| • | | A. | The Proposal is not expected to affect the value of your interest in the Fund.
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Q. | Will I have to pay federal income taxes as a result of the Reclassification?
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A. | The Reclassification will not result in a taxable event for Contract Owners.
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Q. | Who will pay the costs of the Proposal?
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A. | The Fund will bear the expenses of the Proposal, including preparation of this Proxy Statement, printing and distributing the proxy materials, the costs of soliciting and tallying voting instructions, regulatory filings, legal fees, and expenses of holding shareholders’ meetings. The Adviser estimates the expenses of the Proposal will total approximately $75,000.
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Q. | What will happen if shareholders of the Fund do not approve the Proposal?
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A. | If the Proposal is not approved, the Fund will continue to operate as a diversified fund, as defined under the 1940 Act, and the Fund’s related fundamental investment restriction on diversification will remain in effect.
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Q. | When will the Reclassification occur?
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A. | The Reclassification is expected to be completed on or about April 1, 2021.
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Q. | How does the Board recommend that I vote?
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A. | The Board unanimously recommends that you vote in favor of the Proposal.
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Q. | How can I attend the Special Meeting?
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A. | The Special Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Special Meeting only if you were a shareholder of the Fund as of the close of business on the Record Date. No physical meeting will be held.Lincoln Core IncomeSM Variable Annuity
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The LVIP Government Money Market Fund will be used because it is the only money market investment option available within this product. 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. Additionally, the Adviser serves as the investment adviser to the LVIP Government Money Market Fund and, based on current assets in that fund, will be paid a management fee at an annual rate of 0.36% of the average daily net assets of Contracts invested in the Liquidating Funds. COMPARISON OF INVESTMENT OBJECTIVES, INVESTMENT STRATEGIES, AND PRINCIPAL RISKS The Liquidating Funds’ investment objective, policies, strategies and risks are substantially different from those of the Default Investment Option, the LVIP Government Money Market Fund, which is a money market fund and may be inconsistent with Contract Owners’ investment goals under the Contract. The Liquidating Funds’ investment objective is substantially different from the Default Investment Options. The investment objective of the Lincoln iShares® Fixed Income Allocation Fund is to maximize total return, consistent with prudent investment management and liquidity needs. The investment objectives of the Lincoln iShares® Global Growth Allocation Fund and the Lincoln iShares® U.S. Moderate Allocation Fund are to seek long-term capital appreciation. Current income is also a consideration for these funds. The LVIP Government Money Market Fund’s investment objective is to seek current income while (i) maintaining a stable value of your shares (providing stability of net asset value) and (ii) preserving the value of your initial investment (preservation of capital). The Liquidating Funds have substantially different investment strategies from the Default Investment Option. The Liquidating Funds each operate under a “fund of funds” structure. The Liquidating Funds, under normal circumstances, invests substantially all of their assets in exchange-traded funds (the “Underlying ETFs”) or financial instruments that provide exposure to such Underlying ETFs. The Underlying ETFs, in turn, invest in equity securities (stocks) and/or fixed income securities (bonds). The Fund’s Underlying ETF strategies for the Liquidating Funds are sub-advised by BlackRock Investment Management, LLC. Under normal circumstances, approximately 100% of the Lincoln iShares® Fixed Income Allocation Fund’s Underlying ETF assets will be invested primarily in fixed income securities (bonds). Under normal circumstances, approximately 70% of the Lincoln iShares® Global Growth Allocation Fund’s Underlying ETF assets invests primarily in equity securities (stocks) and approximately 30% of the Fund’s Underlying ETF assets invests primarily in fixed income securities (bonds). Under normal circumstances, the Lincoln iShares® U.S. Moderate Allocation Fund, through the Underlying ETFs, invests at least 80% of its assets in a portfolio of investments that provides exposure to U.S. securities. The Lincoln iShares® U.S. Moderate Allocation Fund’s non-U.S. exposure may include emerging markets securities. Under normal circumstances, approximately 60% of the Lincoln iShares® U.S. Moderate Allocation Fund’s Underlying ETF assets invests primarily in equity securities (stocks) and approximately 40% of its Underlying ETF assets invests primarily in fixed income securities (bonds). 6
