Lincoln Life Variable Annuity Account N CORRESP Correspondence with SEC

Law Department

The Lincoln National Life Insurance Company

350 Church Street

Hartford, CT 06103

Scott C. Durocher

Assistant Vice President

and Senior Counsel

Phone: 860-466-1222

Scott.Durocher@LFG.com

VIA EDGAR & email

October 18, 2016

Alberto H. Zapata, Esq.

Senior Counsel

Disclosure Review and Accounting Office

Division of Investment Management

Securities and Exchange Commission

100 F Street, NE

Washington, DC 20549-8629

RE: Lincoln Life Variable Annuity Account N

The Lincoln National Life Insurance Company

Registration Statement on Form N-4 for

Individual Variable Annuity Contracts

File No. 333-214144 Lincoln Investor Advantage® RIA Class

Dear Mr. Zapata:

On behalf of The Lincoln National Life Insurance Company (“Lincoln”) and Lincoln Life Variable Annuity Account N for, attached is a courtesy copy of the initial registration statement under the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), on Form N-4 (the “Registration Statement”) for certain individual variable annuity contracts marketed under the name Lincoln Investor Advantage® RIA Class (the “RIA Contracts”). The Registration Statement was filed with the Securities and Exchange Commission (“the Commission”) via EDGAR on October 17, 2016.

Lincoln Investor Advantage® RIA Class is one of several contracts being developed by Lincoln in response to the recent Department of Labor ruling relating to the sale of retirement products and IRAs. The RIA Contracts are in many respects similar to certain individual variable annuity contracts issued by Lincoln through the Account (specifically, Lincoln Investor Advantage® RIA; File No. 333-193274) (the “LNL Contracts”). The enclosed copies of the prospectus and statement of additional information included in the Registration Statement for the RIA Contracts have been marked to show the differences between the RIA Contracts and the LNL Contracts.

As stated in the transmittal letter for the Registration Statement, we respectfully request that the Registration Statement be given selective review (Release IC-13768).

The material differences between the RIA Contracts and the LNL Contracts are as follows:

1.	The fund line-ups for the RIA Contracts and the LNL Contracts are slightly different. These differences are reflected in the following sections:

§	the available funds listing on pages 1-2,

§	the fund expense table,

§	the Description of the Funds paragraph under Investments of the Variable Annuity Account; and

§	Investment Requirements.

2.	The RIA Contracts are available for employee purchase and others who are identified as selling group individuals. The LNL Contracts do not have this provision.

3.	The RIA Contracts impose an annual account fee of $50, which will be waived if contract value is $50,000 or more on the contract anniversary. The account fee is also waived for selling group individuals.

Additionally, we have incorporated certain changes in response to comments recently received from you on File Nos. 333-212680, 333-212681, and 333-212682 (letter dated September 23, 2016).

The RIA Contracts will be sold by Registered Investment Advisers. The contract owner may take partial withdrawals from the contract value to pay these fees automatically by enrolling in an automatic withdrawal service specifically designated for this purpose.

We believe the blacklining accurately reflects the differences outlined above. Any questions or comments regarding this filing may be directed to my attention at 860-466-1222. Thank you for your assistance.

Sincerely,

Scott C. Durocher

<PAGE>

Lincoln Investor Advantage (Reg. TM) RIA Class

Individual Variable Annuity Contracts
Lincoln Life Variable Annuity Account N

XX XX, 2016

Home Office:
The Lincoln National Life Insurance Company
1300 South Clinton Street
Fort Wayne, IN 46802
1-877-534-8255
www.LincolnFinancial.com

This prospectus describes an individual flexible premium deferred variable
annuity contract that is issued by The Lincoln National Life Insurance Company
(Lincoln Life or Company). This contract can be purchased for use as either a
nonqualified annuity or qualified retirement annuity under Sections 408 (IRAs)
and 408A (Roth IRAs) of the tax code. Generally, you do not pay federal income
tax on the contract's growth until it is paid out. IRAs provide tax deferral
however, whether or not the funds are invested in an annuity contract. Further,
if your contract is a Roth IRA, you generally will not pay income tax on a
distribution, provided certain conditions are met. Therefore, there should be
reasons other than tax deferral for purchasing a qualified annuity contract.

The contract is designed to accumulate Contract Value and to provide income
over a certain period of time, or for life, subject to certain conditions. The
benefits offered under this contract may be a variable or fixed amount, if
available, or a combination of both. This contract also offers a Death Benefit
payable upon the death of the Contractowner or Annuitant. This prospectus is
used by both new purchasers and current Contractowners.

The state in which your contract is issued will govern whether or not certain
features, riders, restrictions, limitations, charges and fees will apply to
your contract. All material state variations are discussed in this prospectus,
however, non-material variations may not be discussed. You should refer to your
contract regarding state-specific features. Please check with your financial
professional regarding availability.

The minimum initial Purchase Payment for the contract is $10,000. Additional
Purchase Payments may be made to the contract, subject to certain restrictions,
and must be at least $100 per payment ($25 if transmitted electronically), and
at least $300 annually.

Except as noted below, you choose whether your Contract Value accumulates on a
variable or a fixed (guaranteed) basis or both. Your contract may not offer a
fixed account or if permitted by your contract, we may discontinue accepting
Purchase Payments or transfers into the fixed side of the contract at any time.
If any portion of your Contract Value is in the fixed account, we promise to
pay you your principal and a minimum interest rate. For the life of your
contract or during certain periods, we may impose restrictions on the fixed
account.

We offer variable annuity contracts that may offer different investment
options, features, and optional benefits. You should carefully consider whether
or not this contract is the best product for you.

All Purchase Payments for benefits on a variable basis will be placed in
Lincoln Life Variable Annuity Account N (Variable Annuity Account [VAA]). The
VAA is a segregated investment account of Lincoln Life. You take all the
investment risk on the Contract Value and the retirement income for amounts
placed into one or more of the contract's variable options ("Subaccounts"),
which, in turn, invest in corresponding underlying funds. If the Subaccounts
you select make money, your Contract Value goes up; if they lose money, it goes
down. How much it goes up or down depends on the performance of the Subaccounts
you select. We do not guarantee how any of the Subaccounts or their funds will
perform. Also, neither the U.S. Government nor any federal agency insures or
guarantees your investment in the contract. The contracts are not bank deposits
and are not endorsed by any bank or government agency.

The available funds are listed below:

AIM Variable Insurance Funds (Invesco Variable Insurance Funds)
Invesco V.I. Balanced-Risk Allocation Fund
Invesco V.I. Comstock Fund
Invesco V.I. Diversified Dividend Fund

Invesco V.I. Equally-Weighted S&P 500 Fund*

Invesco V.I. Equity and Income Fund
Invesco V.I. International Growth Fund

1
<PAGE>

AllianceBernstein Variable Products Series Fund
AB VPS Small/Mid Cap Value Portfolio

ALPS Variable Investment Trust
ALPS/Alerian Energy Infrastructure Portfolio
ALPS/Red Rocks Listed Private Equity Portfolio
ALPS/Stadion Tactical Defensive Portfolio

ALPS/Stadion Tactical Growth Portfolio

American Century Variable Portfolios, Inc.:

American Century VP Balanced Fund

American Funds Insurance Series (Reg. TM)
American Funds Asset Allocation Fund
American Funds Blue Chip Income and Growth Fund
American Funds Capital Income Builder (Reg. TM)
American Funds Global Growth Fund
American Funds Global Small Capitalization Fund
American Funds Growth Fund
American Funds Growth-Income Fund
American Funds International Fund
American Funds Mortgage FundSM
American Funds New World Fund (Reg. TM)

BlackRock Variable Series Funds, Inc.
BlackRock Global Allocation V.I. Fund
BlackRock iShares (Reg. TM) Alternative Strategies V.I. Fund

Columbia Funds Variable Insurance Trust
Columbia VP Strategic Income Fund

Columbia Funds Variable Insurance Trust II
Columbia VP Commodity Strategy Fund
Columbia VP Emerging Markets Bond Fund

Delaware VIP (Reg. TM) Trust
Delaware VIP (Reg. TM) Diversified Income Series
Delaware VIP (Reg. TM) Emerging Markets Series
Delaware VIP (Reg. TM) REIT Series
Delaware VIP (Reg. TM) Small Cap Value Series
Delaware VIP (Reg. TM) Smid Cap Growth Series
Delaware VIP (Reg. TM) U.S. Growth Series
Delaware VIP (Reg. TM) Value Series

Deutsche Variable Series II
Deutsche Alternative Asset Allocation VIP Portfolio

Eaton Vance Variable Trust
Eaton Vance VT Floating-Rate Income Fund

Fidelity (Reg. TM) Variable Insurance Products
Fidelity (Reg. TM) VIP Contrafund (Reg. TM) Portfolio

Fidelity (Reg. TM) VIP FundsManager (Reg. TM) 50% Portfolio
Fidelity (Reg. TM) VIP Growth Portfolio

Fidelity (Reg. TM) VIP Mid Cap Portfolio
Fidelity (Reg. TM) VIP Strategic Income Portfolio

First Trust Variable Insurance Trust
First Trust Dorsey Wright Tactical Core Portfolio*
First Trust Multi Income Allocation Portfolio

First Trust/Dow Jones Dividend & Income Allocation Portfolio*

Franklin Templeton Variable Insurance Products Trust
Franklin Founding Funds Allocation VIP Fund
Franklin Income VIP Fund
Franklin Mutual Shares VIP Fund
Franklin Rising Dividends VIP Fund
Franklin Small Cap Value VIP Fund
Franklin Small-Mid Cap Growth VIP Fund

Templeton Foreign VIP Fund
Templeton Global Bond VIP Fund

Goldman Sachs Variable Insurance Trust

Goldman Sachs VIT Multi-Strategy Alternatives Portfolio

Goldman Sachs VIT Strategic Income Fund

JPMorgan Insurance Trust

JPMorgan Insurance Trust Core Bond Fund

JPMorgan Insurance Trust Income Builder Portfolio
JPMorgan Insurance Trust Intrepid Mid Cap Portfolio

Legg Mason Partners Variable Equity Trust
ClearBridge Variable Aggressive Growth Portfolio

ClearBridge Variable Mid Cap Portfolio

Lincoln Variable Insurance Products Trust
LVIP American Balanced Allocation Fund

LVIP American Growth Allocation Fund

LVIP Baron Growth Opportunities Fund

LVIP BlackRock Dividend Value Managed Volatility Fund

LVIP BlackRock Inflation Protected Bond Fund
LVIP BlackRock Multi-Asset Income Fund
LVIP Clarion Global Real Estate Fund
LVIP Delaware Bond Fund
LVIP Delaware Diversified Floating Rate Fund
LVIP Delaware Social Awareness Fund
LVIP Dimensional International Core Equity Fund
LVIP Dimensional International Equity Managed Volatility Fund
LVIP Dimensional U.S. Core Equity 1 Fund
LVIP Dimensional U.S. Core Equity 2 Fund
LVIP Dimensional U.S. Equity Managed Volatility Fund
LVIP Dimensional/Vanguard Total Bond Fund
LVIP Franklin Templeton Global Equity Managed Volatility Fund
LVIP Franklin Templeton Multi-Asset Opportunities Fund
LVIP Global Growth Allocation Managed Risk Fund
LVIP Global Income Fund
LVIP Global Moderate Allocation Managed Risk Fund
LVIP Goldman Sachs Income Builder Fund

LVIP Government Money Market Fund

LVIP JPMorgan High Yield Fund
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund
LVIP MFS International Growth Fund
LVIP MFS Value Fund
LVIP Mondrian International Value Fund
LVIP Multi-Manager Global Equity Managed Volatility Fund
LVIP PIMCO Low Duration Bond Fund
LVIP SSGA Bond Index Fund
LVIP SSGA Conservative Structured Allocation Fund
LVIP SSGA Developed International 150 Fund
LVIP SSGA Emerging Markets 100 Fund
LVIP SSGA Global Tactical Allocation Managed Volatility Fund
LVIP SSGA International Index Fund
LVIP SSGA Large Cap 100 Fund

LVIP SSGA Mid-Cap Index Fund

LVIP SSGA Moderate Structured Allocation Fund
LVIP SSGA Moderately Aggressive Structured Allocation Fund

LVIP SSGA S&P 500 Index Fund*

LVIP SSGA Small-Cap Index Fund

2
<PAGE>

LVIP SSGA Small-Mid Cap 200 Fund
LVIP T. Rowe Price Growth Stock Fund

LVIP T. Rowe Price Structured Mid-Cap Growth Fund

LVIP Wellington Capital Growth Fund
LVIP Wellington Mid-Cap Value Fund

Lord Abbett Series Fund, Inc.
Lord Abbett Series Fund Bond Debenture Portfolio
Lord Abbett Series Fund Developing Growth Portfolio
Lord Abbett Series Fund Short Duration Income Portfolio

MFS (Reg. TM) Variable Insurance Trust
MFS (Reg. TM) VIT Growth Series
MFS (Reg. TM) VIT International Value Series

MFS (Reg. TM) VIT Total Return Series

MFS (Reg. TM) VIT Utilities Series

Oppenheimer Variable Account Funds
Oppenheimer International Growth Fund/VA
Oppenheimer Main Street Small Cap Fund (Reg. TM)/VA

PIMCO Variable Insurance Trust

PIMCO VIT All Asset All Authority Portfolio

Putnam Variable Trust
Putnam VT Absolute Return 500 Fund

Putnam VT George Putnam Balanced Fund

Putnam VT Global Health Care Fund
Putnam VT Income Fund

Rydex Variable Trust
Guggenheim VT Long Short Equity
Guggenheim VT Multi-Hedge Strategies

SEI Insurance Products Trust
SEI VP Market Growth Strategy Fund

SEI VP Market Plus Strategy Fund

The Universal Institutional Funds, Inc.
UIF Global Infrastructure Portfolio

VanEck VIP Trust

VanEck Global Hard Assets Fund

Virtus Variable Insurance Trust

Virtus Equity Trend Series

Virtus Multi-Sector Fixed Income Series

* The Index this portfolio is managed to (the "Index") is a product of S&P Dow
Jones Indices LLC ("SPDJI") and has been licensed for use by one or more of the
portfolio's service providers ("Licensee"). Standard & Poor's (Reg. TM) and S&P
(Reg. TM) are registered trademarks of Standard & Poor's Financial Services LLC
("S&P"); Dow Jones (Reg. TM) is a registered trademark of Dow Jones Trademark
Holdings LLC ("Dow Jones"); and these trademarks have been licensed for use by
SPDJI and sublicensed for certain purposes by Licensee. Licensee's product(s)
is not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their
respective affiliates and none of such parties make any representation
regarding the advisability of investing in such product(s) nor do they have any
liability for any errors, omissions, or interruptions of the Index.

**Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow
Jones"). The trademark has been licensed to S&P Dow Jones Indices LLC and have
been sublicensed for use for certain purposes by First Trust Advisors L.P. The
product is not sponsored, endorsed, sold or promoted by Standard & Poor's and
Standard & Poor's makes no representation regarding the advisability of
purchasing the product.

Refer to the Description of the Funds section of this prospectus for specific
information regarding availability of funds.

This prospectus gives you information about the contract that you should know
before you decide to buy a contract and make Purchase Payments. You should also
review the prospectuses for the funds and keep all prospectuses for future
reference.

Neither the SEC nor any state securities commission has approved this contract
or determined that this prospectus is accurate or complete. Any representation
to the contrary is a criminal offense.

More information about the contract is in the current Statement of Additional
Information (SAI), dated the same date as this prospectus. The SAI is
incorporated by reference into this prospectus and is legally part of this
prospectus. For a free copy of the SAI, write: The Lincoln National Life
Insurance Company, PO Box 2348, Fort Wayne, IN 46801-2348, or call
1-877-534-8255. The SAI and other information about Lincoln Life and the VAA
are also available on the SEC's website (http://www.sec.gov). There is a table
of contents for the SAI on the last page of this prospectus.

3
<PAGE>

Table of Contents

<TABLE>
<CAPTION>
Item Page
<S> <C>
Special Terms 5
Expense Tables 7
Summary of Common Questions 11
The Lincoln National Life Insurance Company 13
Variable Annuity Account (VAA) 14
Investments of the Variable Annuity Account 14
Charges and Other Deductions 21
The Contracts 23
Purchase Payments 24
Large Account Credit 24
Transfers On or Before the Annuity Commencement Date 25
Surrenders and Withdrawals 28
Death Benefit 30
i4LIFE (Reg. TM) Advantage 32
Annuity Payouts 35
Fixed Side of the Contract 37
Distribution of the Contracts 38
Federal Tax Matters 38
Additional Information 43
Voting Rights 43
Return Privilege 44
State Regulation 44
Records and Reports 44
Cyber Security 44
Legal Proceedings 45
Contents of the Statement of Additional Information (SAI)
for Lincoln Life Variable Annuity Account N 47
</TABLE>

4
<PAGE>

Special Terms
In this prospectus, the following terms have the indicated meanings:

Access Period-Under i4LIFE (Reg. TM) Advantage, a defined period of time during
which we make Regular Income Payments to you while you still have access to
your Account Value. This means that you may make withdrawals, surrender the
contract, and have a Death Benefit.

Account or Variable Annuity Account (VAA)-The segregated investment account,
Account N, into which we set aside and invest the assets for the variable side
of the contract offered in this prospectus.

Account Value-Under i4LIFE (Reg. TM) Advantage, the initial Account Value is
the Contract Value on the Valuation Date that i4LIFE (Reg. TM) Advantage is
effective (or initial Purchase Payment if i4LIFE (Reg. TM) Advantage is
purchased at contract issue), less any applicable premium taxes. During the
Access Period, the Account Value on a Valuation Date equals the total value of
all of the Contractowner's Accumulation Units plus the Contractowner's value in
the fixed account, reduced by Regular Income Payments and withdrawals.

Account Value Death Benefit-Provides a Death Benefit equal to the Contract
Value on the Valuation Date the Death Benefit is approved by us for payment.

Accumulation Unit-A measure used to calculate Contract Value for the variable
side of the contract before the Annuity Commencement Date and to calculate the
i4LIFE (Reg. TM) Advantage Account Value during the Access Period.

Annuitant-The person upon whose life the annuity benefit payments are based,
and upon whose death a Death Benefit may be paid.

Annuity Commencement Date-The Valuation Date when funds are withdrawn or
converted into Annuity Units or fixed dollar payout for payment of retirement
income benefits under the Annuity Payout option you select (other than i4LIFE
(Reg. TM) Advantage).

Annuity Payout-A regularly scheduled payment (under any of the available
annuity options) that occurs after the Annuity Commencement Date (or Periodic
Income Commencement Date if i4LIFE (Reg. TM) Advantage has been elected).
Payments may be variable or fixed, or a combination of both.

Annuity Unit-A measure used to calculate the amount of Annuity Payouts for the
variable side of the contract after the Annuity Commencement Date.

Beneficiary-The person you choose to receive any Death Benefit paid if you die
before the Annuity Commencement Date.

Contractowner (you, your, owner)-The person who can exercise the rights within
the contract (decides on investment allocations, transfers, payout option,
designates the Beneficiary, etc.). Usually, but not always, the Contractowner
is the Annuitant.

Contract Value (may be referred to as Account Value in marketing materials)-At
any given time before the Annuity Commencement Date, the total value of all
Accumulation Units of a contract plus the value of the fixed side of the
contract, if any.

Contract Year-Each 12-month period starting with the effective date of the
contract and starting with each contract anniversary after that.

Death Benefit-Before the Annuity Commencement Date, the amount payable to your
designated Beneficiary if the Contractowner dies. As an alternative, the
Contractowner may receive a Death Benefit on the death of the Annuitant prior
to the Annuity Commencement Date.

Fee-Based Financial Plan-A wrap account, managed account or other investment
program whereby an investment firm/
professional offers asset allocation and/or investment advice for a fee. Such
programs can be offered by broker-dealers, banks and registered investment
advisors, trust companies and other firms. Under this arrangement, the
Contractowner pays the investment firm/professional directly for services.

Good Order-The actual receipt at our Home Office of the requested transaction
in writing or by other means we accept, along with all information and
supporting legal documentation necessary to effect the transaction. The forms
we provide will identify the necessary documentation. We may, in our sole
discretion, determine whether any particular transaction request is in Good
Order, and we reserve the right to change or waive any Good Order requirements
at any time.

Large Account Credit-The additional amount credited to the contract if a
threshold of $1 million of value in your Subaccounts is met.

Lifetime Income Period-Under i4LIFE (Reg. TM) Advantage, the period of time
following the Access Period during which we make Regular Income Payments to you
(and Secondary Life, if applicable) for the rest of your life. During the
Lifetime Income Period, you will no longer have access to your Account Value or
receive a Death Benefit.

Lincoln Life (we, us, our, Company)-The Lincoln National Life Insurance
Company.

Periodic Income Commencement Date-The Valuation Date on which the amount of
i4LIFE (Reg. TM) Advantage Regular Income Payments are determined.

Purchase Payments-Amounts paid into the contract other than Large Account
Credits.

Regular Income Payments-The variable, periodic income payments paid under
i4LIFE (Reg. TM) Advantage.

5
<PAGE>

Secondary Life-Under i4LIFE (Reg. TM) Advantage, the person designated by the
Contractowner upon whose life the annuity payments will also be contingent.

Selling Group Individuals-A Contractowner who meets one of the following
criteria at the time of the contract purchase and who purchases the contract
without the assistance of a registered representative under contract with us:

o Employees and registered representatives of any member of the selling
group (broker-dealers who have selling agreements with us for the products
described in this prospectus) and their spouses and minor children.

o Officers, directors, trustees or bona-fide full-time employees and their
spouses and minor children of Lincoln Financial Group or any of the
investment advisers of the funds currently being offered, or their
affiliated or managed companies.

Subaccount-Each portion of the VAA that reflects investments in Accumulation
and Annuity Units of a class of a particular fund available under the
contracts. There is a separate Subaccount which corresponds to each class of a
fund.

Valuation Date-Each day the New York Stock Exchange (NYSE) is open for trading.

Valuation Period-The period starting at the close of trading (normally 4:00
p.m. New York time) on each day that the NYSE is open for trading (Valuation
Date) and ending at the close of such trading on the next Valuation Date.

6
<PAGE>

Expense Tables
The following tables describe the fees and expenses that you will pay when
buying, owning, and surrendering the contract.

The first table describes the fees and expenses that you will pay at the time
that you buy the contract, surrender the contract, or transfer Contract Value
between investment options, and/or the fixed account (if available). State
premium taxes may also be deducted. The premium tax rates range from zero to
5%.

CONTRACTOWNER TRANSACTION EXPENSES

<TABLE>
<S>
Accumulation Phase:
There are no sales charges, deferred sales charges, or surrender charges associated with
this contract.
</TABLE>

The following tables describe the fees and expenses that you will pay
periodically during the time that you own the contract, not including fund fees
and expenses. Only one table will apply to a given Contractowner. The tables
differ based on whether the Contractowner has purchased the i4LIFE (Reg. TM)
Advantage rider.
o Table A reflects the expenses for a contract that has not elected i4LIFE
(Reg. TM) Advantage (Base contract).
o Table B reflects the expenses for a contract that has elected i4LIFE (Reg.
TM) Advantage.

TABLE A
Expenses for a Contract that has not Elected i4LIFE (Reg. TM) Advantage (Base
Contract)

<TABLE>
<S> <C>
Account Fee:1 $ 50
Separate Account Annual Expenses (as a percentage of average daily net assets in the
Subaccounts):
Product Charge2
Account Value Death Benefit............................................................. 0.35%
</TABLE>

1 During the accumulation phase, the account fee will be deducted from your
Contract Value on each contract anniversary, or upon surrender of your
contract. The account fee will be waived if your Contract Value is $50,000
or more on the contract anniversary (or day of surrender).

2 The product charge consists of a mortality and expense risk charge of 0.25%
and an administrative charge of 0.10%. The product charge is 0.35% on and
after the Annuity Commencement Date. If your Contract Value had reached the
$1 million threshold immediately prior to the Annuity Commencement Date,
this charge will be reduced by 0.15%.

TABLE B
Expenses for a Contract that has Elected i4LIFE (Reg. TM) Advantage

<TABLE>
<S> <C>
Account Fee:1 $ 50
i4LIFE (Reg. TM) Advantage:2
Account Value Death Benefit........ 0.75%
</TABLE>

2 As an annualized percentage of Account Value, computed daily. This charge is
assessed on and after the effective date of i4LIFE (Reg. TM) Advantage. See
Charges and Other Deductions - i4LIFE (Reg. TM) Advantage Charge for further
information. This charge continues during the Access Period. The i4LIFE
(Reg. TM) Advantage charge is 0.75% during the Lifetime Income Period. If
your Contract Value had reached the $1 million threshold immediately prior
to the beginning of the Lifetime Income Period under i4LIFE (Reg. TM)
Advantage, this charge will be reduced by 0.15%.

The next item shows the minimum and maximum total annual operating expenses
charged by the funds that you may pay
periodically during the time that you own the contract. The expenses are for
the year ended December 31, 2015. More detail concerning each fund's fees and
expenses is contained in the prospectus for each fund.

7
<PAGE>

<TABLE>
<CAPTION>
Minimum Maximum
--------- --------
<S> <C> <C>
Total Annual Fund Operating Expenses (expenses that are deducted from
fund assets, including management fees, and other expenses)........... XX% XX%
Total Annual Fund Operating Expenses (after contractual waivers/
reimbursements*)...................................................... XX% XX%
</TABLE>

* Some of the funds have entered into contractual waiver or reimbursement
arrangements that may reduce fund management and other fees and/or
expenses during the period of the arrangement. These arrangements vary in
length, but no arrangement will terminate before April 30, 2017.

