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Lincoln Variable Insurance Products Trust
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LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
1300 South Clinton Street
Fort Wayne, Indiana 46802
NOTICE OF SPECIAL MEETING OF SHAREHOLDERSJune 24, 2019
January 2, 2019Re: LVIP Goldman Sachs Income Builder Fund
Dear Contract Owners and Shareholders:
You currently have an investment interest in at least one series mutual fundthe LVIP Goldman Sachs Income Builder Fund (the “Fund”). In the attached Proxy Statement, you are being asked to vote on the liquidation of the Fund. The Fund is part of Lincoln Variable Insurance Products Trust (the “Trust��), and has been available as an investment option under variable annuity contracts and variable life insurance policies (the “Contracts”) issued by The Lincoln National Life Insurance Company (“LVIP”Lincoln Life”) and Lincoln Life & Annuity Company of New York (“Lincoln New York”). We are writing to notify you
On March 5, 2019, the Board of a special meeting of shareholders (the “Meeting”)Trustees of the LVIP funds, which are listed in Exhibit ATrust (the “Funds”“Board”). , upon the recommendation of Lincoln Investment Advisors Corporation (the “Adviser”), the investment adviser of the Fund, considered and approved the liquidation of the Fund and agreed to submit the Plan of Liquidation to shareholders for approval.
You are being asked to provide instructions on how certain votes shouldapprove the Plan of Liquidation of the Fund. If the proposal is approved and you have not elected to move your contract/account value to a new investment option prior to the date of the Fund’s liquidation, your contract/account value will be cast atreinvested in either the Meeting.Goldman Sachs VIT Government Money Market Fund or the LVIP Government Money Market Fund.
The Board recommends that you vote“For” the Plan of Liquidation as described in the enclosed Proxy Statement. Your vote is important – even if you elect to move to a new investment option before the liquidation.
Please read the Proxy Statement and consider it carefully before casting your voting instruction. We appreciate your participation and prompt response in this matter and thank you for your continued support.
If you have any questions about the Meeting, will be held on February 20,please feel free to call (800) 4LINCOLN(454-6265).
Sincerely, |
/s/ Jayson R. Bronchetti |
Jayson R. Bronchetti |
President |
Lincoln Variable Insurance Products Trust |
LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
Notice of Special Meeting of Shareholders
LVIP Goldman Sachs Income Builder Fund
Scheduled for September 18, 2019
Dear Contract Owners and Shareholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (“Meeting”) of the LVIP Goldman Sachs Income Builder Fund (the “Fund”), a series of Lincoln Variable Insurance Products Trust (the “Trust”), is scheduled for September 18, 2019 at 11:00 a.m. Eastern Time, inat the offices of LVIPthe Trust located at 1300 South Clinton Street, Fort Wayne, Indiana 46802. The attached Proxy Statement describes in detail the proposed agenda items46802 for the Meeting.
The following proposal will be considered and acted upon at the Meeting:purposes:
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To transact such other business |
Only shareholders of record at the close of business on June 14, 2019 are entitled to notice of, and to vote at, the Meeting and any adjournment(s) or postponement(s) thereof. Owners of variable life insurance policies and variable annuity contracts having a beneficial interest in the Fund on the record date are entitled to vote as though they were direct shareholders of the Fund.
The shares of the Funds of LVIPFund are sold, directly or indirectly, primarily to separate accounts of The Lincoln National Life Insurance Company (“Lincoln Life”), and Lincoln Life & Annuity Company of New York (“Lincoln New York”), and other unaffiliated insurance companies that support certain variable annuity contracts and variable life insurance policies (the “Accounts”) issued by those insurancesuch companies. ContractFor convenience, contract owners, policy holders, and policyplan participants are referred to collectively herein as “Contract Owners.”
Only shareholders of record who owned Fund shares at the close of business on November 28, 2018 are entitled to vote at the Meeting and at any adjournments or postponements thereof. A shareholder of record as of the close of business on that date has the right to direct the persons listed on the enclosed proxy card as to how to vote its shares in the Fund(s).
As a Contract Owner, youOwners have the right and are being requested, to instruct Lincoln Life and Lincoln New York, or other unaffiliated insurance companies, as the record owners of shares of the Fund shares that are owned in the Accounts, how to vote the shares of the FundsFund that are attributable to those Accounts.Accounts at the Meeting.
To assist you, a voting instruction form or proxy card is enclosed. In addition, a Proxy Statement describing the matters to be voted on at the Meeting or any adjournment(s) thereof is attached to this Notice. The enclosed voting instruction form or proxy card is being solicited on behalf of the Board of Trustees of LVIP.Board.
We realize that you may not be able to attend the Meeting to provide voting instructions or vote your proxy in person. However, we do need your voting instructions or your vote. Whether or not you plan to attend the Meeting, please promptly complete, sign, and return each voting instruction form orthe proxy card included with this Proxy Statement in the enclosed postage-paid envelope or provide your voting instructions or proxy by mail, telephone, or through the Internet as explained in the enclosed Proxy Statement.Proxies must be received by 4:00 p.m. Eastern Time on September 16, 2019. If you decide to attend the Meeting, you may revoke your prior voting instructions or proxy and provide voting instructions or your vote in person. The number of shares of eachthe Fund attributable to you will be voted in accordance with your voting instruction form or proxy card.
If you have any questions about the Meeting, please feel free to call1-800-4LINCOLN(454-6265).
By Order of the Board of Trustees of LVIP,
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Important notice regarding the availability of proxy materials for the shareholder Meeting to be held on February 20, 2019: this Notice of Special Meeting of Shareholders, Proxy Statement and the form of voting instruction and proxy card are available on the Internet athttps://www.proxy-direct.com/lin-30332.
LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
1300 South Clinton Street
Fort Wayne, Indiana 46802
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 20, 2019
You currently have an investment interest in at least one series mutual fund of the Lincoln Variable Insurance Products Trust (“LVIP”). There will be a special meeting of shareholders (the “Meeting”) of the LVIP funds, which are listed in Exhibit A (the “Funds”). You are being asked to provide instructions on how certain votes should be cast at the Meeting.
The LVIP Board of Trustees is furnishing this Proxy Statement to you in connection with the solicitation of voting instructions and proxies for the Meeting. The Meeting will be held at the offices of LVIP at 1300 South Clinton Street, Fort Wayne, Indiana 46802, at 11:00 a.m. Eastern Time on February 20, 2019.
The Board is soliciting voting instructions/proxies with respect to the following proposal:
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The shares of the Funds of LVIP are sold directly or indirectly primarily to separate accounts of The Lincoln National Life Insurance Company (“Lincoln Life”), Lincoln Life & Annuity Company of New York (“Lincoln New York”), and other unaffiliated insurance companies that support certain variable annuity contracts and variable life insurance policies (the “Accounts”) issued by such companies. Contract owners and policy participants are referred to collectively as “Contract Owners.”
Only shareholders of record who owned Fund shares at the close of business on November 28, 2018 (the “Record Date”) are entitled to vote at the Meeting and at any adjournments or postponements thereof. A shareholder of record on the Record Date has the right to direct the persons listed on the enclosed proxy card as to how to vote its shares in the Fund(s).
As a Contract Owner, you have the right, and are being requested, to instruct Lincoln Life, Lincoln New York or other unaffiliated insurance companies, as the record owners of shares of the Funds that are owned in the Accounts, how to vote the shares of the Funds that are attributable to those Accounts at the Meeting
To the extent that any shares of a Fund are owned directly by a Fund that operates as a “fund of funds” those shares will be voted directly by the fund of funds in the same proportion as all other votes received from the other holders of the underlying Funds’ shares (so called “echo voting”).
The date of the first mailing of the voting instruction form, proxy card and this Proxy Statement to shareholders and to the corresponding Contract Owners will be on or about January 2, 2019. If you have any questions about the Meeting, please feel free to call us toll free at1-800-4LINCOLN(454-6265).
It is important for you to provide voting instructions or vote on the proposal described in this Proxy Statement. We recommend that you read this Proxy Statement in its entirety as the explanations will help you to decide how to vote on the proposal.
The date of the first mailing of the proxy card and this Proxy Statement to shareholders and to the corresponding Contract Owners will be on or about July 8, 2019. If you have any questions about the Meeting, please feel free to call us toll free at (800) 4LINCOLN(454-6265).
By Order of the Board of Trustees of the Trust |
/s/ Samuel K. Goldstein |
Samuel K. Goldstein, Esq. |
Assistant Secretary |
June 24, 2019 |
Important notice regarding the availability of proxy materials for the shareholder Meeting to be held on September 18, 2019: this Notice of Special Meeting of Shareholders, Proxy Statement, and the form of voting instruction and proxy card are available on the Internet athttps://www.proxy-direct.com/lin-30621.
PROXY STATEMENT
June 24, 2019
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FREQUENTLY ASKED QUESTIONSPROXY STATEMENT
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LVIP BLACKROCK MULTI-ASSET INCOME FUND
TO BE HELD ON SEPTEMBER 18, 2019
Relating to the liquidation of the LVIP Goldman Sachs Income Builder Fund
Contract Owners and Shareholders are urgedThis proxy statement (“Proxy Statement”) relates to designate their choices on eacha Special Meeting of shareholders (the “Meeting”) of the mattersLVIP Goldman Sachs Income Builder Fund (the “Liquidating Fund”), a series of the Lincoln Variable Insurance Products Trust (the “Trust”), to be acted upon by usingone of the following three methods:
BY INTERNET
Read the Proxy Statement.
Go to the voting link foundheld on your voting instruction form or proxy card, or scan the QR code found on the proxy card.
Follow the instructions using your voting instruction form or proxy card as a guide.
Do not mail the voting instruction form or proxy card if you provide voting instructions or vote by Internet.
BY MAIL
Read the Proxy Statement.
Date, sign, and return the enclosed voting instruction form or proxy card in the envelope provided, which requires no postage if mailed in the United States.
BY TELEPHONE
Read the Proxy Statement.
Call the toll-free number found on your voting instruction form or proxy card.
Follow the recorded instructions using your voting instruction form or proxy card as a guide.
Do not mail the voting instruction form or proxy card if you provide voting instructions by telephone.
If you have any questions about the Meeting or anythingSeptember 18, 2019. As more fully described in this Proxy Statement, the purpose of the Meeting is for shareholders to consider and to vote on the proposed Plan of Liquidation (the “Proposal”) that would provide for the liquidation of the Liquidating Fund (the “Liquidation”). If the Proposal is approved and you have not elected to move your contract/account value to a new investment option prior to the Liquidation, your contract/account value will be reinvested in either the Goldman Sachs VIT Government Money Market Fund or the LVIP Government Money Market Fund per the liquidation chart below under theSummary of the Plan of Liquidation section.
YOU SHOULD READ THIS ENTIRE PROXY STATEMENT CAREFULLY AND REVIEW THE PLAN OF LIQUIDATION WHICH IS ATTACHED AS APPENDIX A, AS WELL AS THE GOLDMAN SACHS VIT GOVERNMENT MONEY MARKET FUND’S SUMMARY PROSPECTUS DATED APRIL 30, 2019 AND THE LVIP GOVERNMENT MONEY MARKET FUND’S SUMMARY PROSPECTUS DATED MAY 1, 2019, WHICH ARE BEING PROVIDED TO YOU ALONG WITH THIS PROXY STATEMENT. YOU SHOULD ALSO CONSULT THE GOLDMAN SACHS VIT GOVERNMENT MONEY MARKET FUND’S STATUTORY PROSPECTUS DATED APRIL 30, 2019 OR THE LVIP GOVERNMENT MONEY MARKET FUND’S STATUTORY PROSPECTUS DATED MAY 1, 2019 FOR MORE INFORMATION ABOUT THOSE FUNDS, WHICH CAN BE FOUND AT WWW.GSAMFUNDS.COM/VITFUNDS AND WWW.LINCOLNFINANCIAL.COM/LVIP, RESPECTIVELY.