The LVIP Government Money Market Fund was selected because it was the only money market investment option offered within your respective Contract (see “Summary of the Plan of Liquidation” section above for more information about your Contract’s investment options). The following table compares the investment objectives and the principal investment policies and strategies of the Liquidating Funds with those of the Default Investment Option. The Funds’ Boards may change the investment objective of a respective Fund without a vote of that Fund’s shareholders. For more detailed information about each Fund’s investment strategies and risks, see their respective Statement of Additional Information. | | | | | | | | | | | Lincoln iShares® Fixed Income Allocation Fund (Liquidating Fund) | | Lincoln iShares® Global Growth Allocation Fund (Liquidating Fund) | | Lincoln iShares® U.S. Moderate Allocation Fund (Liquidating Fund) | | LVIP Government Money Market Fund (Default Investment Option) | Investment Objective | | The investment objective of the Lincoln iShares® Fixed Income Allocation Fund is to maximize total return, consistent with prudent investment management and liquidity needs. | | The investment objective of the Lincoln iShares® Global Growth Allocation Fund is to seek long-term capital appreciation. Current income is also a consideration. | | The investment objective of the Lincoln iShares® U.S. Moderate Allocation Fund is to seek long-term capital appreciation. Current income is also a consideration. | | The investment objective of the LVIP Government Money Market Fund is to seek current income while (i) maintaining a stable value of your shares (providing stability of net asset value) and (ii) preserving the value of your initial investment (preservation of capital). | Principal Investment Strategies | | The Fund operates under a “fund of funds” structure. The Fund, under normal circumstances, invests substantially all of its assets in exchange-traded funds (the “Underlying ETFs”) or financial instruments that provide exposure to such Underlying ETFs. The Underlying ETFs, in turn, invest in fixed income securities (bonds). The Fund’s Underlying ETF strategy is sub-advised by BlackRock Investment Management, LLC. 4
YouUnder normal circumstances, approximately 100% of the Fund’s Underlying ETF assets will be able to attend the Special Meeting online and submit your questions during the meeting by visiting www.meetingcenter.io/226534742. You also will be able to vote your shares online by attending the Special Meeting by webcast.
To participate in the Special Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box. The password for the meeting is LVIP2021.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
The online meeting will begin promptly at 11:00 a.m., Eastern time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the access instructions as outlined in this proxy statement.
Q. | | How do I register to attend the Special Meeting virtually on the Internet?
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A. | If you are a registered shareholder, you do not need to register to attend the Special Meeting virtually on the Internet. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Special Meeting virtually on the Internet.
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To register to attend the Special Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m., Eastern Time, 3 business days prior to the meeting date.
You will receive a confirmation of your registration by email after we receive your legal proxy.
Requests for registration should be directed to us by emailing an image of your legal proxy, to shareholdermeetings@computershare.com.
THE PROPOSAL
Reasons for the Proposal
The Fund is currently sub-classified as “diversified” for purposesoperates under a “fund of Section 5(b)(1)funds” structure. The Fund, under normal circumstances, invests substantially all of the 1940 Act. As a diversified fund, the Fund is limited asits assets in exchange-traded funds (the “Underlying ETFs”) or financial instruments that provide exposure to the amount it maysuch Underlying ETFs. The Underlying ETFs, in turn, invest in any single issuer. Specifically, for 75%equity securities (stocks) and/or fixed income securities (bonds). The Fund’s Underlying ETF strategy is sub-advised by | | The Fund operates under a “fund of funds” structure. The Fund, under normal circumstances, invests substantially all of its total assets the Fund currently may notin exchange- traded funds (the “Underlying ETFs”) or financial instruments that provide exposure to such Underlying ETFs. The Underlying ETFs, in turn, invest in a security if, as a result of such investment, more than 5% ofequity securities (stocks) and/or fixed income securities (bonds). The Fund’s Underlying ETF strategy is sub- advised by BlackRock Investment Management, LLC (the “Sub-Adviser”). | | The Fund pursues its total assets (calculated at the time of purchase) would be invested in5
securities of any one issuer. In addition, for 75% of its total assets, the Fund may not hold more than 10% of the outstanding voting securities of any one issuer. The restrictions in Section 5(b)(1) do not apply to investments in U.S. government securities, securities of other investment companies (for example, other funds), cash and cash items.
In addition, the Fund currently has a fundamental investment restriction on diversification, which may only be changed with shareholder approval. This fundamental investment restriction is proposed to change as follows:
| | | Current
| | Proposed
| [The Fund may not ,] With respect to 75% of its total assets, invest in a security if, as a result of such investment: (a) more than 5% of its total assets would be invested in the securities of any one issuer or (b) the fund would hold more than 10% of the outstanding voting securities of any one issuer; except that these restrictions do not apply to (i) securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities or (ii) securities of other investment companies. | | None. |
As shown in the table above, if shareholders approve changing the Fund’s sub-classification from diversified to non-diversified, this fundamental investment restriction will be eliminated.