The following table shows the expenses charged by each fund for the year ended
December 31, 2015:
(as a percentage of each fund's average net assets):

<TABLE>
<CAPTION>
Management 12b-1 Fees
Fees (before (before any
any waivers/ waivers/
reimburse- reimburse-
ments) + ments)
<S> <C> <C> <C>
AB VPS Small/Mid Cap Value Portfolio - Class A XX% XX%
ALPS/Alerian Energy Infrastructure Portfolio - Class I XX% XX%
ALPS/Red Rocks Listed Private Equity Portfolio - Class I XX% XX%
ALPS/Stadion Tactical Defensive Portfolio - Class I XX% XX%
ALPS/Stadion Tactical Growth Portfolio - Class I XX% XX%
American Century VP Balanced Fund - Class I XX% XX%
American Funds Asset Allocation Fund - Class 1A XX% XX%
American Funds Blue Chip Income and Growth Fund - Class 1A XX% XX%
American Funds Capital Income Builder (Reg. TM) - Class 1A XX% XX%
American Funds Global Growth Fund - Class 1A XX% XX%
American Funds Global Small Capitalization Fund - Class 1A XX% XX%
American Funds Growth Fund - Class 1A XX% XX%
American Funds Growth-Income Fund - Class 1A XX% XX%
American Funds International Fund - Class 1A XX% XX%
American Funds Mortgage FundSM - Class 1A XX% XX%
American Funds New World Fund (Reg. TM) - Class 1A XX% XX%
BlackRock Global Allocation V.I. Fund - Class I XX% XX%
BlackRock iShares (Reg. TM) Alternative Strategies V.I. Fund - Class I XX% XX%
ClearBridge Variable Aggressive Growth Portfolio - Class I XX% XX%
ClearBridge Variable Mid Cap Portfolio - Class I XX% XX%
Columbia VP Commodity Strategy Fund - Class 1 XX% XX%
Columbia VP Emerging Markets Bond Fund - Class 1 XX% XX%
Columbia VP Strategy Income Fund - Class 1 XX% XX%
Delaware VIP (Reg. TM) Diversified Income Series - Standard Class XX% XX%
Delaware VIP (Reg. TM) Emerging Markets Series - Standard Class XX% XX%
Delaware VIP (Reg. TM) REIT Series - Standard Class XX% XX%
Delaware VIP (Reg. TM) Small Cap Value Series - Standard Class XX% XX%
Delaware VIP (Reg. TM) Smid Cap Growth Series - Standard Class XX% XX%
Delaware VIP (Reg. TM) U.S. Growth Series - Standard Class XX% XX%
Delaware VIP (Reg. TM) Value Series - Standard Class XX% XX%
Deutsche Alternative Asset Allocation VIP Portfolio - Class A XX% XX%
Eaton Vance VT Floating-Rate Income Fund - ADV Class XX% XX%
Fidelity (Reg. TM) VIP Contrafund (Reg. TM) Portfolio - Initial Class XX% XX%
Fidelity (Reg. TM) VIP FundsManager (Reg. TM) 50% Portfolio - Investor Class XX% XX%
Fidelity (Reg. TM) VIP Growth Portfolio - Initial Class XX% XX%

<CAPTION>
Other Total
Expenses Expenses
(before any Acquired (before any
waivers/ Fund waivers/
reimburse- Fees and reimburse-
+ ments) + Expenses = ments)
<S> <C> <C> <C> <C> <C> <C>
AB VPS Small/Mid Cap Value Portfolio - Class A XX% XX% XX%
ALPS/Alerian Energy Infrastructure Portfolio - Class I XX% XX% XX%
ALPS/Red Rocks Listed Private Equity Portfolio - Class I XX% XX% XX%
ALPS/Stadion Tactical Defensive Portfolio - Class I XX% XX% XX%
ALPS/Stadion Tactical Growth Portfolio - Class I XX% XX% XX%
American Century VP Balanced Fund - Class I XX% XX% XX%
American Funds Asset Allocation Fund - Class 1A XX% XX% XX%
American Funds Blue Chip Income and Growth Fund - Class 1A XX% XX% XX%
American Funds Capital Income Builder (Reg. TM) - Class 1A XX% XX% XX%
American Funds Global Growth Fund - Class 1A XX% XX% XX%
American Funds Global Small Capitalization Fund - Class 1A XX% XX% XX%
American Funds Growth Fund - Class 1A XX% XX% XX%
American Funds Growth-Income Fund - Class 1A XX% XX% XX%
American Funds International Fund - Class 1A XX% XX% XX%
American Funds Mortgage FundSM - Class 1A XX% XX% XX%
American Funds New World Fund (Reg. TM) - Class 1A XX% XX% XX%
BlackRock Global Allocation V.I. Fund - Class I XX% XX% XX%
BlackRock iShares (Reg. TM) Alternative Strategies V.I. Fund - Class I XX% XX% XX%
ClearBridge Variable Aggressive Growth Portfolio - Class I XX% XX% XX%
ClearBridge Variable Mid Cap Portfolio - Class I XX% XX% XX%
Columbia VP Commodity Strategy Fund - Class 1 XX% XX% XX%
Columbia VP Emerging Markets Bond Fund - Class 1 XX% XX% XX%
Columbia VP Strategy Income Fund - Class 1 XX% XX% XX%
Delaware VIP (Reg. TM) Diversified Income Series - Standard Class XX% XX% XX%
Delaware VIP (Reg. TM) Emerging Markets Series - Standard Class XX% XX% XX%
Delaware VIP (Reg. TM) REIT Series - Standard Class XX% XX% XX%
Delaware VIP (Reg. TM) Small Cap Value Series - Standard Class XX% XX% XX%
Delaware VIP (Reg. TM) Smid Cap Growth Series - Standard Class XX% XX% XX%
Delaware VIP (Reg. TM) U.S. Growth Series - Standard Class XX% XX% XX%
Delaware VIP (Reg. TM) Value Series - Standard Class XX% XX% XX%
Deutsche Alternative Asset Allocation VIP Portfolio - Class A XX% XX% XX%
Eaton Vance VT Floating-Rate Income Fund - ADV Class XX% XX% XX%
Fidelity (Reg. TM) VIP Contrafund (Reg. TM) Portfolio - Initial Class XX% XX% XX%
Fidelity (Reg. TM) VIP FundsManager (Reg. TM) 50% Portfolio - Investor Class XX% XX% XX%
Fidelity (Reg. TM) VIP Growth Portfolio - Initial Class XX% XX% XX%

<CAPTION>
Total
Total Expenses
Contractual (after
waivers/ Contractual
reimburse- waivers/
ments reimburse-
(if any) ments)
<S> <C> <C>
AB VPS Small/Mid Cap Value Portfolio - Class A XX% XX%
ALPS/Alerian Energy Infrastructure Portfolio - Class I XX% XX%
ALPS/Red Rocks Listed Private Equity Portfolio - Class I XX% XX%
ALPS/Stadion Tactical Defensive Portfolio - Class I XX% XX%
ALPS/Stadion Tactical Growth Portfolio - Class I XX% XX%
American Century VP Balanced Fund - Class I XX% XX%
American Funds Asset Allocation Fund - Class 1A XX% XX%
American Funds Blue Chip Income and Growth Fund - Class 1A XX% XX%
American Funds Capital Income Builder (Reg. TM) - Class 1A XX% XX%
American Funds Global Growth Fund - Class 1A XX% XX%
American Funds Global Small Capitalization Fund - Class 1A XX% XX%
American Funds Growth Fund - Class 1A XX% XX%
American Funds Growth-Income Fund - Class 1A XX% XX%
American Funds International Fund - Class 1A XX% XX%
American Funds Mortgage FundSM - Class 1A XX% XX%
American Funds New World Fund (Reg. TM) - Class 1A XX% XX%
BlackRock Global Allocation V.I. Fund - Class I XX% XX%
BlackRock iShares (Reg. TM) Alternative Strategies V.I. Fund - Class I XX% XX%
ClearBridge Variable Aggressive Growth Portfolio - Class I XX% XX%
ClearBridge Variable Mid Cap Portfolio - Class I XX% XX%
Columbia VP Commodity Strategy Fund - Class 1 XX% XX%
Columbia VP Emerging Markets Bond Fund - Class 1 XX% XX%
Columbia VP Strategy Income Fund - Class 1 XX% XX%
Delaware VIP (Reg. TM) Diversified Income Series - Standard Class XX% XX%
Delaware VIP (Reg. TM) Emerging Markets Series - Standard Class XX% XX%
Delaware VIP (Reg. TM) REIT Series - Standard Class XX% XX%
Delaware VIP (Reg. TM) Small Cap Value Series - Standard Class XX% XX%
Delaware VIP (Reg. TM) Smid Cap Growth Series - Standard Class XX% XX%
Delaware VIP (Reg. TM) U.S. Growth Series - Standard Class XX% XX%
Delaware VIP (Reg. TM) Value Series - Standard Class XX% XX%
Deutsche Alternative Asset Allocation VIP Portfolio - Class A XX% XX%
Eaton Vance VT Floating-Rate Income Fund - ADV Class XX% XX%
Fidelity (Reg. TM) VIP Contrafund (Reg. TM) Portfolio - Initial Class XX% XX%
Fidelity (Reg. TM) VIP FundsManager (Reg. TM) 50% Portfolio - Investor Class XX% XX%
Fidelity (Reg. TM) VIP Growth Portfolio - Initial Class XX% XX%
</TABLE>

8
<PAGE>

<TABLE>
<CAPTION>
Other
Management 12b-1 Fees Expenses
Fees (before (before any (before any
any waivers/ waivers/ waivers/
reimburse- reimburse- reimburse-
ments) + ments) + ments) +
<S> <C> <C> <C> <C> <C> <C>
Fidelity (Reg. TM) VIP Mid Cap Portfolio - Initial Class XX% XX% XX%
Fidelity (Reg. TM) VIP Strategic Income Portfolio - Initial Class XX% XX% XX%
First Trust Dorsey Wright Tactical Core Portfolio - Class II XX% XX% XX%
First Trust Multi Income Allocation Portfolio - Class II XX% XX% XX%
First Trust/Dow Jones Dividend & Income Allocation Portfolio - Class II XX% XX% XX%
Franklin Founding Funds Allocation VIP Fund - Class 1 XX% XX% XX%
Franklin Income VIP Fund - Class 1 XX% XX% XX%
Franklin Mutual Shares VIP Fund - Class 1 XX% XX% XX%
Franklin Rising Dividends VIP Fund - Class 1 XX% XX% XX%
Franklin Small Cap Value VIP Fund - Class 1 XX% XX% XX%
Franklin Small-Mid Cap Growth VIP Fund - Class 1 XX% XX% XX%
Goldman Sachs VIT Multi-Strategy Alternatives Portfolio - Institutional
Shares XX% XX% XX%
Goldman Sachs VIT Strategic Income Fund - Institutional Shares XX% XX% XX%
Guggenheim VT Long Short Equity XX% XX% XX%
Guggenheim VT Multi-Hedge Strategies XX% XX% XX%
Invesco V.I. Balanced-Risk Allocation Fund - Series I Shares XX% XX% XX%
Invesco V.I. Comstock Fund - Series I Shares XX% XX% XX%
Invesco V.I. Diversified Dividend Fund - Series I Shares XX% XX% XX%
Invesco V.I. Equally-Weighted S&P 500 Fund - Series I Shares XX% XX% XX%
Invesco V.I. Equity and Income Fund - Series I Shares XX% XX% XX%
Invesco V.I. International Growth Fund - Series I Shares XX% XX% XX%
JPMorgan Insurance Trust Core Bond Fund - Class 1 XX% XX% XX%
JPMorgan Insurance Trust Income Builder Portfolio - Class 1 XX% XX% XX%
JPMorgan Insurance Trust Intrepid Mid Cap Portfolio - Class 1 XX% XX% XX%
Lord Abbett Series Fund Bond Debenture Portfolio - Class VC XX% XX% XX%
Lord Abbett Series Fund Developing Growth Portfolio - Class VC XX% XX% XX%
Lord Abbett Series Fund Short Duration Income Portfolio - Class VC XX% XX% XX%
LVIP American Balanced Allocation Fund - Standard Class XX% XX% XX%
LVIP American Growth Allocation Fund - Standard Class XX% XX% XX%
LVIP Baron Growth Opportunities Fund - Standard Class XX% XX% XX%
LVIP BlackRock Dividend Value Managed Volatility Fund - Standard Class XX% XX% XX%
LVIP BlackRock Inflation Protected Bond Fund - Standard Class XX% XX% XX%
LVIP BlackRock Multi-Asset Income Fund - Standard Class XX% XX% XX%
LVIP Clarion Global Real Estate Fund - Standard Class XX% XX% XX%
LVIP Delaware Bond Fund - Standard Class XX% XX% XX%
LVIP Delaware Diversified Floating Rate Fund - Standard Class XX% XX% XX%
LVIP Delaware Social Awareness Fund - Standard Class XX% XX% XX%
LVIP Dimensional International Core Equity Fund - Standard Class XX% XX% XX%
LVIP Dimensional International Equity Managed Volatility Fund - Standard
Class XX% XX% XX%
LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class XX% XX% XX%
LVIP Dimensional U.S. Core Equity 2 Fund - Standard Class XX% XX% XX%
LVIP Dimensional U.S. Equity Managed Volatility Fund - Standard Class XX% XX% XX%

<CAPTION>
Total
Total Total Expenses
Expenses Contractual (after
Acquired (before any waivers/ Contractual
Fund waivers/ reimburse- waivers/
Fees and reimburse- ments reimburse-
Expenses = ments) (if any) ments)
<S> <C> <C> <C> <C> <C>
Fidelity (Reg. TM) VIP Mid Cap Portfolio - Initial Class XX% XX% XX% XX%
Fidelity (Reg. TM) VIP Strategic Income Portfolio - Initial Class XX% XX% XX% XX%
First Trust Dorsey Wright Tactical Core Portfolio - Class II XX% XX% XX% XX%
First Trust Multi Income Allocation Portfolio - Class II XX% XX% XX% XX%
First Trust/Dow Jones Dividend & Income Allocation Portfolio - Class II XX% XX% XX% XX%
Franklin Founding Funds Allocation VIP Fund - Class 1 XX% XX% XX% XX%
Franklin Income VIP Fund - Class 1 XX% XX% XX% XX%
Franklin Mutual Shares VIP Fund - Class 1 XX% XX% XX% XX%
Franklin Rising Dividends VIP Fund - Class 1 XX% XX% XX% XX%
Franklin Small Cap Value VIP Fund - Class 1 XX% XX% XX% XX%
Franklin Small-Mid Cap Growth VIP Fund - Class 1 XX% XX% XX% XX%
Goldman Sachs VIT Multi-Strategy Alternatives Portfolio - Institutional
Shares XX% XX% XX% XX%
Goldman Sachs VIT Strategic Income Fund - Institutional Shares XX% XX% XX% XX%
Guggenheim VT Long Short Equity XX% XX% XX% XX%
Guggenheim VT Multi-Hedge Strategies XX% XX% XX% XX%
Invesco V.I. Balanced-Risk Allocation Fund - Series I Shares XX% XX% XX% XX%
Invesco V.I. Comstock Fund - Series I Shares XX% XX% XX% XX%
Invesco V.I. Diversified Dividend Fund - Series I Shares XX% XX% XX% XX%
Invesco V.I. Equally-Weighted S&P 500 Fund - Series I Shares XX% XX% XX% XX%
Invesco V.I. Equity and Income Fund - Series I Shares XX% XX% XX% XX%
Invesco V.I. International Growth Fund - Series I Shares XX% XX% XX% XX%
JPMorgan Insurance Trust Core Bond Fund - Class 1 XX% XX% XX% XX%
JPMorgan Insurance Trust Income Builder Portfolio - Class 1 XX% XX% XX% XX%
JPMorgan Insurance Trust Intrepid Mid Cap Portfolio - Class 1 XX% XX% XX% XX%
Lord Abbett Series Fund Bond Debenture Portfolio - Class VC XX% XX% XX% XX%
Lord Abbett Series Fund Developing Growth Portfolio - Class VC XX% XX% XX% XX%
Lord Abbett Series Fund Short Duration Income Portfolio - Class VC XX% XX% XX% XX%
LVIP American Balanced Allocation Fund - Standard Class XX% XX% XX% XX%
LVIP American Growth Allocation Fund - Standard Class XX% XX% XX% XX%
LVIP Baron Growth Opportunities Fund - Standard Class XX% XX% XX% XX%
LVIP BlackRock Dividend Value Managed Volatility Fund - Standard Class XX% XX% XX% XX%
LVIP BlackRock Inflation Protected Bond Fund - Standard Class XX% XX% XX% XX%
LVIP BlackRock Multi-Asset Income Fund - Standard Class XX% XX% XX% XX%
LVIP Clarion Global Real Estate Fund - Standard Class XX% XX% XX% XX%
LVIP Delaware Bond Fund - Standard Class XX% XX% XX% XX%
LVIP Delaware Diversified Floating Rate Fund - Standard Class XX% XX% XX% XX%
LVIP Delaware Social Awareness Fund - Standard Class XX% XX% XX% XX%
LVIP Dimensional International Core Equity Fund - Standard Class XX% XX% XX% XX%
LVIP Dimensional International Equity Managed Volatility Fund - Standard
Class XX% XX% XX% XX%
LVIP Dimensional U.S. Core Equity 1 Fund - Standard Class XX% XX% XX% XX%
LVIP Dimensional U.S. Core Equity 2 Fund - Standard Class XX% XX% XX% XX%
LVIP Dimensional U.S. Equity Managed Volatility Fund - Standard Class XX% XX% XX% XX%
</TABLE>

9
<PAGE>

<TABLE>
<CAPTION>
Management 12b-1 Fees
Fees (before (before any
any waivers/ waivers/
reimburse- reimburse-
ments) + ments)
<S> <C> <C> <C>
LVIP Dimensional/Vanguard Total Bond Fund - Standard Class XX% XX%
LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard
Class XX% XX%
LVIP Franklin Templeton Multi-Asset Opportunities Fund - Standard Class XX% XX%
LVIP Global Growth Allocation Managed Risk Fund - Standard Class XX% XX%
LVIP Global Income Fund - Standard Class XX% XX%
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class XX% XX%
LVIP Goldman Sachs Income Builder Fund - Standard Class XX% XX%
LVIP Government Money Market Fund - Standard Class XX% XX%
LVIP JPMorgan High Yield Fund - Standard Class XX% XX%
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard
Class XX% XX%
LVIP MFS International Growth Fund - Standard Class XX% XX%
LVIP MFS Value Fund - Standard Class XX% XX%
LVIP Mondrian International Value Fund - Standard Class XX% XX%
LVIP Multi-Manager Global Equity Managed Volatility Fund - Standard Class XX% XX%
LVIP PIMCO Low Duration Bond Fund - Standard Class XX% XX%
LVIP SSGA Bond Index Fund - Standard Class XX% XX%
LVIP SSGA Conservative Structured Allocation Fund - Standard Class XX% XX%
LVIP SSGA Developed International 150 Fund - Standard Class XX% XX%
LVIP SSGA Emerging Markets 100 Fund - Standard Class XX% XX%
LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard
Class XX% XX%
LVIP SSGA International Index Fund - Standard Class XX% XX%
LVIP SSGA Large Cap 100 Fund - Standard Class XX% XX%
LVIP SSGA Mid-Cap Index Fund - Standard Class XX% XX%
LVIP SSGA Moderate Structured Allocation Fund - Standard Class XX% XX%
LVIP SSGA Moderately Aggressive Structured Allocation Fund - Standard
Class XX% XX%
LVIP SSGA S&P 500 Index Fund - Standard Class XX% XX%
LVIP SSGA Small-Cap Index Fund - Standard Class XX% XX%
LVIP SSGA Small-Mid Cap 200 Fund - Standard Class XX% XX%
LVIP T. Rowe Price Growth Stock Fund - Standard Class XX% XX%
LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class XX% XX%
LVIP Wellington Capital Growth Fund - Standard Class XX% XX%
LVIP Wellington Mid-Cap Value Fund - Standard Class XX% XX%
MFS (Reg. TM) VIT Growth Series - Initial Class XX% XX%
MFS (Reg. TM) VIT International Value Series - Initial Class XX% XX%
MFS (Reg. TM) VIT Total Return Series - Initial Class XX% XX%
MFS (Reg. TM) VIT Utilities Series - Initial Class XX% XX%
Oppenheimer International Growth Fund/VA Non-Service Shares XX% XX%
Oppenheimer Main Street Small Cap Fund (Reg. TM)/VA Non-Service Shares XX% XX%
PIMCO VIT All Asset All Authority Portfolio - Institutional Class XX% XX%
Putnam VT Absolute Return 500 Fund - Class IA XX% XX%
Putnam VT George Putnam Balanced Fund - Class IA XX% XX%

<CAPTION>
Other Total
Expenses Expenses
(before any Acquired (before any
waivers/ Fund waivers/
reimburse- Fees and reimburse-
+ ments) + Expenses = ments)
<S> <C> <C> <C> <C> <C> <C>
LVIP Dimensional/Vanguard Total Bond Fund - Standard Class XX% XX% XX%
LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard
Class XX% XX% XX%
LVIP Franklin Templeton Multi-Asset Opportunities Fund - Standard Class XX% XX% XX%
LVIP Global Growth Allocation Managed Risk Fund - Standard Class XX% XX% XX%
LVIP Global Income Fund - Standard Class XX% XX% XX%
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class XX% XX% XX%
LVIP Goldman Sachs Income Builder Fund - Standard Class XX% XX% XX%
LVIP Government Money Market Fund - Standard Class XX% XX% XX%
LVIP JPMorgan High Yield Fund - Standard Class XX% XX% XX%
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard
Class XX% XX% XX%
LVIP MFS International Growth Fund - Standard Class XX% XX% XX%
LVIP MFS Value Fund - Standard Class XX% XX% XX%
LVIP Mondrian International Value Fund - Standard Class XX% XX% XX%
LVIP Multi-Manager Global Equity Managed Volatility Fund - Standard Class XX% XX% XX%
LVIP PIMCO Low Duration Bond Fund - Standard Class XX% XX% XX%
LVIP SSGA Bond Index Fund - Standard Class XX% XX% XX%
LVIP SSGA Conservative Structured Allocation Fund - Standard Class XX% XX% XX%
LVIP SSGA Developed International 150 Fund - Standard Class XX% XX% XX%
LVIP SSGA Emerging Markets 100 Fund - Standard Class XX% XX% XX%
LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard
Class XX% XX% XX%
LVIP SSGA International Index Fund - Standard Class XX% XX% XX%
LVIP SSGA Large Cap 100 Fund - Standard Class XX% XX% XX%
LVIP SSGA Mid-Cap Index Fund - Standard Class XX% XX% XX%
LVIP SSGA Moderate Structured Allocation Fund - Standard Class XX% XX% XX%
LVIP SSGA Moderately Aggressive Structured Allocation Fund - Standard
Class XX% XX% XX%
LVIP SSGA S&P 500 Index Fund - Standard Class XX% XX% XX%
LVIP SSGA Small-Cap Index Fund - Standard Class XX% XX% XX%
LVIP SSGA Small-Mid Cap 200 Fund - Standard Class XX% XX% XX%
LVIP T. Rowe Price Growth Stock Fund - Standard Class XX% XX% XX%
LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class XX% XX% XX%
LVIP Wellington Capital Growth Fund - Standard Class XX% XX% XX%
LVIP Wellington Mid-Cap Value Fund - Standard Class XX% XX% XX%
MFS (Reg. TM) VIT Growth Series - Initial Class XX% XX% XX%
MFS (Reg. TM) VIT International Value Series - Initial Class XX% XX% XX%
MFS (Reg. TM) VIT Total Return Series - Initial Class XX% XX% XX%
MFS (Reg. TM) VIT Utilities Series - Initial Class XX% XX% XX%
Oppenheimer International Growth Fund/VA Non-Service Shares XX% XX% XX%
Oppenheimer Main Street Small Cap Fund (Reg. TM)/VA Non-Service Shares XX% XX% XX%
PIMCO VIT All Asset All Authority Portfolio - Institutional Class XX% XX% XX%
Putnam VT Absolute Return 500 Fund - Class IA XX% XX% XX%
Putnam VT George Putnam Balanced Fund - Class IA XX% XX% XX%

<CAPTION>
Total
Total Expenses
Contractual (after
waivers/ Contractual
reimburse- waivers/
ments reimburse-
(if any) ments)
<S> <C> <C>
LVIP Dimensional/Vanguard Total Bond Fund - Standard Class XX% XX%
LVIP Franklin Templeton Global Equity Managed Volatility Fund - Standard
Class XX% XX%
LVIP Franklin Templeton Multi-Asset Opportunities Fund - Standard Class XX% XX%
LVIP Global Growth Allocation Managed Risk Fund - Standard Class XX% XX%
LVIP Global Income Fund - Standard Class XX% XX%
LVIP Global Moderate Allocation Managed Risk Fund - Standard Class XX% XX%
LVIP Goldman Sachs Income Builder Fund - Standard Class XX% XX%
LVIP Government Money Market Fund - Standard Class XX% XX%
LVIP JPMorgan High Yield Fund - Standard Class XX% XX%
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund - Standard
Class XX% XX%
LVIP MFS International Growth Fund - Standard Class XX% XX%
LVIP MFS Value Fund - Standard Class XX% XX%
LVIP Mondrian International Value Fund - Standard Class XX% XX%
LVIP Multi-Manager Global Equity Managed Volatility Fund - Standard Class XX% XX%
LVIP PIMCO Low Duration Bond Fund - Standard Class XX% XX%
LVIP SSGA Bond Index Fund - Standard Class XX% XX%
LVIP SSGA Conservative Structured Allocation Fund - Standard Class XX% XX%
LVIP SSGA Developed International 150 Fund - Standard Class XX% XX%
LVIP SSGA Emerging Markets 100 Fund - Standard Class XX% XX%
LVIP SSGA Global Tactical Allocation Managed Volatility Fund - Standard
Class XX% XX%
LVIP SSGA International Index Fund - Standard Class XX% XX%
LVIP SSGA Large Cap 100 Fund - Standard Class XX% XX%
LVIP SSGA Mid-Cap Index Fund - Standard Class XX% XX%
LVIP SSGA Moderate Structured Allocation Fund - Standard Class XX% XX%
LVIP SSGA Moderately Aggressive Structured Allocation Fund - Standard
Class XX% XX%
LVIP SSGA S&P 500 Index Fund - Standard Class XX% XX%
LVIP SSGA Small-Cap Index Fund - Standard Class XX% XX%
LVIP SSGA Small-Mid Cap 200 Fund - Standard Class XX% XX%
LVIP T. Rowe Price Growth Stock Fund - Standard Class XX% XX%
LVIP T. Rowe Price Structured Mid-Cap Growth Fund - Standard Class XX% XX%
LVIP Wellington Capital Growth Fund - Standard Class XX% XX%
LVIP Wellington Mid-Cap Value Fund - Standard Class XX% XX%
MFS (Reg. TM) VIT Growth Series - Initial Class XX% XX%
MFS (Reg. TM) VIT International Value Series - Initial Class XX% XX%
MFS (Reg. TM) VIT Total Return Series - Initial Class XX% XX%
MFS (Reg. TM) VIT Utilities Series - Initial Class XX% XX%
Oppenheimer International Growth Fund/VA Non-Service Shares XX% XX%
Oppenheimer Main Street Small Cap Fund (Reg. TM)/VA Non-Service Shares XX% XX%
PIMCO VIT All Asset All Authority Portfolio - Institutional Class XX% XX%
Putnam VT Absolute Return 500 Fund - Class IA XX% XX%
Putnam VT George Putnam Balanced Fund - Class IA XX% XX%
</TABLE>

10
<PAGE>

<TABLE>
<CAPTION>
Other
Management 12b-1 Fees Expenses
Fees (before (before any (before any
any waivers/ waivers/ waivers/
reimburse- reimburse- reimburse-
ments) + ments) + ments) +
<S> <C> <C> <C> <C> <C> <C>
Putnam VT Global Health Care Fund - Class IA XX% XX% XX%
Putnam VT Income Fund - Class IA XX% XX% XX%
SEI VP Market Growth Strategy Fund - Class II XX% XX% XX%
SEI VP Market Plus Strategy Fund - Class II XX% XX% XX%
Templeton Foreign VIP Fund - Class 1 XX% XX% XX%
Templeton Global Bond VIP Fund - Class 1 XX% XX% XX%
UIF Global Infrastructure Portfolio - Class I XX% XX% XX%
VanEck Global Hard Assets Fund - Initial Class Shares XX% XX% XX%
Virtus Equity Trend Series - Class I Shares XX% XX% XX%
Virtus Multi-Sector Fixed Income Series - Class I Shares XX% XX% XX%

<CAPTION>
Total
Total Total Expenses
Expenses Contractual (after
Acquired (before any waivers/ Contractual
Fund waivers/ reimburse- waivers/
Fees and reimburse- ments reimburse-
Expenses = ments) (if any) ments)
<S> <C> <C> <C> <C> <C>
Putnam VT Global Health Care Fund - Class IA XX% XX% XX% XX%
Putnam VT Income Fund - Class IA XX% XX% XX% XX%
SEI VP Market Growth Strategy Fund - Class II XX% XX% XX% XX%
SEI VP Market Plus Strategy Fund - Class II XX% XX% XX% XX%
Templeton Foreign VIP Fund - Class 1 XX% XX% XX% XX%
Templeton Global Bond VIP Fund - Class 1 XX% XX% XX% XX%
UIF Global Infrastructure Portfolio - Class I XX% XX% XX% XX%
VanEck Global Hard Assets Fund - Initial Class Shares XX% XX% XX% XX%
Virtus Equity Trend Series - Class I Shares XX% XX% XX% XX%
Virtus Multi-Sector Fixed Income Series - Class I Shares XX% XX% XX% XX%
</TABLE>

EXAMPLES

The following Examples are intended to help you compare the cost of investing
in the contract with the cost of investing in other variable annuity contracts.
These costs include Contractowner transaction expenses, contract fees, separate
account annual expenses, and fund fees and expenses. The Examples have been
calculated using the fees and expenses of the funds prior to the application of
any contractual waivers and/or reimbursements.