In connection with this Proxy Statement, please feel free to call us toll free at1-800-4LINCOLN(454-6265).
· | The Liquidation will not affect the value of a Contract Owner’s investments. |
· | The Liquidation will not be a taxable transaction for Contract Owners. |
· | The Adviser will bear all expenses associated with this Proxy Statement and the liquidation. |
· | Every vote counts. |
PROPOSAL 1: ELECTION OF TRUSTEES
(All Funds)
Shareholders of each of the Funds are being asked to elect ten Trustees to serve on LVIP’s Board of Trustees.
Who are the nominees for Trustee?BACKGROUND
The nominees are: Ellen G. Cooper, Steve A. Cobb, Elizabeth S. Hager, Barbara L. Lamb, Gary D. Lemon, Ph.D., Thomas A. Leonard, Charles I. Plosser, Pamela L. Salaway, Brian W. Wixted,Liquidating Fund is available as an investment option under variable annuity contracts and Nancy B. Wolcottvariable life insurance policies (the “Trustee Nominees”“Contracts”). Five current members of the Board of Trustees, Messrs. Cobb, Lemon and Leonard and Mmes. Hager and Salaway, are standing forre-election issued or administered by shareholders. Three current members of the Board of Trustees, Mmes. Cooper and Wolcott and Mr. Plosser, were previously elected by the Board and will stand for election by shareholders as Trustees for the first time. Ms. Lamb and Mr. Wixted are not currently members of the Board of Trustees. Among the Trustee Nominees, Ms. Cooper is an “interested person” of LVIP as that term is defined in the 1940 Act. Ms. Cooper is an interested person of LVIP because she is a Director and Chairman of LVIP’s investment adviser, Lincoln Investment Advisors Corporation, and a Director and an officer of The Lincoln National Life Insurance Company (“Lincoln Life”), an Indiana insurance company located at 1300 S. Clinton St., Fort Wayne, Indiana 46802, and Lincoln Life & Annuity Company of New York, a New York insurance company located at 100 Madison Street, Suite 1860, Syracuse, NY 13202 (“Lincoln New York” and, together, “Lincoln”). Contract owners who selected the parent companyLiquidating Fund for investment through a Lincoln Contract (the “Contract Owners”) have a beneficial interest in the Liquidating Fund, but do not directly hold shares of the LVIP’s investment adviser. The remaining Trustee Nominees would be deemed to be “Independent Trustees” (i.e., Trustees who are not “interested persons” of LVIP). Please refer to “How are nominees for Trustees selected?” for further detail onLiquidating Fund. Lincoln, which uses the nomination process.
Under the 1940 Act, generally, no person may serveLiquidating Fund as a memberfunding vehicle, is the shareholder of a mutual fund board of trustees unless that person was elected as a trustee by the outstanding voting securitiesrecord of the fund. However, a new trustee may be appointed byLiquidating Fund and, as the existing board members if immediately after such appointment at leasttwo-thirdslegal owner of the trustees then holding office have been electedLiquidating Fund’s shares, has sole voting and investment power with respect to such office by the holdersshares, but passes through any voting rights to Contract Owners. Accordingly, for ease of the outstanding voting securities at an annual or special meeting of shareholders.
If elected, each LVIP Trustee Nominee will serve as Trustee until his or her successor has been duly elected and qualified for office or until his or her earlier resignation, death or retirement. Trustees shall retire no later than the end of the calendar year in which the Trustee turns 75 years old. Thus, Ms. Hager is scheduled to retire at the end of 2019. Each Trustee Nominee is currently available and has consented to be named inreference throughout this Proxy Statement, andContract Owners also may be referred to serve if elected.
The table below provides certain background information for each nominee, including the number of Funds that the nominee oversees.as “shareholders.”
INFORMATION ON THE NOMINEES
Interested Trustee
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What isUpon the business background and other qualificationsrecommendation of the nominees?
The following isAdviser, the Trust’s Board, including a brief descriptionmajority of the experienceIndependent Trustees, considered and attributesapproved a Plan of each Trustee that ledLiquidation for the BoardLiquidating Fund and authorized sending a proxy statement to conclude that each Trustee (including each Trustee Nominee) is qualified to serve on the Board of LVIP. The information may assist in your decision on whether to vote in favor of a Trustee’s election. References to the experienceshareholders and attributes of Trustees are pursuant to requirementsContract Owners of the SEC and are not holding out the Board or any Trustee as having any special expertise and shall not impose any greater responsibility or liability on any Trustee or the Board.
Steve A. Cobb. Mr. Cobb has served as a Trustee of Lincoln Variable Insurance Products Trust since 2013. He is currently a Managing Director of CID Capital (CID), a private equity firm he joined in 2001. Mr. Cobb is currently a director of ABC Industries (industrial and mining ventilation products manufacturer), Classic Accessories (a provider of outdoor cover products) and Fit and Fresh (a manufacturer of consumer housewares products). He has previously served as a director of multiple other companies. Mr. Cobb is a founder and past DirectorLiquidating Fund to solicit approval of the Indiana ChapterPlan of the Association for Corporate Growth. He is a past director of several communitynon-profit organizations. Prior to joining CID, Mr. Cobb was a finance manager with Procter & Gamble where he held a variety of operational and financial roles, including financial analysis, accounting, and internal controls. Through his experience, Mr. Cobb provides the Board with over twenty years of financial, accounting and business management insight.
Ellen G. Cooper. Ms. Cooper has served as Chairman and Trustee of Lincoln Variable Insurance Products Trust since September 2015. Ms. Cooper joined Lincoln Financial Group as Executive Vice President and Chief Investment Officer in 2012. Ms. Cooper also serves as Director and Chairman of Lincoln Investment Advisors Corporation. Ms. Cooper previously served as Managing Director and global head of the insurance strategy at Goldman Sachs Asset Management. Prior to Goldman Sachs, Ms. Cooper was the Chief Risk Officer for AEGON Americas. Ms. Cooper brings over 30 years of knowledge and experience in asset management, risk management, and insurance.
Elizabeth S. Hager. Ms. Hager has served as a Trustee of Lincoln Variable Insurance Products Trust since 2007. She previously served as a Director of the Jefferson Pilot Variable Fund, Inc. from 1989 to 2007. Ms. Hager served as Executive Director of the United Way of Merrimack County from 1996 until 2010, then Executive Vice President of Granite United Way until her retirement in 2011. Ms. Hager also served as a State Representative in the State of New Hampshire for 26 years and on the Concord, New Hampshire City Council for nine years, with two of those years as Mayor of Concord. Previous experience for Ms. Hager also includes serving on the CFX Bank and Bank of New Hampshire Boards, as well as manynon-profit association boards. Through her experience, Ms. Hager provides the Board with legislative, consumer and market insights.
Barbara L. Lamb.Ms. Lamb is a Trustee Nominee of Lincoln Variable Insurance Products Trust. She is currently a Managing Director of Finance and Administration for WH Trading, LLC, a global proprietary futures and options trading firm. Ms. Lamb served as a Managing Director of Cheiron Trading LLC from 2012-2015 and a Financial Officer for Valorem Law Group, LLC from 2008-2009. Previously, she served as Chief Development Officer for Market Liquidity, LLC from 1999-2001. Ms. Lamb served as Chief Credit Officer, Senior Vice President, and Director for The Chicago Corporation from 1986-1998 and in several finance and development positions from 1980-1986. Ms. Lamb holds the Chartered Financial Analyst Designation and is a member of the CFA Institute of Chicago. Through her experience, Ms. Lamb provides the board with risk management and investing insight.
Gary D. Lemon, Ph.D. Dr. Lemon has served as Advisory Trustee of Lincoln Variable Insurance Products Trust since 2004 and as a Trustee since 2006. Dr. Lemon has a Master’s Degree and Ph.D. in Economics. Since 1976, Dr. Lemon has been a Professor of Economics and Management at DePauw University and is the current Chair of the Economics and Management department. Dr. Lemon was formerly the James W. Emison Director of the Robert C. McDermond Center for Management and Entrepreneurship at DePauw University. He currently is a member of the Greencastle City Council and the Greencastle Redevelopment Commission. He is an author of a book on investing. He has also served on several other committees and in various advisory roles in both the community and university settings. Through his experience, Dr. Lemon brings academic and investment insight.
Thomas A. Leonard. Mr. Leonard has served as a Trustee of Lincoln Variable Insurance Products Trust since 2013. Mr. Leonard retired from Pricewaterhouse Coopers, LLP in 2008 where he had served as Financial Services Industry Leader in the firm’s Philadelphia office from 2000-2008 and from 1982-2008 as a Partner providing services to clients predominately in the asset management business with a focus on global fund complexes and insurance company retail and variable funds. Mr. Leonard is currently a board member of Copeland Capital Trust and was previously a board member of AlphaOne Capital and WT Mutual Fund. Since 2012, Mr. Leonard has served as a consultant to the FundVantage Trust. Mr. Leonard holds a Certified Public Accountant designation. Through his experience, Mr. Leonard provides the Board with accounting, auditing and financial services industry experience.
Charles I. Plosser. Mr. Plosser has served as a Trustee of Lincoln Variable Insurance Products Trust since 2018. Since January 2016, he has served as a Public Governor for FINRA, the Financial Industry Regulatory Authority, where he serves on the Investment Committee and the Finance, Operations and Technology Committee. Mr. Plosser served as the Chief Executive Officer and President of Federal Reserve Bank of Philadelphia, Inc. from August 1, 2006 to March 1, 2015. Mr. Plosser was the John M. Olin Distinguished Professor of Economics and Public Policy and Director of the Bradley Policy Research Center at the William E. Simon Graduate School of Business Administration at the University of Rochester, where he also served as Dean from 1993 to 2003. Mr. Plosser was also a professor of economics in the Department
of Economics at the University of Rochester, a senior research associate at the Rochester Center for Economic Research in the University’s College of Arts and Science and a research associate at the National Bureau of Economic Research in Cambridge, Massachusetts. He has also been a visiting scholar at the Bank of England and Federal Reserve Bank of Minneapolis. He has served as a consultant to numerous corporations, including Chase Manhattan Bank, Eastman Kodak Company and The Wyatt Company, on topics ranging from strategic planning and forecasting to portfolio and pension fund management, capital budgeting and financial analysis. Through his experience, Mr. Plosser provides federal banking experience and economic knowledge.
Pamela L. Salaway. Ms. Salaway has served as a Trustee of Lincoln Variable Insurance Products Trust since 2013. Ms. Salaway retired from the Bank of Montreal/Harris Financial Corp in 2010 where she most recently had served as Chief Risk Officer of BMO’s U.S. operations from 2007 to 2009 and as the Harris Financial Corp Personal & Commercial Line of Business Chief Credit Officer/Chief Risk Officer from 2007 to 2010. From 2000 to 2006, she served in a variety of Executive Management positions within the Risk Management Group of BMO Harris Bank. During this time, she participated in audit committee meetings of the board and coordinated risk oversight committee meetings of the board. Through her experience, Ms. Salaway provides the Board with risk management and business experience.