If the Proposal is approvedobjective by shareholders, the Fund will no longer be subject to the diversification limitation set forth in Section 5(b)(1) of the 1940 Act or the Fund’s current fundamental investment restrictions on diversification. Although the Fund would no longer be subject to the 1940 Act diversification restrictions, the Fund will continue to be subject to federal tax diversification restrictions of Subchapter M of the Internal Revenue Code of 1986, as amended (the “IRC”). For purposes of the IRC, the Fund operates as a “regulated investment company.” As such, the Fund must meet certain diversification requirements, including the requirement that, in general,investing at least 50% of the market value of its total assets at the close of each quarter of its taxable year must be invested in cash, cash equivalents, U.S. government securities, securities of other regulated investment companies, and securities of issuers (including foreign governments) with respect to which the Fund has invested no more than 5%99.5% of its total assets in cash, government securities of any one issuer(which include U.S. Treasury bills, notes and owns no more than 10% ofother obligations issued or guaranteed as to principal and interest by the outstanding voting securities of any issuer.U.S. Government or its agencies or instrumentalities), and/or repurchase agreements secured by such obligations or cash. The Fund also must invest no more than 25% of the value of its total assets in securities (other than U.S. government securities and securities of other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and is engaged in the same, similar or related trades or
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businesses or, collectively, in the securities of certain publicly traded partnerships. These limits apply only as of the close of each quarter of each Fund’s taxable year. These federal tax diversification requirements may change in the future without shareholder approval.
The asset classes in which the Fund invests have experienced fundamental changes that have made it difficult for the Fund to pursue their existing investment strategies while maintaining their 1940 Act diversification status. Over the course of the last ten years, the Fund’s asset classes have become increasingly dominated by a relatively small number of large companies and the significant outperformance of some of these companies, which has resulted in a higher level of concentration of these companies in the Fund’s asset class. In other words, these companies now represent a large percentage of the investment universes in which the Fund invests.
Due to these changes to the Fund’s investment universe, the Fund is not able to take positions in these companies as large as the respective portfolio management teams believe to be beneficial for the Fund’s portfolio because the Fund is limited in doing so to maintain its diversified status. (For a diversified fund, all investments greater than 5% in any one issuer may not exceed, in the aggregate, 25% of the fund’s assets.) Thus, changing the Fund’s sub-classification to non-diversified would provide the Fund with the flexibility to pursue its investment strategy given that the Adviser believes the high level of concentration in the Fund’s asset class will remain for the foreseeable future.
Shareholders should note that if the changes in the Fund’s sub-classifications to “non-diversified” are approved, the Fund’s risk profile may increase. This is because the investment return on a non-diversified fund typically is dependent upon the performance of securities maturing in 397 days or less (with certain exceptions) that will have a dollar- weighted average maturity of 60 days or less and a smaller number of issuers than a diversified fund. Consequently, a non-diversified fund is more susceptible to adverse developments affecting the larger holdings in its portfolio than a diversified fund and may be more susceptible to greater losses because of such developments. Accordingly, if the Proposal is approved on behalf of the Fund, the Fund would potentially be subject to greater risk than it currently is.
Approval of the Proposal
The Board considered the recommendations of the Adviser to change the Fund’s sub-classification to non-diversified and to eliminate the Fund’s related fundamental investment restriction. The Board considered all relevant factors, including the potential impact on the Fund and its risk profile and the estimated costs associated with seeking shareholder approval of the proposed change for the Fund. Following its consideration of these matters, the Board unanimously approved the proposed change in the Fund’s sub-classification to “non-diversified” and the elimination of the Fund’s related fundamental investment restriction. It is anticipated that this Proposal, if approved, will be effective on or about April 1, 2021. dollar-weighted average life |
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| | | | | | | | | | | Ifinvested primarily in fixed income securities (bonds).
The Fund generally may invest in Underlying ETFs that invest primarily in fixed income securities (referred to as “fixed income funds”). Fixed-income funds may include funds that invest in, among other things, domestic bonds, U.S. government securities, mortgage-backed securities (including to-be-announced transactions), high yield (“junk”) bonds, and cash or money market instruments. The Fund currently expects to allocate at least 85% of its assets to investments within the Proposal is not approvedU.S. The Fund’s fixed income allocation may be further diversified by shareholders, the Fund will continue to operate as a diversified fund, as defined under the 1940 Act,sector (including government, corporate, agency, mortgage-backed securities, and the Fund’s related fundamental investment restriction on diversification will remain in effect. THE BOARD OF THE FUND UNANIMOUSLY RECOMMENDS A VOTE FOR THE PROPOSAL
ADDITIONAL INFORMATION ABOUT THE PROPOSAL
Transfers outother sectors), duration (a calculation of the Fund
average life of a bond which measures its price risk), credit quality (including non-investment grade debt or “junk” bonds), geographic location, or other factors. The Proposal will have no effect on transfers into or outpercentage allocation to the various types of fixed income securities are determined at the discretion of the Fund. Subjectportfolio managers and can be changed to reflect the terms of their Contract, shareholders may transfer out of the Fund into any other investment option available under their Contract at any time prior to or after the effective date of the Proposal.current market environment. | | BlackRock Investment Management, LLC (the “Sub- Adviser”). Failure to Approve the Proposal
If shareholders/Contract Owners of the Fund do not approve the Proposal, the Proposal will not be implemented. The Board then would meet to consider what, if any, steps to take with respect to the Fund, such as holding another vote or continuing to run the Fund as diversified.