The first Example assumes that you invest $10,000 in the contract for the time
periods indicated. The Example also assumes that your investment has a 5%
return each year, the maximum fees and expenses of any of the funds and that
i4LIFE (Reg. TM) Advantage is in effect. Although your actual costs may be
higher or lower, based on these assumptions, your costs would be:

1) If you surrender your contract at the end of the applicable time period:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
-------- --------- --------- ---------
<S> <C> <C> <C>
$XX $XX $XX $XX
</TABLE>

2) If you annuitize or do not surrender your contract at the end of the
applicable time period:

<TABLE>
<CAPTION>
1 year 3 years 5 years 10 years
-------- --------- --------- ---------
<S> <C> <C> <C>
$XX $XX $XX $XX
</TABLE>

For more information, see Charges and Other Deductions in this prospectus, and
the prospectuses for the funds. Premium taxes may also apply, although they do
not appear in the examples. Different fees and expenses not reflected in the
examples may be imposed during a period in which Annuity Payouts are made. See
The Contracts - Annuity Payouts. These examples should not be considered a
representation of past or future expenses. Actual expenses may be more or less
than those shown.

Summary of Common Questions

What kind of contract am I buying? This contract is an individual deferred
flexible premium variable annuity contract between you and Lincoln Life. This
prospectus primarily describes the variable side of the contract. This contract
and certain riders, benefits, service features and enhancements may not be
available in all states, and the charges may vary in certain states. All
material state variations are discussed in this prospectus, however,
non-material variations may not be discussed. You should refer to your contract
regarding state-specific features. Please check with your financial
professional regarding their availability.

Who can purchase this contract? This contract may be issued as part of a
Fee-Based Financial Plan. A Fee-Based Financial Plan generally refers to a wrap
account, managed account or other investment program whereby an investment
firm/professional offers asset allocation and/or investment advice for a fee.
Such programs can be offered by broker-dealers, banks and registered investment
advisors, trust companies and other firms. Under this arrangement, the
Contractowner pays the investment firm/professional directly for services. You
may be able to pay this fee by taking partial withdrawals from your Contract
Value. See Additional Services for more information.

What is the Variable Annuity Account (VAA)? It is a separate account we
established under Indiana insurance law, and registered with the SEC as a unit
investment trust. VAA assets are allocated to one or more Subaccounts,
according to your investment choices. VAA assets are not chargeable with
liabilities arising out of any other business which we may conduct. See
Variable Annuity Account.

11
<PAGE>

What are Sample Portfolios? Sample portfolios are designed to assist you in
deciding how to allocate your initial Purchase Payment among the various
Subaccounts. Each sample portfolio consists of several Subaccounts that invest
in underlying funds, each of which represents a specified percentage of your
Purchase Payment. See The Contracts - Sample Portfolios.

What are my investment choices? You may allocate your Purchase Payments to the
VAA or to the fixed account, if available. Based upon your instruction for
Purchase Payments, the VAA applies your Purchase Payments to one or more of the
Subaccounts, which, in turn, invest in a corresponding underlying fund. Each
fund holds a portfolio of securities consistent with its investment policy. See
Investments of the Variable Annuity Account - Description of the Funds.

Who invests my money? Several different investment advisers manage the
investment options. See Investments of the Variable Annuity Account -
Description of the Funds.

How does the contract work? If we approve your application, we will send you a
contract. When you make Purchase Payments during the accumulation phase, you
buy Accumulation Units on the variable side of the contract and accumulate
additional Contract Value through any investments in the fixed account, if
available. If you decide to receive an Annuity Payout, your Accumulation Units
are converted to Annuity Units. Your Annuity Payouts will be based on the
number of Annuity Units you receive and the value of each Annuity Unit on
payout days. See The Contracts.

What charges do I pay under the contract? We apply a product charge to the
daily net asset value of the VAA for the Account Value Death Benefit. The
product charge consists of a mortality and expense risk charge and an
administrative charge. See Charges and Other Deductions.

We will deduct any applicable premium tax from Purchase Payments or Contract
Value, unless the governmental entity dictates otherwise, at the time the tax
is incurred or at another time we choose.

See Expense Tables and Charges and Other Deductions for information regarding
additional fees and expenses that may be incurred.

The funds' investment management fees, expenses and expense limitations, if
applicable, are more fully described in the prospectuses for the funds.

Charges may also be imposed during the regular income or Annuity Payout period,
including i4LIFE (Reg. TM) Advantage, if elected. See The Contracts and Annuity
Payouts.

For information about the compensation we pay for sales of contracts, see The
Contracts - Distribution of the Contracts.

What Purchase Payments do I make, and how often? Your Purchase Payments are
completely flexible, subject to minimum and maximum Purchase Payment amounts.
For more information, see The Contracts - Purchase Payments.

Am I limited in the amount of Purchase Payments I can make into the contract?
Yes, Purchase Payments totaling $5 million or more are subject to Home Office
approval. This amount takes into consideration the total Purchase Payments for
all existing Lincoln Investor Advantage (Reg. TM) contracts for the same
Contractowner, joint owner, and/or Annuitant. Upon providing advance written
notice, we reserve the right to further limit, restrict, or suspend Purchase
Payments made to the contract.

What is the Large Account Credit? The Large Account Credit is a credit you will
receive on a quarterly basis when your Contract Value reaches a threshold of $1
million. The amount of the Large Account Credit is calculated as a percentage
of the value of the Subaccounts on the quarterly Valuation Date. Large Account
Credits are not considered Purchase Payments.

How will my Annuity Payouts be calculated? If you decide to annuitize, you may
select an annuity option and start receiving Annuity Payouts from your contract
as a fixed option or variable option or a combination of both. See Annuity
Payouts - Annuity Options. Remember that participants in the VAA benefit from
any gain, and take a risk of any loss, in the value of the securities in the
funds' portfolios, which would decrease the amount applied to any payout option
and the related payments.

What happens if I die before I annuitize? The Death Benefit may be paid upon
the death of either the Contractowner or the Annuitant. Upon the death of the
Contractowner, your Beneficiary will receive Death Benefit proceeds. Your
Beneficiary has options as to how the Death Benefit is paid. In the
alternative, upon the death of the Annuitant the Contractowner may choose to
receive a Death Benefit. See The Contracts - Death Benefit.

What happens if I die on or after the Annuity Commencement Date? Once you reach
the Annuity Commencement Date, any applicable Death Benefit will terminate.

May I transfer Contract Value between variable options and between the variable
and fixed sides of the contract? Yes, subject to certain restrictions.
Generally, transfers made before the Annuity Commencement Date are restricted
to no more than 12 per Contract Year. The minimum amount that can be
transferred to the fixed account is $2,000 (unless the total amount in the
Subaccounts is less than $2,000). If transferring funds from the fixed account
to a Subaccount, you may only transfer up to 25% of the total value invested in
the fixed account in any 12-month period. The minimum amount that may be
transferred is $300. If permitted by your contract, we may discontinue
accepting transfers into the fixed side of the contract at any time. See The
Contracts - Transfers On or Before the Annuity Commencement Date and Transfers
After the Annuity Commencement Date. For further information, see also the
Fixed Side of the Contract.

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What is i4LIFE (Reg. TM) Advantage? i4LIFE (Reg. TM) Advantage is an Annuity
Payout option, available for purchase at an additional charge, that provides
periodic variable lifetime income payments. During the Access Period, you have
access to your Account Value, which means you have a Death Benefit and may
surrender the contract or make withdrawals. The charge is imposed only during
the i4LIFE (Reg. TM) Advantage payout phase.

May I surrender the contract or make a withdrawal? Yes, subject to contract
requirements and to the restrictions of any qualified retirement plan for which
the contract was purchased. A portion of surrender or withdrawal proceeds may
be taxable. In addition, if you decide to take a distribution before age 591/2,
a 10% Internal Revenue Service (IRS) additional tax may apply. A surrender or a
withdrawal also may be subject to 20% withholding. See The Contracts -
Surrenders and Withdrawals and Federal Tax Matters.

Do I get a free look at this contract? Yes. You can cancel the contract within
ten days (in some states longer) of the date you first receive the contract.
You need to return the contract, postage prepaid, to our Home Office. In most
states you assume the risk of any market drop on Purchase Payments you allocate
to the variable side of the contract. See Return Privilege.

Where may I find more information about Accumulation Unit values? Since no
sales of this product occurred before the date of this prospectus, financial
information for the Subaccounts is not included in this prospectus or in the
SAI.

Investment Results
At times, the VAA may compare its investment results to various unmanaged
indices or other variable annuities in reports to shareholders, sales
literature and advertisements. The results will be calculated on a total return
basis for various periods. Total returns include the reinvestment of all
distributions, which are reflected in changes in unit value.

Note that there can be no assurance that any money market fund will be able to
maintain a stable net asset value per share. During extended periods of low
interest rates and due in part to the contract fees and expenses, the yields of
any Subaccount investing in a money market fund may also become extremely low
and possibly negative.

The annual performance of the Subaccounts is based on past performance and does
not indicate or represent future performance.

The Lincoln National Life Insurance Company
The Lincoln National Life Insurance Company (Lincoln Life or Company),
organized in 1905, is an Indiana-domiciled insurance company, engaged primarily
in the direct issuance of life insurance contracts and annuities. Lincoln Life
is wholly owned by Lincoln National Corporation (LNC), a publicly held
insurance and financial services holding company incorporated in Indiana.
Lincoln Life is obligated to pay all amounts promised to Contractowners under
the contracts.

Depending on when you purchased your contract, you may be permitted to make
allocations to the fixed account, which is part of our general account. See The
Fixed Side of the Contract. Therefore, any amounts that we may pay under the
contract in excess of Contract Value are subject to our financial strength and
claims-paying ability and our long-term ability to make such payments. With
respect to the issuance of the contracts, Lincoln Life does not file periodic
financial reports with the SEC pursuant to the exemption for life insurance
companies provided under Rule 12h-7 of the Securities Exchange Act of 1934.

We issue other types of insurance policies and financial products as well. In
addition to any amounts we are obligated to pay in excess of Contract Value
under the contracts, we also pay our obligations under these products from our
assets in the general account. Moreover, unlike assets held in the VAA, the
assets of the general account are subject to the general liabilities of the
Company and, therefore, to the Company's general creditors. In the event of an
insolvency or receivership, payments we make from our general account to
satisfy claims under the contract would generally receive the same priority as
our other Contractowner obligations.

The general account is not segregated or insulated from the claims of the
insurance company's creditors. Investors look to the financial strength of the
insurance companies for these insurance guarantees. Therefore, guarantees
provided by the insurance company as to benefits promised in the prospectus are
subject to the claims paying ability of the insurance company and are subject
to the risk that the insurance company may not be able to cover or may default
on its obligations under those guarantees.

Our Financial Condition. Among the laws and regulations applicable to us as an
insurance company are those which regulate the investments we can make with
assets held in our general account. In general, those laws and regulations
determine the amount and type of investments which we can make with general
account assets.

In addition, state insurance regulations require that insurance companies
calculate and establish on their financial statements, a specified amount of
reserves in order to meet the contractual obligations to pay the claims of our
Contractowners. In order to meet our claims-paying obligations, we regularly
monitor our reserves to ensure we hold sufficient amounts to cover actual or
expected contract and claims payments. However, it is important to note that
there is no guarantee that we will always be able to meet our claims paying
obligations, and that there are risks to purchasing any insurance product.

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<PAGE>

State insurance regulators also require insurance companies to maintain a
minimum amount of capital in excess of liabilities, which acts as a cushion in
the event that the insurer suffers a financial impairment, based on the
inherent risks in the insurer's operations. These risks include those
associated with losses that we may incur as the result of defaults on the
payment of interest or principal on assets held in our general account, which
include bonds, mortgages, general real estate investments, and stocks, as well
as the loss in value of these investments resulting from a loss in their market
value.

How to Obtain More Information. We encourage both existing and prospective
Contractowners to read and understand our financial statements. We prepare our
financial statements on both a statutory basis and according to Generally
Accepted Accounting Principles (GAAP). Our audited GAAP financial statements,
as well as the financial statements of the VAA, are located in the SAI. If you
would like a free copy of the SAI, please write to us at: PO Box 2348, Fort
Wayne, IN 46801-2348, or call 1-877-534-8255. In addition, the Statement of
Additional Information is available on the SEC's website at http://www.sec.gov.
You may obtain our audited statutory financial statements and any unaudited
statutory financial statements that may be available by visiting our website at
www.LincolnFinancial.com.

You also will find on our website information on ratings assigned to us by one
or more independent rating organizations. These ratings are opinions of an
operating insurance company's financial capacity to meet the obligations of its
insurance and annuity contracts based on its financial strength and/or
claims-paying ability. Additional information about rating agencies is included
in the SAI.

Lincoln Financial Group is the marketing name for Lincoln National Corporation
(NYSE:LNC) and its affiliates. Through its affiliates, Lincoln Financial Group
offers annuities, life, group life and disability insurance, 401(k) and 403(b)
plans, and comprehensive financial planning and advisory services.

Variable Annuity Account (VAA)
On November 3, 1997, the VAA was established as an insurance company separate
account under Indiana law. It is registered with the SEC as a unit investment
trust under the provisions of the Investment Company Act of 1940 (1940 Act).
The VAA is a segregated investment account, meaning that its assets may not be
charged with liabilities resulting from any other business that we may conduct.
Income, gains and losses, whether realized or not, from assets allocated to the
VAA are, in accordance with the applicable annuity contracts, credited to or
charged against the VAA. They are credited or charged without regard to any
other income, gains or losses of Lincoln Life. We are the issuer of the
contracts and the obligations set forth in the contract, other than those of
the Contractowner, are ours. The VAA satisfies the definition of a separate
account under the federal securities laws. We do not guarantee the investment
performance of the VAA. Any investment gain or loss depends on the investment
performance of the funds. You assume the full investment risk for all amounts
allocated to the VAA.

The VAA is used to support other annuity contracts offered by us in addition to
the contracts described in this prospectus. The other annuity contracts
supported by the VAA generally invest in the same funds as the contracts
described in this prospectus. These other annuity contracts may have different
charges that could affect the performance of their Subaccounts, and they offer
different benefits.

Financial Statements
The December 31, 2015 financial statements of the VAA and the December 31, 2015
consolidated financial statements of Lincoln Life are located in the SAI. If
you would like a free copy of the SAI, complete and mail the request on the
last page of this prospectus, or call 1-877-534-8255.

Investments of the Variable Annuity Account
You decide the Subaccount(s) to which you allocate Purchase Payments. There is
a separate Subaccount which corresponds to each class of each fund. You may
change your allocation without penalty or charges. Shares of the funds will be
sold at net asset value with no initial sales charge to the VAA in order to
fund the contracts. The funds are required to redeem fund shares at net asset
value upon our request.

Investment Advisers

As compensation for its services to the funds, each investment adviser for each
fund receives a fee from the funds which is accrued daily and paid monthly.
This fee is based on the net assets of each fund, as defined in the
prospectuses for the funds.

Certain Payments We Receive with Regard to the Funds

We (and/or our affiliates) incur expenses in promoting, marketing, and
administering the contracts and the underlying funds. With respect to a fund,
including affiliated funds, the adviser and/or distributor, or an affiliate
thereof, may make payments to us (or an

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affiliate) for certain services we provide on behalf of the funds. Such
services include, but are not limited to, recordkeeping; aggregating and
processing purchase and redemption orders; providing Contractowners with
statements showing their interests within the funds; processing dividend
payments; providing subaccounting services; and forwarding shareholder
communications, such as proxies, shareholder reports, tax notices, and printing
and delivering prospectuses and updates to Contractowners. It is anticipated
that such payments will be based on a percentage of assets of the particular
fund attributable to the contracts along with certain other variable contracts
issued or administered by us (or an affiliate). These percentages are
negotiated and vary with each fund. Some advisers and/or distributors may pay
us significantly more than other advisors and/or distributors and the amount we
receive may be substantial. These percentages currently range up to XX%, and as
of the date of this prospectus, we were receiving payments from most fund
families. We (or our affiliates) may profit from these payments. These payments
may be derived, in whole or in part, from the investment advisory fee deducted
from fund assets. Contractowners, through their indirect investment in the
funds, bear the costs of these investment advisory fees (see the funds'
prospectuses for more information). Additionally, a fund's adviser and/or
distributor or its affiliates may provide us with certain services that assist
us in the distribution of the contracts and may pay us and/or certain
affiliates amounts for marketing programs and sales support, as well as amounts
to participate in training and sales meetings.

Description of the Funds

Each of the Subaccounts of the VAA is invested solely in shares of one of the
funds available under the contract. Each fund may be subject to certain
investment policies and restrictions which may not be changed without a
majority vote of shareholders of that fund.

We select the funds offered through the contract based on several factors,
including, without limitation, asset class coverage, the strength of the
manager's reputation and tenure, brand recognition, performance, the capability
and qualification of each sponsoring investment firm, and whether the fund is
affiliated with us. Another factor we consider during the initial selection
process is whether the fund or an affiliate of the fund will make payments to
us or our affiliates. We review each fund periodically after it is selected. We
reserve the right to remove a fund or restrict allocation of additional
Purchase Payments to a fund if we determine the fund no longer meets one or
more of the factors and/or if the fund has not attracted significant
Contractowner assets. Finally, when we develop a variable annuity product in
cooperation with a fund family or distributor (e.g., a "private label"
product), we generally will include funds based on recommendations made by the
fund family or distributor, whose selection criteria may differ from our
selection criteria.

Certain funds offered as part of this contract have similar investment
objectives and policies to other portfolios managed by the adviser. The
investment results of the funds, however, may be higher or lower than the other
portfolios that are managed by the adviser or sub-adviser. There can be no
assurance, and no representation is made, that the investment results of any of
the funds will be comparable to the investment results of any other portfolio
managed by the adviser or sub-adviser, if applicable.

Certain funds invest their assets in other funds. As a result, you will pay
fees and expenses at both fund levels. This will reduce your investment return.
These arrangements are referred to as funds of funds or master-feeder funds,
which may have higher expenses than funds that invest directly in debt or
equity securities. An advisor affiliated with us manages some of the available
funds of funds. Our affiliates may promote the benefits of such funds to
Contractowners and/or suggest that Contractowners consider whether allocating
some or all of their Contract Value to such portfolios is consistent with their
desired investment objectives. In doing so, we may be subject to conflicts of
interest insofar as we may derive greater revenues from the affiliated fund of
funds than certain other funds available to you under your contract.

Certain funds (sometimes called "alternative funds") expect to invest in (or
may invest in some) positions that emphasize alternative investment strategies
and/or non-traditional asset classes and, as a result, are subject to the risk
factors of those asset classes and/or investment strategies. Some of those
risks may include, but are not limited to, general economic risk, geopolitical
risk, commodity-price volatility, counterparty and settlement risk, currency
risk, derivatives risk, emerging markets risk, foreign securities risk, high
yield bond exposure, index investing risk, exchange traded notes risk, industry
concentration risk, leveraging risk, real estate investment risk, master
limited partnership risk, master limited partnership tax risk, energy
infrastructure companies risk, sector risk, short sales risk, direct
investments risk, hard assets sectors risk, active trading and "overlay" risks,
event driven investing risk, global macro strategies risk, temporary defensive
positions and large cash positions. If you are considering investing in
alternative investment funds, you should ensure that you understand the complex
investment strategies sometimes employed, and be prepared to tolerate the risk
of such asset classes. For a complete list of risks, as well as a discussion of
risk and investment strategies, please refer to the funds' prospectuses.

Certain of the underlying funds, including funds managed by an adviser
affiliated with us, employ risk management strategies that are intended to
control the funds' overall volatility, and for some funds, to also reduce the
downside exposure of the funds during significant market downturns. These risk
management strategies could limit the upside participation of the fund in
rising equity markets relative to other funds. For more information about the
funds and the investment strategies they employ, please refer to the funds'
current prospectuses. Fund prospectuses are available by contacting us.

Following are brief summaries of the fund descriptions. More detailed
information may be obtained from the current prospectus for each fund. You
should read each fund prospectus carefully before investing. Prospectuses for
each fund are available by contacting us. In addition, if you receive a summary
prospectus for a fund, you may obtain a full statutory prospectus by referring
to the

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contact information for the fund company on the cover page of the summary
prospectus. Please be advised that there is no assurance that any of the funds
will achieve their stated objectives.

AIM Variable Insurance Funds (Invesco Variable Insurance Funds), advised by
Invesco Advisers, Inc.

oInvesco V.I. Balanced-Risk Allocation Fund (Series I Shares): To seek
total return with a low to moderate correlation to traditional financial
market indices.

oInvesco V.I. Comstock Fund (Series I Shares): To seek capital growth and
income through investments in equity securities, including common stocks,
preferred stocks and securities convertible into common and preferred
stocks.

oInvesco V.I. Diversified Dividend Fund (Series I Shares): To seek to
provide reasonable current income and long-term growth of income and
capital.

oInvesco V.I. Equally-Weighted S&P 500 Fund (Series I Shares)1: To seek to
achieve a high level of total return on its assets through a combination
of capital appreciation and current income.

oInvesco V.I. Equity and Income Fund (Series I Shares): Both capital
appreciation and current income.

oInvesco V.I. International Growth Fund (Series I Shares): Long-term
growth of capital.

AllianceBernstein Variable Products Series Fund, advised by AllianceBernstein,
L.P.

oAB VPS Small/Mid Cap Value Portfolio (Class A): Long-term growth of
capital.

ALPS Variable Investment Trust, advised by ALPS Advisors, Inc.

oALPS/Alerian Energy Infrastructure Portfolio (Class I): Seeks investment
results that correspond (before fees and expenses) generally to the price
and yield performance of its underlying index, the Alerian Energy
Infrastructure Index; a master-feeder fund.

oALPS/Red Rocks Listed Private Equity Portfolio (Class I): Maximize total
return.

oALPS/Stadion Tactical Defensive Portfolio (Class I): Capital
appreciation; a fund of funds.

oALPS/Stadion Tactical Growth Portfolio (Class I): Long-term capital
appreciation; a fund of funds.

American Century Variable Portfolios, Inc., advised by American Century
Investment Management, Inc.

oAmerican Century VP Balanced Fund (Class I): Long-term capital growth and
current income by investing approximately 60% of its assets in equity
securities and the remainder in bonds and other fixed-income securities.

American Funds Insurance Series (Reg. TM), advised by Capital Research and
Management Company

oAmerican Funds Asset Allocation Fund (Class 1A): High total return
(including income and capital gains) consistent with preservation of
capital over the long term.

oAmerican Funds Blue Chip Income and Growth Fund (Class 1A): To produce
income exceeding the average yield on U.S. stocks generally and to provide
an opportunity for growth of principal consistent with sound common stock
investment.

oAmerican Funds Capital Income Builder (Reg. TM) (Class 1A): Seeks to
provide a level of current income that exceeds the average yield on U.S.
stocks generally and to provide a growing stream of income over the years.

oAmerican Funds Global Growth Fund (Class 1A): Long-term growth of
capital.

oAmerican Funds Global Small Capitalization Fund (Class 1A): Long-term
growth of capital.

oAmerican Funds Growth Fund (Class 1A): Growth of capital.

oAmerican Funds Growth-Income Fund (Class 1A): Long-term growth of capital
and income.

oAmerican Funds International Fund (Class 1A): Long-term growth of
capital.

oAmerican Funds Mortgage FundSM (Class 1A): To provide current income and
preservation of capital.

oAmerican Funds New World Fund (Reg. TM) (Class 1A): Long-term capital
appreciation.

BlackRock Variable Series Funds, Inc., advised by BlackRock Advisors, LLC

oBlackRock Global Allocation V.I. Fund (Class I): High total investment
return.

oBlackRock iShares (Reg. TM) Alternative Strategies V.I. Fund (Class I):
Long term growth of capital and risk adjusted returns; a fund of funds.

Columbia Funds Variable Insurance Trust, advised by Columbia Management
Investment Advisors, LLC

oColumbia VP Strategic Income Fund (Class 1): The investment seeks total
return, consisting of current income and capital appreciation.

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Columbia Funds Variable Insurance Trust II, advised by Columbia Management
Investment Advisors, LLC

oColumbia VP Commodity Strategy Fund (Class 1): The investment seeks to
provide shareholders with total return.

oColumbia VP Emerging Markets Bond Fund (Class 1): The investment seeks to
provide shareholders with high total return through current income and,
secondarily, through capital appreciation.

Delaware VIP (Reg. TM) Trust, advised by Delaware Management Company2

oDiversified Income Series (Standard Class): Maximum long-term total
return consistent with reasonable risk.

oEmerging Markets Series (Standard Class): Long-term capital appreciation.

oREIT Series (Standard Class): Maximum long-term total return, with
capital appreciation as a secondary objective.

oSmall Cap Value Series (Standard Class): Capital appreciation.

oSmid Cap Growth Series (Standard Class): Long-term capital appreciation.

oU.S. Growth Series (Standard Class): Long-term capital appreciation.

oValue Series (Standard Class): Long-term capital appreciation.

Deutsche Variable Series II, advised by Deutsche Investment Management
Americas, Inc.

oDeutsche Alternative Asset Allocation VIP Portfolio (Class A): Capital
appreciation; a fund of funds.

Eaton Vance Variable Trust, advised by Eaton Vance Management

oEaton Vance VT Floating-Rate Income Fund (ADV Class): To provide a high
level of current income.

Fidelity (Reg. TM) Variable Insurance Products, advised by Fidelity Management
and Research Company

oFidelity (Reg. TM) VIP Contrafund (Reg. TM) Portfolio (Initial Class):
Long-term capital appreciation.

oFidelity (Reg. TM) VIP FundsManager (Reg. TM) 50% Portfolio (Investor
Class): The investment seeks high total return.

oFidelity (Reg. TM) VIP Growth Portfolio (Initial Class): To achieve
capital appreciation.

oFidelity (Reg. TM) VIP Mid Cap Portfolio (Initial Class): Long-term
growth of capital.

oFidelity (Reg. TM) VIP Strategic Income Portfolio (Initial Class): High
level of current income.

First Trust Variable Insurance Trust, advised by First Trust Advisors L.P.

oFirst Trust Dorsey Wright Tactical Core Portfolio (Class II): To provide
total return.

oFirst Trust Multi Income Allocation Portfolio (Class II): Seeks to provide
a high level of current income, with a secondary objective of capital
appreciation.

oFirst Trust/Dow Jones Dividend & Income Allocation Portfolio (Class II)3:
Seeks to provide total return by allocating among dividend-paying stocks
and investment grade bonds.

