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Llany Separate Account S for Flexible Premium Variable Life Insurance

07/24/2024 | Press release | Distributed by Public on 07/24/2024 12:09

Post Effective Amendment to Registration Statement by Investment Company Form 485BPOS

As filed with the Securities and Exchange Commission on July 24, 2024
1933 Act Registration No. 333-141769
1940 Act Registration No. 811-09257
CIK No. 0001081039
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Post-Effective Amendment No. 30
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 58
LLANY Separate Account S for Flexible Premium Variable Life Insurance
(Exact Name of Registrant)
Lincoln Corporate Variable 5
Lincoln Corporate Commitment® VUL
LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
(Exact Name of Depositor)
120 Madison Street, Suite 1310
Syracuse, NY 13202
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, Including Area Code: (315) 428-8400
Sarah Sheldon, Esquire
Lincoln Life & Annuity Company of New York
120 Madison Street, Suite 1310
Syracuse, NY 13202
(Name and Address of Agent for Service)
Copy to:
Brittany S. Speas
The Lincoln National Life Insurance Company
100 N. Greene Street
Greensboro, North Carolina 27401
Approximate Date of Proposed Public Offering: Continuous
Title of Securities being registered:
Indefinite Number of Units of Interest in Variable Life Insurance Contracts.
An indefinite amount of the securities being offered by the Registration Statement has been registered pursuant to
Rule 24f-2 under the Investment Company Act of 1940. The Form 24F-2 for the Registrant for the fiscal year ended
December 31, 2023 was filed March 25, 2024.
It is proposed that this filing will become effective:
/X/
immediately upon filing pursuant to paragraph (b)
/ /
on May 1, 2024 pursuant to paragraph (b)
/ /
60 days after filing pursuant to paragraph (a)(1)
/ /
on XX XX, 2024 pursuant to paragraph (a)(1) of Rule 485.If appropriate, check the following box:
/ /
This post-effective amendment designates a new effective date for a previously filed post-effective amendment.
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY
Lincoln Life Flexible Premium Variable Life Account M
Lincoln AssetEdge® VUL, Lincoln AssetEdge® Exec VUL,
Lincoln AssetEdge® VUL 2015, Lincoln AssetEdge® Exec VUL 2015,
Lincoln AssetEdge® VUL 2019, Lincoln AssetEdge® Exec VUL 2019,
Lincoln AssetEdge® VUL 2019-2, Lincoln AssetEdge® Exec VUL 2019-2,
Lincoln AssetEdge® VUL 2020, Lincoln AssetEdge® Exec VUL 2020,
Lincoln AssetEdge® VUL 2022, Lincoln AssetEdge® VUL 2022-2,
Lincoln VULCV-IV, Lincoln VULDB-IV,
Lincoln VULONE, Lincoln VULONE 2005, Lincoln VULONE 2007, Lincoln VULONE 2012,
Lincoln VULONE 2014, Lincoln VULONE 2019

Lincoln Life Flexible Premium Variable Life Account R
Lincoln PreservationEdge® SVUL, Lincoln SVUL-IV, Lincoln SVULONE 2013,
Lincoln SVULONE 2016, Lincoln SVULONE 2019

Lincoln Life Flexible Premium Variable Life Account S
Lincoln Corporate Commitment®VUL, Lincoln Corporate Variable 5,
Lincoln Corporate ExecSMVUL

Lincoln Life Flexible Premium Variable Life Account JF-A
Lincoln Ensemble®II VUL, Lincoln Ensemble®III VUL

LINCOLN LIFE & ANNUITY COMPANY OF NEW YORK
Lincoln Life & Annuity Flexible Premium Variable Life Account M
Lincoln AssetEdge® VUL 2015, Lincoln AssetEdge® Exec VUL 2015

LLANY Separate Account S for Flexible Premium Variable Life Insurance
Lincoln Corporate Commitment®VUL, Lincoln Corporate Variable 5

Supplement dated July 24, 2024 to the Prospectus dated May 1, 2024

This Supplement to your prospectus outlines important changes that become effective on and after
August 23, 2024. These changes are related to Appendix A - Funds Available Under The Policy. All other provisions outlined in your variable life prospectus remain unchanged.