Brian W. Wixted. Mr. Wixted is a Trustee Nominee of Lincoln Variable Insurance Products Trust. Since 2016, he has served as a consultant for CKC Consulting. Mr. Wixted served as the Senior Vice President and Finance and Fund Treasurer of the Oppenheimer Funds from 1999-2016. He served as the Principal and Chief Operating Officer of Bankers Trust Company’s Mutual Funds Group from 1995-1999 and the Vice President and Chief Financial Officer for CS First Boston Investment Management Corp from 1991-1995. Mr. Wixted served as Vice President and Accounting Manager with Merrill Lynch Asset Management from 1987-1991. From 1981-1987, he held several accounting positions with brokerage and accounting firms. Mr. Wixted holds a Certified Public Accountant designation and is a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Through his experience, Mr. Wixted provides mutual fund accounting and regulatory insights.
Nancy B. Wolcott. Ms. Wolcott has served as a Trustee of Lincoln Variable Insurance Products Trust since 2017. She was Executive Vice President and Head of GFI Client Service Delivery at BNY Mellon Asset Servicing from 2012 to 2014. Ms. Wolcott served as Executive Vice President and Head of U.S. Funds Services at BNY Mellon Asset Servicing from July 2010 to January 2012. She served as the President of BNY Mellon Distributors Holdings Inc. (formerly, PNC Global Investment Servicing Inc.) from December 2008 to July 2010 and served as its Chief Operating Officer from 2007 to 2008. Prior to that, Ms. Wolcott served as Executive Vice President of the predecessor firm, PFPC Worldwide Inc., from 2006 to 2007. She joined PNC in 1996 and served as its Executive Vice President with PNC Advisors
before coming to Global Investment Servicing in 2000. Prior to PNC, she served as the Head of Corporate and Institutional Trust at HarrisBank/Bank of Montreal. Through her experience, Ms. Wolcott provides banking and financial insight.
Each Trustee also has familiarity with LVIP, its investment adviser and distributor, and their operations, as well as the special regulatory requirements governing regulated investment companies and the special responsibilities of investment company trustees.
What are the responsibilities of the Board of Trustees?
The primary responsibility of the Board is to represent the interests of LVIP’s shareholders and to provide oversight of the management of the Funds. LVIP’s primaryday-to-day operations are managed by the investment adviser and other service providers who have been approved by the Board. The Board is currently comprised of eight Trustees, seven of whom are classified under the 1940 Act as“non-interested” persons of LVIP (Independent Trustees) and one of whom is classified as an interested person of the Trust (Interested Trustee). The Interested Trustee Nominee, Ms. Cooper, serves as the Chairperson of the Board.
As part of its general oversight of LVIP, the Board is involved in the risk oversight of LVIP. The Board/Investment Committee reviews the Funds’ investment performance with the adviser at each of its regularly scheduled quarterly meetings. In addition, the Board must approve any material changes to a Fund’s investment policies or restrictions. With respect to compliance matters, LVIP’s Chief Compliance Officer provides the annual compliance report required by Rule38a-1 under the 1940 Act, a quarterly report to the Audit Committee regarding the operation of LVIP’s compliance policies and procedures and any material compliance issues that arose during the quarter, and meets with the Audit Committee at its quarterly meetings.Liquidation.
The Board considered the number of Funds in LVIP, LVIP’s total assets, and the general naturerecommends that Contract Owners of the Funds’ investments and determined that its leadership structure is appropriate givenLiquidating Fund approve the characteristics of LVIP.Proposal.
Reasons for the Liquidation
The BoardAdviser’s recommendation to liquidate the Liquidating Fund stems primarily from the low asset levels of the Liquidating Fund, which has a Lead Independent Trusteeresulted in it failing to attain economies of scale that serveswould benefit shareholders. The Liquidating Fund’s assets were approximately $25,655,286 as of May 31, 2019. The Adviser considered several alternatives, including continuing the primary liaison between LVIP’s managementstatus quo, increasing distribution efforts, restructuring the Liquidating Fund and merging the Independent Trustees. Liquidating Fund into another fund. However, the Adviser does not expect the Liquidating Fund to achieve significant asset growth in the foreseeable future so as to be viable in the long term. Accordingly, the Adviser recommends liquidating the Liquidating Fund.
Approval of the Liquidation
The Lead Independent Trustee is selected by the Independent Trustees and serves until a successor is selected. Mr. Leonard currently serves as the Lead Independent Trustee.
Generally,Adviser advised the Board acts by majority votethat it would seek to liquidate the Liquidating Fund, subject to shareholder approval of alla Plan of Liquidation. A Plan of Liquidation then was presented to the Board and approved at a meeting on March 5, 2019. At that meeting, the Trustees, including a majority vote of the Independent Trustees, if requiredreviewed the Adviser’s recommendation for the Liquidation of the Liquidating Fund, including the information stated above in Reasons for the Liquidation, the principal terms and conditions of the Plan of Liquidation, and certain other materials provided by applicable law. The Board establishes the policies and reviews and approves contracts and their continuance. The Board regularly requests and/or receives reports fromAdviser regarding the investment adviser, LVIP’s other service providers and LVIP’s Chief Compliance Officer. The Board has established three standing committees and has delegated certain responsibilities to those committees. The Board and its committees meet periodically throughout the year
to oversee LVIP’s activities, review the Funds’ expenses, oversee compliance with regulatory requirements and review investment performance.Liquidation. The Independent Trustees are represented byhad the assistance of their independent legal counsel at Board meetings.
A description ofduring their review. In approving the composition and responsibilities ofliquidation, the Board committees follows:
Audit Committee.The Board has established an Audit Committee, which is responsible for overseeing the Funds’ financial reporting process on behalf of the Board and for reporting the result of their activities to the Board. The Audit Committee assists and acts as a liaisonconsidered several factors in connection with the Board in fulfilling the Board’s responsibility to shareholders of LVIP and others relating to oversight of Fund accounting, LVIP’s systems of control, LVIP’s programs for monitoring compliance with laws and regulations, and the quality and integrity of the financial statements, financial reports, and the audit of LVIP. In addition, the Audit Committee oversees LVIP’s accounting policies, financial reporting and internal control systems. The members of the Audit Committee are Independent Trustees: Thomas A. Leonard (Chair), Elizabeth S. Hager, and Nancy B. Wolcott. The Audit Committee met four times during the last fiscal year.
Investment Committee.The Board has established an Investment Committee, which is responsible for overseeing the performance of the Funds and other tasks as requested by the Board. The members of the Investment Committee include Independent Trustees: Pamela L. Salaway (Chair), Steve A. Cobb, Gary D. Lemon, and Charles I. Plosser. The Investment Committee met four times during the last fiscal year.
Nominating and Governance Committee.The Board has established a Nominating and Governance Committee. The Nominating and Governance Committee is responsible for, among other things, the identification, evaluation and nomination of potential independent trustee candidates to serve on the Board. The Board has adopted a charter for the Nominating and Governance Committee setting forth such Committee’s responsibilities. A copy of the charter is included as Exhibit B to this Proxy Statement. The members of the Nominating and Governance Committee are Independent Trustees: Steve A. Cobb (Chair), Elizabeth S. Hager, Gary D. Lemon, Thomas A. Leonard, Charles Plosser, Pamela L. Salaway, and Nancy Wolcott. The Nominating and Governance Committee met four times during the last fiscal year.
How are nominees for Trustees selected?
The Nominating and Governance Committee is responsible for identifying and nominating candidates for Board membership as Independent Trustees through personal and business contacts of the Trustees. In addition, the Committee may use a search firm to identify candidates for the Board, if deemed necessary and appropriate to use such a firm. The Committee’s process for evaluating Independent Trustee candidates generally includes a review of the candidate’s background and experience and other due diligence as the Committee deems appropriate.
The Nominating and Governance Committee independently evaluates independent trustee candidates for Board membership. The Nominating and Governance Committee has not established any specific requirements that a candidate must meet in order to recommend the candidate to the Board to serve as a Trustee. In considering candidates for Board membership, the Committee takes into account a wide variety of factors,proposed Liquidation, including but not limited to: (i) availabilityto the following: (a) the current and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board; (ii) relevant industry and related experience; (iii) educational background; (iv) financial expertise; (v) an assessmentexpected size of the candidate’s ability, judgmentLiquidating Fund; (b) the Adviser’s recommendation to liquidate the Liquidating Fund, including the alternatives to liquidation considered; (c) the terms and expertise; and (iv) the overall diversityconditions of the Board’s composition. Whileproposed Plan of Liquidation and (d) that the Nominating and Governance Committee considers overall diversityAdviser will pay the costs incurred as a factor in evaluating the compositionresult of the Board, the Committee does not have a formal policy in this regard.proposed Liquidation, which are estimated at approximately $15,000.
In nominating Ms. Lamb, Mr. Plosser, Mr. Wixted, and Ms. Wolcott, the four Trustee Nominees who qualify as Independent Trustees and who were not previously elected by shareholders, the Committee independently evaluated each such nominee considering the factors listed above in addition to the business background and attributes of each such nominee set forth in this Proxy Statement. The CommitteeTrust’s Board determined that the process it followed was appropriate as to each such nomineePlan of Liquidation would be in the best interests of the Liquidating Fund’s shareholders. The Trust is a Delaware statutory trust and its Declaration of Trust provides that each qualified as an Independent Trustee. Mr. Plosser and Ms. Wolcott are current Board members having been electeda fund may be terminated by the affirmative vote of a majority of the Board. However, the Staff of the Securities and Exchange Commission (the “SEC”) has taken the view that when a variable product fund is affiliated with the insurance company that sponsors the variable product, the Investment Company Act of 1940 prohibits the liquidation of the fund and the subsequent reinvestment of those assets in a money market fund unless the insurance company has received an SEC substitution order or shareholder approval. Thus, the Board effective January 1, 2018 and October 1, 2017, respectively, consideringapproved the same factors described above.Plan of Liquidation for the Liquidating Fund, subject to shareholder approval.
SUMMARY OF THE PLAN OF LIQUIDATION
The NominatingPlan of Liquidation provides for the liquidation of the Liquidating Fund on or about October 18, 2019 (the “Liquidation Date”). On or before the Liquidation Date, all portfolio securities of the Liquidating Fund will be converted to cash or cash equivalents, and Governance Committeethe Liquidating Fund will accept shareholder recommendations for nominationsatisfy Federal income and excise tax distribution requirements and pay, or make reasonable provision to pay, all known or reasonably ascertainable liabilities, claims and obligations, known to the Board. Shareholders who wish to submit recommendations for nominationsLiquidating Fund and all claims and obligations which are known to the Board must submit their recommendations in writingLiquidating Fund but for which the identity of the claimant is unknown. On the Liquidation Date, the Liquidating Fund’s remaining assets will be distributed ratably to LVIP’s Nominating and Governance Committee, c/o The insurance company separate accounts for the benefit of the Liquidating Fund’s beneficial owners.
Lincoln National Life Insurance Company, P.O. Box 2340, Fort Wayne, Indiana 46802. Shareholders should include appropriate information onhas informed the background and qualifications of any person recommended toTrust that, unless otherwise instructed, the Nominating and Governance Committee (e.g., a resume), as well as the candidate’s contact information and a written consent from the candidate to serve if nominated and elected.
Do the Nominees for Trustee have an ownership interestdistributed assets will be immediately reinvested in the Funds?