SHAREHOLDER AND VOTING INFORMATION
Share Ownership
At the close of business on December 22, 2020 (the “Record Date”), there were 6,018,158.963 outstanding Standard Class shares of the Fund and 28,149,370.080 outstanding Service Class shares of the Fund. Both Standard Class and Service Class shares of the Fund are offered as investments within Lincoln Contracts. Lincoln Life and Lincoln New York are the record owners of the shares of the Fund underlying the Contracts, but are soliciting voting instructions from Contract Owners having contract value invested in the Fund (a beneficial interest) through their respective separate accounts.
Because the 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 Fund (i.e., by owning more than 25%). As of the Record Date, Lincoln Life and Lincoln New York owned 32,111,696.12 and 2,055,832.92 shares of the Fund, respectively, which represents 93.98% and 6.02%Under normal circumstances, approximately 70% of the Fund’s outstanding shares, respectively. To the knowledgeUnderlying ETF assets invests primarily in equity securities (stocks) and approximately 30% of the Trust,Fund’s Underlying ETF assets invests primarily in fixed income securities (bonds).
The Fund generally may invest in three different kinds of Underlying ETFs: those that invest primarily in equity securities or certain other instruments described below (referred to as “equity funds”), those that invest primarily in fixed income securities (referred to as “fixed income funds”), and those that invest in a mix of securities and other instruments in which equity funds and fixed income funds invest (referred to as “multi-asset funds”). Equity funds may include funds that invest in, among other things, domestic and international equities, real estate-related securities or instruments and | | Under normal circumstances, the Fund, through the Underlying ETFs, invests at least 80% of its assets in a portfolio of investments that provides exposure to U.S. securities. The Fund’s non-U.S. exposure may include emerging markets securities. Under normal circumstances, approximately 60% of the Record Date, no current Trustee or executive officerFund’s Underlying ETF assets invests primarily in equity securities (stocks) and approximately 40% of the Trust owned any separate account units attributable to 1% or more of theFund’s Underlying ETF assets of any class of the Fund. invests primarily in fixed income securities (bonds). 8The Fund generally may invest in three different kinds of Underlying ETFs: those that invest primarily in equity securities or certain other instruments described below (referred to as “equity funds”), those that invest primarily in fixed income securities (referred to as “fixed income funds”), and those that invest in a mix of securities and other instruments in which equity funds and fixed income funds invest (referred to as “multi-asset funds”). Equity funds may
| | of 120 days or less. The Fund may invest in variable or floating rate instruments, and transact in securities on a when-issued, delayed delivery or forward commitment basis.
As of January 25, 2021, there were no shareholders that held 5% or more of the outstanding shares of any share class of the Fund, except for the insurance company shareholders.