Franklin Templeton Variable Insurance Products Trust, advised by Franklin
Advisers, Inc. for the Franklin Income VIP Fund and by Franklin Mutual
Advisers, LLC for the Franklin Mutual Shares VIP Fund

oFranklin Founding Funds Allocation VIP Fund (Class 1): Capital
appreciation, with income as a secondary goal.

oFranklin Income VIP Fund (Class 1): To maximize income while maintaining
prospects for capital appreciation.

oFranklin Mutual Shares VIP Fund (Class 1): Capital appreciation; income
is a secondary consideration.

oFranklin Rising Dividends VIP Fund (Class 1): Long-term capital
appreciation; preservation of capital is also an important consideration.

oFranklin Small Cap Value VIP Fund (Class 1): Long-term total return.

oFranklin Small-Mid Cap Growth VIP Fund (Class 1): Long-term capital
growth.

oTempleton Foreign VIP Fund (Class 1): Long-term capital growth.

oTempleton Global Bond VIP Fund (Class 1): High current income consistent
with preservation of capital; capital appreciation is a secondary
objective.

Goldman Sachs Variable Insurance Trust, advised by Goldman Sachs Asset
Management, L.P.

oGoldman Sachs VIT Multi-Strategy Alternatives Portfolio (Institutional
Shares): Long-term growth of capital; a fund of funds.

oGoldman Sachs VIT Strategic Income Fund (Institutional Shares): To seek
total return comprised of income and capital appreciation.

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JPMorgan Insurance Trust, advised by J.P. Morgan Investment Management Inc.

oJPMorgan Insurance Trust Core Bond Fund (Class 1): The investment seeks to
maximize total return by investing primarily in a diversified portfolio of
intermediate and long-term debt securities.

oJPMorgan Insurance Trust Income Builder Portfolio (Class 1): Maximize
income while maintaining prospects for capital appreciation.

oJPMorgan Insurance Trust Intrepid Mid Cap Portfolio (Class 1): To seek
long-term capital growth by investing primarily in equity securities of
companies with intermediate capitalizations.

Legg Mason Partners Variable Equity Trust, advised by Legg Mason Partners Fund
Advisor, LLC

oClearBridge Variable Aggressive Growth Portfolio (Class I): Capital
appreciation.

oClearBridge Variable Mid Cap Portfolio (Class I): Long-term growth of
capital.

Lincoln Variable Insurance Products Trust, advised by Lincoln Investment
Advisors Corporation.

oLVIP American Balanced Allocation Fund (Standard Class): A balance between
a high level of current income and growth of capital, with an emphasis on
growth of capital; a fund of funds.

oLVIP American Growth Allocation Fund (Standard Class): A balance between a
high level of current income and growth of capital, with a greater
emphasis on growth of capital; a fund of funds.

oLVIP Baron Growth Opportunities Fund (Standard Class): Capital
appreciation.

oLVIP BlackRock Dividend Value Managed Volatility Fund (Standard Class):
Reasonable income by investing primarily in income-producing equity
securities.5

oLVIP BlackRock Inflation Protected Bond Fund (Standard Class): To maximize
real return, consistent with preservation of real capital and prudent
investment management.

oLVIP BlackRock Multi-Asset Income Fund (Standard Class): To maximize
current income; capital appreciation is a secondary objective; a fund of
funds.

oLVIP Clarion Global Real Estate Fund (Standard Class): Total return
through a combination of current income and long-term capital
appreciation.

oLVIP Delaware Bond Fund (Standard Class)2: Maximum current income (yield)
consistent with a prudent investment strategy.

oLVIP Delaware Diversified Floating Rate Fund (Standard Class)2: Total
return.

oLVIP Delaware Social Awareness Fund (Standard Class)2: To maximize
long-term capital appreciation.

oLVIP Dimensional International Core Equity Fund (Standard Class):
Long-term capital appreciation.

oLVIP Dimensional International Equity Managed Volatility Fund (Standard
Class): Long-term capital appreciation; a fund of funds.5

oLVIP Dimensional U.S. Core Equity 1 Fund (Standard Class): Long-term
capital appreciation.

oLVIP Dimensional U.S. Core Equity 2 Fund (Standard Class): Long-term
capital appreciation.

oLVIP Dimensional U.S. Equity Managed Volatility Fund (Standard Class):
Long-term capital appreciation; a fund of funds.5

oLVIP Dimensional/Vanguard Total Bond Fund (Standard Class): Total return
consistent with the preservation of capital; a fund of funds.

oLVIP Franklin Templeton Global Equity Managed Volatility Fund (Standard
Class): Long-term capital growth.5

oLVIP Franklin Templeton Multi-Asset Opportunities Fund (Standard Class):
Long-term growth of capital.

oLVIP Global Growth Allocation Managed Risk Fund (Standard Class): A
balance between a high level of current income and growth of capital, with
a greater emphasis on growth of capital; a fund of funds.4

oLVIP Global Income Fund (Standard Class): Current income consistent with
preservation of capital.

oLVIP Global Moderate Allocation Managed Risk Fund (Standard Class): A
balance between a high level of current income and growth of capital, with
an emphasis on growth of capital; a fund of funds.4

oLVIP Goldman Sachs Income Builder Fund (Standard Class): To seek a
balance of current income and capital appreciation.

oLVIP Government Money Market Fund (Standard Class): Current income while
(i) maintaining a stable value of your shares (providing stability of net
asset value) and (ii) preserving the value of your initial investment
(preservation of capital).

oLVIP JPMorgan High Yield Fund (Standard Class): A high level of current
income; capital appreciation is the secondary objective.

oLVIP JPMorgan Select Mid Cap Value Managed Volatility Fund (Standard
Class): Long-term capital appreciation.5

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oLVIP MFS International Growth Fund (Standard Class): Long-term capital
appreciation.

oLVIP MFS Value Fund (Standard Class): Capital appreciation.

oLVIP Mondrian International Value Fund (Standard Class): Long-term capital
appreciation as measured by the change in the value of fund shares over a
period of three years or longer.

oLVIP Multi-Manager Global Equity Managed Volatility Fund (Standard
Class): Long-term growth of capital; a fund of funds.5

oLVIP PIMCO Low Duration Bond Fund (Standard Class): To seek a high level
of current income consistent with preservation of capital.

oLVIP SSGA Bond Index Fund (Standard Class): To match as closely as
practicable, before fees and expenses, the performance of the Barclays
Capital U.S. Aggregate Index.

oLVIP SSGA Conservative Structured Allocation Fund (Standard Class): A high
level of current income, with some consideration given to growth of
capital; a fund of funds.

oLVIP SSGA Developed International 150 Fund (Standard Class): To maximize
long-term capital appreciation.

oLVIP SSGA Emerging Markets 100 Fund (Standard Class): To maximize
long-term capital appreciation.

oLVIP SSGA Global Tactical Allocation Managed Volatility Fund (Standard
Class): Long-term growth of capital; a fund of funds.5

oLVIP SSGA International Index Fund (Standard Class): To approximate as
closely as practicable, before fees and expenses, the performance of a
broad market index of non-U.S. foreign securities.

oLVIP SSGA Large Cap 100 Fund (Standard Class): To maximize long-term
capital appreciation.

oLVIP SSGA Mid-Cap Index Fund (Standard Class): The investment seeks to
approximate as closely as practicable, before fees and expenses, the
performance of a broad market index that emphasizes stocks of mid-sized
U.S. companies.

oLVIP SSGA Moderate Structured Allocation Fund (Standard Class): A balance
between a high level of current income and growth of capital, with an
emphasis on growth of capital; a fund of funds.

oLVIP SSGA Moderately Aggressive Structured Allocation Fund (Standard
Class): A balance between high level of current income and growth of
capital, with a greater emphasis on growth of capital; a fund of funds.

oLVIP SSGA S&P 500 Index Fund (Standard Class): To approximate as closely
as practicable, before fees and expenses, the total rate of return of
common stocks publicly traded in the United States, as represented by the
S&P 500 Index.1

oLVIP SSGA Small-Cap Index Fund (Standard Class): To approximate as closely
as practicable, before fees and expenses, the performance of the Russell
2000 (Reg. TM) Index, which emphasizes stocks of small U.S. companies.

oLVIP SSGA Small-Mid Cap 200 Fund (Standard Class): To maximize long-term
capital appreciation.

oLVIP T. Rowe Price Growth Stock Fund (Standard Class): Long-term capital
growth.

oLVIP T. Rowe Price Structured Mid-Cap Growth Fund (Standard Class): To
maximize capital appreciation.

oLVIP Wellington Capital Growth Fund (Standard Class): Capital growth.

oLVIP Wellington Mid-Cap Value Fund (Standard Class): Long-term capital
appreciation.

Lord Abbett Series Fund, Inc., advised by Lord, Abbett & Co. LLC

oLord Abbett Series Fund Bond Debenture Portfolio (Class VC): To seek high
current income and the opportunity for capital appreciation to produce a
high total return.

oLord Abbett Series Fund Developing Growth Portfolio (Class VC): Long-term
growth of capital.

oLord Abbett Series Fund Short Duration Income Portfolio (Class VC): To
seek high level of income consistent with preservation of capital.

MFS (Reg. TM) Variable Insurance Trust, advised by Massachusetts Financial
Services Company

oGrowth Series (Initial Class): Capital appreciation.

oInternational Value Series (Initial Class): Capital appreciation.

oTotal Return Series (Initial Class): Total return.

oUtilities Series (Initial Class): Total return.

Oppenheimer Variable Account Funds, advised by Oppenheimer Funds, Inc.

oOppenheimer International Growth Fund/VA (Non-Service Shares): Capital
appreciation.

oOppenheimer Main Street Small Cap Fund (Reg. TM)/VA (Non-Service Shares):
Capital appreciation.

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PIMCO Variable Insurance Trust, advised by PIMCO

oPIMCO VIT All Asset All Authority Portfolio (Institutional Class): To seek
maximum real return, consistent with preservation of real capital and
prudent investment management; a fund of funds.

Putnam Variable Trust, advised by Putnam Investment Management, LLC

oPutnam VT Absolute Return 500 Fund (Class IA): To seek to earn a positive
total return that exceeds the rate of inflation by 500 basis points (or
5.00%) on an annualized basis over a reasonable period of time generally
at least three years) regardless of market conditions.

oPutnam VT George Putnam Balanced Fund (Class IA): The investment seeks to
provide a balanced investment composed of a well-diversified portfolio of
stocks and bonds which produce both capital growth and current income.

oPutnam VT Global Health Care Fund (Class IA): Capital appreciation.

oPutnam VT Income Fund (Class IA): High current income with preservation
of capital as its secondary objective.

Rydex Variable Trust, advised by Security Investors, LLC.

oGuggenheim VT Long Short Equity: Long-term capital appreciation.

oGuggenheim VT Multi-Hedge Strategies: To seek long-term capital
appreciation with less risk than traditional equity funds.

SEI Insurance Products Trust, advised by SEI Investments Management
Corporation.

oSEI VP Market Growth Strategy Fund (Class II): To seek capital
appreciation; a fund of funds.

oSEI VP Market Plus Strategy Fund (Class II): Long-term capital
appreciation; a fund of funds.

The Universal Institutional Funds, Inc., advised by Morgan Stanley Investment
Management, Inc.

oUIF Global Infrastructure Portfolio (Class I): To seek both capital
appreciation and current income.

VanEck VIP Trust, advised by Van Eck Associates Corporation.

oVanEck Global Hard Assets Fund (Initial Class Shares): Long-term capital
appreciation by investing primarily in hard asset securities; a fund of
funds.

Virtus Variable Insurance Trust, advised by Virtus Investment Advisers, Inc.

oVirtus Multi-Sector Fixed Income Series (Class I Shares): Long-term total
return.

oVirtus Equity Trend Series (Class I Shares): Long-term capital
appreciation; a fund of funds.

1 The Index this portfolio is managed to (the "Index") is a product of S&P Dow
Jones Indices LLC ("SPDJI") and has been licensed for use by one or more of
the portfolio's service providers ("Licensee"). Standard & Poor's (Reg. TM)
and S&P (Reg. TM) are registered trademarks of Standard & Poor's Financial
Services LLC ("S&P"); Dow Jones (Reg. TM) is a registered trademark of Dow
Jones Trademark Holdings LLC ("Dow Jones"); and these trademarks have been
licensed for use by SPDJI and sublicensed for certain purposes by Licensee.
Licensee's product(s) is not sponsored, endorsed, sold or promoted by SPDJI,
Dow Jones, S&P, their respective affiliates and none of such parties make
any representation regarding the advisability of investing in such
product(s) nor do they have any liability for any errors, omissions, or
interruptions of the Index.

2 Investments in Delaware Investments VIP Series, Delaware Funds, LVIP Delaware
Funds or Lincoln Life accounts managed by Delaware Investment Advisors, a
series of Delaware Management Business Trust, are not and will not be
deposits with or liabilities of Macquarie Bank Limited ABN 46008 583 542 and
its holding companies, including their subsidiaries or related companies,
and are subject to investment risk, including possible delays in prepayment
and loss of income and capital invested. No Macquarie Group company
guarantees or will guarantee the performance of the Series or Funds or
accounts, the repayment of capital from the Series or Funds or account, or
any particular rate of return.

3 Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow
Jones"). The trademark has been licensed to S&P Dow Jones Indices LLC and
have been sublicensed for use for certain purposes by First Trust Advisors
L.P. The product is not sponsored, endorsed, sold or promoted by Standard &
Poor's and Standard & Poor's makes no representation regarding the
advisability of purchasing the product.

4 The fund's risk management style is not a guarantee, and the fund's
shareholders may experience losses. The fund employs hedging strategies
designed to provide for downside protection during sharp downward movements
in equity markets. The use of these hedging strategies could limit the
upside participation of the fund in rising equity markets relative to other
un-hedged funds and the effectiveness of such strategies may be impacted
during periods of rapid or extreme market events.

5 The fund's managed volatility strategy is not a guarantee, and the fund's
shareholders may experience losses. The fund employs hedging strategies
designed to reduce overall portfolio volatility. The use of these hedging
strategies could limit the upside participation of the fund in rising equity
markets relative to un-hedged funds and the effectiveness of such strategies
may be impacted during periods of rapid or extreme market events.

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Fund Shares

We will purchase shares of the funds at net asset value and direct them to the
appropriate Subaccounts of the VAA. We will redeem sufficient shares of the
appropriate funds to pay Annuity Payouts, Death Benefits, surrender/withdrawal
proceeds or for other purposes described in the contract. If you want to
transfer all or part of your investment from one Subaccount to another, we may
redeem shares held in the first Subaccount and purchase shares of the other.
Redeemed shares are retired, but they may be reissued later.

Shares of the funds are not sold directly to the general public. They are sold
to us, and may be sold to other insurance companies, for investment of the
assets of the Subaccounts established by those insurance companies to fund
variable annuity and variable life insurance contracts.

When a fund sells any of its shares both to variable annuity and to variable
life insurance separate accounts, it is said to engage in mixed funding. When a
fund sells any of its shares to separate accounts of unaffiliated life
insurance companies, it is said to engage in shared funding.

The funds currently engage in mixed and shared funding. Therefore, due to
differences in redemption rates or tax treatment, or other considerations, the
interest of various Contractowners participating in a fund could conflict. Each
of the fund's Board of Directors will monitor for the existence of any material
conflicts, and determine what action, if any, should be taken. The funds do not
foresee any disadvantage to Contractowners arising out of mixed or shared
funding. If such a conflict were to occur, one of the separate accounts might
withdraw its investment in a fund. This might force a fund to sell portfolio
securities at disadvantageous prices. See the prospectuses for the funds.

Reinvestment of Dividends and Capital Gain Distributions

All dividends and capital gain distributions of the funds are automatically
reinvested in shares of the distributing funds at their net asset value on the
date of distribution. Dividends are not paid out to Contractowners as
additional units, but are reflected as changes in unit values.

Addition, Deletion or Substitution of Investments

We reserve the right, within the law, to make certain changes to the structure
and operation of the VAA at our discretion and without your consent. We may
add, delete, or substitute funds for all Contractowners or only for certain
classes of Contractowners. New or substitute funds may have different fees and
expenses, and may only be offered to certain classes of Contractowners.

Substitutions may be made with respect to existing investments or the
investment of future Purchase Payments, or both. We may close Subaccounts to
allocations of Purchase Payments or Contract Value, or both, at any time in our
sole discretion. The funds, which sell their shares to the Subaccounts pursuant
to participation agreements, also may terminate these agreements and
discontinue offering their shares to the Subaccounts. Substitutions might also
occur if shares of a fund should no longer be available, or if investment in
any fund's shares should become inappropriate, in the judgment of our
management, for the purposes of the contract, or for any other reason in our
sole discretion and, if required, after approval from the SEC.

We may also:
o remove, combine, or add Subaccounts and make the new Subaccounts available to
you at our discretion;
o transfer assets supporting the contracts from one Subaccount to another or
from the VAA to another separate account;
o combine the VAA with other separate accounts and/or create new separate
accounts;
o deregister the VAA under the 1940 Act; and
o operate the VAA as a management investment company under the 1940 Act or as
any other form permitted by law.

We may modify the provisions of the contracts to reflect changes to the
Subaccounts and the VAA and to comply with applicable law. We will not make any
changes without any necessary approval by the SEC. We will also provide you
written notice.

Charges and Other Deductions
We will deduct the charges described below to cover our costs and expenses,
services provided and risks assumed under the contracts. We incur certain costs
and expenses for the distribution and administration of the contracts and for
providing the benefits payable thereunder.

Our administrative services include:
o processing applications for and issuing the contracts;
o processing purchases and redemptions of fund shares as required (including
dollar cost averaging, portfolio rebalancing, and automatic withdrawal
services - See Additional Services and the SAI for more information on these
programs);
o maintaining records;

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o administering Annuity Payouts;
o furnishing accounting and valuation services (including the calculation and
monitoring of daily Subaccount values);
o reconciling and depositing cash receipts;
o providing contract confirmations;
o providing toll-free inquiry services; and
o furnishing telephone and other electronic surrenders, withdrawals and fund
transfer services.

The risks we assume include:
o the risk that Annuitants upon which Annuity Payouts are based live longer
than we assumed when we calculated our guaranteed rates (these rates are
incorporated in the contract and cannot be changed);
o the risk that our costs in providing the services will exceed our revenues
from contract charges (which we cannot change).

The amount of a charge may not necessarily correspond to the costs associated
with providing the services or benefits indicated by the description of the
charge. Any remaining expenses will be paid from our general account which may
consist, among other things, of proceeds derived from product charges deducted
from the account. We may profit from one or more of the fees and charges
deducted under the contract. We may use these profits for any corporate
purpose, including financing the distribution of the contracts.

Deductions from the VAA

Account Value Death Benefit. For the base contract, we apply to the average
daily net asset value of the Subaccounts a product charge which is equal to an
annual rate of 0.35%*.

*0.10% of the product charge is attributable to an administrative charge.

Account Fee

During the accumulation period, we will deduct an account fee of $50 from the
Contract Value on each contract anniversary to compensate us for the
administrative services provided to you; this $50 account fee will also be
deducted from the Contract Value upon surrender. The account fee will be waived
for any contract with a Contract Value that is equal to or greater than $50,000
on the contract anniversary (or date surrender). There is no account fee on
contracts issued to Selling Group Individuals.

Rider Charge

i4LIFE (Reg. TM) Advantage Charge. While this rider is in effect, there is a
daily charge for i4LIFE (Reg. TM) Advantage that is based on your Account
Value. The initial Account Value is your Contract Value on the Valuation Date
i4LIFE (Reg. TM) Advantage becomes effective (or your initial Purchase Payment
if i4LIFE (Reg. TM) Advantage is purchased at contract issue), less any
applicable premium taxes. During the Access Period, your Account Value equals
the total value of all of the Contractowner's Accumulation Units plus the
Contractowner's value in the fixed account, and will be reduced by Regular
Income Payments made as well as any withdrawals.

The annual i4LIFE (Reg. TM) Advantage charge rate is 0.75% for the i4LIFE (Reg.
TM) Advantage Account Value Death Benefit. During the Lifetime Income Period,
the rate is 0.75%. This rate consists of a mortality and expense risk charge
and an administrative charge. These charge rates replace the Separate Account
Annual Expenses for the base contract. If your Contract Value had reached the
$1 million threshold immediately prior to the beginning of the Lifetime Income
Period under i4LIFE (Reg. TM) Advantage, this charge will be reduced by 0.15%
during the Lifetime Income Period. If i4LIFE (Reg. TM) Advantage is elected at
issue of the contract, i4LIFE (Reg. TM) Advantage and the charge will begin on
the contract's effective date. Otherwise, i4LIFE (Reg. TM) Advantage and the
charge will begin on the Periodic Income Commencement Date which is the
Valuation Date on which the Regular Income Payment is determined and the
beginning of the Access Period. Refer to the i4LIFE (Reg. TM) Advantage section
for explanations of the Account Value, the Access Period, the Lifetime Income
Period, and the Periodic Income Commencement Date.

Deductions for Premium Taxes

Any premium tax or other tax levied by any governmental entity as a result of
the existence of the contracts or the VAA will be deducted from the Contract
Value, unless the governmental entity dictates otherwise, when incurred, or at
another time of our choosing.

The applicable premium tax rates that states and other governmental entities
impose on the purchase of an annuity are subject to change by legislation, by
administrative interpretation or by judicial action. These premium tax rates
generally depend upon the law of your state of residence. The tax rates range
from zero to 5%.

Other Charges and Deductions

We apply an annual product charge rate of 0.35% to the average daily net asset
value of the Subaccounts during the time you receive Annuity Payouts (except
for i4LIFE (Reg. TM) Advantage, which has a different charge), including
options that may be offered that do not have a life contingency and therefore
no mortality risk. This charge covers the expense risk and administrative
services listed previously in

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this prospectus. The expense risk is the risk that our costs in providing the
services will exceed our revenues from contract charges. If your Contract Value
had reached the $1 million threshold immediately prior to the Annuity
Commencement Date, this charge will be reduced by 0.15%.

There are additional deductions from and expenses paid out of the assets of the
underlying funds that are more fully described in the prospectuses for the
funds.

Additional Information

The charges described previously may be reduced or eliminated for any
particular contract. However, these reductions may be available only to the
extent that we anticipate lower distribution and/or administrative expenses, or
that we perform fewer sales or administrative services than those originally
contemplated in establishing the level of those charges, or when required by
law. Lower distribution and administrative expenses may be the result of
economies associated with:
o the use of mass enrollment procedures,
o the performance of administrative or sales functions by the employer,
o the use by an employer of automated techniques in submitting deposits or
information related to deposits on behalf of its employees, or
o any other circumstances which reduce distribution or administrative expenses.

The exact amount of charges and fees applicable to a particular contract will
be stated in that contract.

The Contracts

Purchase of Contracts
If you wish to purchase a contract, you may submit an application to our Home
Office. If you purchase a contract in Florida or Nevada, you must apply for it
through a registered representative authorized by us. When we receive your
application, we decide whether to accept or reject it. If the application is
accepted, a contract is prepared and executed by our legally authorized
officers. The contract is then sent to you directly. The purchase of multiple
contracts with identical Contractowners, Annuitants and Beneficiaries will be
allowed only upon Home Office approval.

When a completed application and all other information necessary for processing
a purchase order is received in Good Order at our Home Office, an initial
Purchase Payment will be priced no later than two business days after we
receive the order. If you submit your application and/or initial Purchase
Payment to your registered representative, we will not begin processing your
purchase order until we receive the application and initial Purchase Payment
from your registered representative's broker-dealer. While attempting to finish
an incomplete application, we may hold the initial Purchase Payment for no more
than five business days unless we receive your consent to our retaining the
payment until the application is completed. If the incomplete application
cannot be completed within those five days and we have not received your
consent, you will be informed of the reasons, and the Purchase Payment will be
returned immediately. Once the application is complete, we will allocate your
initial Purchase Payment within two business days.

Who Can Invest

To apply for a contract, you must be of legal age in a state where the
contracts may be lawfully sold and also be eligible to participate in any of
the qualified or nonqualified plans for which the contracts are designed. At
the time of issue, the Contractowner, joint owner and Annuitant must be under
age 86. To help the government fight the funding of terrorism and money
laundering activities, Federal law requires all financial institutions to
obtain, verify, and record information that identifies each person who opens an
account. When you open an account, we will ask for your name, address, date of
birth, and other information that will allow us to identify you. We may also
ask to see your driver's license, photo i.d. or other identifying documents.

In accordance with money laundering laws and federal economic sanction policy,
the Company may be required in a given instance to reject a Purchase Payment
and/or freeze a Contractowner's account. This means we could refuse to honor
requests for transfers, withdrawals, surrenders or Death Benefits. Once frozen,
monies would be moved from the VAA to a segregated interest-bearing account
maintained for the Contractowner, and held in that account until instructions
are received from the appropriate regulator.

Do not purchase this contract if you plan to use it, or any of its riders, for
speculation, arbitrage, viatical arrangement, or other similar investment
scheme. The contract may not be resold, traded on any stock exchange, or sold
on any secondary market.

If you are purchasing the contract through a tax-favored arrangement, including
traditional IRAs and Roth IRAs, you should consider carefully the costs and
benefits of the contract (including annuity income benefits) before purchasing
the contract, since the tax-favored arrangement itself provides tax-deferred
growth.

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Replacement of Existing Insurance

Careful consideration should be given prior to surrendering or withdrawing
money from an existing insurance contract to purchase a contract described in
this prospectus. Surrender charges may be imposed on your existing contract. A
financial professional or tax adviser should be consulted prior to making an
exchange. Cash surrenders from an existing contract may be subject to tax and
tax penalties.

Purchase Payments

You may make Purchase Payments to the contract at any time, prior to the
Annuity Commencement Date, subject to certain conditions. You are not required
to make any additional Purchase Payments after the initial Purchase Payment.
The minimum initial Purchase Payment is $10,000. The minimum for Selling Group
Individuals is $1,500. The minimum annual amount for additional Purchase
Payments is $300. Please check with your financial professional about making
additional Purchase Payments since the requirements of your state may vary. The
minimum payment to the contract at any one time must be at least $100 ($25 if
transmitted electronically). If a Purchase Payment is submitted that does not
meet the minimum amount, we will contact you to ask whether additional money
will be sent, or whether we should return the Purchase Payment to you.

Purchase Payments totaling $5 million or more are subject to Home Office
approval. This amount takes into consideration the total Purchase Payments for
all existing Lincoln Investor Advantage (Reg. TM) contracts for the same
Contractowner, joint owner, and/or Annuitant. If you stop making Purchase
Payments, the contract will remain in force, however, we may terminate the
contract as allowed by your state's non-forfeiture law for individual deferred
annuities. Purchase Payments may be made or, if stopped, resumed at any time
until the Annuity Commencement Date, the surrender of the contract, or the
death of the Contractowner, whichever comes first. Upon advance written notice,
we reserve the right to further limit, restrict, or suspend Purchase Payments
made to the contract.

These restrictions and limitations mean that you will be limited in your
ability to increase your Contract Value (or Account Value under i4LIFE (Reg.
TM) Advantage) by making additional Purchase Payments to the contract. You
should carefully consider these limitations and restrictions, and any other
limitations and restrictions of the contract, and how they may impact your
long-term investment plans, especially if you intend to increase Contract Value
(or Account Value under i4LIFE (Reg. TM) Advantage) by making additional
Purchase Payments over a long period of time.

Large Account Credit

Contractowners will receive a Large Account Credit when your Contract Value
reaches a threshold of $1 million. During the first Contract Year, the Large
Account Credit will apply if either the cumulative Purchase Payments (decreased
by withdrawals taken since the contract effective date or Regular Income
Payments under i4LIFE (Reg. TM) Advantage) or the Contract Value (or Account
Value under i4LIFE (Reg. TM) Advantage) is equal to or greater than $1 million
on the quarterly Valuation Date. The amount of the Large Account Credit during
the first Contract Year will be calculated by multiplying the greater of: 1)
the amount of cumulative Purchase Payments (less any withdrawals since the
contract effective date or Regular Income Payments under i4LIFE (Reg. TM)
Advantage); or 2) the value of the Subaccounts at the time of the credit, by
0.15% (0.0375% quarterly).