As of September 30, 2018,default money market investment option available within each Contract. The following table shows the dollar range of equity securities owned beneficially bydefault money market fund investment option (“Default Investment Option”) for each current Trustee and any new nominee for Trustee in the Funds and in any registered investment companies overseen by the Trustees within the same family of investment companies as the Funds is as follows:affected Contract:
Interested Trustee Nominee
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For beneficial owners of Liquidating Fund |
product, | ...proceeds will be swept into this fund and share class | ||
Standard | COLI |
LVIP Government Money Market Fund – Standard | ||
Lincoln Investor Advantage (RIA) | Goldman Sachs VIT Government Money Market Fund – Institutional | |||
Investment Solutions RIA | LVIP Government Money Market Fund – Standard | |||
Lincoln Investor Advantage RIA Class | LVIP Government Money Market Fund – Standard | |||
Service | Lincoln Investor Advantage (B Share, C Share, Fee Based) | Goldman Sachs VIT Government Money Market Fund – Service | ||
Lincoln Investor Advantage Advisory | LVIP Government Money Market Fund – Service | |||
Lincoln Investor Advantage 2018 (B Share & C Share) | Goldman Sachs VIT Government Money Market Fund – Service | |||
ChoicePlus – Access & Bonus (LL, LNY) | LVIP Government Money Market Fund – Standard | |||
ChoicePlus B Share (LL, LNY) | LVIP Government Money Market Fund – Standard | |||
ChoicePlus Assurance B Share, C Share, L Share, Bonus | LVIP Government Money Market Fund – Service | |||
ChoicePlus Design | LVIP
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LVIP
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ChoicePlus AssuranceA-Share (Post6-6-05) & (AShare-Fee Based 2010) |
LVIP | |||
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LVIP
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ChoicePlus Assurance Prime | LVIP Government Money Market Fund – Service | |||
Choice Plus (Advisory) | ||||
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How often doesShareholder approval of the Board meetPlan of Liquidation would obviate the need for an SEC substitution order to substitute a Contract Owner’s interest in the Liquidating Fund with an interest in the applicable Default Investment for any Contract Owners who did not move their money out of the Liquidating Fund prior to the Liquidation Date (as defined above).
The Plan of Liquidation is structured so as not to result in any dilution of the interests of any shareholders. Significant provisions of the Plan are summarized below; however, this summary is qualified in its entirety by reference to the Plan of Liquidation. Please refer to Appendix A to review the terms and how areconditions of the Independent Trustees compensated?Plan of Liquidation.
FrequencyThe Plan of Board Meetings.The following table sets forth information regarding the number of meetings heldLiquidation may be amended by the Board andas may be necessary or appropriate to effect the committeesliquidation of the Board for LVIP’s most recently completed fiscal year end, December 31, 2018. Each current Trustee who served onLiquidating Fund. In addition, the Board duringmay discontinue the entiretyPlan of LVIP’s last fiscal year attendedLiquidation at least 75%any time if it determines that measure would be advisable and in the best interests of the Board meetingsLiquidating Fund and its shareholders. The Plan of Liquidation shall be deemed discontinued in the event the Liquidating Fund’s shareholders do not approve the Plan.
Effect of the meetingsPlan of committees on whichLiquidation
The Plan of Liquidation is not expected to affect the Trustee served.
Board | Audit | Investment | Nominating | |||||
LVIP | 6 | 4 | 4 | 4 |
Board Compensation.The following table sets forth the compensation paidvalue of your interest in your Contract. Prior to the Independent Trustees by LVIPproposed Liquidation, Contract Owners will be provided an opportunity to transfer their assets to one of the other investment options available under their Contracts, and bywill continue to be able to redeem or exchange their shares. If the Fund Complex for the fiscal year ended December 31, 2018. The Interested TrusteePlan of Liquidation is approved and a Contract Owner does not compensated by LVIP for her serviceselect a new investment option prior to the Board. The Trustees receive no pension or retirement benefits accrued as part of LVIP Fund expenses.
Name of Person, Position | Aggregate Compensation | Total Compensation | ||
Steve A. Cobb,Trustee | $268,000 | $268,000 | ||
Elizabeth S. Hager,Trustee | 268,000 | 268,000 | ||
Barbara L. Lamb*,Trustee Nominee | N/A | N/A | ||
Gary D. Lemon,Trustee | 290,000 | 290,000 | ||
Thomas A. Leonard,Trustee | 332,000 | 332,000 | ||
Charles I. Plosser,Trustee | 265,000 | 265,000 | ||
Pamela L. Salaway,Trustee | 273,500 | 273,500 | ||
Brian W. Wixted*, Trustee Nominee | N/A | N/A | ||
Nancy B. Wolcott, Trustee | 265,000 | 265,000 |
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Who areLiquidation Date, the officers of LVIP?
The Board appoints officers each year, and from time to time as necessary. The following individuals are executive officers of LVIP: Jayson R. Bronchetti, Jeffrey D. Coutts, Ronald A. Holinsky, William P. Flory, Jr., Matthew S. MacMillen, Jennifer M. Matthews, Benjamin A. Richer, Harold Singleton III, John A. Weston, and Yajun (Alex) Zeng. Exhibit C includes biographic information and past business experience of each officer.
What isContract Owner will beneficially own, immediately after the Board recommending?
The Board is recommending that you provide voting instructions to voteFOR all nominees for Trustee.
What is the required vote to approve the Proposal?
Approval of the nominees requires the affirmative vote ofLiquidation, a plurality of the shares of LVIP represented at the Meeting, which means that the ten nominees who receive the largest number of properly cast votes will be elected as Trustees.
SHAREHOLDER AND VOTING INFORMATION
The number of shares of the Fundsapplicable Default Investment Option having the same value as the value of the shares of the Liquidating Fund beneficially owned by that Contract Owner immediately prior to the Liquidation. After the Liquidation, such Contract Owners will indirectly bear the fees and expenses of the applicable Default Investment Option, but the Liquidation will not result in any change to a Contract Owner’s Contract fees or charges.
Purchase and redemption requests for the Liquidating Fund received after the Liquidation will be treated as requests for the purchase or redemption of the shares of the applicable Default Investment Option. Following the Liquidation, the Liquidating Fund will hold no assets and be dissolved.
Expenses of the Liquidation
The Adviser will bear the expenses of the Liquidation, including preparation of this Proxy Statement, printing and distributing the proxy materials, the costs of soliciting and tallying voting instructions, the cost of preparing and filing a final tax return and other regulatory filings, legal fees, accounting fees, custody and transfer agency fees, brokerage fees and expenses of holding shareholders’ meetings. The Adviser estimates the expenses of the Liquidation will total approximately $15,000.
Tax Considerations: The Liquidation will be aNon-taxable Event for Contract Owners
The Liquidation will not cause affected Contract Owners to recognize any gain or loss for Federal income tax purposes.
INFORMATION ABOUT THE GOLDMAN SACHS VIT GOVERNMENT MONEY MARKET FUND
The Goldman Sachs VIT Government Money Market Fund summary prospectus dated April 30, 2019 is being provided to you along with this Proxy Statement.
Goldman Sachs VIT Government Money Market Fund as the Default Investment Option
Proceeds of the Liquidation will be reinvested in the Goldman Sachs VIT Government Money Market Fund for owners of the following products if the Contract Owner has not elected to transfer from the Liquidating Fund to a new investment option prior to the Liquidation Date:
· | Lincoln Investor Advantage (RIA); |
· | Lincoln Investor Advantage (B Share, C Share, Fee Based); and |
· | Lincoln Investor Advantage 2018 (B Share and C Share). |
The Goldman Sachs VIT Government Money Market Fund will be used because it is the only money market investment option available within the Lincoln Investor Advantage (RIA) product.
INFORMATION ABOUT THE LVIP GOVERNMENT MONEY MARKET FUND
The LVIP Government Money Market Fund summary prospectus dated May 1, 2019 is being provided to you along with this Proxy Statement.
LVIP Government Money Market Fund as the Default Investment Option
Proceeds of the Liquidation will be reinvested in the LVIP Government Money Market Fund for owners of the following products who have not elected to transfer from the Liquidating Fund to a new investment option prior to the Liquidation Date:
· | COLI; |
· | Investment Solutions RIA; |
· | Lincoln Investor Advantage RIA Class; |
· | Lincoln Investor Advantage Advisory; |
· | ChoicePlus – Access & Bonus (LL, LNY); |
· | ChoicePlus Assurance B Share, C Share, L Share, Bonus; |
· | ChoicePlus Design; |
· | ChoicePlus II (pre6-6-05); |
· | ChoicePlus AssuranceA-Share (Post6-6-05) & (AShare-Fee Based 2010); |
· | ChoicePlus (Assurance Series (LPL), Signature, Rollover); |
· | ChoicePlus Assurance Prime; and |
· | ChoicePlus (Advisory). |
The LVIP Government Money Market Fund will be used because it is the only money market investment option available within these products. Lincoln may be subject to potential conflicts of interest relating to investments in the LVIP Government Money Market Fund (see Potential Benefits to the Adviser and its Affiliates section below for further information).
Potential Benefits to the Adviser and its Affiliates
The Adviser or its affiliates may realize benefits as a result of the investment in the LVIP Government Money Market Fund and therefore may be faced with potential conflicts of interest relating to Lincoln’s selection of the default investment option. In that regard, it should be noted that, with respect to the Service Class shares only, an affiliate of Lincoln will be paid by the distributor of the LVIP Government Money Market Fund a fee at an annual rate of up to 0.25% of the average daily net assets of Contracts invested in the Fund for providing various services to shareholders pursuant to the Liquidating Fund’s Distribution and Service Plan. Currently, the Service Class shares of the Liquidating Fund pay up to 0.25% of its average daily net assets to broker-dealers that provide various services to shareholders. Additionally, the Adviser serves as the investment adviser to the LVIP Government Money Market Fund and will be paid a management fee at an annual rate of up to 0.38% of the average daily net assets of Contracts invested in the Liquidating Fund.
ADDITIONAL INFORMATION ABOUT THE LIQUIDATION
Purchases and Transfers into the Liquidating Fund
If the Plan of Liquidation is approved, purchases and transfers into the Liquidating Fund may not be accepted after the close of business on October 17, 2019.
Future Allocation of Premiums will be treated as orders for the applicable Default Investment Option
Once the Liquidation is approved and completed, any order associated with new premiums or transfer (purchases and redemptions) for the Liquidating Fund will be deemed as a request for the purchase or redemption of shares of the applicable Default Investment Option.
Transfers out of the Liquidating Fund
Shareholders may transfer out of the Liquidating Fund into any other investment option available under their Contract at any time up to the close of business on October 17, 2019. Any shares of the Liquidating Fund held at the close of business on October 18, 2019 will be liquidated and automatically reinvested in shares of the applicable Default Investment Option. Transfers out of the Liquidating Fund within 30 days prior to the Liquidation and transfers out of the applicable Default Investment Option within 30 days after the Liquidation will not count as transfers for purposes of transfer limitations under the Contracts. Supplements to the prospectuses will be issued for the affected Contracts advising Contract Owners of their rights to transfer under their respective Contracts.
Failure to Approve the Plan of Liquidation
If shareholders/Contract Owners of the Liquidating Fund do not approve the Plan of Liquidation, the Plan of Liquidation will not be implemented. The Board then would meet to consider what, if any, steps to take with respect to the Liquidating Fund.