Solicitation of Proxies
In addition to the solicitationFund’s 99.5% policy noted above, under normal circumstances, the Fund invests at least 80% of voting instruction formsits assets in government securities, including government securities subject to repurchase agreements. |
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| | | | | | | | | | | The Fund may, when consistent with its investment objective, buy or sell options or futures, or enter into total return swaps and proxy cardsforeign currency transactions (collectively, commonly known as derivatives). The Fund may seek to obtain market exposure to the securities in which it primarily invests by mail, officersentering into a series of purchase and employeessale contracts or by using other investment techniques (such as reverse repurchase agreements or dollar rolls). Reverse repurchase agreements may constitute borrowing. The Fund may use derivatives as a substitute for taking a position in an Underlying ETF and such derivative exposure shall be included in the Fund’s fixed income asset allocation as determined by the Sub-Adviser. The Fund may also use derivatives as part of a strategy designed to reduce exposure to other risks and to enhance returns, in which case their use would involve leveraging risk. | | commodity-related securities or instruments. Fixed income funds may include funds that invest in, among other things, domestic and non-U.S. bonds, U.S. government securities, mortgage-backed securities, high yield (or “junk”) bonds, and cash or money market instruments. Multi- asset funds may include funds that invest in any of the Trust, without additional compensation,securities or instruments in which equity funds or fixed income funds may solicit votinginvest. The Fund currently expects to allocate up to 50% of the Fund’s assets to investments outside the U.S. The Fund’s investments outside the U.S. may include emerging markets. Variations in the target asset allocation between equity and proxy instructionsfixed income securities, through investments in person,Underlying ETFs, are permitted within a certain range. Therefore, based on a target equity/fixed income allocation of 70%/30%, the Fund may have an equity/fixed income allocation that ranges from 60%/40% to | | include funds that invest in, among other things, domestic equities, real estate-related securities or instruments and commodity-related securities or instruments. Fixed income funds may include funds that invest in, among other things, domestic bonds, U.S. government securities, mortgage-backed securities, high yield (or “junk”) bonds, and cash or money market instruments. Multi-asset funds may include funds that invest in any of the securities or instruments in which equity funds or fixed income funds may invest. Variations in the target asset allocation between equity and fixed income securities, through investments in Underlying ETFs, are permitted up to 10%. Therefore, based on a target equity/fixed income allocation of 60%/40%, the Fund may have an equity/fixed income allocation that ranges from 50%/50% to 70%/30%. Although variations beyond the 10% range are generally not permitted, the Sub-Adviser may determine in light of market conditions or other factors that a greater variation is | | |
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| | | | | | | | | | | | | 75%/25%. Although variations beyond these ranges are generally not permitted, the Sub- Adviser may determine in light of market conditions or other factors that a greater variation is warranted to protect the Fund or achieve its investment goal. The Fund’s equity allocation may be further diversified by telephone,style (including both value and electronically,growth funds), market capitalization (including both large cap and small cap funds), globally (including domestic and international (including emerging market) funds), or other factors. The Fund’s fixed income allocation may be further diversified by sector (including government, corporate, agency, mortgage-backed securities, and other sectors), duration (a calculation of the average life of a bond which measures its price risk), credit quality (including non- investment grade debt or “junk” bonds), geographic location, or other factors. The percentage allocation to the | | warranted to protect the Fund or achieve its investment goal. The Fund’s equity allocation may be further diversified by style (including both value and growth funds), market capitalization (including both large cap and small cap funds), or other factors. The Fund’s fixed income allocation may be further diversified by sector (including government, corporate, agency, mortgage-backed securities, and other sectors), duration (a calculation of the average life of a bond which measures its price risk), credit quality (including non-investment grade debt or “junk” bonds), or other factors. The percentage allocation to the various types of equity and fixed income securities are determined at the discretion of the portfolio managers and can be changed to reflect the current market environment. The Fund may, when consistent with its investment objective, buy or sell options or futures, or enter into total return swaps (collectively, commonly known as derivatives). The Fund may seek to obtain market exposure to the securities in which it primarily invests by | | |
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| | | | | | | | | | | | | various types of equity and fixed income securities are determined at the discretion of the portfolio managers and can be changed to reflect the current market environment. The Fund may, when consistent with its investment objective, buy or sell options or futures, or enter into total return swaps and foreign currency transactions, including throughforeign currency forward contracts (collectively, commonly known as derivatives). The Fund may seek to obtain market exposure to the Internet.securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as reverse repurchase agreements or dollar rolls). Reverse repurchase agreements may constitute borrowing. The TrustFund may use derivatives as a substitute for taking a position in an Underlying ETF and such derivative exposure shall be included in the Fund’s equity or fixed income asset allocation as | | entering into a series of purchase and sale contracts or by using other investment techniques (such as reverse repurchase agreements or dollar rolls). Reverse repurchase agreements may constitute borrowing. The Fund may use derivatives as a substitute for taking a position in an Underlying ETF and such derivative exposure shall be included in the Fund’s equity or fixed income asset allocation as determined by the Sub-Adviser. The Fund may also use derivatives as part of a strategy designed to reduce exposure to other risks and to enhance returns, in which case their use would involve leveraging risk. | | |