The following line item is added to Appendix A - Funds Available Under the Policy on or about August 23, 2024:

Investment Objective
Fund and Adviser/Sub-adviser
Current Expenses
Average Annual Total
Returns (as of 12/31/2023)
1 year
5 year
10 year
Long-term capital growth.
LVIP American Century Ultra® Fund - Standard Class
advised by Lincoln Financial Investments Corporation
0.65%1
N/A
N/A
N/A
1This fund is subject to an expense reimbursement or fee waiver arrangement. As a result, this fund's annual expenses reflect temporary expense reductions. See the fund's prospectus for additional information.
The Board of Trustees ("Board") of Lincoln Variable Insurance Products Trust (the "Trust") approved an Agreement and Plan of Reorganization to merge the LVIP Wellington Capital Growth Fund with and into the LVIP American Century Ultra® Fund (the "Acquiring Fund"), a series of the Trust (the "Reorganization"). The Reorganization is not expected to be a taxable event for Policy Owners. A meeting of shareholders to consider the Reorganization is scheduled to be held on or about August 9, 2024, and the Fund's Reorganization is expected to be completed on or about August 23, 2024 ("Closing Date").
At any time prior to the Closing Date, Policy Owners may transfer out of the Fund consistent with the transfer provisions applicable to the variable life product prospectus. Policy Owners may transfer into any other available investment option under their Policy. Please see your variable product prospectus for information about other funds available for investment within your Policy and for more information on transfers, including any restrictions on transfer into the Fund before the Closing Date.
You can find the fund prospectus and other information about the Policy online at www.lfg.com/VULprospectus. You can also obtain information at no cost by contacting your registered representative or by sending an email request to [email protected].

Please retain this supplement for future reference.

