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established for the fund. The fund invests in enterprises that make a 
significant contribution to society through their products and services 
and through the way they do business. The Calvert Social Balanced 
Portfolio's investment objective is not fundamental and may be changed 
at any time with 60 days notice to shareholders.
    10. The investment objective of the Social Awareness Fund, a 
diversified fund, is to achieve long-term capital appreciation. It 
seeks to achieve this objective by investing primarily in common stocks 
of established companies which satisfy certain social criteria, with 
the objective of maximizing long-term capital appreciation, while 
giving some emphasis to income. The fund invests in common stock and 
securities convertible into common stock, all selected in accordance 
with the fund's social criteria. The Social Awareness Fund's investment 
objective is fundamental, and cannot be changed without a shareholder 
vote.
    11. The investment objective of the American Century VP Capital 
Appreciation is to seek capital growth. The fund seeks to achieve its 
investment objective by investing in common stocks and other securities 
that meet certain fundamental and technical standards of selection and 
have, in the opinion of the fund's investment manager, better than 
average potential for appreciation. The fund seeks to stay fully 
invested in such securities, regardless of the movement of stock prices 
generally.
    12. The investment objective of the Aggressive Growth Fund is to 
seek to maximize capital appreciation. The fund pursues its objective 
by investing in a diversified portfolio of equity securities of small 
and medium-sized companies which have a dominant position within their 
respective industries, are undervalued or have potential for growth in 
earnings.
    13. The following chart shows the total returns for the replaced 
funds for the past two years as well as the average annual total return 
since each fund's date of inception.

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                                                                        Total return \1\ of replaced funds
                                                                 -----------------------------------------------
                                                                   Inception of
                         Replaced funds                              portfolio
                                                                  through 12/31/  1997 (percent)  1996 (percent)
                                                                      97 \2\
                                                                     (percent)
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Calvert Social Balanced (inception date: September 2, 1986).....           11.20           20.08           12.62
American Century VP Capital Appreciation (inception date:
 November 20, 1987).............................................            9.34           -3.26          -4.32
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\1\ Total return for the replaced funds represents the historic performance of the Funds calculated in
  accordance with methods prescribed in Form N-1A.
\2\ Total returns for the period from inception through December 31, 1997 have been annualized.

    14. The following chart shows the total returns for the Substitute 
Funds for the past two years as well as average annual total return 
since each fund's date of inception. Each Substitute Fund has 
outperformed the corresponding replaced fund during each period shown.

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                                                                     Total return \3\ of substitute portfolios
                                                                 -----------------------------------------------
                                                                   Inception of
                        Substitute funds                           fund through
                                                                   12/31/97 \4\   1997 (percent)  1996 (percent)
                                                                     (percent)
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Social Awareness Fund (inception date: May 2, 1988).............           19.03           37.53           28.94
Aggressive Growth Fund (inception date: February 3, 1994).......           15.04           23.09           17.02
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\3\ Total return for the Substitute Funds represents historic performance calculated in accordance with methods
  prescribed in Form N-1A.
\4\ Total returns for the period from inception through December 31, 1997 are annualized.

    15. The following chart shows the approximate size and expense 
ratio for each of the replaced funds for the past two and one-half 
years.\5\

    \5\ Expense ratios include management fees and operating 
expenses. Each Fund currently pays a monthly management fee based on 
its average daily net assets at the following annual rates: Calvert 
Social Balanced Portfolio, 0.70% (plus or minus a fee adjustment of 
0.05% to 0.15%) and American Century VP Capital Appreciation, 1.00%. 
As of October 1, 1998, the management fee for the American Century 
VP Capital Appreciation will be: 1.00% of the first $500 million, 
0.95% of the next $500 million, and 0.90% of the excess over $500 
million.

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                                           Net assets at
             Replaced funds                 December 31    Expense ratio
                                          (in thousands)     (percent)
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Calvert Social Balanced:
    1996................................        $161,473            0.81
    1997................................         227,834            0.80
    June 30, 1998 (inception date:
     September 2, 1986).................         275,385            0.77
American Century VP Capital
 Appreciation:
    1996................................       1,313,865            1.00
    1997................................         593,698            1.00
    June 30, 1998 (inception date:
     November 20, 1987).................         515,262            1.00
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    16. The following chart provides the approximate size and expense 
ratios for each of the Substitute Funds for the past two and one-half 
years.\6\

    \6\ Expense ratios include management fees and operating 
expenses. Each Substitute Fund currently pays a monthly management 
fee based on its average daily net assets. The management fee for 
each Substitute Fund as of December 31, 1997 is as follows: Social 
Awareness Fund--0.48% of the first $200 million, 0.40% of the next 
$200 million, 0.30% of the excess over $400 million; and Aggressive 
Growth Fund--0.75% of the first $200 million, 0.70% of the next $200 
million, 0.65% of the excess over $400 million.