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| | | | | | | | | | | | | determined by the Sub-Adviser. The Fund may engagealso use derivatives as part of a third-party vendorstrategy designed to solicit proxiesreduce exposure to other risks and to enhance returns, in which case their use would involve leveraging risk. | | | | |
Comparison of Principal Risk Factors An investment in a Fund is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. You may lose money by investing in a Fund. The following table compares the principal risks of investing in each Fund. For an explanation of each principal risk, see “Description of Principal Risks” below. | | | | | | | | | Principal Risks | | Lincoln iShares® Fixed Income Allocation Fund (Liquidating Fund) | | Lincoln iShares® Global Growth Allocation Fund (Liquidating Fund) | | Lincoln iShares® U.S. Moderate Allocation Fund (Liquidating Fund) | | LVIP Government Money Market Fund (Default Investment Option) | Asset Allocation Risk | | ✓ | | ✓ | | ✓ | | | Below Investment Grade Bond Risk | | ✓ | | ✓ | | ✓ | | | Credit(/Default) Risk | | ✓ | | ✓ | | ✓ | | ✓ | Derivatives Risk | | ✓ | | ✓ | | ✓ | | | Emerging Markets Risk | | | | ✓ | | ✓ | | | Exchange Traded Fund Risk | | ✓ | | ✓ | | ✓ | | | Floating and Variable Rate Securities Risk | | | | | | | | ✓ | Foreign Currency Risk | | | | ✓ | | | | | Foreign Investments Risk | | ✓ | | ✓ | | ✓ | | | Fund of Funds Risk | | ✓ | | ✓ | | ✓ | | | Futures Risk | | ✓ | | ✓ | | ✓ | | | Growth Stocks Risk | | | | ✓ | | ✓ | | | Income Risk | | | | | | | | ✓ | Interest Rate Risk | | ✓ | | ✓ | | ✓ | | ✓ | Issuer Risk | | ✓ | | ✓ | | ✓ | | | LIBOR Risk | | | | | | | | ✓ | Limited Portfolio Holdings Risk | | ✓ | | ✓ | | ✓ | | | Liquidity Risk | | ✓ | | ✓ | | ✓ | | | Market Risk | | ✓ | | ✓ | | ✓ | | ✓ | Mortgage-Backed Securities Risk | | ✓ | | ✓ | | ✓ | | | Mortgage-Backed “To Be Announced” (TBA)Transaction Risk | | ✓ | | | | | | |
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| | | | | | | | | Natural Disaster/Epidemic Risk | | ✓ | | ✓ | | ✓ | | ✓ | Passive Management Risk | | ✓ | | ✓ | | ✓ | | | Prepayment/Call Risk | | ✓ | | ✓ | | ✓ | | | Regional Risk | | | | ✓ | | | | | Repurchase Agreements Risk | | | | | | | | ✓ | Selection Risk | | | | | | | | ✓ | Small- and Medium-Cap Companies Risk | | | | ✓ | | ✓ | | | Stable NAV Risk | | | | | | | | ✓ | Stock Investing Risk | | | | ✓ | | ✓ | | | Tactical Allocation Risk | | ✓ | | ✓ | | ✓ | | | U.S. Government/Treasury Obligations Risk | | | | | | | | ✓ | Value Stocks Risk | | | | ✓ | | ✓ | | | When-Issued Securities, Delayed Delivery Securities and Forward Commitments Risk | | | | | | | | ✓ |
Description of Principal Risks The Lincoln iShares® Fixed Income Allocation Fund’s performance may be affected by one or more of the following risks: Market Risk. The value of portfolio investments may decline. As a result, your investment in the Fund may decline in value and you could lose money. Fund of Funds Risk. The Fund bears all risks of an Underlying Fund’s investment strategies, including the risk that an Underlying Fund may not meet its investment objective which may negatively affect the Fund’s performance. In addition, the Fund indirectly will pay a proportional share of the fees and expenses of an Underlying Fund. Issuer Risk. The prices of, and the income generated by, portfolio securities may decline in response to various factors directly related to the issuers of such securities. Asset Allocation Risk. With an asset allocation strategy, the amount invested in various asset classes of securities may change over time. Asset allocation risk could result in an allocation to an underperforming asset class. Passive Management Risk. Index funds invest in the securities of an index rather than actively selecting among securities. With an indexing strategy there is no attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term period of poor investment performance. Exchange-Traded Fund (“ETF”) Risk. ETFs generally reflect the risks of owning the underlying securities they hold, although lack of liquidity in ETF shares could result in the price of the ETF being more volatile. Interest Rate Risk. When interest rates rise, fixed income securities (i.e., debt obligations) generally will decline in value. These declines in value are greater for fixed income securities with longer maturities or durations. Credit Risk. Credit risk is the risk that the issuer of a debt obligation will be unable or unwilling to make interest or principal payments on time. Credit risk is often gauged by “credit ratings” assigned by nationally recognized statistical rating organizations (NRSROs). A decrease in an issuer’s credit rating may cause a decline in the value of the issuer’s debt obligations. However, credit ratings may not reflect the issuer’s current financial condition or events since the security was last rated by a rating agency. Credit ratings also may be influenced by rating agency conflicts of interest or based on historical data that are no longer applicable or accurate. 13