After the first Contract Year anniversary, the Large Account Credit will apply
if the Contract Value (or Account Value under i4LIFE (Reg. TM) Advantage)
equals or exceeds $1 million on the quarterly Valuation Date. The amount of the
Large Account Credit will be calculated by multiplying the value of the
Subaccounts at the time of the credit by 0.15% (0.0375% quarterly).

The Large Account Credit will be allocated to the Subaccounts in proportion to
the Contract Value in each variable Subaccount on the quarterly Valuation Date.
There is no additional charge to receive this Large Account Credit, and in no
case will the Large Account Credit be less than zero. The amount of any Large
Account Credit received will be noted on your quarterly statement. Confirmation
statements for each individual transaction will not be issued. Large Account
Credits are not considered Purchase Payments.

The Large Account Credit will end on the Annuity Commencement Date or when the
Lifetime Income Period begins under i4LIFE (Reg. TM) Advantage.

Valuation Date

Accumulation and Annuity Units will be valued once daily at the close of
trading (normally, 4:00 p.m., New York time) on each day the New York Stock
Exchange is open (Valuation Date). On any date other than a Valuation Date, the
Accumulation Unit value and the Annuity Unit value will not change.

Allocation of Purchase Payments

Purchase Payments allocated to the variable side of the contract are placed
into the VAA's Subaccounts, according to your instructions. You may also
allocate Purchase Payments to the fixed account, if available.

The minimum amount of any Purchase Payment which can be put into any one
Subaccount is $20. The minimum amount of any Purchase Payment which can be put
into a Guaranteed Period of the fixed account is $2,000, subject to state
approval.

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If we receive your Purchase Payment from you or your broker-dealer in Good
Order at our Home Office prior to the close of the New York Stock Exchange
(normally 4:00 p.m., New York time), we will use the Accumulation Unit value
computed on that Valuation Date when processing your Purchase Payment. If we
receive your Purchase Payment in Good Order after market close, we will use the
Accumulation Unit value computed on the next Valuation Date. If you submit your
Purchase Payment to your registered representative, we will generally not begin
processing the Purchase Payment until we receive it from your representative's
broker-dealer. If your broker-dealer submits your Purchase Payment to us
through the Depository Trust and Clearing Corporation (DTCC) or, pursuant to
terms agreeable to us, uses a proprietary order placement system to submit your
Purchase Payment to us, and your Purchase Payment was placed with your
broker-dealer prior to market close, then we will use the Accumulation Unit
value computed on that Valuation Date when processing your Purchase Payment. If
your Purchase Payment was placed with your broker-dealer after market close
then we will use the Accumulation Unit value computed on the next Valuation
Date. There may be circumstances under which the New York Stock Exchange may
close early (prior to 4:00 p.m., New York time). In such instances, Purchase
Payments received after such early market close will be processed using the
Accumulation Unit value computed on the next Valuation Date.

If an underlying fund imposes restrictions with respect to the acceptance of
Purchase Payments or allocations, we reserve the right to reject an allocation
request at any time the underlying fund notifies us of such a restriction. We
will notify you if your allocation request is or becomes subject to such
restrictions.

The number of Accumulation Units determined in this way is not impacted by any
subsequent change in the value of an Accumulation Unit. However, the dollar
value of an Accumulation Unit will vary depending not only upon how well the
underlying fund's investments perform, but also upon the expenses of the VAA
and the underlying funds.

Valuation of Accumulation Units

Purchase Payments allocated to the VAA are converted into Accumulation Units.
This is done by dividing the amount allocated by the value of an Accumulation
Unit for the Valuation Period during which the Purchase Payments are allocated
to the VAA. The Accumulation Unit value for each Subaccount was or will be
established at the inception of the Subaccount. It may increase or decrease
from Valuation Period to Valuation Period. Accumulation Unit values are
affected by investment performance of the funds, fund expenses, and the
contract charges. The Accumulation Unit value for a Subaccount for a later
Valuation Period is determined as follows:

1. The total value of the fund shares held in the Subaccount is calculated by
multiplying the number of fund shares owned by the Subaccount at the
beginning of the Valuation Period by the net asset value per share of the
fund at the end of the Valuation Period, and adding any dividend or other
distribution of the fund if an ex-dividend date occurs during the Valuation
Period; minus

2. The liabilities of the Subaccount at the end of the Valuation Period; these
liabilities include daily charges imposed on the Subaccount, and may include
a charge or credit with respect to any taxes paid or reserved for by us that
we determine result from the operations of the VAA; and

3. The result is divided by the number of Subaccount units outstanding at the
beginning of the Valuation Period.

The daily charges imposed on a Subaccount for any Valuation Period are equal to
the daily product charge multiplied by the number of calendar days in the
Valuation Period. Contracts with different features have different daily
charges, and therefore, will have different corresponding Accumulation Unit
values on any given day. In certain circumstances (for example, when separate
account assets are less than $1,000), and when permitted by law, it may be
prudent for us to use a different standard industry method for this
calculation, called the Net Investment Factor method. We will achieve
substantially the same result using either method.

Transfers On or Before the Annuity Commencement Date

After the first 30 days from the effective date of your contract, you may
transfer all or a portion of your investment from one Subaccount to another. A
transfer among Subaccounts involves the surrender of Accumulation Units in one
Subaccount and the purchase of Accumulation Units in the other Subaccount. A
transfer will be done using the respective Accumulation Unit values determined
at the end of the Valuation Date on which the transfer request is received.

Transfers (among the Subaccounts and as permitted between the variable and
fixed accounts) are limited to 12 per Contract Year unless otherwise authorized
by us. This limit does not apply to transfers made under the automatic transfer
programs of dollar cost averaging or portfolio rebalancing programs elected on
forms available from us. See Additional Services and the SAI for more
information on these programs. These transfer rights and restrictions also
apply during the i4LIFE (Reg. TM) Advantage Access Period (the time period
during which you may make withdrawals from the i4LIFE (Reg. TM) Advantage
Account Value). See i4LIFE (Reg. TM) Advantage.

The minimum amount which may be transferred between Subaccounts is $300 (or the
entire amount in the Subaccount, if less than $300). If the transfer from a
Subaccount would leave you with less than $300 in the Subaccount, we may
transfer the total balance of the Subaccount.

A transfer request may be made to our Home Office in writing, or by fax or
other electronic means. A transfer request may also be made by telephone
provided the appropriate authorization is on file with us. Our address,
telephone number, and Internet address are on the first page of this
prospectus. Requests for transfers will be processed on the Valuation Date that
they are received when they are received in Good Order at our Home Office
before the close of the New York Stock Exchange (normally 4:00 p.m., New York
time).

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If we receive a transfer request in Good Order after market close, we will
process the request using the Accumulation Unit value computed on the next
Valuation Date.

There may be circumstances under which the New York Stock Exchange may close
early (prior to 4:00 p.m., New York time). In such instances transfers received
after such early market close will be processed using the Accumulation Unit
value computed on the next Valuation Date.

We may defer or reject a transfer request that is subject to a restriction
imposed by an underlying fund.

After the first 30 days from the effective date of your contract, if your
contract offers a fixed account, you may also transfer all or any part of the
Contract Value from the Subaccount(s) to the fixed side of the contract, except
during periods when (if permitted by your contract) we have discontinued
accepting transfers into the fixed side of the contract. The minimum amount
which can be transferred to a fixed account is $2,000 or the total amount in
the Subaccount if less than $2,000. However, if a transfer from a Subaccount
would leave you with less than $300 in the Subaccount, we may transfer the
total amount to the fixed side of the contract.

You may also transfer part of the Contract Value from a fixed account to the
Subaccount(s) subject to the following restrictions:
o total fixed account transfers are limited to 25% of the value of that fixed
account in any 12-month period; and
o the minimum amount that can be transferred is $300 or, if less, the amount in
the fixed account.

Because of these restrictions, it may take several years to transfer all of the
Contract Value in the fixed accounts to the Subaccounts. You should carefully
consider whether the fixed account meets your investment criteria.

Transfers may be delayed as permitted by the 1940 Act. See Delay of Payments.

Telephone and Electronic Transactions

A surrender, withdrawal, or transfer request may be made to our Home Office
using a fax or other electronic means. In addition, withdrawal and transfer
requests may be made by telephone, subject to certain restrictions. In order to
prevent unauthorized or fraudulent transfers, we may require certain
identifying information before we will act upon instructions. We may also
assign the Contractowner a Personal Identification Number (PIN) to serve as
identification. We will not be liable for following instructions we reasonably
believe are genuine. Telephone and other electronic requests will be recorded
and written confirmation of all transactions will be mailed to the
Contractowner on the next Valuation Date.

Please note that the telephone and/or electronic devices may not always be
available. Any telephone, fax machine or other electronic device, whether it is
yours, your service provider's, or your agent's, can experience outages or
slowdowns for a variety of reasons. These outages or slowdowns may delay or
prevent our processing of your request. Although we have taken precautions to
limit these problems, we cannot promise complete reliability under all
circumstances. If you are experiencing problems, you should make your request
by writing to our Home Office.

Market Timing

Frequent, large, or short-term transfers among Subaccounts and the fixed
account, such as those associated with "market timing" transactions, can affect
the funds and their investment returns. Such transfers may dilute the value of
the fund shares, interfere with the efficient management of the fund's
portfolio, and increase brokerage and administrative costs of the funds. As an
effort to protect our Contractowners and the funds from potentially harmful
trading activity, we utilize certain market timing policies and procedures (the
"Market Timing Procedures"). Our Market Timing Procedures are designed to
detect and prevent such transfer activity among the Subaccounts and the fixed
account that may affect other Contractowners or fund shareholders.

In addition, the funds may have adopted their own policies and procedures with
respect to frequent purchases and redemptions of their respective shares. The
prospectuses for the funds describe any such policies and procedures, which may
be more or less restrictive than the frequent trading policies and procedures
of other funds and the Market Timing Procedures we have adopted to discourage
frequent transfers among Subaccounts. While we reserve the right to enforce
these policies and procedures, Contractowners and other persons with interests
under the contracts should be aware that we may not have the contractual
authority or the operational capacity to apply the frequent trading policies
and procedures of the funds. However, under SEC rules, we are required to: (1)
enter into a written agreement with each fund or its principal underwriter that
obligates us to provide to the fund promptly upon request certain information
about the trading activity of individual Contractowners, and (2) execute
instructions from the fund to restrict or prohibit further purchases or
transfers by specific Contractowners who violate the excessive trading policies
established by the fund.

You should be aware that the purchase and redemption orders received by the
funds generally are "omnibus" orders from intermediaries such as retirement
plans or separate accounts funding variable insurance contracts. The omnibus
orders reflect the aggregation and netting of multiple orders from individual
retirement plan participants and/or individual owners of variable insurance
contracts. The omnibus nature of these orders may limit the funds' ability to
apply their respective disruptive trading policies and procedures. We cannot
guarantee that the funds (and thus our Contractowners) will not be harmed by
transfer activity relating to the retirement

26
<PAGE>

plans and/or other insurance companies that may invest in the funds. In
addition, if a fund believes that an omnibus order we submit may reflect one or
more transfer requests from Contractowners engaged in disruptive trading
activity, the fund may reject the entire omnibus order.

Our Market Timing Procedures detect potential "market timers" by examining the
number of transfers made by Contractowners within given periods of time. In
addition, managers of the funds might contact us if they believe or suspect
that there is market timing. If requested by a fund company, we may vary our
Market Timing Procedures from Subaccount to Subaccount to comply with specific
fund policies and procedures.

We may increase our monitoring of Contractowners who we have previously
identified as market timers. When applying the parameters used to detect market
timers, we will consider multiple contracts owned by the same Contractowner if
that Contractowner has been identified as a market timer. For each
Contractowner, we will investigate the transfer patterns that meet the
parameters being used to detect potential market timers. We will also
investigate any patterns of trading behavior identified by the funds that may
not have been captured by our Market Timing Procedures.

Once a Contractowner has been identified as a market timer under our Market
Timing Procedures, we will notify the Contractowner in writing that future
transfers (among the Subaccounts and/or the fixed account) will be temporarily
permitted to be made only by original signature sent to us by U.S. mail,
first-class delivery for the remainder of the Contract Year (or calendar year
if the contract is an individual contract that was sold in connection with an
employer sponsored plan). Overnight delivery or electronic instructions (which
may include telephone, facsimile, or Internet instructions) submitted during
this period will not be accepted. If overnight delivery or electronic
instructions are inadvertently accepted from a Contractowner that has been
identified as a market timer, upon discovery, we will reverse the transaction
within 1 or 2 business days. We will impose this "original signature"
restriction on that Contractowner even if we cannot identify, in the particular
circumstances, any harmful effect from that Contractowner's particular
transfers.

Contractowners seeking to engage in frequent, large, or short-term transfer
activity may deploy a variety of strategies to avoid detection. Our ability to
detect such transfer activity may be limited by operational systems and
technological limitations. The identification of Contractowners determined to
be engaged in such transfer activity that may adversely affect other
Contractowners or fund shareholders involves judgments that are inherently
subjective. We cannot guarantee that our Market Timing Procedures will detect
every potential market timer. If we are unable to detect market timers, you may
experience dilution in the value of your fund shares and increased brokerage
and administrative costs in the funds. This may result in lower long-term
returns for your investments.

Our Market Timing Procedures are applied consistently to all Contractowners. An
exception for any Contractowner will be made only in the event we are required
to do so by a court of law. In addition, certain funds available as investment
options in your contract may also be available as investment options for owners
of other, older life insurance policies issued by us. Some of these older life
insurance policies do not provide a contractual basis for us to restrict or
refuse transfers which are suspected to be market timing activity. In addition,
because other insurance companies and/or retirement plans may invest in the
funds, we cannot guarantee that the funds will not suffer harm from frequent,
large, or short-term transfer activity among Subaccounts and the fixed accounts
of variable contracts issued by other insurance companies or among investment
options available to retirement plan participants.

In our sole discretion, we may revise our Market Timing Procedures at any time
without prior notice as necessary to better detect and deter frequent, large,
or short-term transfer activity to comply with state or federal regulatory
requirements, and/or to impose additional or alternate restrictions on market
timers (such as dollar or percentage limits on transfers). If we modify our
Market Timing Procedures, they will be applied uniformly to all Contractowners
or as applicable to all Contractowners investing in underlying funds.

Some of the funds have reserved the right to temporarily or permanently refuse
payments or transfer requests from us if, in the judgment of the fund's
investment adviser, the fund would be unable to invest effectively in
accordance with its investment objective or policies, or would otherwise
potentially be adversely affected. To the extent permitted by applicable law,
we reserve the right to defer or reject a transfer request at any time that we
are unable to purchase or redeem shares of any of the funds available through
the VAA, including any refusal or restriction on purchases or redemptions of
the fund shares as a result of the funds' own policies and procedures on market
timing activities. If a fund refuses to accept a transfer request we have
already processed, we will reverse the transaction within 1 or 2 business days.
We will notify you in writing if we have reversed, restricted or refused any of
your transfer requests. Some funds also may impose redemption fees on
short-term trading (i.e., redemptions of mutual fund shares within a certain
number of business days after purchase). We reserve the right to administer and
collect any such redemption fees on behalf of the funds. You should read the
prospectuses of the funds for more details on their redemption fees and their
ability to refuse or restrict purchases or redemptions of their shares.

Transfers After the Annuity Commencement Date

You may transfer all or a portion of your investment in one Subaccount to
another Subaccount or to the fixed side of the contract, as permitted under
your contract. Those transfers will be limited to three times per Contract
Year. You may also transfer from a variable annuity payment to a fixed annuity
payment. You may not transfer from a fixed annuity payment to a variable
annuity payment. Once elected, the fixed annuity payment is irrevocable.

These provisions also apply during the i4LIFE (Reg. TM) Advantage Lifetime
Income Period. See i4LIFE (Reg. TM) Advantage.

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<PAGE>

Ownership

The Contractowner on the date of issue will be the person or entity designated
in the contract specifications. The Contractowner of a nonqualified contract
may name a joint owner.

As Contractowner, you have all rights under the contract. According to Indiana
law, the assets of the VAA are held for the exclusive benefit of all
Contractowners and their designated Beneficiaries; and the assets of the VAA
are not chargeable with liabilities arising from any other business that we may
conduct. We reserve the right to approve all ownership and Annuitant changes.
Nonqualified contracts may not be sold, discounted, or pledged as collateral
for a loan or for any other purpose. Qualified contracts are not transferable
unless allowed under applicable law. Nonqualified contracts may not be
collaterally assigned. Assignments may have an adverse impact on your Death
Benefits and may be prohibited under the terms of a particular feature. We
assume no responsibility for the validity or effect of any assignment. Consult
your tax adviser about the tax consequences of an assignment.

Joint Ownership

If a contract has joint owners, the joint owners shall be treated as having
equal undivided interests in the contract. Either owner, independently of the
other, may exercise any ownership rights in this contract. Not more than two
owners (an owner and joint owner) may be named and contingent owners are not
permitted.

Annuitant

The following rules apply prior to the Annuity Commencement Date. You may name
only one Annuitant (unless you are a tax-exempt entity, then you can name two
joint Annuitants). You (if the Contractowner is a natural person) have the
right to change the Annuitant at any time by notifying us in writing of the
change. However, we reserve the right to approve all Annuitant changes. This
may not be allowed if certain riders are in effect. The new Annuitant must be
under age 86 as of the effective date of the change. A contingent Annuitant may
be named or changed by notifying us in writing. Contingent Annuitants are not
allowed on contracts owned by non-natural owners. On or after the Annuity
Commencement Date, the Annuitant or joint Annuitants may not be changed and
contingent Annuitant designations are no longer applicable.

Surrenders and Withdrawals

Before the Annuity Commencement Date, we will allow the surrender of the
contract or a withdrawal of the Contract Value upon your written request on an
approved Lincoln distribution request form (available from the Home Office),
fax, or other electronic means. Withdrawal requests may be made by telephone,
subject to certain restrictions. All surrenders and withdrawals may be made in
accordance with the rules discussed below. Surrender or withdrawal rights after
the Annuity Commencement Date depend on the Annuity Payout option selected.

The amount available upon surrender/withdrawal is the Contract Value less any
applicable charges, fees, and taxes at the end of the Valuation Period during
which the written request for surrender/withdrawal is received in Good Order at
the Home Office. If we receive a surrender or withdrawal request in Good Order
at our Home Office before the close of the NYSE (normally 4:00 p.m., New York
time), we will process the request using the Accumulation Unit value computed
on that Valuation Date. If we receive a surrender or withdrawal request in Good
Order at our Home Office after market close, we will process the request using
the Accumulation Unit value computed on the next Valuation Date. There may be
circumstances under which the NYSE may close early (prior to 4:00 p.m., New
York time). In such instances, surrender or withdrawal requests received after
such early market close will be processed using the Accumulation Unit value
computed on the next Valuation Date. The minimum amount which can be withdrawn
is $300. Unless a request for withdrawal specifies otherwise, withdrawals will
be made from all Subaccounts within the VAA and from the fixed account in the
same proportion that the amount of withdrawal bears to the total Contract
Value. Unless prohibited, surrender/withdrawal payments will be mailed within
seven days after we receive a valid written request at the Home Office. The
payment may be postponed as permitted by the 1940 Act.

The tax consequences of a surrender/withdrawal are discussed later in this
prospectus. See Federal Tax Matters - Taxation of Withdrawals and Surrenders.

Additional Services

These are the additional services available to you under your contract:
dollar-cost averaging (DCA), portfolio rebalancing, and automatic withdrawal
service (AWS). Currently, there is no charge for these services. However, we
reserve the right to impose one after appropriate notice to Contractowners. In
order to take advantage of one of these services, you will need to complete the
appropriate election form that is available from our Home Office. For further
detailed information on these services, please see Additional Services in the
SAI.

Dollar-Cost Averaging. Dollar-cost averaging allows you to transfer amounts
from the DCA fixed account, if available, or certain Subaccounts into the
Subaccounts on a monthly basis or in accordance with other terms we make
available.

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<PAGE>

You may elect to participate in the DCA program at the time of application or
at any time before the Annuity Commencement Date by completing an election form
available from us. The minimum amount to be dollar cost averaged (DCA'd) is
$1,500 over any period between six and 60 months. Once elected, the program
will remain in effect until the earlier of:

o the Annuity Commencement Date;
o the value of the amount being DCA'd is depleted; or
o you cancel the program by written request or by telephone if we have your
telephone authorization on file.

We reserve the right to restrict access to this program at any time.

A transfer made as part of this program is not considered a transfer for
purposes of limiting the number of transfers that may be made, or assessing any
charges which may apply to transfers. Upon receipt of an additional Purchase
Payment allocated to the DCA fixed account, the existing program duration will
be extended to reflect the end date of the new DCA program. However, the
existing interest crediting rate will not be extended. The existing interest
crediting rate will expire at its originally scheduled expiration date and the
value remaining in the DCA account from the original amount as well as any
additional Purchase Payments will be credited with interest at the standard DCA
rate at the time. If you cancel the DCA program, your remaining Contract Value
in the DCA program will be allocated to the Subaccounts according to your
allocation instructions. We reserve the right to discontinue or modify this
program at any time. If you have chosen DCA from one of the Subaccounts, only
the amount allocated to that DCA program will be transferred. Investment gain,
if any, will remain in that Subaccount unless you reallocate it to one of the
other Subaccounts. If you are enrolled in automatic rebalancing, this amount
may be automatically rebalanced based on your allocation instructions in effect
at the time of rebalancing. DCA does not assure a profit or protect against
loss.

Portfolio Rebalancing. Portfolio rebalancing is an option that restores to a
pre-determined level the percentage of Contract Value allocated to each
Subaccount. The rebalancing may take place monthly, quarterly, semi-annually or
annually. Rebalancing events will be noted on your quarterly statement. The
fixed account is not available for portfolio rebalancing.

Only one of the two additional services (DCA and portfolio rebalancing) may be
used at one time. For example, you cannot have DCA and portfolio rebalancing
running simultaneously. We reserve the right to discontinue any or all of these
administrative services at any time.

Automatic Withdrawal Service. The automatic withdrawal service (AWS) provides
for an automatic periodic withdrawal of your Contract Value. Withdrawals under
AWS will be noted on your quarterly statement. Confirmation statements for each
individual withdrawal will not be issued. AWS is available for amounts
allocated to the fixed account, if applicable.

Fees Associated with Fee-Based Financial Plans. You have purchased this
contract as part of a Fee-Based Financial Plan whereby an investment firm or
professional offers investment advice for a fee. The fee for this advice is
covered in a separate agreement between you and the firm or professional, and
is in addition to the fees and expenses that apply to this contract. You may
elect to have the fee paid to your investment firm or professional from your
Contract Value by using AWS, if certain conditions apply.

Partial withdrawals to pay the fee may be taken automatically by enrolling in
an AWS designated specifically for this purpose. Withdrawals are available in
monthly, quarterly, semi-annual, or annual frequencies. You may enroll in this
service by completing the appropriate election form that is available from your
investment adviser. Additionally, you may authorize your investment adviser to
set up or change your AWS program, or to take one-time withdrawals to pay for
the advisory fee. Once you have elected this service, it will continue until
you instruct us in writing to terminate it. Withdrawals under this AWS option
will be noted on your quarterly statement as an advisory fee withdrawal. This
service may not be available through all broker-dealers.

This service is not available if i4LIFE (Reg. TM) Advantage is in effect and
will automatically terminate upon election of i4LIFE (Reg. TM) Advantage.

These withdrawals may decrease your guarantees under a Death Benefit or Living
Benefit Rider. Advisory fee withdrawals may also have tax consequences. For
nonqualified contracts, partial withdrawals to pay the advisory fee will be
treated as a distribution for federal tax purposes, and will be reported as
income on Form 1099R. For qualified contracts, partial withdrawals to pay the
advisory fee will not be reported as a distribution from the contract.

Sample Portfolios

You may allocate your initial Purchase Payment among a group of Subaccounts
that invest in underlying funds within a sample portfolio. Each sample
portfolio consists of several Subaccounts investing in underlying funds, each
of which represents a specified percentage of your Purchase Payment. If you
choose to select a sample portfolio, you must allocate 100% of your initial
Purchase Payment to that portfolio, and we will invest your initial Purchase
Payment among the Subaccounts within the portfolio according to the percentage
allocations. These allocations will remain in place unless you tell us
otherwise. Any subsequent Purchase Payments will be invested according to your
allocation instructions at the time of the subsequent Purchase Payment. You may
de-select the sample portfolio at any time. The sample portfolio is available
only at contract issue.

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<PAGE>

This contract is offered as part of a Fee-Based Financial Plan whereby an
investment firm or professional offers investment advice for a fee. Your
financial professional may discuss portfolios with you to assist in deciding to
allocate your Purchase Payments among the various Subaccounts and/or the fixed
account. You should consult with your financial professional to determine
whether a portfolio is appropriate for you.

Your portfolio will not be automatically rebalanced. In order to maintain the
portfolio's specified Subaccount allocation percentages, you must enroll in and
maintain the portfolio rebalancing option under your contract, thereby
authorizing us to automatically rebalance your Contract Value.

Your financial professional may discuss the portfolios with you to assist you
in deciding how to allocate your initial Purchase Payment amongst the various
investment options available under your contract. The portfolios were designed
and prepared by Lincoln Investment Advisors Corporation (in consultation with
Wilshire Associates) for use by Lincoln Financial Distributors, Inc. (LFD). In
making these portfolios available to you, LIAC, LFD and the Company are not
providing you with investment advice, nor are they recommending to you any
particular portfolio. You should consult with your financial professional to
determine whether you should utilize or invest in a portfolio, or whether it is
suitable for you based upon your goals, risk tolerance and time horizon. You
bear the risk that, over time, a portfolio may not reflect the risk tolerance
or return that was expected.

Death Benefit

The chart below provides a brief overview of how the Death Benefit proceeds
will be distributed if death occurs prior to i4LIFE (Reg. TM) Advantage
elections or prior to the Annuity Commencement Date. Refer to your contract for
the specific provisions applicable upon death.

<TABLE>
<CAPTION>
UPON DEATH OF: AND... AND... DEATH BENEFIT PROCEEDS PASS TO:
<S> <C> <C> <C>
Contractowner There is a surviving joint owner The Annuitant is living or deceased Joint owner
Contractowner There is no surviving joint owner The Annuitant is living or deceased Designated Beneficiary
Contractowner There is no surviving joint owner The Annuitant is living or deceased Contractowner's estate
and the Beneficiary predeceases the
Contractowner
Annuitant The Contractowner is living There is no contingent Annuitant The youngest Contractowner
becomes the contingent Annuitant
and the contract continues. The
Contractowner may waive* this
continuation and receive the Death
Benefit proceeds.
Annuitant The Contractowner is living The contingent Annuitant is living Contingent Annuitant becomes the
Annuitant and the contract continues
Annuitant** The Contractowner is a trust or No contingent Annuitant allowed Designated Beneficiary
other non-natural person with non-natural Contractowner
</TABLE>

* Notification from the Contractowner to receive the Death Benefit proceeds
must be received within 75 days of the death of the Annuitant.

** Death of Annuitant is treated like death of the Contractowner.

If the Contractowner (or a joint owner) or Annuitant dies prior to the Annuity
Commencement Date, a Death Benefit may be payable. This Death Benefit
terminates if you elect i4LIFE (Reg. TM) Advantage or elect any other
annuitization option. At this time, the only Death Benefit offered under the
contract is the Account Value Death Benefit, which is described below.