GENERAL INFORMATION ABOUT THIS PROXY
Share Ownership
At the close of business on June 14, 2019 (the “Record Date”), there were XXX outstanding Standard Class shares of the Liquidating Fund and XXX outstanding Service Class shares of the Liquidating Fund. Both Standard Class and Service Class shares of the Liquidating Fund are offered as investments within Lincoln Contracts. Lincoln Life and Lincoln New York are the record owners of the shares of the Liquidating Fund underlying the Contracts, but are soliciting voting instructions from Contract Owners having contract value invested in the Liquidating Fund (a beneficial interest) through their respective separate accounts.
Because the Liquidating Fund is available as an investment for variable annuity contracts and variable life insurance policies offered by certain life insurance companies, the insurance companies could be deemed to control the voting securities of the Liquidating Fund (i.e., by owning more than 25%). As of the Record Date, is listed in the table in Exhibit D. Contract Owners that had an Account allocated to a Fund as of the Record Date are entitled to instruct Lincoln Life and Lincoln New York or an unaffiliated insurance company, as appropriate, onowned XXX and XXX shares of the manner inLiquidating Fund, respectively, which to vote LVIPrepresents 0.XX% and 0.XX% of the Liquidating Fund’s outstanding shares, attributable to their variable annuity contract or variable life insurance policy at the Meeting. Record Date shareholders will be entitled to one vote for each full share and a fractional vote for each fractional share that they hold.
respectively. To the knowledge of LVIP,the Trust, as of the Record Date, no person, except as set forth incurrent Trustee or executive officer of the table at Exhibit E,Trust owned any separate account units attributable to 1% or more of recordthe assets of any class of the Liquidating Fund.
As of June 14, 2019, there were no shareholders that held 5% or more of the outstanding shares of any share class of any Fund. On the Record Date, no nominee or Trustee or executive officer of LVIP owned any separate account units attributable to more than one percent ofLiquidating Fund, except for the assets of any class of any Fund.insurance company shareholders.
Voting InformationSolicitation of Proxies
In addition to the solicitation of voting instruction forms and proxy cards by mail, officers and employees of LVIP,the Trust, without additional compensation, may solicit voting and proxy instructions in person, by telephone, and electronically, including through the Internet. LVIP willThe Trust also may engage a third-party vendor to solicit proxies from Contract Owners or shareholders. The agreement between ComputershareGeorgeson Inc., a Delaware corporation (operating through its Computershare Fund Services division) (“CFS”) and Lincoln Life states that CFS will provide proxy solicitation and tabulation services for an approximatea fee, includingout-of-pocket expenses, of $700,000.
approximately $7,000. All mailing, printing, legal, proxy solicitation and tabulation expenses associatedincurred in connection with the expensepreparation of this Proxy Statement and the proposal to elect Trusteessolicitation of instructions will be bornepaid by LVIP.the Adviser.
Voting Information
This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board. At the Meeting, Lincoln Life and Lincoln New York and any other unaffiliated insurance company will vote eachthe Liquidating Fund’s shares held in the Accounts, in accordance
with the instructions received from Contract Owners whose purchase payments were invested, as of the Record Date, in the FundsLiquidating Fund by the Accounts. For all Accounts that support variable annuity contracts, the number of votes which a Contract Owner may cast when instructing an Insurance Companyinsurance company how to vote is determined by applying the Contract Owner’s percentage interest in athe Liquidating Fund to the total number of votes attributable to thatthe Liquidating Fund. In determiningHolders of shares of the numberLiquidating Fund as of votes, fractional shares will be recognized. The number of votes which a Contract Owner of a variable life insurance policy may cast when instructing Lincoln Life, Lincoln New York or an unaffiliated insurance howthe Record Date are entitled to vote is determined as one vote for each $100share held, and a proportionate fraction of cash value. To the extent that any Fund shares are owned directly by a Fund that operates asvote for each fraction of a “fund of funds,” such fund of funds will “echo” vote those shares directly in the same proportion as all other votes received from the other holders of the underlying Funds’ shares.share held.
Lincoln Life and Lincoln New York and any other unaffiliated insurance companies will vote (i) shares owned by Lincoln Life and Lincoln New York or any other affiliated company;York; and (ii) eachthe Liquidating Fund’s shares held by the Accounts for which no timely instructions are received, in proportion to the voting instructions which are received with respect to suchthe Liquidating Fund even if only a small number of Contract Owners provide voting instructions. Therefore, the vote of a small number of shareholders can affect the overall outcome since those fewer votes have a proportional impact. Lincoln Life and Lincoln New York will vote shares of the Liquidating Fund held by each of their separate accounts in accordance with the proxy voting instructions received from its Contract Owners.If voting instructions are properly executed and received in a timely manner but they contain no voting directions, the votes represented by those instructions will be cast FOR the proposal consideredProposal and Lincoln Life and Lincoln New York may vote in accordance with their judgment with respect to other matters not now known to the Board that may be presented at the Meeting.
All properly executed proxy cardsContract Owners may vote by mail, telephone, Internet or in person. Voting instructions must be received in time forby 4:00 p.m. Eastern Time on September 16, 2019. If you vote by mail, the Meeting will be voted as specified in thevoting instruction proxy card or, if no specification is made, FOR each proposal referred to in this Proxy Statement.must be received at the address shown on the enclosed postage paid envelope. Contract Owners may also vote by attending the Meeting.
Revocation of Voting Instructions and Proxies
Any Contract Owner who provides voting instructions has the power to revoke the instructions by (1) delivering to the Secretary of LVIPthe Trust (at the address of LVIPthe Trust provided on the cover page of this proxy statement) written notice of revocation, or (2) submitting superseding voting instructions, in each case at any time prior to the date of the Meeting. Contract Owners may also revoke prior voting instructions by voting in person at the Meeting.
If you are a direct owner of Fund shares, you may revoke your proxy at any time before it is voted by sending a written notice to the Secretary of LVIP (at the address of LVIP provided on the cover page of this Proxy Statement) expressly revoking your proxy, by signing and forwarding to the Fund a later-dated proxy, or by attending the Meeting and voting in person.
Quorum
A quorum of shareholders is necessary to hold a valid meeting and to consider the proposalProposal in this Proxy Statement. For the Proposal, the holdersHolders of 331⁄3% of the outstanding shares of LVIP, as appropriatethe Liquidating Fund on the Record Date, present in person or by proxy at the Meeting, shall constitute a quorum. In the absence of a quorum, a majority of outstanding shares entitled to vote, present in person or by proxy, may adjourn the meeting from time to time until a quorum is present. Shares that are subject to “echo” votingheld by shareholders present in person or represented by proxy at the meeting (including Lincoln Life and Lincoln New York) will be counted both for the purpose of determining the presence of a quorum and for calculating the votes cast on any proposal before the meeting. Since Lincoln Life and Lincoln New York and any other unaffiliated insurance company will be counted for purposesare the owners of determining quorum.
Votes Necessary to Approve Proposal
Approvalrecord of all of the Proposal (election of Trustees) requires the affirmative vote of a pluralityoutstanding shares of the shares of LVIP representedLiquidating Fund, a quorum is expected to be present at the Meeting, which means that the ten nominees who receive the largest number of properly cast votes will be elected as Trustees.Meeting.
EffectEffects of Abstentions and BrokerNon-Votes
Abstentions with respect to any proposal will countbe counted as present for purposes of establishing a quorum, but will not count as votes cast. Accordingly, abstentions will have the same effect as an instruction to vote “AGAINST” the Proposal. Each of Lincoln Life and Lincoln New York will vote shares of the Liquidating Fund held in each of its separate accounts for which it has not received timely instructions (or for which a voting instruction proxy card is not properly executed) in the same proportion as it votes shares held by that separate account for which it has received instructions. If no effect oninstructions are received for a separate account, Lincoln Life and/or Lincoln New York will vote any shares held by such separate account in the Proposal orsame proportion as votes cast by all of its other separate accounts in the aggregate. Shareholders and Contract Owners permitted to give instructions, and the number of shares for which such instruction may be given for purposes of voting at the meeting and any proposal to adjournadjournments thereof, will be determined as of the Meeting.Record Date. As a result of this proportional voting, a small number of Contract Owners may determine the outcome of a vote.
A brokernon-vote occurs in connection with a shareholder meeting when the shareholders are asked to consider both “routine” and“non-routine” proposals. In such a case, if a broker-dealer votes on the “routine” proposal, but does not vote on the“non-routine” proposal because (a) the shares entitled to cast the vote are held by the broker-dealer in “street name” for the beneficial owner, (b) the broker-dealer lacks discretionary authority to vote the shares; and (c) the broker-dealer has not received voting instructions from the beneficial owner, a brokernon-vote is said to occur with respect to the“non-routine” proposal. Because broker-dealers generally will not have discretionary authority to vote the shares held by the beneficial owners on the proposalsProposal and the proposals areProposal is the only itemsitem being submitted to shareholders for approval at the Meeting, LVIPthe Trust does not expect there to be any brokernon-votes on the proposal.Proposal.
In the event that sufficient votes to approve a proposal are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any such adjournment will require an affirmative vote by the holders of a majority of the shares present in person or by proxy and entitled to vote at the Meeting. In determining whether to adjourn the Meeting with respect to a proposal, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the
reasons for the solicitation. Generally, votes cast in favor of a proposal will be voted in favor of adjournment while votes cast against a proposal will be voted against adjournment. The persons named as proxies will vote upon such adjournment after consideration of the best interests of all shareholders. As stated above, abstentions will have no effect on any proposal to adjourn the Meeting. A shareholder vote may be taken with respect to LVIP or one or more of the Funds on any (but not all) of the proposalsLiquidating Fund prior to any adjournment as to which sufficient votes have been received for approval.
Other BusinessMatters to Come Before the Meeting
To the knowledge of the Board, there is no other business to be brought before the Meeting. However, if other matters do properly come before the Meeting, Lincoln Life and Lincoln New York and any other unaffiliated companies intend to vote eachthe Liquidating Fund’s shares in accordance with the judgment of the Board on such matters. The persons named as proxies on the enclosed proxy card will vote their proxies in their discretion on any other items (other than the proposal)Proposal) that properly come before the Meeting.
Contract Owner and Shareholder Proposals
Under authority granted to the Trustees by the Bylaws of LVIP,TrustBy-laws, and pursuant to applicable law, special meetings are called as required. Contract Owners or shareholders desiring to hold their own proxy solicitations in order to submit proposals in years in which the annual meeting is not held may require that a special meeting be called if they can obtain the written request of Contract Owners indirectly or shareholders directly, representing certain stipulated percentages of the outstanding voting securities of the affectedLiquidating Fund. The submission of a proposal does not guarantee its inclusion in the proxy statement and is subject to limitations under the federalFederal securities laws. LVIPThe Trust is not required to hold regular meetings of shareholders, and in order to minimize its costs, does not intend to hold meetings of shareholders unless so required by applicable law, regulation, regulatory policy, or unless otherwise deemed advisable by the Board or LVIP’sthe Trust’s management. Therefore, it is not practicable to specify a date by which proposals must be received in order to be incorporated in an upcoming proxy statement for a meeting of shareholders. A Contract Owner or shareholder wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholder meeting should send his or her written proposals to the Secretary of LVIPthe Trust located at 1300 South Clinton Street, Fort Wayne, Indiana 46802. Proposals must be received a reasonable time before athe Liquidating Fund begins to print and mail the proxy materials for the Meeting.meeting. More detailed information on these procedures for Contract Owners or shareholders may be obtained from Lincoln Life, Lincoln New York or the Secretary of LVIP.