Prepayment/Call Risk. Debt securities are subject to prepayment risk when the issuer can “call” the security, or repay principal, in whole or in part, prior to the security’s maturity. When the Fund reinvests the prepayments of principal it receives, it may receive a rate of interest that is lower than the rate on the called security. Mortgage-Backed Securities Risk. The value of mortgage-backed securities (commercial and residential) may fluctuate significantly in response to changes in interest rates. During periods of falling interest rates, underlying mortgages may be paid early, lowering the potential total return (pre-payment risk). During periods of rising interest rates, the rate at which the underlying mortgages are pre-paid may slow unexpectedly, causing the maturity of the mortgage-backed securities to increase and their value to decline (maturity extension risk). Mortgage-Backed “To Be Announced” (TBA) Transaction Risk. Some mortgage-backed securities are sold in what is referred to as to-be-announced (TBA) transactions, which include when-issued and delayed delivery securities and forward commitments. These transactions involve the Fund’s commitment to purchase securities for a predetermined price or yield with payment and delivery taking place after a period longer than the customary settlement period for that type of security (generally more than three days after the transaction). TBA transactions involve the risks that the security the Fund buys will lose value prior to its delivery and that the counterparty will default. Below Investment Grade Bond Risk. Below investment grade bonds, otherwise known as “high yield” bonds or “junk” bonds, generally have a greater risk of principal loss than investment grade bonds. Below investment grade bonds are often considered speculative and involve significantly higher credit risk and liquidity risk. The value of these bonds may fluctuate more than the value of higher-rated debt obligations, and may decline significantly in periods of general economic difficulty or periods of rising interest rates and may be subject to negative perceptions of the junk bond markets generally and less secondary market liquidity. Derivatives Risk. Derivatives, such as futures, forwards, options, swaps, structured securities and other instruments are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. Derivatives may involve costs and risks that are different from, or possibly greater than, the costs and risks associated with investing directly in securities and other traditional investments. Derivatives prices can be volatile, may correlate imperfectly with price of the applicable underlying asset, reference rate or index and may move in unexpected ways, especially in unusual market conditions, such as markets with high volatility or large market declines. Some derivatives are particularly sensitive to changes in interest rates. Other risks include the potential inability to terminate or sell derivative positions. Further, losses could result if the counterparty to a transaction does not perform as promised. Derivative instruments that involve a small initial investment relative to the risk assumed may be considered to be “leveraged,” which can magnify or otherwise increase investment losses. Futures Risk. A futures contract is considered a derivative because it derives its value from the price of the underlying security or financial index. The prices of futures contracts can be volatile, and futures contracts may be illiquid. In addition, there may be imperfect or even negative correlation between the price of the futures contracts and the price of the underlying securities. Losses on futures contracts may exceed the amount invested. Foreign Investments Risk. Foreign investments have additional risks that are not present when investing in U.S. investments. Foreign currency fluctuations or economic or financial instability could cause the value of foreign investments to fluctuate. The value of foreign investments may be reduced by foreign taxes, such as foreign taxes on interest and dividends. Additionally, foreign investments include the risk of loss from foreign government or political actions including, for example, the imposition of exchange controls, the imposition of tariffs, economic and trade sanctions or embargoes, confiscations, and other government restrictions, or from problems in registration, settlement or custody. These actions could range from changes in tax or trade statutes to terrorism, governmental collapse, regional conflicts and war. Investing in foreign investments may involve risks resulting from the reduced availability of public information concerning issuers. Foreign investments may be less liquid and their prices more volatile than comparable investments in U.S. issuers. Tactical Allocation Risk. The Fund has discretion to make short to intermediate term tactical allocations that increase or decrease the exposure to asset classes and investments. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund and/or cause the Fund to have a risk profile different than that portrayed above from time to time. 14
Limited Portfolio Holdings Risk. Because the Fund may hold large positions in a small number of Underlying Funds, an increase or decrease in the value of such securities may have a greater impact on the Fund’s value and total return. Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis, and other severe weather-related phenomena generally, and widespread disease and illness, including pandemics and epidemics (such as the novel coronavirus), have been and can be highly disruptive to economies and markets. Liquidity Risk. Liquidity risk is the risk that the Fund cannot meet requests to redeem Fund-issued shares without significantly diluting the remaining investors’ interest in the Fund. This may result when portfolio holdings may be difficult to value and may be difficult to sell, both at the time or price desired. Liquidity risk also may result from increased shareholder redemptions in the Fund. The Lincoln iShares® Global Growth Allocation Fund’s performance may be affected by one or more of the following risks: Market Risk. The value of portfolio investments may decline. As a result, your investment in the Fund may decline in value and you could lose money. Stock Investing Risk. Stocks generally fluctuate in value more than bonds and may decline significantly over short time periods. Stock prices overall may decline because stock markets tend to move in cycles, with periods of