You should consider the following provisions carefully when designating the
Beneficiary, Annuitant, any contingent Annuitant and any joint owner, as well
as before changing any of these parties. The identity of these parties under
the contract may significantly affect the amount and timing of the Death
Benefit or other amount paid upon a Contractowner's or Annuitant's death.

You may designate a Beneficiary during your lifetime and change the Beneficiary
by filing a written request with our Home Office. Each change of Beneficiary
revokes any previous designation. We reserve the right to request that you send
us the contract for endorsement of a change of Beneficiary.

Upon the death of the Contractowner, a Death Benefit will be paid to the
Beneficiary. Upon the death of a joint owner, the Death Benefit will be paid to
the surviving joint owner. If the Contractowner is a corporation or other
non-individual (non-natural person), the death of the Annuitant will be treated
as death of the Contractowner.

If an Annuitant who is not the Contractowner or joint owner dies, then the
contingent Annuitant, if named, becomes the Annuitant and no Death Benefit is
payable on the death of the Annuitant. If no contingent Annuitant is named, the
Contractowner (or younger of joint

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<PAGE>

owners) becomes the Annuitant. Alternatively, a Death Benefit may be paid to
the Contractowner (and joint owner, if applicable, in equal shares).
Notification of the election of this Death Benefit must be received by us
within 75 days of the death of the Annuitant. The contract terminates when any
Death Benefit is paid due to the death of the Annuitant.

Only the Contract Value as of the Valuation Date we approve the payment of the
death claim is available as a Death Benefit if a Contractowner, joint owner or
Annuitant was added or changed subsequent to the effective date of this
contract unless the change occurred because of the death of a prior
Contractowner, joint owner or Annuitant. If your Contract Value equals zero, no
Death Benefit will be paid.

Account Value Death Benefit. The Account Value Death Benefit provides a Death
Benefit equal to the Contract Value on the Valuation Date the death claim is
approved by us for payment. No additional Death Benefit is provided. (Your
contract may refer to this benefit as the Contract Value Death Benefit.)

General Death Benefit Information

Your Death Benefit terminates on and after the Annuity Commencement Date, or if
you elect i4LIFE (Reg. TM) Advantage. i4LIFE (Reg. TM) Advantage provides a
Death Benefit during the Access Period. There is no Death Benefit during the
Lifetime Income Period. Please see the i4LIFE (Reg. TM) Advantage - i4LIFE
(Reg. TM) Advantage Death Benefit section of this prospectus for more
information.

If there are joint owners, upon the death of the first Contractowner, we will
pay a Death Benefit to the surviving joint owner. The surviving joint owner
will be treated as the primary, designated Beneficiary. Any other Beneficiary
designation on record at the time of death will be treated as a contingent
Beneficiary. If the surviving joint owner is the spouse of the deceased joint
owner, he/she may continue the contract as sole Contractowner. Upon the death
of the spouse who continues the contract, we will pay a Death Benefit to the
designated Beneficiary(s).

If the Beneficiary is the spouse of the Contractowner, then the spouse may
elect to continue the contract as the new Contractowner. Same-sex spouses
should carefully consider whether to purchase annuity products that provide
benefits based upon status as a spouse, and whether to exercise any spousal
rights under the contract. The U.S. Supreme Court recently held that same-sex
spouses who have been married under state law will now be treated as spouses
for purposes of federal law. You are strongly encouraged to consult a tax
advisor before electing spousal rights under the contract.

The value of the Death Benefit will be determined as of the Valuation Date we
approve the payment of the claim. Approval of payment will occur upon our
receipt of a claim submitted in Good Order. To be in Good Order, we require all
the following:

1. proof (e.g. an original certified death certificate), or any other proof of
death satisfactory to us; and

2. written authorization for payment; and

3. all required claim forms, fully completed (including selection of a
settlement option).

Notwithstanding any provision of this contract to the contrary, the payment of
Death Benefits provided under this contract must be made in compliance with
Code Section 72(s) or 401(a)(9) as applicable, as amended from time to time.
Death Benefits may be taxable. See Federal Tax Matters.

Unless otherwise provided in the Beneficiary designation, one of the following
procedures will take place on the death of a Beneficiary:
o if any Beneficiary dies before the Contractowner, that Beneficiary's interest
will go to any other Beneficiaries named, according to their respective
interests; and/or
o if no Beneficiary survives the Contractowner, the proceeds will be paid to
the Contractowner's estate.

If the Beneficiary is a minor, court documents appointing the
guardian/custodian may be required.

Unless the Contractowner has already selected a settlement option, the
Beneficiary may choose the method of payment of the Death Benefit. The Death
Benefit payable to the Beneficiary or joint owner must be distributed within
five years of the Contractowner's date of death unless the Beneficiary begins
receiving within one year of the Contractowner's death the distribution in the
form of a life annuity or an annuity for a designated period not extending
beyond the Beneficiary's life expectancy.

Upon the death of the Annuitant, Federal tax law requires that an annuity
election be made no later than 60 days after we have approved the death claim
for payment.

If the Death Benefit becomes payable, the recipient may elect to receive
payment either in the form of a lump sum settlement or an Annuity Payout. If a
lump sum settlement is elected, the proceeds will be mailed within seven days
of approval by us of the claim subject to the laws, regulations and tax code
governing payment of Death Benefits. This payment may be postponed as permitted
by the Investment Company Act of 1940.

Abandoned Property. Every state has unclaimed property laws which generally
declare annuity contracts to be abandoned after a period of inactivity of three
to five years from the date a benefit is due and payable. For example, if the
payment of a Death Benefit has been triggered, but, if after a thorough search,
we are still unable to locate the Beneficiary of the Death Benefit, or the
Beneficiary does

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<PAGE>

not come forward to claim the Death Benefit in a timely manner, the Death
Benefit will be "escheated". This means that the Death Benefit will be paid to
the abandoned property division or unclaimed property office of the state in
which the Beneficiary or the Contractowner last resided, as shown on our books
and records, or to our state of domicile. This escheatment is revocable and the
state is obligated to pay the Death Benefit (without interest) if your
Beneficiary steps forward to claim it with the proper documentation.

To prevent such escheatment, it is important that you update your Beneficiary
designations, including addresses, if and as they change. You may update your
Beneficiary designations by submitting a Beneficiary change form to our Home
Office.

i4LIFE (Reg. TM) Advantage

i4LIFE (Reg. TM) Advantage (the Variable Annuity Payout Option Rider in your
contract) is an optional Annuity Payout rider you may purchase at an additional
cost and is separate and distinct from other Annuity Payout options offered
under your contract and described later in this prospectus. See Charges and
Other Deductions - i4LIFE (Reg. TM) Advantage Charge.

i4LIFE (Reg. TM) Advantage is an Annuity Payout option that provides you with
variable, periodic Regular Income Payments for life subject to certain
conditions. These payouts are made during two time periods: an Access Period
and a Lifetime Income Period. During the Access Period, you have access to your
Account Value, which means you may surrender the contract, make withdrawals,
and have a Death Benefit. During the Lifetime Income Period, you no longer have
access to your Account Value. You choose the length of the Access Period when
you select i4LIFE (Reg. TM) Advantage; the Lifetime Income Period begins
immediately after the Access Period ends and continues until your death (or the
death of a Secondary Life, if later). i4LIFE (Reg. TM) Advantage is different
from other Annuity Payout options provided by Lincoln because with i4LIFE (Reg.
TM) Advantage, you have the ability to make additional withdrawals or surrender
the contract during the Access Period. You choose when you want to receive your
first Regular Income Payment and the frequency with which you will receive
Regular Income Payments. The initial Regular Income Payment is calculated from
the Account Value on a date no more than 14 days prior to the date you select
to begin receiving the Regular Income Payments. This calculation date is called
the Periodic Income Commencement Date, and is the same date the Access Period
begins. Regular Income Payments must begin within one year of the date you
elect i4LIFE (Reg. TM) Advantage. Once they begin, Regular Income Payments will
continue until the death of the Annuitant or Secondary Life, if applicable.
This option is available on nonqualified annuities, IRAs and Roth IRAs (check
with your financial professional regarding availability with SEP market). This
option is subject to a charge while the i4LIFE (Reg. TM) Advantage is in effect
computed daily on the Account Value. See Charges and Other Deductions - i4LIFE
(Reg. TM) Advantage Charge.

i4LIFE (Reg. TM) Advantage is available for contracts with a Contract Value of
at least $50,000 and may be elected at the time of application or at any time
before any other Annuity Payout option under this contract is elected by
sending a written request to our Home Office. When you elect i4LIFE (Reg. TM)
Advantage, you must choose the Annuitant, Secondary Life, if applicable, and
make several choices about your Regular Income Payments. The Annuitant and
Secondary Life may not be changed after i4LIFE (Reg. TM) Advantage is elected.
For qualified contracts, the Secondary Life must be the spouse. See i4LIFE
(Reg. TM) Advantage Death Benefit regarding the impact of a change to the
Annuitant prior to the i4LIFE (Reg. TM) Advantage election.

i4LIFE (Reg. TM) Advantage for IRA contracts is only available if the Annuitant
and Secondary Life are age 591/2 or older at the time the option is elected.
Additional limitations on issue ages and features may be necessary to comply
with the IRC provisions for required minimum distributions. Additional Purchase
Payments may be made during the Access Period for an IRA annuity contract.
Additional Purchase Payments will not be accepted after the Periodic Income
Commencement Date for a nonqualified annuity contract.

If i4LIFE (Reg. TM) Advantage is selected, the applicable transfer provisions
among Subaccounts and the fixed account will continue to be those specified in
your annuity contract for transfers on or before the Annuity Commencement Date.
However, once i4LIFE (Reg. TM) Advantage begins, any automatic withdrawal
service will terminate. See The Contracts - Transfers on or Before the Annuity
Commencement Date.

When you elect i4LIFE (Reg. TM) Advantage, you will receive the i4LIFE (Reg.
TM) Advantage Account Value Death. The amount paid under the new Death Benefit
may be less than the amount that would have been paid under the Death Benefit
provided before i4LIFE (Reg. TM) Advantage began (if premium taxes have been
deducted from the Contract Value). See The Contracts - i4LIFE (Reg. TM)
Advantage Death Benefit.

Access Period. At the time you elect i4LIFE (Reg. TM) Advantage, you also
select the Access Period, which begins on the Periodic Income Commencement
Date. The Access Period is a defined period of time during which we pay
variable, periodic Regular Income Payments and provide a Death Benefit, and
during which you may surrender the contract and make withdrawals from your
Account Value (defined below). At the end of the Access Period, the remaining
Account Value is used to make Regular Income Payments for the rest of your life
(or the Secondary Life if applicable). This is called the Lifetime Income
Period. During the Lifetime Income Period, you will no longer be able to make
withdrawals or surrenders or receive a Death Benefit. If your Account Value is
reduced to zero because of withdrawals or market loss, your Access Period ends.

We will establish the minimum (currently 5 years) and maximum (currently the
length of time between your current age and age 115 for non-qualified contracts
or to age 100 for qualified contracts) Access Periods at the time you elect
i4LIFE (Reg. TM) Advantage. Generally, shorter Access Periods will produce a
higher initial Regular Income Payment than longer Access Periods. At any time
during the Access Period, you may extend or shorten the length of the Access
Period subject to Home Office approval. Additional restrictions may apply if
you are under age 591/2 when you request a change to the Access Period.
Currently, if you extend the Access Period, it

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must be extended at least 5 years. If you change the Access Period, subsequent
Regular Income Payments will be adjusted accordingly, and the Account Value
remaining at the end of the new Access Period will be applied to continue
Regular Income Payments for your life. Additional limitations on issue ages and
features may be necessary to comply with the IRC provisions for required
minimum distributions. We may reduce or terminate the Access Period for IRA
i4LIFE (Reg. TM) Advantage contracts in order to keep the Regular Income
Payments in compliance with IRC provisions for required minimum distributions.

Account Value. The initial Account Value is the Contract Value on the Valuation
Date i4LIFE (Reg. TM) Advantage is effective (or your initial Purchase Payment
if i4LIFE (Reg. TM) Advantage is purchased at contract issue), less any
applicable premium taxes. During the Access Period, the Account Value on a
Valuation Date will equal the total value of all of the Contractowner's
Accumulation Units plus the Contractowner's value in the fixed account, and
will be reduced by Regular Income Payments made as well as any withdrawals
taken. After the Access Period ends, the remaining Account Value will be
applied to continue Regular Income Payments for your life and the Account Value
will be reduced to zero.

Regular Income Payments during the Access Period. i4LIFE (Reg. TM) Advantage
provides for variable, periodic Regular Income Payments for as long as an
Annuitant (or Secondary Life, if applicable) is living and access to your
Account Value during the Access Period. When you elect i4LIFE (Reg. TM)
Advantage, you will have to choose the date you will receive the initial
Regular Income Payment. Once they begin, Regular Income Payments will continue
until the death of the Annuitant or Secondary Life, if applicable. Regular
Income Payments must begin within one year of the date you elect i4LIFE (Reg.
TM) Advantage. You also select when the Access Period ends and when the
Lifetime Income Period begins. You must also select the frequency of the
payments (monthly, quarterly, semi-annually or annually), how often the payment
is recalculated, the length of the Access Period and the Assumed Investment
Return (AIR). These choices will influence the amount of your Regular Income
Payments.

If you do not choose a payment frequency, the default is a monthly frequency.
In most states, you may also elect to have Regular Income Payments from
nonqualified contracts recalculated only once each year rather than
recalculated at the time of each payment. This results in level Regular Income
Payments between recalculation dates. Qualified contracts are only recalculated
once per year, at the beginning of each calendar year. You also choose the AIR.
AIR rates of 3%, 4%, 5%, or 6% may be available. Certain states limit the
availability of 5% or 6% AIR. See your registered representative for
availability. The higher the AIR you choose, the higher your initial Regular
Income Payment will be and the higher the return must be to increase subsequent
Regular Income Payments. You also choose the length of the Access Period. At
this time, changes to the Access Period can only be made on Periodic Income
Commencement Date anniversaries.

For information regarding income tax consequences of Regular Income Payments,
see Federal Tax Matters.

The amount of the initial Regular Income Payment is determined on the Periodic
Income Commencement Date by dividing the Contract Value (or Purchase Payment if
elected at contract issue), less applicable premium taxes by 1,000 and
multiplying the result by an annuity factor. The annuity factor is based upon:
o the age and sex of the Annuitant and Secondary Life, if applicable;
o the length of the Access Period selected;
o the frequency of the Regular Income Payments;
o the AIR selected; and
o the Individual Annuity Mortality table specified in your contract.

The annuity factor used to determine the Regular Income Payments reflects the
fact that, during the Access Period, you have the ability to withdraw the
entire Account Value and that a Death Benefit of the entire Account Value will
be paid to your Beneficiary upon your death. These benefits during the Access
Period result in a slightly lower Regular Income Payment, during both the
Access Period and the Lifetime Income Period, than would be payable if this
access was not permitted and no lump-sum Death Benefit of the full Account
Value was payable. (The Contractowner must elect an Access Period of no less
than the minimum Access Period which is currently set at 5 years.) The annuity
factor also reflects the requirement that there be sufficient Account Value at
the end of the Access Period to continue your Regular Income Payments for the
remainder of your life (and/or the Secondary Life if applicable), during the
Lifetime Income Period, with no further access or Death Benefit.

The Account Value will vary with the actual net investment return of the
Subaccounts selected and the interest credited on the fixed account, which then
determines the subsequent Regular Income Payments during the Access Period.
Each subsequent Regular Income Payment (unless the levelized option is
selected) is determined by dividing the Account Value on the applicable
Valuation Date by 1,000 and multiplying this result by an annuity factor
revised to reflect the declining length of the Access Period. As a result of
this calculation, the actual net returns in the Account Value are measured
against the AIR to determine subsequent Regular Income Payments. If the actual
net investment return (annualized) for the contract exceeds the AIR, the
Regular Income Payment will increase at a rate approximately equal to the
amount of such excess. Conversely, if the actual net investment return for the
contract is less than the AIR, the Regular Income Payment will decrease. For
example, if net investment return is 3% higher (annualized) than the AIR, the
Regular Income Payment for the next year will increase by approximately 3%.
Conversely, if actual net investment return is 3% lower than the AIR, the
Regular Income Payment will decrease by approximately 3%.

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Withdrawals made during the Access Period will also reduce the Account Value
that is available for Regular Income Payments, and subsequent Regular Income
Payments will be recalculated and could be increased or reduced, based on the
Account Value following the withdrawal.

For a joint life option, if either the Annuitant or Secondary Life dies during
the Access Period, Regular Income Payments will be recalculated using a revised
annuity factor based on the single surviving life, if doing so provides a
higher Regular Income Payment. On a joint life option, the Secondary Life
spouse must be either the primary Beneficiary or joint owner in order to
receive the remaining payments after the first spouse's death.

For nonqualified contracts, if the Annuitant and Secondary Life, if applicable,
both die during the Access Period, the annuity factor will be revised for a
non-life contingent Regular Income Payment and Regular Income Payments will
continue until the Account Value is fully paid out and the Access Period ends.
For qualified contracts, if the Annuitant and Secondary Life, if applicable,
both die during the Access Period, i4LIFE (Reg. TM) Advantage will terminate.

Regular Income Payments during the Lifetime Income Period. The Lifetime Income
Period begins at the end of the Access Period if either the Annuitant or
Secondary Life is living. Your earlier elections regarding the frequency of
Regular Income Payments, AIR and the frequency of the recalculation do not
change. The initial Regular Income Payment during the Lifetime Income Period is
determined by dividing the Account Value on the last Valuation Date of the
Access Period by 1,000 and multiplying the result by an annuity factor revised
to reflect that the Access Period has ended. The annuity factor is based upon:
o the age and sex of the Annuitant and Secondary Life (if living);
o the frequency of the Regular Income Payments;
o the AIR selected; and
o the Individual Annuity Mortality table specified in your contract.

The impact of the length of the Access Period and any withdrawals made during
the Access Period will continue to be reflected in the Regular Income Payments
during the Lifetime Income Period. To determine subsequent Regular Income
Payments, the contract is credited with a fixed number of Annuity Units equal
to the initial Regular Income Payment (during the Lifetime Income Period)
divided by the Annuity Unit value (by Subaccount). Subsequent Regular Income
Payments are determined by multiplying the number of Annuity Units per
Subaccount by the Annuity Unit value. Your Regular Income Payments will vary
based on the value of your Annuity Units. If your Regular Income Payments are
adjusted on an annual basis, the total of the annual payment is transferred to
Lincoln Life's general account to be paid out based on the payment mode you
selected. Your payment(s) will not be affected by market performance during
that year. Your Regular Income Payment(s) for the following year will be
recalculated at the beginning of the following year based on the current value
of the Annuity Units.

Regular Income Payments will continue for as long as the Annuitant or Secondary
Life, if applicable, is living, and will continue to be adjusted for investment
performance of the Subaccounts your Annuity Units are invested in (and the
fixed account if applicable). Regular Income Payments vary with investment
performance.

During the Lifetime Income Period, there is no longer an Account Value;
therefore, no withdrawals are available and no Death Benefit is payable. In
addition, transfers are not allowed from a fixed annuity payment to a variable
annuity payment.

i4LIFE (Reg. TM) Advantage Death Benefit

i4LIFE (Reg. TM) Advantage Account Value Death Benefit. The i4LIFE (Reg. TM)
Advantage Account Value Death Benefit is available during the Access Period.
This Death Benefit is equal to the Account Value as of the Valuation Date on
which we approve the payment of the death claim.

General Death Benefit Provisions. Following the Access Period, there is no
Death Benefit. The Death Benefit also terminates when the Account Value equals
zero, because the Access Period terminates.

On a joint life option, the Secondary Life spouse must be either the primary
Beneficiary or joint owner in order to receive the remaining payments after the
first spouse's death.

For non-qualified contracts, upon the death of the Contractowner, joint owner
or Annuitant, the Contractowner (or Beneficiary) may elect to terminate the
contract and receive full payment of the Death Benefit or may elect to continue
the contract and receive Regular Income Payments. Upon the death of the
Secondary Life, who is not also an owner, only the surrender value is paid.

If you are the owner of an IRA annuity contract, and there is no Secondary
Life, and you die during the Access Period, the i4LIFE (Reg. TM) Advantage will
terminate. A spouse Beneficiary may start a new i4LIFE (Reg. TM) Advantage
program.

If a death occurs during the Access Period, the value of the Death Benefit will
be determined as of the Valuation Date we approve the payment of the claim.
Approval of payment will occur upon our receipt of all the following:

1. proof (e.g. an original certified death certificate), or any other proof
of death satisfactory to us; and

2. written authorization for payment; and

3. all required claim forms, fully completed (including selection of a
settlement option).

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Upon notification to us of the death, Regular Income Payments may be suspended
until the death claim is approved. Upon approval, a lump sum payment for the
value of any suspended payments will be made as of the date the death claim is
approved, and Regular Income Payments will continue, if applicable.

If a lump sum settlement is elected, the proceeds will be mailed within seven
days of approval by us of the claim subject to the laws, regulations and tax
code governing payment of Death Benefits. This payment may be postponed as
permitted by the Investment Company Act of 1940.

Withdrawals. You may request a withdrawal at any time prior to or during the
Access Period. We reduce the Account Value by the amount of the withdrawal, and
all subsequent Regular Income Payments will be recalculated. Withdrawals may
have tax consequences. See Federal Tax Matters.

Surrender. At any time prior to or during the Access Period, you may surrender
the contract by withdrawing the surrender value. If the contract is
surrendered, the contract terminates and no further Regular Income Payments
will be made.

Termination. For IRA contracts, you may terminate i4LIFE (Reg. TM) Advantage
prior to the end of the Access Period by notifying us in writing. The
termination will be effective on the next Valuation Date after we receive the
notice. Upon termination, the i4LIFE (Reg. TM) Advantage charge will end and
the Separate Annual Expenses for the Account Value Death Benefit will resume.
Your Contract Value upon termination will be equal to the Account Value on the
Valuation Date we terminate i4LIFE (Reg. TM) Advantage.

For nonqualified contracts, you may not terminate i4LIFE (Reg. TM) Advantage
once you have elected it.

Annuity Payouts
When you apply for a contract, you may select any Annuity Commencement Date
permitted by law, which is usually on or before the Annuitant's 99th birthday.
Your broker-dealer may recommend that you annuitize at an earlier age.

The contract provides optional forms of payouts of annuities (annuity options),
each of which is payable on a variable basis, a fixed basis or a combination of
both as you specify. The contract provides that all or part of the Contract
Value may be used to purchase an Annuity Payout option.

You may elect Annuity Payouts in monthly, quarterly, semiannual or annual
installments. If the payouts from any Subaccount would be or become less than
$50, we have the right to reduce their frequency until the payouts are at least
$50 each. Following are explanations of the annuity options available.

Annuity Options

The annuity options outlined below do not apply to Contractowners who have
elected i4LIFE (Reg. TM) Advantage.

Life Annuity. This option offers a periodic payout during the lifetime of the
Annuitant and ends with the last payout before the death of the Annuitant. This
option offers the highest periodic payout since there is no guarantee of a
minimum number of payouts or provision for a Death Benefit for Beneficiaries.
However, there is the risk under this option that the recipient would receive
no payouts if the Annuitant dies before the date set for the first payout; only
one payout if death occurs before the second scheduled payout, and so on.

Life Annuity with Payouts Guaranteed for Designated Period. This option
guarantees periodic payouts during a designated period, usually 10 or 20 years,
and then continues throughout the lifetime of the Annuitant. The designated
period is selected by the Contractowner.

Joint Life Annuity. This option offers a periodic payout during the joint
lifetime of the Annuitant and a designated joint Annuitant. The payouts
continue during the lifetime of the survivor. However, under a joint life
annuity, if both Annuitants die before the date set for the first payout, no
payouts will be made. Only one payment would be made if both deaths occur
before the second scheduled payout, and so on.

Joint Life Annuity with Guaranteed Period. This option guarantees periodic
payouts during a designated period, usually 10 or 20 years, and continues
during the joint lifetime of the Annuitant and a designated joint Annuitant.
The payouts continue during the lifetime of the survivor. The designated period
is selected by the Contractowner.

Joint Life and Two Thirds to Survivor Annuity. This option provides a periodic
payout during the joint lifetime of the Annuitant and a designated joint
Annuitant. When one of the joint Annuitants dies, the survivor receives two
thirds of the periodic payout made when both were alive.

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Joint Life and Two-Thirds Survivor Annuity with Guaranteed Period. This option
provides a periodic payout during the joint lifetime of the Annuitant and a
joint Annuitant. When one of the joint Annuitants dies, the survivor receives
two-thirds of the periodic payout made when both were alive. This option
further provides that should one or both of the Annuitants die during the
elected guaranteed period, usually 10 or 20 years, full benefit payment will
continue for the rest of the guaranteed period.

Unit Refund Life Annuity. This option offers a periodic payout during the
lifetime of the Annuitant with the guarantee that upon death a payout will be
made of the value of the number of Annuity Units (see Variable Annuity Payouts)
equal to the excess, if any, of:
o the total amount applied under this option divided by the Annuity Unit value
for the date payouts begin, minus
o the Annuity Units represented by each payout to the Annuitant multiplied by
the number of payouts paid before death.

The value of the number of Annuity Units is computed on the date the death
claim is approved for payment by the Home Office.

Life Annuity with Cash Refund. Fixed annuity benefit payments that will be made
for the lifetime of the Annuitant with the guarantee that upon death, should
(a) the total dollar amount applied to purchase this option be greater than (b)
the fixed annuity benefit payment multiplied by the number of annuity benefit
payments paid prior to death, then a refund payment equal to the dollar amount
of (a) minus (b) will be made.

Under the annuity options listed above, you may not make withdrawals. Other
options, with or without withdrawal features, may be made available by us. You
may pre-select an Annuity Payout option as a method of paying the Death Benefit
to a Beneficiary. If you do, the Beneficiary cannot change this payout option.
You may change or revoke in writing to our Home Office, any such selection,
unless such selection was made irrevocable. If you have not already chosen an
Annuity Payout option, the Beneficiary may choose any Annuity Payout option. At
death, options are only available to the extent they are consistent with the
requirements of the contract as well as Sections 72(s) and 401(a)(9) of the tax
code, if applicable.

General Information

Any previously selected Death Benefit in effect before the Annuity Commencement
Date will no longer be available on and after the Annuity Commencement Date.
You may change the Annuity Commencement Date, change the annuity option or
change the allocation of the investment among Subaccounts up to 30 days before
the scheduled Annuity Commencement Date, upon written notice to the Home
Office. You must give us at least 30 days' notice before the date on which you
want payouts to begin. We may require proof of age, sex, or survival of any
payee upon whose age, sex, or survival payments depend.

Unless you select another option, the contract automatically provides for a
life annuity with Annuity Payouts guaranteed for 10 years (on a fixed, variable
or combination fixed and variable basis, in proportion to the account
allocations at the time of annuitization) except when a joint life payout is
required by law. Under any option providing for guaranteed period payouts, the
number of payouts which remain unpaid at the date of the Annuitant's death (or
surviving Annuitant's death in case of joint life Annuity) will be paid to you
or your Beneficiary as payouts become due after we are in receipt of:
o proof, satisfactory to us, of the death;
o written authorization for payment; and
o all claim forms, fully completed.

Variable Annuity Payouts

Variable Annuity Payouts will be determined using:
o The Contract Value on the Annuity Commencement Date, less any applicable
premium taxes;
o The annuity tables contained in the contract;
o The annuity option selected; and
o The investment performance of the fund(s) selected.