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------------------------------------------------------------------------
                                           Net assets at
            Substitute funds                December 31    Expense ratio
                                          (in thousands)     (percent)
------------------------------------------------------------------------
Social Awareness Fund:
    1996................................        $636,595            0.46
    1997................................       1,255,494            0.41
    June 30, 1998 (inception date: May
     2, 1988)...........................       1,708,434            0.38
Aggressive Growth Fund:
    1996................................         242,609            0.82
    1997................................         342,763            0.81
    June 30, 1998 (inception date:
     February 3, 1994)..................         381,554            0.79
------------------------------------------------------------------------

    17. All Contract owners will be notified of the substitution before 
it occurs by supplements to the prospectus for the Contracts dated 
October 1, 1998. The supplements will also disclose that neither 
Lincoln National nor LLANY will exercise any rights resered by it under 
any of the Contracts to impose restrictions or fees on transfers until 
at least thirty days after the proposed substitutions.
    18. At least sixty days before the date of the substitutions, 
Contract owners invested in the affected subaccounts will receive a 
prospectus for each Substitute Fund.
    19. The proposed substitutions will take place at relative net 
asset value with no change in the amount of any Contract owner's cash 
value or death benefit or the dollar value of his or her investment in 
any of the Accounts. Contract owners will not incur any additional fees 
or charges as a result of the proposed substitutions nor will their 
rights or Lincoln National's and LLANY's obligations under the 
Contracts be altered in any way. All expenses incurred in connection 
with the proposed substitutions, including legal, accounting and other 
fees and expenses, will be paid by Lincoln National and LLANY. In 
addition, the proposed substitutions will not impose any tax liability 
on Contract owners. The proposed substitutions will not cause the 
Contract fees and charges currently paid by existing Contract owners to 
be greater after the proposed substitutions than before the proposed 
substitutions.
    20. Within five days after the substitutions, the companies will 
send to all Contract owners invested in the affected subaccounts notice 
that the substitutions were completed. The notice will also advise the 
Contract owners of their right to transfer cash value from either of 
the affected sub-accounts to other available sub-accounts and reiterate 
that neither Lincoln National nor LLANY will impose any restriction or 
fee on transfers for at least 30 days after the substitutions.

Applicants' Legal Analysis

    1. Section 26(b) of the Act requires the depositor of a registered 
unit investment trust holding the securities of a single issuer to 
obtain Commission approval before substituting the securities held by 
the trust. The section further provides that the Commission shall issue 
an order approving such substitution if the evidence establishes that 
the substitution is consistent with the protection of investors and the 
purposes fairly intended by the policies and provisions of the 1940 
Act.
    2. The purpose of Section 26(b) is to protect the expectation of 
investors in a unit investment trust that the unit investment trust 
will accumulate shares of a particular issuer and to prevent 
unscrutinized substitutions that might, in effect, force shareholders 
dissatisfied with the substituted security to redeem their shares and, 
thereby, possibly incur a sales charge. Section 26(b) protects 
investors by preventing a depositor or trustee of a unit investment 
trust from substituting the shares of one issuer for those of another 
issuer unless the Commission approves the substitution.
    3. Applicants assert that the proposed substitutions meet the 
standards that the Commission has applied to past substitutions.
    4. Applicants assert that despite some differences, the investment 
objectives and policies of the Substitute Funds are sufficiently 
similar to those of the replaced funds to assure that the core 
investment goals of the affected Contract owners can continue to be 
met. The Social Awareness Fund, like the Calvert Social Balanced Fund 
uses social criteria to select investments. The Aggressive Growth Fund, 
like the American Century VP Capital Appreciation Portfolio, is a 
growth-oriented stock fund.
    5. Applicants further assert that Contract owners will benefit from 
the proposed substitutions. In both cases, the performance of the 
Substitute Fund has been superior to that of the fund it will replace 
as measured in each of the past two calendar years and since the 
inception of the fund. In addition, the fees and expenses of the 
Substitute Fund are lower than those of the respective replaced fund. 
Applicants assert that the fees and expenses of the Substitute Funds 
are likely to remain lower for the foreseeable future because the 
Social Awareness Fund has substantially more assets than the Calvert 
Social Balanced Fund and because the asset base of the Aggressive 
Growth Fund, though currently lower than the American Century VP 
Capital Appreciation Portfolio, is growing, while the asset base of the 
American Century portfolio is declining.

Conclusion

    Applicants assert, for the reasons stated above, that the proposed 
substitutions are consistent with the protection of investors and the 
purposes fairly intended by the policy and provisions of the Act and 
that the requested order approving the substitution should be granted.

    For the Commission, by the Division of Investment Management, 
pursuant to delegated authority.
Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 99-1089 Filed 1-15-99; 8:45 am]
BILLING CODE 8010-01-M