ShareholdersShareholders/Contract Owners who wish to communicate to the full Board or to any individual Trustee may address correspondence to LVIP Board of Trustees, c/o The Lincoln National Life Insurance Company at P. O.P.O. Box 2340, Fort Wayne, Indiana 46802. Without opening any such correspondence, LVIPthe Trust’s management promptly will promptly forward all such correspondence to the intended recipient(s).
Independent Registered Public Accounting FirmInvestment Adviser
AtThe Adviser is located at 150 North Radnor-Chester Road, Radnor, Pennsylvania 19087. The Adviser is a meeting held on March 6, 2018,registered investment adviser and wholly-owned subsidiary of Lincoln Life. Lincoln Life is an insurance company organized under Indiana law and is a wholly-owned subsidiary of Lincoln National Corporation (“LNC”). LNC is a publicly-held insurance holding company organized under Indiana law. Through its subsidiaries, LNC provides nationwide insurance and financial services. As of May 31, 2019, the Audit Committee of LVIP recommended the appointment,Adviser had more than $160.3 billion in assets under management.
Principal Underwriter and the Board, including allDistributor
Lincoln Financial Distributors, Inc. (“LFD”), is located at 130 North Radnor-Chester Road, Radnor, Pennsylvania 19087 and is an affiliate of the Independent Trustees, selected Ernst & Young LLP (“E&Y”)Adviser.
Administrator
Lincoln Life is located at 1300 South Clinton St., One Commerce Square, Suite 700, 2005 Market Street, Philadelphia, PA 19103, to serve asFort Wayne, Indiana 46802 and is an affiliate of the independent registered public accounting firm of LVIPAdviser. Lincoln Life provides various administrative services necessary for the fiscal year ending December 31, 2018. In addition to the audits of LVIP’s financial statements, other services provided by E&Y include: review of certain regulatory reports; review the Funds’ federal income tax returns, and performs other tax and advisory services when engaged to do so by the Trust.; and meetings with the Audit Committee.
The Audit Committee mustpre-approve all audit, audit related andnon-audit services provided by E&Y prior to the commencement of any such engagement. The annual audit services engagement terms and fees are subject to the specificpre-approvaloperation of the Audit Committee. In addition to the annual audit services engagement approved by the Audit Committee, the Audit Committee may grantpre-approval to other audit services, which are those services that only the independent auditor reasonably can provide. Furthermore,pre-approval fee levels or budgeted amounts for all services to be provided by E&Y are approved annually by the Audit Committee. Any proposed services exceedingpre-approved levels or amounts require specificpre-approval by the Audit Committee. The Audit Committee monitors the audit services engagements, as necessary, and will alsopre-approve any necessary changes in terms, conditions, and fees resulting from changes in audit scope, fee structure, or other items. The Chief Accounting Officer provides information on the annual audit services engagement terms and fees to the Audit Committee at the first regular meeting of the Audit Committee each year.Trust.
Representatives of E&Y are not expected to be present at the Meeting but will have the opportunity to make a statement if they wish and will be available should any matter arise requiring E&Y’s presence, such as to respond to appropriate questions.
The following table includes the respective fees incurred by LVIP for the fiscal years ended December 31, 2017 and December 31, 2016 in connection with the services provided by E&Y with respect to the operations and financial reporting of LVIP. The total estimated fees for services rendered by E&Y to LVIP are $3,128,574
for the fiscal year ended December 31, 2018. None of the fees billed are applicable tonon-audit services rendered by E&Y pursuant to a waiver ofpre-approval by the LVIP Audit Committee. Actual fees incurred by LVIP for services provided by E&Y will not be finalized until first quarter of 2019.
Fees Billed for Services Rendered to LVIP for the Fiscal Year Ended December 31, 2017 | Percentage of Fees Billed Applicable toNon-Audit Services Provided for Fiscal Year Ended December 31, 2017, Pursuant to Waiver ofPre-Approval Request | Fees Billed for Services Rendered to LVIP for the Fiscal Year Ended December 31, 2016 | Percentage of Fees Billed Applicable toNon-Audit Services Provided for Fiscal Year Ended December 31, 2016, Pursuant to Waiver ofPre-Approval Request | |||||||||
Audit Fees1 | $2,283,429 | N/A | $2,087,339 | N/A | ||||||||
Audit-Related Fees2 | $94,000 | N/A | $92,610 | N/A | ||||||||
Tax Fees3 | $337,120 | N/A | $302,200 | N/A | ||||||||
All Other Fees | $64,950 | N/A | $18,320 | N/A | ||||||||
AggregateNon- Audit Fees4 | $236,878 | N/A | $0 | N/A | ||||||||
Totals | $3,016,377 | N/A | $2,500,469 | N/A |
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Only one copy of this Proxy Statement is mailed to households, even if more than one person in a household is a Fund shareholder of record, unless athe Liquidating Fund has received instructions to the contrary. If you need additional copies of this Proxy Statement, or if you do not want the mailing of a Proxy Statement to be combined with those for other members of your household in the future, or if you are receiving multiple copies and would rather receive just one copy for the household, please contact LVIPthe Trust by calling1-800-454-6265 or if using regular mail, by writing to LVIPthe Trust at P.O. Box 2340, Fort Wayne, Indiana 46801 or if using express mail, by writing to LVIPthe Trust at 1300 S. Clinton St., Fort Wayne, Indiana 46802. LVIPThe Trust will promptly deliver, upon request, a separate copy of this Proxy Statement to any shareholder residing at an address to which only one copy was mailed.
Annual and Semi-Annual Reports
Shareholders can obtain a copy of the most recent Annual Report and theany Semi-Annual Report of eachthe Liquidating Fund of LVIP without charge, by calling LVIPthe Trust at1-800-454-6265 or by calling or if using regular mail, by writing to LVIPthe Trust at P.O. Box 2340, Fort Wayne, Indiana 46801 or if using express mail, by writing to LVIPthe Trust at 1300 S. Clinton St., Fort Wayne, Indiana 46802. You can also access the most recent Annual ReportReports and Semi-Annual Report for each FundReports at www.lfg.com/lvip.
PLEASE:
Ø | PROMPTLY EXECUTE AND RETURN THE ENCLOSED VOTING INSTRUCTION PROXY CARD. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. |
OR
Ø | VOTE TELEPHONICALLY BY CALLING(866) 298-8476. |
OR
Ø | VOTE ON THE INTERNET BY LOGGING ONTO WWW.PROXY-DIRECT.COM AND FOLLOWING THE ONLINE INSTRUCTIONS. |
VOTING INSTRUCTIONS MUST BE RECEIVED BY 4:00 P.M. EASTERN TIME ON SEPTEMBER 16, 2018. VOTES CAST BY MAIL NEED TO BE RECEIVED AT THE ADDRESS SHOWN ON THE ENCLOSED POSTAGE PAID ENVELOPE.
OR
Ø | VOTE IN PERSON AT THE SHAREHOLDER MEETING ON SEPTEMBER 18, 2019 AT 11:00 A.M. EASTERN TIME AT THE OFFICES OF THE TRUST LOCATED AT 1300 SOUTH CLINTON STREET, FORT WAYNE, INDIANA 46802. |
LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
LIST OF FUNDS
Lincoln iShares® Fixed Income Allocation Fund
Lincoln iShares® Global Growth Allocation Fund
Lincoln iShares® U.S Moderate Allocation Fund
LVIP American Balanced Allocation FundGOLDMAN SACHS INCOME BUILDER FUND
LVIP American Century Select Mid Cap Managed Volatility FundPLAN OF LIQUIDATION
LVIP American Global Balanced Allocation Managed Risk Fund
LVIP American Global Growth Allocation Managed Risk Fund
LVIP American Global Growth Fund
LVIP American Global Small Capitalization Fund
LVIP American Growth Allocation Fund
LVIP American Growth Fund
LVIP American Growth-Income Fund
LVIP American Income Allocation Fund
LVIP American International Fund
LVIP American Preservation Fund
LVIP Baron Growth Opportunities Fund
LVIP Blackrock Dividend Value Managed Volatility Fund
LVIP BlackRock Global Allocation V.I. Managed Risk Fund
LVIP BlackRock Global Growth ETF Allocation Managed Risk Fund
LVIP BlackRock Inflation Protected Bond Fund
LVIP BlackRock Scientific Allocation Fund
LVIP BlackRock U.S. Growth ETF Allocation Managed Risk Fund
LVIP Blended Core Equity Managed Volatility Fund
LVIP Blended Large Cap Growth Managed Volatility Fund
LVIP Blended Mid Cap Managed Volatility Fund
LVIP Clarion Global Real Estate Fund
LVIP ClearBridge Large Cap Managed Volatility Fund
LVIP Delaware Bond Fund
LVIP Delaware Diversified Floating Rate Fund
LVIP Delaware Social Awareness Fund
LVIP Delaware Special Opportunities Fund
LVIP Delaware Wealth Builder 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 Fidelity Institutional AMSM Select Core Equity Managed Volatility Fund
LVIP Franklin Templeton Global Equity Managed Volatility Fund
LVIP Franklin Templeton Multi-Asset Opportunities Fund
LVIP Franklin Templeton Value Managed Volatility Fund
LVIP Global Conservative Allocation Managed Risk Fund
LVIP Global Aggressive Growth Allocation Managed Risk Fund
LVIP Global Growth Allocation Managed Risk Fund
LVIP Global Income Fund
LVIP Global Moderate Allocation Managed Risk Fund
The following Plan of Liquidation (“Plan”) of the LVIP Goldman Sachs Income Builder Fund
LVIP Government Money Market Fund
LVIP Invesco Diversified Equity-Income Managed Volatility Fund
LVIP Invesco Select Equity Managed Volatility Fund
LVIP JPMorgan High Yield Fund
LVIP JPMorgan Retirement Income Fund
LVIP JPMorgan Select Mid Cap Value Managed Volatility Fund
LVIP Loomis Sayles Global Growth Fund
LVIP MFS International Equity 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 Index Allocation Fund
LVIP SSGA Conservative Structured Allocation Fund
LVIP SSGA Developed International 150 Fund
LVIP SSGA Emerging Markets 100 Fund
LVIP SSGA Emerging Markets Equity Index Fund
LVIP SSGA Global Tactical Allocation Managed Volatility Fund
LVIP SSGA International Index Fund
LVIP SSGA International Managed Volatility Fund
LVIP SSGA Large Cap 100 Fund
LVIP SSGA Large Cap Managed Volatility Fund
LVIP SSGAMid-Cap Index Fund
LVIP SSGA Moderate Index Allocation Fund
LVIP SSGA Moderate Structured Allocation Fund
LVIP SSGA Moderately Aggressive Index Allocation Fund
LVIP SSGA Moderately Aggressive Structured Allocation Fund
LVIP SSGA S&P 500 Index Fund
LVIP SSGA Short-Term Bond Index Fund
LVIP SSGASmall-Cap Index Fund
LVIP SSGASmall-Mid Cap 200 Fund
LVIP SSGA SMID Cap Managed Volatility Fund
LVIP T. Rowe Price 2010 Fund
LVIP T. Rowe Price 2020 Fund
LVIP T. Rowe Price 2030 Fund
LVIP T. Rowe Price 2040 Fund
LVIP T. Rowe Price 2050 Fund
LVIP T. Rowe Price Growth Stock Fund
LVIP T. Rowe Price StructuredMid-Cap Growth Fund
LVIP U.S. Aggressive Growth Allocation Managed Risk Fund
LVIP U.S. Growth Allocation Managed Risk Fund
LVIP Vanguard Domestic Equity ETF Fund
LVIP Vanguard International Equity ETF Fund
LVIP Wellington Capital Growth Fund
LVIP WellingtonMid-Cap Value Fund
LVIP Western Asset Core Bond Fund
LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
Nominating and Governance Committees Charter
Membership
The Nominating and Governance Committee (the “Fund”), a series of the Lincoln Variable Insurance Products Trust (such(the “Trust”), organized and existing under the laws of the State of Delaware and anopen-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), is intended to accomplish the complete liquidation (“Liquidation”) of the Fund. The Liquidation is intended to comply with the laws of the State of Delaware, the 1940 Act, the Internal Revenue Code of 1986 (“Code”), and the Trust’s Declaration of Trust the “Trust” and such Committee, the “Committee”) shall be composed entirely of independent trustees.By-Laws.