To determine the amount of payouts, we make this calculation:

1. Determine the dollar amount of the first periodic payout; then

2. Credit the contract with a fixed number of Annuity Units equal to the first
periodic payout divided by the Annuity Unit value; and

3. Calculate the value of the Annuity Units each period thereafter.

Annuity Payouts assume an investment return of 3%, 4%, 5% or 6% per year, as
applied to the applicable mortality table. Some of these assumed interest rates
may not be available in your state; therefore, please check with your financial
professional. You may choose your assumed interest rate at the time you elect a
variable Annuity Payout on the administrative form provided by us. The higher
the assumed interest rate you choose, the higher your initial annuity payment
will be. The amount of each payout after the initial payout will depend upon
how the underlying fund(s) perform, relative to the assumed rate. If the actual
net investment rate (annualized) exceeds the assumed rate, the payment will
increase at a rate proportional to the amount of such excess. Conversely, if
the actual rate is less than the assumed rate, annuity payments will decrease.
The higher the assumed interest rate, the less likely future

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annuity payments are to increase, or the payments will increase more slowly
than if a lower assumed rate was used. There is a more complete explanation of
this calculation in the SAI.

Fixed Side of the Contract

You may allocate Purchase Payments to the fixed side of the contract, if
available. Allocations made to the fixed side of the contract are added to your
Contract Value. Certain charges related to the contract and the charges for the
Living Benefit Riders are deducted from your Contract Value. Therefore, a
portion of those charges may be deducted from the fixed account. See the
Charges and Other Deductions section of this prospectus for more information.
Since amounts in the fixed account make up part of your Contract Value, those
amounts may be used to calculate benefits under the Living Benefit Riders. See
the Living Benefit Riders section in this prospectus for more information.

Purchase Payments and Contract Value allocated to the fixed side of the
contract become part of our general account, and do not participate in the
investment experience of the VAA. The general account is subject to regulation
and supervision by the Indiana Department of Insurance as well as the insurance
laws and regulations of the jurisdictions in which the contracts are
distributed.

In reliance on certain exemptions, exclusions and rules, we have not registered
interests in the general account as a security under the Securities Act of 1933
and have not registered the general account as an investment company under the
1940 Act. Accordingly, neither the general account nor any interests in it are
regulated under the 1933 Act or the 1940 Act. These disclosures, however, may
be subject to certain provisions of the federal securities laws relating to the
accuracy and completeness of statements made in prospectuses. This prospectus
is generally intended to serve as a disclosure document only for aspects of the
contract involving the VAA, and therefore contains only selected information
regarding the fixed side of the contract. Complete details regarding the fixed
side of the contract are in the contract.

We guarantee an annual effective interest rate of not less than 1.50% per year
on amounts held in a fixed account.

ANY INTEREST IN EXCESS OF 1.50% (OR THE GUARANTEED MINIMUM INTEREST RATE STATED
IN YOUR CONTRACT) WILL BE DECLARED IN ADVANCE AT OUR SOLE DISCRETION.
CONTRACTOWNERS BEAR THE RISK THAT NO INTEREST IN EXCESS OF THE MINIMUM INTEREST
RATE WILL BE DECLARED.

Your contract may not offer a fixed account or if permitted by your contract,
we may discontinue accepting Purchase Payments or transfers into the fixed side
of the contract at any time. At this time, the fixed account is available for
dollar cost averaging only. Please contact your financial professional for
further information.

Small Contract Surrenders

We may surrender your contract, in accordance with the laws of your state if:
o your Contract Value drops below certain state specified minimum amounts
($1,000 or less) for any reason, including if your Contract Value decreases
due to the performance of the Subaccounts you selected;
o no Purchase Payments have been received for two (2) full, consecutive
Contract Years; and
o the annuity benefit at the Annuity Commencement Date would be less than
$20.00 per month (these requirements may differ in some states).

At least 60 days before we surrender your contract, we will send you a letter
at your last address we have on file, to inform you that your contract will be
surrendered. You will have the opportunity to make additional Purchase Payments
to bring your Contract Value above the minimum level to avoid surrender.

Delay of Payments

Contract proceeds from the VAA will be paid within seven days, except:
o when the NYSE is closed (other than weekends and holidays);
o times when market trading is restricted or the SEC declares an emergency, and
we cannot value units or the funds cannot redeem shares; or
o when the SEC so orders to protect Contractowners.

If, pursuant to SEC rules, an underlying money market fund suspends payment of
redemption proceeds in connection with a liquidation of the fund, we will delay
payment of any transfer, partial withdrawal, surrender, loan, or Death Benefit
from the money market sub-account until the fund is liquidated. Payment of
contract proceeds from the fixed account may be delayed for up to six months.

Due to federal laws designed to counter terrorism and prevent money laundering
by criminals, we may be required to reject a Purchase Payment and/or deny
payment of a request for transfers, withdrawals, surrenders, or Death Benefits,
until instructions are received from the appropriate regulator. We also may be
required to provide additional information about a Contractowner's account to
government regulators.

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Reinvestment Privilege

You may elect to make a reinvestment purchase with any part of the proceeds of
a surrender/withdrawal, and we will recredit that portion of the
surrender/withdrawal charges attributable to the amount returned.

This election must be made by your written authorization to us on an approved
Lincoln reinvestment form and received in our Home Office within 30 days of the
date of the surrender/withdrawal, and the repurchase must be of a contract
covered by this prospectus. In the case of a qualified retirement plan, a
representation must be made that the proceeds being used to make the purchase
have retained their tax-favored status under an arrangement for which the
contracts offered by this prospectus are designed. The number of Accumulation
Units which will be credited when the proceeds are reinvested will be based on
the value of the Accumulation Unit(s) on the next Valuation Date. This
computation will occur following receipt of the proceeds and request for
reinvestment at the Home Office. You may utilize the reinvestment privilege
only once. For tax reporting purposes, we will treat a surrender/withdrawal and
a subsequent reinvestment purchase as separate transactions (and a Form 1099
may be issued, if applicable). Any taxable distribution that is reinvested may
still be reported as taxable. You should consult a tax adviser before you
request a surrender/withdrawal or subsequent reinvestment purchase.

Amendment of Contract

We reserve the right to amend the contract to meet the requirements of the 1940
Act or other applicable federal or state laws or regulations. You will be
notified in writing of any changes, modifications or waivers. Any changes are
subject to prior approval of your state's insurance department (if required).

Distribution of the Contracts

Lincoln Financial Distributors, Inc. ("LFD") serves as Principal Underwriter of
this contract. LFD is affiliated with Lincoln Life and is registered as a
broker-dealer with the SEC under the Securities Exchange Act of 1934 and is a
member of FINRA. Applications for the contracts will be accepted at our Home
Office. The Principal Underwriter has also entered into selling agreements with
Lincoln Financial Advisors Corporation, and/or Lincoln Financial Securities
Corporation (collectively "LFN"), each an affiliate of ours. While the
Principal Underwriter has the legal authority to make payments to LFN, we will
make such payments on behalf of the Principal Underwriter in compliance with
appropriate regulations. We also pay on behalf of LFD certain of its operating
expenses related to the distribution of this and other of our contracts. The
following paragraphs describe how payments are made by us and the Principal
Underwriter to various parties. We pay LFD a wholesaling allowance for
distribution of the contracts.

Compensation Paid to LFN. No commissions are paid to LFN in connection with the
sale of this contract. However, Lincoln Life pays for the operating and other
expenses of LFN, including the following sales expenses: registered
representative training allowances; compensation and bonuses for LFN's
management team; advertising expenses; and all other expenses of distributing
the contracts. LFN registered representatives and their managers are also
eligible for various cash benefits, such as bonuses, insurance benefits and
financing arrangements. In addition, LFN registered representatives who meet
certain productivity, persistency and length of service standards and/or their
managers may be eligible for additional compensation. Sales of the contracts
that are sold through LFN may help LFN registered representatives and/or their
managers qualify for such benefits. LFN registered representatives and their
managers may receive other payments from us for services that do not directly
involve the sale of the contracts, including payments made for the recruitment
and training of personnel, production of promotional literature and similar
services.

Incentives or payments described above are not charged directly to contract
owners or the VAA. All compensation is paid from our resources, which include
fees and charges imposed on your contract.

Contractowner Questions

The obligations to purchasers under the contracts are those of Lincoln Life.
This prospectus provides a general description of the material features of the
contract. Contracts, endorsements and riders may vary as required by state law.
Questions about your contract should be directed to us at 1-877-534-8255.

Federal Tax Matters

Introduction
The Federal income tax treatment of the contract is complex and sometimes
uncertain. The Federal income tax rules may vary with your particular
circumstances. This discussion does not include all the Federal income tax
rules that may affect you and your contract. This discussion also does not
address other Federal tax consequences (including consequences of sales to
foreign individuals or entities), or state or local tax consequences,
associated with the contract. As a result, you should always consult a tax
adviser about the application of tax rules found in the Internal Revenue Code
("Code"), Treasury Regulations and applicable IRS guidance to your individual
situation.

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Nonqualified Annuities

This part of the discussion describes some of the Federal income tax rules
applicable to nonqualified annuities. A nonqualified annuity is a contract not
issued in connection with a qualified retirement plan, such as an IRA or a
section 403(b) plan, receiving special tax treatment under the Code. We may not
offer nonqualified annuities for all of our annuity products.

Tax Deferral On Earnings

Under the Code, you are generally not subject to tax on any increase in your
Contract Value until you receive a contract distribution. However, for this
general rule to apply, certain requirements must be satisfied:
o An individual must own the contract (or the Code must treat the contract as
owned by an individual).
o The investments of the VAA must be "adequately diversified" in accordance
with Treasury regulations.
o Your right to choose particular investments for a contract must be limited.
o The Annuity Commencement Date must not occur near the end of the Annuitant's
life expectancy.

Contracts Not Owned By An Individual

If a contract is owned by an entity (rather than an individual) the Code
generally does not treat it as an annuity contract for Federal income tax
purposes. This means that the entity owning the contract pays tax currently on
the excess of the Contract Value over the Purchase Payments for the contract.
Examples of contracts where the owner pays current tax on the contract's
earnings, Large Account Credits if applicable, are contracts issued to a
corporation or a trust. Some exceptions to the rule are:
o Contracts in which the named owner is a trust or other entity that holds the
contract as an agent for an individual; however, this exception does not
apply in the case of any employer that owns a contract to provide deferred
compensation for its employees;
o Immediate annuity contracts, purchased with a single premium, when the
annuity starting date is no later than a year from purchase and
substantially equal periodic payments are made, not less frequently than
annually, during the Annuity Payout period;
o Contracts acquired by an estate of a decedent;
o Certain qualified contracts;
o Contracts purchased by employers upon the termination of certain qualified
plans; and
o Certain contracts used in connection with structured settlement agreements.

Investments In The VAA Must Be Diversified

For a contract to be treated as an annuity for Federal income tax purposes, the
investments of the VAA must be "adequately diversified." Treasury regulations
define standards for determining whether the investments of the VAA are
adequately diversified. If the VAA fails to comply with these diversification
standards, you could be required to pay tax currently on the excess of the
Contract Value over the contract Purchase Payments. Although we do not control
the investments of the underlying investment options, we expect that the
underlying investment options will comply with the Treasury regulations so that
the VAA will be considered "adequately diversified."

Restrictions

The Code limits your right to choose particular investments for the contract.
Because the IRS has issued little guidance specifying those limits, the limits
are uncertain and your right to allocate Contract Values among the Subaccounts
may exceed those limits. If so, you would be treated as the owner of the assets
of the VAA and thus subject to current taxation on the income, Large Account
Credits and gains, if applicable, from those assets. We do not know what limits
may be set by the IRS in any guidance that it may issue and whether any such
limits will apply to existing contracts. We reserve the right to modify the
contract without your consent in an attempt to prevent you from being
considered as the owner of the assets of the VAA for purposes of the Code.

Loss Of Interest Deduction

After June 8, 1997, if a contract is issued to a taxpayer that is not an
individual, or if a contract is held for the benefit of an entity, the entity
may lose a portion of its deduction for otherwise deductible interest expenses.
However, this rule does not apply to a contract owned by an entity engaged in a
trade or business that covers the life of one individual who is either (i) a
20% Owner of the entity, or (ii) an officer, director, or employee of the trade
or business, at the time first covered by the contract. This rule also does not
apply to a contract owned by an entity engaged in a trade or business that
covers the joint lives of the 20% Owner or the entity and the Owner's spouse at
the time first covered by the contract.

Age At Which Annuity Payouts Begin

The Code does not expressly identify a particular age by which Annuity Payouts
must begin. However, those rules do require that an annuity contract provide
for amortization, through Annuity Payouts, of the contract's Purchase Payments,
Large Account Credits and earnings. As long as annuity payments begin or are
scheduled to begin on a date on which the Annuitant's remaining life expectancy
is enough to allow for a sufficient Annuity Payout period, the contract should
be treated as an annuity. If the annuity contract is not treated as an annuity,
you would be currently taxed on the excess of the Contract Value over the
Purchase Payments of the contract.

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Tax Treatment Of Payments

We make no guarantees regarding the tax treatment of any contract or of any
transaction involving a contract. However, the rest of this discussion assumes
that your contract will be treated as an annuity under the Code and that any
increase in your Contract Value will not be taxed until there is a distribution
from your contract.

Taxation Of Withdrawals And Surrenders

You will pay tax on withdrawals to the extent your Contract Value exceeds your
Purchase Payments in the contract. This income (and all other income from your
contract) is considered ordinary income (and does not receive capital gains
treatment and is not qualified dividend income). A higher rate of tax is paid
on ordinary income than on capital gains. You will pay tax on a surrender to
the extent the amount you receive exceeds your Purchase Payments. In certain
circumstances, your Purchase Payments are reduced by amounts received from your
contract that were not included in income. Surrender and reinstatement of your
contract will generally be taxed as a withdrawal.

Taxation Of Annuity Payouts, Including Regular Income Payments

The Code imposes tax on a portion of each Annuity Payout (at ordinary income
tax rates) and treats a portion as a nontaxable return of your Purchase
Payments in the contract. We will notify you annually of the taxable amount of
your Annuity Payout. Once you have recovered the total amount of the Purchase
Payment in the contract, you will pay tax on the full amount of your Annuity
Payouts. If Annuity Payouts end because of the Annuitant's death and before the
total amount in the contract has been distributed, the amount not received will
generally be deductible. If withdrawals, other than Regular Income Payments,
are taken from i4LIFE (Reg. TM) Advantage during the Access Period, they are
taxed subject to an exclusion ratio that is determined based on the amount of
the payment.

Taxation Of Death Benefits

We may distribute amounts from your contract because of the death of a
Contractowner or an Annuitant. The tax treatment of these amounts depends on
whether the Contractowner or the Annuitant dies before or after the Annuity
Commencement Date.

Death prior to the Annuity Commencement Date:
o If the Beneficiary receives Death Benefits under an Annuity Payout option,
they are taxed in the same manner as Annuity Payouts.
o If the Beneficiary does not receive Death Benefits under an Annuity Payout
option, they are taxed in the same manner as a withdrawal.

Death after the Annuity Commencement Date:
o If Death Benefits are received in accordance with the existing Annuity Payout
option following the death of a Contractowner who is not the Annuitant, they
are excludible from income in the same manner as the Annuity Payout prior to
the death of the Contractowner.
o If Death Benefits are received in accordance with the existing Annuity Payout
option following the death of the Annuitant (whether or not the Annuitant is
also the Contractowner), the Death Benefits are excludible from income if
they do not exceed the Purchase Payments not yet distributed from the
contract. All Annuity Payouts in excess of the Purchase Payments not
previously received are includible in income.
o If Death Benefits are received in a lump sum, the Code imposes tax on the
amount of Death Benefits which exceeds the amount of Purchase Payments not
previously received.

Additional Taxes Payable On Withdrawals, Surrenders, Or Annuity Payouts

The Code may impose a 10% additional tax on any distribution from your contract
which you must include in your gross income. The 10% additional tax does not
apply if one of several exceptions exists. These exceptions include
withdrawals, surrenders, or Annuity Payouts that:
o you receive on or after you reach 591/2,
o you receive because you became disabled (as defined in the Code),
o you receive from an immediate annuity,
o a Beneficiary receives on or after your death, or
o you receive as a series of substantially equal periodic payments based on
your life or life expectancy (non-natural owners holding as agent for an
individual do not qualify).

Unearned Income Medicare Contribution

Congress enacted the "Unearned Income Medicare Contribution" as a part of the
Health Care and Education Reconciliation Act of 2010. This new tax, which
affects individuals whose modified adjusted gross income exceeds certain
thresholds, is a 3.8% tax on the lesser of (i) the individual's "unearned
income", or (ii) the dollar amount by which the individual's modified adjusted
gross income exceeds the applicable threshold. Unearned income includes the
taxable portion of distributions that you take from your annuity contract. The
tax is effective for tax years after December 31, 2012. If you take a
distribution from your contract that may be subject to

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the tax, we will include a Distribution Code "D" in Box 7 of the Form 1099-R
issued to report the distribution. Please consult your tax advisor to determine
whether your annuity distributions are subject to this tax.

Special Rules If You Own More Than One Annuity Contract

In certain circumstances, you must combine some or all of the nonqualified
annuity contracts you own in order to determine the amount of an Annuity
Payout, a surrender, or a withdrawal that you must include in income. For
example, if you purchase two or more deferred annuity contracts from the same
life insurance company (or its affiliates) during any calendar year, the Code
treats all such contracts as one contract. Treating two or more contracts as
one contract could affect the amount of a surrender, a withdrawal or an Annuity
Payout that you must include in income and the amount that might be subject to
the additional tax described previously.

Loans and Assignments

Except for certain qualified contracts, the Code treats any amount received as
a loan under your contract, and any assignment or pledge (or agreement to
assign or pledge) of any portion of your Contract Value, as a withdrawal of
such amount or portion.

Gifting A Contract

If you transfer ownership of your contract to a person other than to your
spouse (or to your former spouse incident to divorce), and receive a payment
less than your contract's value, you will pay tax on your Contract Value to the
extent it exceeds your Purchase Payments not previously received. The new
owner's Purchase Payments in the contract would then be increased to reflect
the amount included in income.

Charges for Additional Benefits

Your contract automatically includes a basic Death Benefit and may include
other optional riders. Certain enhancements to the basic Death Benefit may also
be available to you. The cost of the basic Death Benefit and any additional
benefit are deducted from your contract. It is possible that the tax law may
treat all or a portion of the Death Benefit and other optional rider charges,
if any, as a contract withdrawal.

Special Considerations for Same-Sex Spouses

The U.S. Supreme Court recently held same-sex spouses who have been married
under state law will now be treated as spouses for purposes of federal law. You
are strongly encouraged to consult a tax advisor before electing spousal rights
under the contract.

Qualified Retirement Plans

We have designed the contracts for use in connection with certain types of
retirement plans that receive favorable treatment under the Code. Contracts
issued to or in connection with a qualified retirement plan are called
"qualified contracts." We issue contracts for use with various types of
qualified retirement plans. The Federal income tax rules applicable to those
plans are complex and varied. As a result, this prospectus does not attempt to
provide more than general information about the use of the contract with the
various types of qualified retirement plans. Persons planning to use the
contract in connection with a qualified retirement plan should obtain advice
from a competent tax adviser.

Types of Qualified Contracts and Terms of Contracts

Qualified retirement plans may include the following:
o Individual Retirement Accounts and Annuities ("Traditional IRAs")
o Roth IRAs
o Traditional IRA that is part of a Simplified Employee Pension Plan ("SEP")
o SIMPLE 401(k) plans (Savings Incentive Matched Plan for Employees)
o 401(a) / (k) plans (qualified corporate employee pension and profit-sharing
plans)
o 403(a) plans (qualified annuity plans)
o 403(b) plans (public school system and tax-exempt organization annuity plans)
o H.R. 10 or Keogh Plans (self-employed individual plans)
o 457(b) plans (deferred compensation plans for state and local governments and
tax-exempt organizations)

Our individual variable annuity products are not available for use with any of
the foregoing qualified retirement plan accounts, with the exception of
Traditional IRA, SEP IRA, and Roth IRA arrangements. We will amend contracts to
be used with a qualified retirement plan as generally necessary to conform to
the Code's requirements for the type of plan. However, the rights of a person
to any qualified retirement plan benefits may be subject to the plan's terms
and conditions, regardless of the contract's terms and conditions. In addition,
we are not bound by the terms and conditions of qualified retirement plans to
the extent such terms and conditions contradict the contract, unless we
consent.

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Tax Treatment of Qualified Contracts

The Federal income tax rules applicable to qualified retirement plans and
qualified contracts vary with the type of plan and contract. For example:
o Federal tax rules limit the amount of Purchase Payments that can be made, and
the tax deduction or exclusion that may be allowed for the Purchase
Payments. These limits vary depending on the type of qualified retirement
plan and the participant's specific circumstances (e.g., the participant's
compensation).
o Minimum annual distributions are required under some qualified retirement
plans once you reach age 701/2 or retire, if later as described below.
o Loans are allowed under certain types of qualified retirement plans, but
Federal income tax rules prohibit loans under other types of qualified
retirement plans. For example, Federal income tax rules permit loans under
some section 403(b) plans, but prohibit loans under Traditional and Roth
IRAs. If allowed, loans are subject to a variety of limitations, including
restrictions as to the loan amount, the loan's duration, the rate of
interest, and the manner of repayment. Your contract or plan may not permit
loans.

Please note that qualified retirement plans such as 403(b) plans, 401(k) plans
and IRAs generally defer taxation of contributions and earnings until
distribution. As such, an annuity does not provide any additional tax deferral
benefit beyond the qualified retirement plan itself.

Tax Treatment of Payments

The Federal income tax rules generally include distributions from a qualified
contract in the participant's income as ordinary income. These taxable
distributions will include Purchase Payments that were deductible or excludible
from income. Thus, under many qualified contracts, the total amount received is
included in income since a deduction or exclusion from income was taken for
Purchase Payments. There are exceptions. For example, you do not include
amounts received from a Roth IRA in income if certain conditions are satisfied.

Required Minimum Distributions

Under most qualified plans, you must begin receiving payments from the contract
in certain minimum amounts by April 1 of the year following the year you attain
age 701/2 or retire, if later. You are required to take distributions from your
traditional IRAs by April 1 of the year following the year you reach age 701/2.
If you own a Roth IRA, you are not required to receive minimum distributions
from your Roth IRA during your life.

Failure to comply with the minimum distribution rules applicable to certain
qualified plans, such as Traditional IRAs, will result in the imposition of an
excise tax. This excise tax equals 50% of the amount by which a required
minimum distribution exceeds the actual distribution from the qualified plan.

Treasury regulations applicable to required minimum distributions include a
rule that may impact the distribution method you have chosen and the amount of
your distributions. Under these regulations, the presence of an enhanced Death
Benefit, or other benefit which could provide additional value to your
contract, may require you to take additional distributions. An enhanced Death
Benefit is any Death Benefit that has the potential to pay more than the
Contract Value or a return of Purchase Payments. Annuity contracts inside
Custodial or Trusteed IRAs will also be subject to these regulations. Please
contact your tax adviser regarding any tax ramifications.

Additional Tax on Early Distributions from Qualified Retirement Plans

The Code may impose a 10% additional tax on an early distribution from a
qualified contract that must be included in income. The Code does not impose
the additional tax if one of several exceptions applies. The exceptions vary
depending on the type of qualified contract you purchase. For example, in the
case of an IRA, the 10% additional tax will not apply to any of the following
withdrawals, surrenders, or Annuity Payouts:
o Distribution received on or after the Annuitant reaches 591/2,
o Distribution received on or after the Annuitant's death or because of the
Annuitant's disability (as defined in the Code),
o Distribution received as a series of substantially equal periodic payments
based on the Annuitant's life (or life expectancy), or
o Distribution received as reimbursement for certain amounts paid for medical
care.

These exceptions, as well as certain others not described here, generally apply
to taxable distributions from other qualified retirement plans. However, the
specific requirements of the exception may vary.

Unearned Income Medicare Contribution

Congress enacted the "Unearned Income Medicare Contribution" as a part of the
Health Care and Education Reconciliation Act of 2010. This new tax, which
affects individuals whose modified adjusted gross income exceeds certain
thresholds, is a 3.8% tax on the lesser of (i) the individual's "unearned
income", or (ii) the dollar amount by which the individual's modified adjusted
gross income exceeds the applicable threshold. Distributions that you take from
your contract are not included in the calculation of unearned income because
your contract is a qualified plan contract. However, the amount of any such
distribution is included in determining

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whether you exceed the modified adjusted gross income threshold. The tax is
effective for tax years after December 31, 2012. Please consult your tax
advisor to determine whether your annuity distributions are subject to this
tax.

Transfers and Direct Rollovers

As a result of Economic Growth and Tax Relief Reconciliation Act of 2001
(EGTRRA), you may be able to move funds between different types of qualified
plans, such as 403(b) and 457(b) governmental plans, by means of a rollover or
transfer. You may be able to rollover or transfer amounts between qualified
plans and traditional IRAs. These rules do not apply to Roth IRAs and 457(b)
non-governmental tax-exempt plans. The Pension Protection Act of 2006 (PPA)
permits direct conversions from certain qualified, 403(b) or 457(b) plans to
Roth IRAs (effective for distributions after 2007). There are special rules
that apply to rollovers, direct rollovers and transfers (including rollovers or
transfers of after-tax amounts). If the applicable rules are not followed, you
may incur adverse Federal income tax consequences, including paying taxes which
you might not otherwise have had to pay. Before we send a rollover
distribution, we will provide a notice explaining tax withholding requirements
(see Federal Income Tax Withholding). We are not required to send you such
notice for your IRA. You should always consult your tax adviser before you move
or attempt to move any funds.

The IRS issued Announcement 2014-32 confirming its intent to apply the
one-rollover-per-year limitation of 408(d)(3)(B) on an aggregate basis to all
IRAs that an individual owns. This means that an individual cannot make a
tax-free IRA-to-IRA rollover if he or she has made such a rollover involving
any of the individual's IRAs in the current tax year. If an intended rollover
does not qualify for tax-free rollover treatment, contributions to your IRA may
constitute excess contributions that may exceed contribution limits. This
one-rollover-per-year limitation does not apply to direct trustee-to-trustee
transfers.

Death Benefit and IRAs

Pursuant to IRS regulations, IRAs may not invest in life insurance contracts.
We do not believe that these regulations prohibit the Death Benefit from being
provided under the contract when we issue the contract as a Traditional or Roth
IRA. However, the law is unclear and it is possible that the presence of the
Death Benefit under a contract issued as a Traditional or Roth IRA could result
in increased taxes to you. Certain Death Benefit options may not be available
for all of our products.

Federal Income Tax Withholding

We will withhold and remit to the IRS a part of the taxable portion of each
distribution made under a contract unless you notify us prior to the
distribution that tax is not to be withheld. In certain circumstances, Federal
income tax rules may require us to withhold tax. At the time a withdrawal,
surrender, or Annuity Payout is requested, we will give you an explanation of
the withholding requirements.

Certain payments from your contract may be considered eligible rollover
distributions (even if such payments are not being rolled over). Such
distributions may be subject to special tax withholding requirements. The
Federal income tax withholding rules require that we withhold 20% of the
eligible rollover distribution from the payment amount, unless you elect to
have the amount directly transferred to certain qualified plans or contracts.
The IRS requires that tax be withheld, even if you have requested otherwise.
Such tax withholding requirements are generally applicable to 401(a), 403(a) or
(b), HR 10, and 457(b) governmental plans and contracts used in connection with
these types of plans.