Part A
The Prospectus for the Lincoln Corporate Variable 5 and Lincoln Corporate Commitment VUL variable life insurance contract, as supplemented, is incorporated herein by reference to Post-Effective Amendment No. 29 (File No. 333-141769) filed on April 9, 2024.
Part B
The Statement of Additional Information for the Lincoln Corporate Variable 5 and Lincoln Corporate Commitment VUL variable life insurance contract, including the financial statements of Lincoln Life & Annuity Company of New York and the financial statements of LLANY Separate Account S for Flexible Premium Variable Life Insurance, is incorporated herein by reference to Post-Effective Amendment No. 29 (File No. 333-141769) filed on April 9, 2024.
PART C - OTHER INFORMATION
Item 30. EXHIBITS
(b)
Not applicable.
(h)
Fund Participation Agreements, and amendments thereto, between Lincoln Life & Annuity Company of New York and:
B-2
(j)
Not applicable.
(l)
Not applicable.
(m)
Not applicable.
(n)
(1)
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm filed herein.
(2)
Power of Attorney - Principal Officers and Directors of Lincoln Life & Annuity Company of New York filed herein.
(o)
Not applicable.
(p)
Not applicable.
(r)
Not applicable.
B-3
Item 31. Directors and Officers of the Depositor
Name
Positions and Offices with Depositor
Jayson R. Bronchetti*
Executive Vice President, Chief Investment Officer and Director
Adam M. Cohen*
Senior Vice President, Chief Accounting Officer and Treasurer
Ellen G. Cooper*
President and Director
Stephen B. Harris*
Senior Vice President and Chief Ethics and Compliance Officer
Mark E. Konen
4901 Avenue G
Austin, TX 78751
Director
M. Leanne Lachman
870 United Nations Plaza, #19-E
New York, NY 10017
Director
Dale LeFebvre
2710 Foxhall Road NW
Washington, DC 20007
Director
Louis G. Marcoccia
Senior Vice President
Syracuse University
Crouse-Hinds Hall, Suite 620
900 S. Crouse Ave.
Syracuse, NY 13244
Director
Christopher M. Neczypor*
Executive Vice President, Chief Financial Officer and Director
Nancy A. Smith*
Secretary
Joseph D. Spada**
Vice President and Chief Compliance Officer for Separate Accounts
*Principal business address is 150 N. Radnor-Chester Road, Radnor, PA 19087
**Principal business address is 350 Church Street, Hartford, CT 06096
Item 32. Persons Controlled by or Under Common Control with the Depositor or the Registrant
Item 33. Indemnification
(a)
Brief description of indemnification provisions:
In general, Article VII of the By-Laws of Lincoln Life & Annuity Company of New York provides that Lincoln New York will indemnify certain persons against expenses, judgments and certain other specified costs incurred by any such person if he/she is made a party or is threatened to be made a party to a suit or proceeding because he/she was a director, officer, or employee of Lincoln New York, as long as he/she acted in good faith and in a manner he/she reasonably believed to be in the best interests of, or act opposed to the best interests of, Lincoln New York. Certain additional conditions apply to indemnification in criminal proceedings.
In particular, separate conditions govern indemnification of directors, officers, and employees of Lincoln Life in connection with suits by, or in the right of, Lincoln New York.
Please refer to Article VII of the By-Laws of Lincoln New York (Exhibit No. 6(b) hereto) for the full text of the indemnification provisions. Indemnification is permitted by, and is subject to the requirements of, New York law.
(b)
Undertaking pursuant to Rule 484 of Regulation C under the Securities Act of 1933:
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 28(a) above or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel
B-4
the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 34. Principal Underwriter
(a)
Lincoln Financial Distributors, Inc. ("LFD") currently serves as Principal Underwriter for: Lincoln National Variable Annuity Account C; Lincoln National Flexible Premium Variable Life Account D; Lincoln National Variable Annuity Account E; Lincoln National Flexible Premium Variable Life Account F; Lincoln National Flexible Premium Variable Life Account G; Lincoln National Variable Annuity Account H; Lincoln Life & Annuity Variable Annuity Account H; Lincoln Life Flexible Premium Variable Life Account J; Lincoln Life Flexible Premium Variable Life Account K; Lincoln National Variable Annuity Account L; Lincoln Life & Annuity Variable Annuity Account L; Lincoln Life Flexible Premium Variable Life Account M; Lincoln Life & Annuity Flexible Premium Variable Life Account M; Lincoln Life Variable Annuity Account N; Lincoln New York Account N for Variable Annuities; Lincoln Life Variable Annuity Account Q; Lincoln Life Flexible Premium Variable Life Account R; LLANY Separate Account R for Flexible Premium Variable Life Insurance; Lincoln Life Flexible Premium Variable Life Account S; LLANY Separate Account S for Flexible Premium Variable Life Insurance; Lincoln Life Variable Annuity Account T; Lincoln Life Variable Annuity Account W; and Lincoln Life Flexible Premium Variable Life Account Y and Lincoln Life & Annuity Flexible Premium Variable Life Account Y; Lincoln Life Variable Annuity Account JF-H; Lincoln Life Variable Annuity Account JF-I; Lincoln Life Flexible Premium Variable Life Account JF-A; Lincoln Life Flexible Premium Variable Life Account JF-C; Lincoln Life Variable Annuity Account JL-A; Lincoln Life & Annuity Flexible Premium Variable Life Account JA-B; Lincoln Variable Insurance Products Trust; Lincoln Advisors Trust.
(b)
Officers and Directors of Lincoln Financial Distributors, Inc.:
Name
Positions and Offices with Underwriter
Adam M. Cohen*
Senior Vice President and Treasurer
Jason M. Gibson**
Vice President and Chief Compliance Officer
Claire H. Hanna*
Secretary
John C. Kennedy*
President, Chief Executive Officer and Director
Jared M. Nepa*
Senior Vice President and Director
Thomas P. O'Neill*
Senior Vice President, Chief Operating Officer and Head of Financial
Institutions Group
Timothy J. Seifert Sr*
Senior Vice President and Director
*Principal business address is 150 N. Radnor-Chester Road, Radnor, PA 19087
**Principal business address is 1301 South Harrison Street, Fort Wayne, IN 46802
(c)
N/A
Item 35. Location of Accounts and Records
Books of Account and corporate records are maintained by Lincoln Life & Annuity Company of New York, 120 Madison Street, Suite 1310, Syracuse, New York 13202. All other accounts, books, and documents, except accounting records, required to be maintained by the 1940 Act and the Rules promulgated thereunder are maintained by The Lincoln National Life Insurance Company, 1301 S. Harrison Street, Fort Wayne, Indiana 46802 and One Granite Place, Concord, New Hampshire 03301. The accounting records are maintained by State Street Bank and Trust Company, 801 Pennsylvania Ave, Kansas City, MO 64105.Andesa Services, Inc., 1611 Pond Rd, Suite 210, Allentown, Pennsylvania, will act as a Transfer Agent on behalf of Lincoln Life as it relates to the policies described in this Prospectus. In the role of a Transfer Agent, Andesa will perform administrative functions, such as decreases, increases, surrenders and partial surrenders, fund allocation changes and transfers on behalf of the Company.
Item 36. Management Services
Not applicable.
Item 37. Fee Representation
Lincoln Life represents that the fees and charges deducted under the policies, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by Lincoln Life.
B-5