Nominating FunctionsWHEREAS, the Trust’s Board of Trustees (“Board”) has determined that the continuation of the Fund would not be in the best interests of the Fund or its shareholders after considering several factors, including but not limited to:
· | The |
· | The recommendation of Lincoln Investment Advisors Corporation, the Fund’s investment adviser (the “Adviser”), to liquidate the Fund; |
· | The terms and |
· | That the Adviser, and not the Fund, will pay the costs specifically incurred as a result of the proposed Liquidation; |
WHEREAS, the Board has determined that it is advisable and in the best interests of the Fund and its shareholders to (1) liquidate the Fund, in order to preserve as much of the Fund’s assets as possible for distribution to the Fund’s then-current shareholders, and (2) adopt this Plan as the method of liquidating the Fund; and
WHEREAS, on March 5, 2019, the Board unanimously approved this Plan as being in the best interests of the Fund and its shareholders and adopted this Plan as the method of liquidating the Fund.
NOW, THEREFORE, the liquidation of the Fund shall be carried out in the manner hereinafter set forth:
1. | Effective Date of Plan.The |
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8. | Liquidating Distribution. On the Liquidation Date, the Fund shall distribute to the insurance company separate accounts for |
a. | except for cash, bank deposits or cash equivalents in an estimated amount necessary to (i) discharge any unpaid liabilities and obligations of the Fund on the Fund’s books on the Liquidation Date, including, but not limited to, income dividends and capital gains distributions, if any, payable through the Liquidation Date, and (ii) pay such contingent liabilities as the Board |
b. | provided further, notwithstanding anything herein to the contrary, all interests, rights and titles to any claims, whether absolute or contingent, known or unknown, accrued or unaccrued and including, without limitation any interest in pending or future legal claims in connection with past or present portfolio holdings, whether in the form of class action claims,opt-out or other direct litigation claims, or regulator or government-established investor recovery claims of the Fund shall be disclaimed, and any |
Adopted
9. | Liquidation. The Fund shall be liquidated on the Liquidation Date in accordance with Section 331 of the Code. |
10. | Management and Expenses of the Fund. The Adviser shall bear all the expenses, other than extraordinary expenses, that would otherwise be attributed to the Fund and which are incurred in connection with the carrying out of the Plan, including, but not limited to, printing, legal, accounting, custodian and transfer agency fees, and the expenses of any notices or reports to, or meetings of, shareholders, whether or not the liquidation contemplated by this Plan is effected, to the extent such expenses exceed the amount of the Fund’s normal and customary fees and expenses accrued by the Fund through the Liquidation Date, provided that such accrued amounts are first applied to pay for the Fund’s normal and customary fees and expenses. |
11. | Receipt of Cash or Other Distributions After the Liquidation Date. Following the Liquidation Date, if the Fund receives any form of cash or is or becomes entitled to any other distributions that it had not recorded on its books on or before the Liquidation Date, any such cash or distribution will be allocated to the Trust in such manner as the CEO, President or any Vice President of the Trust determines is reasonable (and, as a point of clarification, such proceeds may not be distributed to the separate accounts or Contract Owners and may be used to pay general expenses of the Trust). |
12. | Lost Shareholders. If the Trust is unable to pay redemption proceeds to shareholders of the Fund because of the inability to locate shareholders to whom redemption proceeds are payable, the Trust may take such steps as an authorized officer of the Trust deems appropriate, which may include creating, in the name and on behalf of the Fund, a trust or account with a financial institution and, subject to applicable abandoned property laws, deposit any remaining assets of the Fund in such trust for the benefit of the shareholders that cannot be located. The expense of such trust shall be charged against the assets therein. |
13. | Power of the Board and Trust Officers. The Board of Trustees and the officers of the Trust shall have the authority to do or authorize any acts as provided for in the Plan and as they may consider necessary or desirable to carry out the purposes of the Plan, including the execution and filing of certificates, documents, information returns, tax returns and other papers that may be necessary or appropriate to implement the Plan or that may be required by the provisions of the 1940 Act or other applicable laws. The death, resignation or disability of any Trustee or any officer of the Trust shall not impair the authority of the surviving or remaining Trustees or officers to exercise any of the powers provided for in the Plan. |
14. | Amendment or Abandonment of Plan and Shareholder Approval of Plan. The Board shall have the authority to authorize or ratify such variations from or amendments of the provisions of the Plan as may be necessary or appropriate to effect the liquidation of the Fund, and the distribution of its net assets to shareholders in accordance with the laws of the State of Delaware, the 1940 Act, the Code, and the Trust’s Declaration of Trust andBy-Laws, if the Board determines that such action would be advisable and in the best interests of the Fund and its shareholders. If any amendment or modification appears necessary and in the judgment of the Board will materially and adversely affect the interests of the Fund shareholders, Fund shareholders will be given prompt and timely notice of such an amendment or modification. In addition, the Board may abandon this Plan at any time if it determines that abandonment would be advisable and in the best interests of the Fund and its shareholders. This Plan shall be deemed abandoned in the event the Fund’s shareholders do not approve the Plan. |
15. | Changes to Dates. Each officer of the Trust may modify or extend any of the dates specified in the Plan for the taking of any action in connection with the implementation of the Plan (including, but not limited to, the Effective Date and the Liquidation Date) if such officer(s) determine, with the advice of the Trust’s counsel, that such modification or extension is necessary or appropriate in connection with the orderly liquidation of the Fund or to protect the interest of the shareholders of the Fund. |
16. | No Personal Obligations. The obligation of the Trust entered into in the name or on behalf of the Trust or Fund by any of the Trustees of the Trust, representatives or agents of the Trust are made not individually, but only in such capacities, and are not binding upon any of the Trustees of the Trust, shareholders or representatives of the Trust personally, but bind only the assets of the Trust attributable to the Fund. |
IN WITNESS WHEREOF, the Trust: February 24, 2003Board has caused this Plan to be approved on behalf of the Fund.
Last amended byLincoln Variable Insurance Products Trust
On behalf of the Trust: June 11, 2013, December 5, 2016, and December 4, 2018
Last reviewed by the Trust: December 4, 2018
OFFICERS OF LVIP Goldman Sachs Income Builder Fund
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OUTSTANDING SHARES AS OF THE RECORD DATE NOVEMBER 28, 2018
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SHAREHOLDERS OWNING 5% OR MORE OF A CLASS AS OF THE RECORD DATE
Lincoln Variable Insurance Products Trust
Because the Lincoln Variable Insurance Products Trust (LVIP) funds are available as investments for variable annuity contracts and variable life insurance policies (Variable Contracts) offered by certain life insurance companies, the insurance companies could be deemed to control the voting securities of each Fund (i.e., by owning more than 25%). However, an insurance company would exercise voting rights attributable to any shares of each Fund that it owns (directly or indirectly) in accordance, and in proportion to, voting instructions received by owners of the Variable Contracts. A small number of Contract Holders could therefore determine whether Fund proposals are approved.
As of the Record Date, LVIP was aware that the following persons or entities owned of record 25% or more of the outstanding shares of each share class of a Fund.
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Jayson R. Bronchetti | ||||||
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For these Funds, the insurance companies include, without limitation, (1) Lincoln Life, an Indiana insurance company, at 1300 South Clinton Street, Fort Wayne, IN 46802; (2) Lincoln Life & Annuity Company of New York (Lincoln New York), a New York insurance company, at 100 Madison Street, Suite 1860, Syracuse, NY 13202-2802; and (3) other third party insurance companies.
As of November 28, 2018 (“Record Date”), there were no shareholders of the Funds that held 5% or more (or 25% or more) of a fund’s outstanding shares, except for the insurance company shareholders. Any fund of funds would exercise voting rights attributable to ownership of shares of the LVIP funds in accordance with the proxy voting policies established by the fund of funds. The fund of funds generally will vote their shares of underlying funds in the same proportion as the vote of all of the other holders of the underlying fund’s shares, a technique known as “echo voting.”
As of the Record Date, LVIP was aware that the following persons or entities owned of record 5% or more of the outstanding shares of each share class of a Fund.
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EVERY CONTRACT OWNER’S VOTE IS IMPORTANT!
EASY VOTING OPTIONS: | ||||
![]() | ||||
![]() | VOTE ON THE INTERNET Log on to: | |||
www.proxy-direct.com or scan the QR code | ||||
available 24 hours | ||||
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VOTE BY TELEPHONE | ||||
Call1-866-298-8476 | ||||
Follow the recorded instructions | ||||
available 24 hours | ||||
VOTE BY MAIL | ||||
![]() ![]() | Vote, sign and date your | |||
Voting Instruction Card and return it | ||||
in the postage-paid envelope | ||||
THANK YOU FOR VOTING |
Read your proxy statement and have it at hand when voting.
If you vote on the Internet or by Telephone, you need not return this Voting Instruction Card.card.
Please detach at perforation before mailing.
VOTING INSTRUCTION CARD LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
VOTING INSTRUCTION CARD | LVIP GOLDMAN SACHS INCOME BUILDER FUND | |
(a series of Lincoln Variable Insurance Products Trust) 1300 S. CLINTON STREET FORT WAYNE, IN 46802 SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 18, 2019 |
This Voting Instruction Card is being solicited on behalf of the Board of Trustees of the Lincoln Variable Insurance Products Trust.
1300 S. CLINTON STREET
FORT WAYNE, IN 46802
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 20, 2019
INSURANCE COMPANYDROP-IN.
Revoking any prior instructions, the undersigned instructs the above referenced insurance company (the “Company”) to vote and act with respect to all shares of the funds listed on the reverse side (each, individually a “Fund” and collectively, the “Funds”), each a series of the Lincoln Variable Insurance Products Trust (“LVIP”),LVIP Goldman Sachs Income Builder Fund that are attributable to his or her contract or interest therein and held in the Company separate account, at the Special Meeting of Shareholders to be held on February 20,September 18, 2019, and at any adjournments or postponements thereof.This Voting Instruction Card is being solicited on behalf of the Board of Trustees of the Lincoln Variable Insurance Products Trust.
If you sign this Voting Instruction Cardon the reverse side but do not mark instructions, the Company will vote all shares of the Fund(s)Fund attributable to your account value FOR the proposal. If you do not return this Voting Instruction Card, the Company will vote all shares attributable to your account value in proportion to the timely voting instructions actually received from contract owners in the separate account.
VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE:1-866-298-8476 | ||||
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PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE. LVI_30332_122018_VI
LIN_30621_061019_VI
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
Lincoln Variable Insurance Products TrustLVIP Goldman Sachs Income Builder Fund
Special Meeting of Shareholders to Be Held on February 20,September 18, 2019.