Our Tax Status

Under the Code, we are not required to pay tax on investment income and
realized capital gains of the VAA. We do not expect that we will incur any
Federal income tax liability on the income and gains earned by the VAA.
However, the Company does expect, to the extent permitted under the Code, to
claim the benefit of the foreign tax credit as the owner of the assets of the
VAA. Therefore, we do not impose a charge for Federal income taxes. If there
are any changes in the Code that require us to pay tax on some or all of the
income and gains earned by the VAA, we may impose a charge against the VAA to
pay the taxes.

Changes in the Law

The above discussion is based on the Code, IRS regulations, and interpretations
existing on the date of this prospectus. However, Congress, the IRS, and the
courts may modify these authorities, sometimes retroactively.

Additional Information

Voting Rights
As required by law, we will vote the fund shares held in the VAA at meetings of
the shareholders of the funds. The voting will be done according to the
instructions of Contractowners who have interests in any Subaccounts which
invest in classes of the funds. If the 1940 Act or any regulation under it
should be amended or if present interpretations should change, and if as a
result we determine that we are permitted to vote the fund shares in our own
right, we may elect to do so.

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The number of votes which you have the right to cast will be determined by
applying your percentage interest in a Subaccount to the total number of votes
attributable to the Subaccount. In determining the number of votes, fractional
shares will be recognized.

Each underlying fund is subject to the laws of the state in which it is
organized concerning, among other things, the matters which are subject to a
shareholder vote, the number of shares which must be present in person or by
proxy at a meeting of shareholders (a "quorum"), and the percentage of such
shares present in person or by proxy which must vote in favor of matters
presented. Because shares of the underlying fund held in the VAA are owned by
us, and because under the 1940 Act we will vote all such shares in the same
proportion as the voting instructions which we receive, it is important that
each Contractowner provide their voting instructions to us. For funds
un-affiliated with Lincoln, even though Contractowners may choose not to
provide voting instruction, the shares of a fund to which such Contractowners
would have been entitled to provide voting instruction will be voted by us in
the same proportion as the voting instruction which we actually receive. For
funds affiliated with Lincoln, shares of a fund to which such Contractowners
would have been entitled to provide voting instruction will, once we receive a
sufficient number of instructions we deem appropriate to ensure a fair
representation of Contractowners eligible to vote, be voted by us in the same
proportion as the voting instruction which we actually receive. As a result,
the instruction of a small number of Contractowners could determine the outcome
of matters subject to shareholder vote. All shares voted by us will be counted
when the underlying fund determines whether any requirement for a minimum
number of shares be present at such a meeting to satisfy a quorum requirement
has been met. Voting instructions to abstain on any item to be voted on will be
applied proportionately to reduce the number of votes eligible to be cast.

Whenever a shareholders meeting is called, we will provide or make available to
each person having a voting interest in a Subaccount proxy voting material,
reports and other materials relating to the funds. Since the funds engage in
shared funding, other persons or entities besides Lincoln Life may vote fund
shares. See Investments of the Variable Annuity Account - Fund Shares.

Return Privilege

Within the free-look period after you receive the contract, you may cancel it
for any reason by delivering or mailing it postage prepaid, to The Lincoln
National Life Insurance Company at PO Box 2348, Fort Wayne, IN 46801-2348. A
contract canceled under this provision will be void. Except as explained in the
following paragraph, we will return the Contract Value as of the Valuation Date
on which we receive the cancellation request, plus any premium taxes which had
been deducted. A purchaser who participates in the VAA is subject to the risk
of a market loss on the Contract Value during the free-look period.

For contracts written in those states whose laws require that we assume this
market risk during the free-look period, a contract may be canceled, subject to
the conditions explained before, except that we will return the greater of the
Purchase Payment(s) or Contract Value as of the Valuation Date we receive the
cancellation request, plus any premium taxes that had been deducted. IRA
purchasers will also receive the greater of Purchase Payments or Contract Value
as of the Valuation Date on which we receive the cancellation request.

State Regulation

As a life insurance company organized and operated under Indiana law, we are
subject to provisions governing life insurers and to regulation by the Indiana
Commissioner of Insurance. Our books and accounts are subject to review and
examination by the Indiana Department of Insurance at all times. A full
examination of our operations is conducted by that Department at least every
five years.

Records and Reports

As presently required by the 1940 Act and applicable regulations, we are
responsible for maintaining all records and accounts relating to the VAA. We
have entered into an agreement with The Bank of New York Mellon, One Mellon
Bank Center, 500 Grant Street, Pittsburgh, Pennsylvania, 15258, to provide
accounting services to the VAA. We will mail to you, at your last known address
of record at the Home Office, at least semi-annually after the first Contract
Year, reports containing information required by that Act or any other
applicable law or regulation.

A written confirmation of each transaction will be mailed to you on the next
Valuation Date, except for the following transactions, which are mailed
quarterly:
o deduction of any account fee or rider charges;
o crediting of Large Account Credits, if applicable;
o any rebalancing event under the portfolio rebalancing service;
o any transfer or withdrawal under any applicable additional service: dollar
cost averaging or AWS; and
o Regular Income Payments from i4LIFE (Reg. TM) Advantage.

Cyber Security

We rely heavily on interconnected computer systems and digital data to conduct
our variable products business. Because our business is highly dependent upon
the effective operation of our computer systems and those of our business
partners, our business is vulnerable to disruptions from utility outages, and
susceptible to operational and information security risks resulting from
information systems failure (e.g., hardware and software malfunctions), and
cyber-attacks. These risks include, among other things, the theft,

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misuse, corruption and destruction of data maintained online or digitally,
interference with or denial of service, attacks on websites and other
operational disruption and unauthorized release of confidential customer
information. Such systems failures and cyber-attacks affecting us, any
third-party administrator, the underlying funds, intermediaries and other
affiliated or third-party service providers may adversely affect us and your
Contract Value. For instance, systems failures and cyber-attacks may interfere
with our processing of contract transactions, including the processing of
orders from our website or with the underlying funds, impact our ability to
calculate Accumulation Unit value, cause the release and possible destruction
of confidential customer or business information, impede order processing,
subject us and/or our service providers and intermediaries to regulatory fines
and financial losses and/or cause reputational damage. Cyber security risks may
also impact the issuers of securities in which the underlying funds invest,
which may cause the funds underlying your contract to lose value. There can be
no assurance that we or the underlying funds or our service providers will
avoid losses affecting your contract due to cyber-attacks or information
security breaches in the future.

Other Information

You may elect to receive your prospectus, prospectus supplements, quarterly
statements, and annual and semiannual reports electronically over the Internet,
if you have an e-mail account and access to an Internet browser. Once you
select eDelivery, via the Internet Service Center, all documents available in
electronic format will no longer be sent to you in hard copy. You will receive
an e-mail notification when the documents become available online. It is your
responsibility to provide us with your current e-mail address. You can resume
paper mailings at any time without cost, by updating your profile at the
Internet Service Center, or contacting us. To learn more about this service,
please log on to www.LincolnFinancial.com, select service centers and continue
on through the Internet Service Center.

Legal Proceedings
In the ordinary course of its business and otherwise, the Company and its
subsidiaries or its separate accounts and Principal Underwriter may become or
are involved in various pending or threatened legal proceedings, including
purported class actions, arising from the conduct of its business. In some
instances, the proceedings include claims for unspecified or substantial
punitive damages and similar types of relief in addition to amounts for alleged
contractual liability or requests for equitable relief.

After consultation with legal counsel and a review of available facts, it is
management's opinion that the proceedings, after consideration of any reserves
and rights to indemnification, ultimately will be resolved without materially
affecting the consolidated financial position of the Company and its
subsidiaries, or the financial position of its separate accounts or Principal
Underwriter. However, given the large and indeterminate amounts sought in
certain of these proceedings and the inherent difficulty in predicting the
outcome of such legal proceedings, it is reasonably possible that an adverse
outcome in certain matters could be material to the Company's operating results
for any particular reporting period. Please refer to the Statement of
Additional Information for possible additional information regarding legal
proceedings.

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46
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Contents of the Statement of Additional Information (SAI)
for Lincoln Life Variable Annuity Account N

<TABLE>
<CAPTION>
Item
<S> <C>
Special Terms
Services
Principal Underwriter
Purchase of Securities Being Offered
Annuity Payouts
Examples of Regular Income Payment Calculations
Determination of Accumulation and Annuity Unit Value
Capital Markets
Advertising & Ratings
About the S&P Index
Unclaimed Property
Additional Services
Other Information
Financial Statements
</TABLE>

For a free copy of the SAI complete the form below:

Statement of Additional Information Request Card

Lincoln Investor Advantage (Reg. TM) RIA Class

Lincoln Life Variable Annuity Account N

<TABLE>
<S>
............................................................................................
Please send me a free copy of the current Statement of Additional Information for Lincoln
Life Variable Annuity Account N Lincoln
Investor Advantage (Reg. TM) RIA Class.
</TABLE>

(Please Print)

Name: -------------------------------------------------------------------------

Address: ----------------------------------------------------------------------

City --------------------------------------------------- State ---------
Zip ---------

Mail to The Lincoln National Life Insurance Company, PO Box 2348, Fort Wayne,
IN 46801-2348.

<PAGE>

Lincoln Investor Advantage (Reg. TM) RIA Class

Lincoln Life Variable Annuity Account N (Registrant)

The Lincoln National Life Insurance Company (Depositor)

Statement of Additional Information (SAI)

This SAI should be read in conjunction with the Lincoln Investor Advantage
(Reg. TM) RIA Class prospectus of Lincoln Life Variable Annuity Account N dated
XX XX, 2016. You may obtain a copy of the Lincoln Investor Advantage (Reg. TM)
RIA Class prospectus on request and without charge. Please write Lincoln Life
Customer Service, The Lincoln National Life Insurance Company, PO Box 2348,
Fort Wayne, IN 46802, or call 1-877-534-8255.

Table of Contents

Item Page

Special Terms B-2
Services B-2
Principal Underwriter B-2
Purchase of Securities Being Offered B-2
Annuity Payouts B-2
Examples of Regular Income Payment
Calculations B-3
Determination of Accumulation and Annuity Unit
Value B-4

Item Page

Capital Markets B-4
Advertising & Ratings B-4
About the S&P 500 Index B-4
Unclaimed Property B-5
Additional Services B-5
Other Information B-6
Financial Statements B-6

This SAI is not a prospectus.

The date of this SAI is XX XX, 2016.

<PAGE>

Special Terms

The special terms used in this SAI are the ones defined in the prospectus.

Services

Independent Registered Public Accounting Firm
Ernst & Young LLP, independent registered public accounting firm, One Commerce
Square, 2005 Market Street, Suite 700, Philadelphia, Pennsylvania, 19103, has
audited a) the financial statements of the Lincoln Life Variable Annuity
Account N as of December 31, 2015 and for the year then ended and the statement
of changes in net assets for each of the years in the two year period ended
December 31, 2015; and b) the consolidated financial statements of The Lincoln
National Life Insurance Company as of December 31, 2015 and 2014 and for each
of the three years in the period ended December 31, 2015, which are included in
this SAI and Registration Statement. The aforementioned financial statements
are included herein in reliance on Ernst & Young LLP's reports, given on their
authority as experts in accounting and auditing.

Keeper of Records

All accounts, books, records and other documents which are required to be
maintained for the VAA are maintained by us or by third parties responsible to
Lincoln Life. We have entered into an agreement with The Bank of New York
Mellon, One Mellon Bank Center, 500 Grant Street, Pittsburgh, Pennsylvania,
15258, to provide accounting services to the VAA. No separate charge against
the assets of the VAA is made by us for this service.

Principal Underwriter

Lincoln Financial Distributors, Inc. ("LFD"), an affiliate of Lincoln Life,
serves as principal underwriter (the "Principal Underwriter") for the
contracts, as described in the prospectus. The Principal Underwriter offers the
contracts to the public on a continuous basis and anticipates continuing to
offer the contracts, but reserves the right to discontinue the offering.
Applications for the contracts are accepted at our Home Office. The Principal
Underwriter also offers the contracts through registered representatives who
are associated with Lincoln Financial Advisors Corporation and/or Lincoln
Financial Securities Corporation (collectively, "LFN"), our affiliates. LFD,
acting as Principal Underwriter, paid $619,961,766, $606,129,776 and
$561,689,144 to LFN and Selling Firms in 2013, 2014 and 2015 respectively, as
sales compensation with respect to all the contracts offered under the VAA. The
Principal Underwriter retained no underwriting commissions for the sale of the
contracts.

Purchase of Securities Being Offered

The variable annuity contracts are offered to the public through investment
professionals who offer investment advice for a fee. There are no special
purchase plans for any class of prospective buyers. However, under certain
limited circumstances described in the prospectus under the section of Charges
and Other Deductions, any applicable account fee may be reduced or waived.

Both before and after the annuity commencement date, there are exchange
privileges between subaccounts, and from the VAA to the general account (if
available) subject to restrictions set out in the prospectus. See The
Contracts, in the prospectus. No exchanges are permitted between the VAA and
other separate accounts.

The offering of the contracts is continuous.

Annuity Payouts

Variable Annuity Payouts
Variable Annuity Payouts will be determined on the basis of:
o the dollar value of the contract on the Annuity Commencement Date less any
applicable premium tax (and less any surrender charges on purchase payments
in the contract for less than 12 months if bonus credits applied to the
purchase payments);
o the annuity tables contained in the contract;
o the type of annuity option selected; and
o the investment results of the fund(s) selected.

In order to determine the amount of variable Annuity Payouts, we make the
following calculation:
o first, we determine the dollar amount of the first payout;

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o second, we credit the contract with a fixed number of Annuity Units based on
the amount of the first payout; and
o third, we calculate the value of the Annuity Units each period thereafter.

These steps are explained below.

The dollar amount of the first periodic variable Annuity Payout is determined
by applying the total value of the Accumulation Units credited under the
contract valued as of the Annuity Commencement Date (less any premium taxes) to
the annuity tables contained in the contract. The first variable Annuity Payout
will be paid 14 days after the Annuity Commencement Date. This day of the month
will become the day on which all future Annuity Payouts will be paid. Amounts
shown in the tables are based on the 1983 Table "a" Individual Annuity
Mortality Tables, modified, with an assumed investment return at the rate of
3%, 4%, 5% or 6% per annum, depending on the terms of your contract. The first
Annuity Payout is determined by multiplying the benefit per $1,000 of value
shown in the contract tables by the number of thousands of dollars of value
accumulated under the contract. These annuity tables vary according to the form
of annuity selected and the age of the Annuitant at the Annuity Commencement
Date. The assumed interest rate is the measuring point for subsequent Annuity
Payouts. If the actual net investment rate (annualized) exceeds the assumed
interest rate, the payout will increase at a rate equal to the amount of such
excess.

Conversely, if the actual rate is less than the assumed interest rate, Annuity
Payouts will decrease. If the assumed rate of interest were to be increased,
Annuity Payouts would start at a higher level but would decrease more rapidly
or increase more slowly.

We may use sex-distinct annuity tables in contracts that are not associated
with employer sponsored plans and where not prohibited by law.

At an Annuity Commencement Date, the contract is credited with Annuity Units
for each Subaccount on which variable Annuity Payouts are based. The number of
Annuity Units to be credited is determined by dividing the amount of the first
periodic payout by the value of an Annuity Unit in each Subaccount selected.
Although the number of Annuity Units is fixed by this process, the value of
such units will vary with the value of the underlying fund. The amount of the
second and subsequent periodic payouts is determined by multiplying the
Contractowner's fixed number of Annuity Units in each Subaccount by the
appropriate Annuity Unit value for the Valuation Date ending 14 days prior to
the date that payout is due.

The value of each Subaccount's Annuity Unit will be set initially at $1.00. The
Annuity Unit value for each Subaccount at the end of any Valuation Date is
determined by multiplying the Subaccount Annuity Unit value for the immediately
preceding Valuation Date by the product of:
o The net investment factor of the Subaccount for the Valuation Period for
which the Annuity Unit value is being determined, and
o A factor to neutralize the assumed investment return in the annuity table.

The value of the Annuity Units is determined as of a Valuation Date 14 days
prior to the payment date in order to permit calculation of amounts of Annuity
Payouts and mailing of checks in advance of their due dates. Such checks will
normally be issued and mailed at least three days before the due date.

Examples of Regular Income Payment Calculations
These examples will illustrate the impact of the length of the access period
and the impact of a withdrawal on the Regular Income Payments. These examples
assume that the investment return is the same as the assumed investment return
(AIR) to make the Regular Income Payment calculations simpler to understand.
The Regular Income Payments will vary based on the investment performance of
the underlying funds.

Annuitant............................ Male, Age 65
Secondary Life....................... Female, Age 63
Purchase Payment..................... $200,000.00
Regular Income Payment Frequency..... Annual
AIR.................................. 4.0%
Hypothetical Investment Return....... 4.0%

20-year Access Period 30-Year Access Period
Regular Income Payment............... $ 10,493.94 $9,952.72

A 10% withdrawal from the Account Value will reduce the Regular Income Payments
by 10% to $9,444.55 with the 20-year access period and $8,957.45 with the
30-year access period.

At the end of the 20-year access period, the remaining Account Value of
$113,236 (assuming no withdrawals) will be used to continue the $10,493.94
Regular Income Payment during the lifetime income period for the lives of the
Annuitant and Secondary Life. At the end of the 30-year access period, the
remaining Account Value of $68,154 (assuming no withdrawals) will be used to
continue the

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$9,952.72 Regular Income Payment during the lifetime income period for the
lives of the Annuitant and Secondary Life. (Note: the Regular Income Payments
during the lifetime income period will vary with the investment performance of
the underlying funds).

Determination of Accumulation and Annuity Unit Value
A description of the days on which Accumulation and Annuity Units will be
valued is given in the prospectus. The New York Stock Exchange's (NYSE) most
recent announcement (which is subject to change) states that it will be closed
on weekends and on these holidays: New Year's Day, Martin Luther King Day,
President's Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day, and Christmas Day. If any of these holidays occurs on a
weekend day, the Exchange may also be closed on the business day occurring just
before or just after the holiday. It may also be closed on other days.

Since the portfolios of some of the fund and series will consist of securities
primarily listed on foreign exchanges or otherwise traded outside the United
States, those securities may be traded (and the net asset value of those fund
and series and of the variable account could therefore be significantly
affected) on days when the investor has no access to those funds and series.

Capital Markets
In any particular year, our capital may increase or decrease depending on a
variety of factors - the amount of our statutory income or losses (which is
sensitive to equity market and credit market conditions), the amount of
additional capital we must hold to support business growth, changes in
reserving requirements, our inability to secure capital market solutions to
provide reserve relief, such as issuing letters of credit to support captive
reinsurance structures, changes in equity market levels, the value of certain
fixed-income and equity securities in our investment portfolio and changes in
interest rates.

Advertising & Ratings
We may include in certain advertisements, endorsements in the form of a list of
organizations, individuals or other parties which recommend Lincoln Life or the
policies. Furthermore, we may occasionally include in advertisements
comparisons of currently taxable and tax deferred investment programs, based on
selected tax brackets, or discussions of alternative investment vehicles and
general economic conditions.

Our financial strength is ranked and rated by nationally recognized independent
rating agencies. The ratings do not imply approval of the product and do not
refer to the performance of the product, or any separate account, including the
underlying investment options. Ratings are not recommendations to buy our
products. Each of the rating agencies reviews its ratings periodically.
Accordingly, all ratings are subject to revision or withdrawal at any time by
the rating agencies, and therefore, no assurance can be given that these
ratings will be maintained. The current outlook for the insurance subsidiaries
is stable for Moody's, A.M. Best, Fitch, and Standard & Poor's. Our financial
strength ratings, which are intended to measure our ability to meet contract
holder obligations, are an important factor affecting public confidence in most
of our products and, as a result, our competitiveness. A downgrade of our
financial strength rating could affect our competitive position in the
insurance industry by making it more difficult for us to market our products as
potential customers may select companies with higher financial strength ratings
and by leading to increased withdrawals by current customers seeking companies
with higher financial strength ratings. For more information on ratings,
including outlooks, see www.LincolnFinancial.com/investor.

About the S&P 500 Index
The S&P 500 Index (hereinafter "Index") is a product of S&P Dow Jones Indices
LLC or its affiliates ("SPDJI"), and has been licensed for use by Lincoln
Variable Insurance Products Trust and its affiliates (hereinafter "Licensee").
Standard & Poor's (Reg. TM) and S&P (Reg. TM) are registered trademarks of
Standard & Poor's Financial Services LLC ("S&P") and Dow Jones (Reg. TM) is a
registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"). The
fund(s) are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P,
or any of their respective affiliates (collectively, "S&P Dow Jones Indices").
S&P Dow Jones Indices do not make any representation or warranty, express or
implied, to the owners of the funds or any member of the public regarding the
advisability of investing in securities generally or in the funds particularly
or the ability of the Index to track general market performance. S&P Dow Jones
Indices only relationship to Licensee with respect to the Index is the
licensing of the Index and certain trademarks, service marks and/or trade names
of S&P Dow Jones Indices and/or its licensors. The Index is determined,
composed and calculated by S&P Dow Jones Indices without regard to Licensee or
the funds. S&P Dow Jones Indices have no obligation to take the needs of
Licensee or the owners of the funds into consideration in determining,
composing or calculating the Index. S&P Dow Jones Indices are not responsible
for and have not participated in the determination of the prices, and amount of
the funds or the timing of the issuance or sale of the funds or in the
determination or calculation of the equation by which the funds are to be
converted into cash, surrendered or redeemed, as the case may be. S&P Dow Jones
Indices have no obligation or liability in connection with the administration,
marketing or trading of the

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funds. There is no assurance that investment products based on the Index will
accurately track index performance or provide positive investment returns. S&P
Dow Jones Indices LLC is not an investment advisor. Inclusion of a security
within an index is not a recommendation by S&P Dow Jones Indices to buy, sell,
or hold such security, nor is it considered to be investment advice.

S&P DOW JONES INDICES DO NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS
AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO OR ANY
COMMUNICATION, INCLUDING BUT NOT LIMITED TO, ORAL OR WRITTEN COMMUNICATION
(INCLUDING ELECTRONIC COMMUNICATIONS) WITH RESPECT THERETO. S&P DOW JONES
INDICES SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS,
OMISSIONS, OR DELAYS THEREIN. S&P DOW JONES INDICES MAKE NO EXPRESS OR IMPLIED
WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES, OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY
LICENSEE, OWNERS OF THE FUNDS, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF
THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF
THE FOREGOING, IN NO EVENT WHATSOEVER SHALL S&P DOW JONES INDICES BE LIABLE FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING
BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL,
EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN
CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THERE ARE NO THIRD PARTY
BENEFICIARIES OF ANY AGREEMENTS OR ARRANGEMENTS BETWEEN S&P DOW JONES INDICES
AND LICENSEE, OTHER THAN THE LICENSORS OF S&P DOW JONES INDICES.

Unclaimed Property
We have entered into a Global Resolution Agreement with a third party auditor
representing multiple states and jurisdictions. Under the terms of the Global
Resolution Agreement, the third party auditor has compared expanded matching
criteria to the Social Security Master Death File ("SSMDF") to identify
deceased insureds and policy or contract holders where a valid claim has not
been made. We have also entered into a Regulatory Settlement Agreement with
multiple states and jurisdictions. The Regulatory Settlement Agreement applies
prospectively and requires us to adopt and implement additional procedures
comparing our records to the SSMDF to identify unclaimed death benefits and
prescribes procedures for identifying and locating beneficiaries once deaths
are identified. Other jurisdictions that are not signatories to the Regulatory
Settlement Agreement are conducting examinations and audits of our compliance
with unclaimed property laws and considering proposals that would apply
prospectively and require life insurance companies to take additional steps to
identify unreported deceased policy and contract holders. These prospective
changes and any escheatable property identified as a result of the audits and
inquiries could result in: (1) additional payments of previously unclaimed
death benefits; (2) the payment of abandoned funds to U.S. jurisdictions; and
(3) changes in our practices and procedures for the identification of
escheatable funds and beneficiaries, which would impact claim payments and
reserves, among other consequences.

Additional Services
Dollar Cost Averaging (DCA) - You may systematically transfer, on a monthly
basis or in accordance with other terms we make available, amounts from certain
Subaccounts, or the fixed side (if available) of the contract into the
Subaccounts or in accordance with other terms we make available. You may elect
to participate in the DCA program at the time of application or at any time
before the Annuity Commencement Date by completing an election form available
from us. The minimum amount to be dollar cost averaged is $1,500 over any
period between six and 60 months. Once elected, the program will remain in
effect until the earlier of:
o the Annuity Commencement Date;
o the value of the amount being DCA'd is depleted; or
o you cancel the program by written request or by telephone if we have your
telephone authorization on file.

We reserve the right to restrict access to this program at any time.

A transfer made as part of this program is not considered a transfer for
purposes of limiting the number of transfers that may be made, or assessing any
charges or Interest Adjustment which may apply to transfers. Upon receipt of an
additional Purchase Payment allocated to the DCA fixed account, the existing
program duration will be extended to reflect the end date of the new DCA
program. However, the existing interest crediting rate will not be extended.
The existing interest crediting rate will expire at its originally scheduled
expiration date and the value remaining in the DCA account from the original
amount as well as any additional Purchase Payments will be credited with
interest at the standard DCA rate at the time. We reserve the right to
discontinue this program at any time. DCA does not assure a profit or protect
against loss.

Automatic Withdrawal Service (AWS) - AWS provides an automatic, periodic
withdrawal of Contract Value to you. AWS may take place on either a monthly,
quarterly, semi-annual or annual basis, as selected by the Contractowner. You
may elect to participate in AWS at the time of application or at any time
before the Annuity Commencement Date by sending a written request to us. The
minimum Contract Value required to establish AWS is $10,000. You may cancel or
make changes to your AWS program at any time by sending a written request to
us. If telephone authorization has been elected, certain changes may be made by
telephone. Notwithstanding the requirements of the program, any withdrawal must
be permitted under Section 401(a)(9) of the IRC for qualified plans or

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permitted under Section 72 of the IRC for non-qualified contracts. To the
extent that withdrawals under AWS do not qualify for an exemption from the
contingent deferred sales charge, we will assess any applicable surrender
charges on those withdrawals. See Surrender Charge.

Portfolio Rebalancing - Portfolio rebalancing is an option, which, if elected
by the Contractowner, restores to a pre-determined level the percentage of the
Contract Value, allocated to each variable Subaccount. This pre-determined
level will be the allocation initially selected when the contract was
purchased, unless subsequently changed. The portfolio rebalancing allocation
may be changed at any time by submitting a written request to us. If portfolio
rebalancing is elected, all Purchase Payments allocated to the variable
Subaccounts must be subject to portfolio rebalancing. Portfolio rebalancing may
take place on either a monthly, quarterly, semi-annual or annual basis, as
selected by the Contractowner. The Contractowner may terminate the portfolio
rebalancing program or re-enroll at any time by sending a written request to
us. If telephone authorization has been elected, the Contractowner may make
these elections by phone. The portfolio rebalancing program is not available
following the Annuity Commencement Date.

Other Information
Due to differences in redemption rates, tax treatment or other considerations,
the interests of policyholders under the variable life accounts could conflict
with those of Contractowners under the VAA. In those cases, where assets from
variable life and variable annuity separate accounts are invested in the same
fund(s) (i.e., where mixed funding occurs), the Boards of Directors of the fund
involved will monitor for any material conflicts and determine what action, if
any, should be taken. If it becomes necessary for any separate account to
replace shares of any fund with another investment, that fund may have to
liquidate securities on a disadvantageous basis. Refer to the prospectus for
each fund for more information about mixed funding.

Financial Statements

(To be filed by amendment)

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Lincoln Life Variable Annuity Account N CORRESPCorrespondence with SEC