SIGNATURES


Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant, LLANYSeparate Account S for Flexible Premium Variable Life, has duly caused this Post-Effective Amendment No. 30 (File No. 333-141769; 811-09257; CIK No.: 0001081039) to the Registration Statement to be signed on its behalf by the undersigned duly authorized, in the City of Hartford and State of Connecticut on the 18th day of July, 2024 at 9:57 am. Registrant certifies that this amendment meets all of the requirements for effectiveness pursuant to Rule 485(b) under the Securities Act of 1933.



LLANY Separate Account S for Flexible Premium Variable Life Insurance
(Registrant)


/s/ Douglas K. Noble
By ___________________________________
Douglas K. Noble
Vice President
The Lincoln National Life Insurance Company



Lincoln Life & Annuity Company of New York
(Depositor)

/s/Douglas K. Noble
By _________________________________
Douglas K. Noble
Vice President
The Lincoln National Life Insurance Company





As required by the Securities Act of 1933 and the Investment Company Act of 1940, this Amendment to the Registration Statements has been signed by the following persons in their capacities indicated on July 16, 2024 at 10:37 am.




Signature
Title
/s/Ellen G. Cooper
__________________________
Ellen G. Cooper
President and Director
/s/Christopher M. Neczypor
__________________________
Christopher M. Neczypor
Executive Vice President, Chief Financial Officer and Director
/s/Jayson R. Bronchetti
__________________________
Jayson R. Bronchetti
Executive Vice President, Chief Investment Officer and Director
/s/Mark E. Konen
__________________________
Mark E. Konen
Director
/s/M. Leanne Lachman
__________________________
M. Leanne Lachman
Director
/s/Louis G. Marcoccia
__________________________
Louis G. Marcoccia
Director
/s/Dale LeFebvre
__________________________
Dale LeFebvre
Director
/s/Adam M. Cohen
__________________________
Adam M. Cohen
Senior Vice President, Treasurer and Chief Accounting Officer


/s/Brittany S. Speas
* By _______________________________________
Brittany S. Speas
Attorney-in-Fact, pursuant to a Power-
of-Attorney filed with this Registration
Statement