The Notice of Special Meeting, Proxy Statement and Voting Instruction Card for this meeting areis available at:
https://www.proxy-direct.com/lin-30332lin-30621
Please detach at perforation before mailing.
This Voting Instruction Card will be voted as instructed.If no specification is made for the proposal, the Voting Instruction Card will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Special Meeting or any adjournments or postponements thereof.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
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EVERY CONTRACT OWNER’S VOTE IS IMPORTANT!
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Read your proxy statement and have it at hand when voting.
If you vote on the Internet or by Telephone, you need not return this Voting Instruction Card.
Please detach at perforation before mailing.
VOTING INSTRUCTION CARD LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
1300 S. CLINTON STREET
FORT WAYNE, IN 46802
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 20, 2019
INSURANCE COMPANYDROP-IN.
Revoking any prior instructions, the undersigned instructs the above referenced insurance company (the “Company”) to vote and act with respect to all shares of the funds listed on the reverse side (each, individually a “Fund” and collectively, the “Funds”), each a series of the Lincoln Variable Insurance Products Trust (“LVIP”), that are attributable to his or her contract or interest therein and held in the Company separate account, at the Special Meeting of Shareholders to be held on February 20, 2019, and at any adjournments or postponements thereof.This Voting Instruction Card is being solicited on behalf of the Board of Trustees of the Lincoln Variable Insurance Products Trust.
If you sign this Voting Instruction Card but do not mark instructions, the Company will vote all shares of the Fund(s) attributable to your account value FOR the proposal. If you do not return this Voting Instruction Card, the Company will vote all shares attributable to your account value in proportion to the timely voting instructions actually received from contract owners in the separate account.
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PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE. LVI_30332_122018_VI
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
Lincoln Variable Insurance Products Trust
Special Meeting of Shareholders to Be Held on February 20, 2019.
The Notice of Special Meeting, Proxy Statement and Voting Instruction Card for this meeting are available at:
https://www.proxy-direct.com/lin-30332
Please detach at perforation before mailing.
This Voting Instruction Card will be voted as instructed.If no specification is made for the proposal, the Voting Instruction Card will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Special Meeting or any adjournments or postponements thereof.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
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EVERY CONTRACT OWNER’S VOTE IS IMPORTANT!
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Read your proxy statement and have it at hand when voting.
If you vote on the Internet or by Telephone, you need not return this Voting Instruction Card.
Please detach at perforation before mailing.
VOTING INSTRUCTION CARD LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
1300 S. CLINTON STREET
FORT WAYNE, IN 46802
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 20, 2019
INSURANCE COMPANYDROP-IN.
Revoking any prior instructions, the undersigned instructs the above referenced insurance company (the “Company”) to vote and act with respect to all shares of the funds listed on the reverse side (each, individually a “Fund” and collectively, the “Funds”), each a series of the Lincoln Variable Insurance Products Trust (“LVIP”), that are attributable to his or her contract or interest therein and held in the Company separate account, at the Special Meeting of Shareholders to be held on February 20, 2019, and at any adjournments or postponements thereof.ThisVoting Instruction Cardis being solicited on behalf of the Board of Trustees ofthe Lincoln Variable Insurance Products Trust.
If you sign this Voting Instruction Card but do not mark instructions, the Company will vote all shares of the Fund(s) attributable to your account value FOR the proposal. If you do not return this Voting Instruction Card, the Company will vote all shares attributable to your account value in proportion to the timely voting instructions actually received from contract owners in the separate account.
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PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
LVI_30332_122018_VI
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
Lincoln Variable Insurance Products Trust
Special Meeting of Shareholders to Be Held on February 20, 2019.
The Notice of Special Meeting, Proxy Statement and Voting Instruction Card for this meeting are available at:
https://www.proxy-direct.com/lin-30332
Please detach at perforation before mailing.
This Voting Instruction Card will be voted as instructed.If no specification is made for the proposal, the Voting Instruction Card will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Special Meeting or any adjournments or postponements thereof.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
A | Proposal The Board of Trustees unanimously recommends a vote “FOR” Proposal 1. |
| FOR | AGAINST | ABSTAIN | |||||||||||||||
1.
| To approve the liquidation of the assets and dissolution of the LVIP Goldman Sachs Income Builder Fund pursuant to the provisions of a Plan of Liquidation approved by the Board of Trustees of the Trust. |
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☐ | ☐ | ☐ | ||||||||||||||||
2. | To transact such other business that may properly come before the Meeting, or any adjournment(s) or postponement(s) thereof, in the discretion of the proxies or their substitutes. |
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B | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and | |||||||||||||||||
Date Below |
Note: | Please sign exactly as your name(s) appear(s) on this voting instruction card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||||||
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EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
EASY VOTING OPTIONS: | ||||
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![]() | VOTE ON THE INTERNET Log on to: | |||
www.proxy-direct.com or scan the QR code | ||||
Follow theon-screen instructions | ||||
available 24 hours | ||||
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VOTE BY TELEPHONE | ||||
Call1-800-337-3503 | ||||
Follow the recorded instructions | ||||
available 24 hours | ||||
VOTE BY MAIL | ||||
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Proxy Card and return it in the | ||||
postage-paid envelope | ||||
THANK YOU FOR VOTING |
Read your proxy statement and have it at hand when voting.
If you vote on the Internet or by telephone, you need not return this Proxy Card.proxy card.
Please detach at perforation before mailing.
PROXY LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
1300 S. CLINTON STREET
FORT WAYNE, IN 46802
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 20,
PROXY | LVIP GOLDMAN SACHS INCOME BUILDER FUND | |||
(a series of Lincoln Variable Insurance Products Trust) 1300 S. CLINTON STREET FORT WAYNE, IN 46802 SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON SEPTEMBER 18, 2019 |
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE LINCOLN VARIABLE INSURANCE PRODUCTS TRUST.
The undersigned, revoking previous proxies with respect to the shares in the name of the undersigned, hereby appoint(s) Jayson R. Bronchetti, Christina E. Pron, and Teri L. Williams, or any of them as Proxies of the undersigned with full power of substitution, to vote and act with respect to all sharesshare classes of the funds listed on the reverse side (each, individually a “Fund” and collectively, the “Funds”), eachLVIP Goldman Sachs Income Builder Fund, a series of the Lincoln Variable Insurance Products Trust, (“LVIP”), with respect to which the undersigned is entitled to vote at the Special Meeting of Shareholders to be held on February 20,September 18, 2019, at 11:00 a.m. Eastern Time, and at any adjournments or postponements thereof.
I acknowledge receipt of the Notice of the Special Meeting of the Shareholders and accompanying Proxy Statement dated January 2,June 24, 2019.
VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE:1-800-337-3503 | ||||
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PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
LVI_30332_122018LIN_30621_061019
EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
Lincoln Variable Insurance Products TrustLVIP Goldman Sachs Income Builder Fund
Special Meeting of Shareholders to Be Held on February 20,September 18, 2019.
The Notice of Special Meeting, Proxy Statement and Proxy Card for this meeting areis available at:
https://www.proxy-direct.com/lin-30332lin-30621
Please detach at perforation before mailing.
This proxy will be voted as instructed.If no specification is made for the proposal, the proxy will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Special Meeting or any adjournments or postponements thereof.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
A | Proposal The Board of Trustees unanimously recommends a vote “FOR” Proposal 1. |
| FOR | AGAINST | ABSTAIN | |||||||||||||||
1.
| To approve the liquidation of the assets and dissolution of the LVIP Goldman Sachs Income Builder Fund pursuant to the provisions of a Plan of Liquidation approved by the Board of Trustees of the Trust. |
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☐ | ☐ | ☐ | ||||||||||||||||
2. | To transact such other business that may properly come before the Meeting, or any adjournment(s) or postponement(s) thereof, in the discretion of the proxies or their substitutes. |
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B | Authorized Signatures — This section must be completed for your vote to be counted.— Sign and | |||||||||||||||||
Date Below |
Note: | Please sign exactly as your name(s) appear(s) on this proxy card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. |
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EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
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Read your proxy statement and have it at hand when voting.
If you vote on the Internet or by telephone, you need not return this Proxy Card.
Please detach at perforation before mailing.
PROXY LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
1300 S. CLINTON STREET
FORT WAYNE, IN 46802
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 20, 2019
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE LINCOLN VARIABLE INSURANCE PRODUCTS TRUST.
The undersigned, revoking previous proxies with respect to the shares in the name of the undersigned, hereby appoint(s) Jayson R. Bronchetti, Christina E. Pron, and Teri L. Williams, or any of them as Proxies of the undersigned with full power of substitution, to vote and act with respect to all shares of the funds listed on the reverse side (each, individually a “Fund” and collectively, the “Funds”), each a series of the Lincoln Variable Insurance Products Trust (“LVIP”), with respect to which the undersigned is entitled to vote at the Special Meeting of Shareholders to be held on February 20, 2019, at 11:00 a.m. Eastern Time, and at any adjournments or postponements thereof.
I acknowledge receipt of the Notice of the Special Meeting of the Shareholders and accompanying Proxy Statement dated January 2, 2019.
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PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
LVI_30332_121118
EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
Lincoln Variable Insurance Products Trust
Special Meeting of Shareholders to Be Held on February 20, 2019.
The Notice of Special Meeting, Proxy Statement and Proxy Card for this meeting are available at:
https://www.proxy-direct.com/lin-30332
Please detach at perforation before mailing.
This proxy will be voted as instructed.If no specification is made for the proposal, the proxy will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Special Meeting or any adjournments or postponements thereof.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
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Date (mm/dd/yyyy) — Please print date below | Signature 1 — Please keep signature within the box | Signature 2 — Please keep signature within the box | ||||||
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Scanner bar code
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![]() | xxxxxxxxxxxxxx | M | xxxxxxxx | + |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
![]() | ||||
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![]() | ||||
Read your proxy statement and have it at hand when voting.
If you vote on the Internet or by telephone, you need not return this Proxy Card.
Please detach at perforation before mailing.
PROXY LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
1300 S. CLINTON STREET
FORT WAYNE, IN 46802
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 20, 2019
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE LINCOLN VARIABLE INSURANCE PRODUCTS TRUST.
The undersigned, revoking previous proxies with respect to the shares in the name of the undersigned, hereby appoint(s) Jayson R. Bronchetti, Christina E. Pron, and Teri L. Williams, or any of them as Proxies of the undersigned with full power of substitution, to vote and act with respect to all shares of the funds listed on the reverse side (each, individually a “Fund” and collectively, the “Funds”), each a series of the Lincoln Variable Insurance Products Trust (“LVIP”), with respect to which the undersigned is entitled to vote at the Special Meeting of Shareholders to be held on February 20, 2019, at 11:00 a.m. Eastern Time, and at any adjournments or postponements thereof.
I acknowledge receipt of the Notice of the Special Meeting of the Shareholders and accompanying Proxy Statement dated January 2, 2019.
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PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
LVI_30332_121118
EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
Lincoln Variable Insurance Products Trust
Special Meeting of Shareholders to Be Held on February 20, 2019.
The Notice of Special Meeting, Proxy Statement and Proxy Card for this meeting are available at:
https://www.proxy-direct.com/lin-30332
Please detach at perforation before mailing.
This proxy will be voted as instructed.If no specification is made for the proposal, the proxy will be voted “FOR” the proposal. The Proxies are authorized in their discretion to vote upon such other matters as may come before the Special Meeting or any adjournments or postponements thereof.
TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒
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