rising and falling prices. Fund of Funds Risk. The Fund bears all risks of an Underlying Fund’s investment strategies, including the risk that an Underlying Fund may not meet its investment objective which may negatively affect the Fund’s performance. In addition, the Fund indirectly will pay a proportional share of the fees and expenses of an Underlying Fund. Issuer Risk. The prices of, and the income generated by, portfolio securities may decline in response to various factors directly related to the issuers of such securities. Asset Allocation Risk. With an asset allocation strategy, the amount invested in various asset classes of securities may change over time. Asset allocation risk could result in an allocation to an underperforming asset class. Passive Management Risk. Index funds invest in the securities of an index rather than actively selecting among securities. With an indexing strategy there is no attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term period of poor investment performance. Value Stocks Risk. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks, such as growth stocks. Value stocks can continue to be inexpensive for long periods of time, may not ever realize their potential value, and may even go down in price. Growth Stocks Risk. Growth stocks, due to their relatively high market valuations, typically have been more volatile than value stocks. Growth stocks may not pay dividends, or may pay lower dividends, than value stocks and may be more adversely affected in a down market. Exchange-Traded Fund (“ETF”) Risk. ETFs generally reflect the risks of owning the underlying securities they hold, although lack of liquidity in ETF shares could result in the price of the ETF being more volatile. Small- and Medium-Cap Companies Risk. The value of securities issued by small- and medium-sized companies may be subject to more abrupt market movements and may involve greater risks than investments in larger companies. These less developed, lesser-known companies may experience greater risks than those normally associated with larger companies. 15
Interest Rate Risk. When interest rates rise, fixed income securities (i.e., debt obligations) generally will decline in value. These declines in value are greater for fixed income securities with longer maturities or durations. Credit Risk. Credit risk is the risk that the issuer of a debt obligation will be unable or unwilling to make interest or principal payments on time. Credit risk is often gauged by “credit ratings” assigned by nationally recognized statistical rating organizations (NRSROs). A decrease in an issuer’s credit rating may cause a decline in the value of the issuer’s debt obligations. However, credit ratings may not reflect the issuer’s current financial condition or events since the security was last rated by a rating agency. Credit ratings also may be influenced by rating agency conflicts of interest or based on historical data that are no longer applicable or accurate. Prepayment/Call Risk. Debt securities are subject to prepayment risk when the issuer can “call” the security, or repay principal, in whole or in part, prior to the security’s maturity. When the Fund reinvests the prepayments of principal it receives, it may receive a rate of interest that is lower than the rate on the called security. Mortgage-Backed Securities Risk. The value of mortgage-backed securities (commercial and residential) may fluctuate significantly in response to changes in interest rates. During periods of falling interest rates, underlying mortgages may be paid early, lowering the potential total return (pre-payment risk). During periods of rising interest rates, the rate at which the underlying mortgages are pre-paid may slow unexpectedly, causing the maturity of the mortgage-backed securities to increase and their value to decline (maturity extension risk). Below Investment Grade Bond Risk. Below investment grade bonds, otherwise known as “high yield” bonds or “junk” bonds, generally have a greater risk of principal loss than investment grade bonds. Below investment grade bonds are often considered speculative and involve significantly higher credit risk and liquidity risk. The value of these bonds may fluctuate more than the value of higher-rated debt obligations, and may decline significantly in periods of general economic difficulty or periods of rising interest rates and may be subject to negative perceptions of the junk bond markets generally and less secondary market liquidity. Foreign Investments Risk. Foreign investments have additional risks that are not present when investing in U.S. investments. Foreign currency fluctuations or economic or financial instability could cause the value of foreign investments to fluctuate. The value of foreign investments may be reduced by foreign taxes, such as foreign taxes on interest and dividends. Additionally, foreign investments include the risk of loss from foreign government or political actions including, for example, the imposition of exchange controls, the imposition of tariffs, economic and trade sanctions or embargoes, confiscations, and other government restrictions, or from problems in registration, settlement or custody. These actions could range from changes in tax or trade statutes to terrorism, governmental collapse, regional conflicts and war. Investing in foreign investments may involve risks resulting from the reduced availability of public information concerning issuers. Foreign investments may be less liquid and their prices more volatile than comparable investments in U.S. issuers. Emerging Markets Risk. Companies located in emerging markets tend to be less liquid, have more volatile prices, and have significant potential for loss in comparison to investments in developed markets. Foreign Currency Risk. Foreign currency risk is the risk that the U.S. dollar value of investments in foreign (non-U.S.) currencies or in securities that trade in, and receive revenues in, foreign (non-U.S.) currencies, may be negatively affected by changes in foreign (non-U.S.) currency rates. Currency exchange rates may fluctuate significantly over short periods of time. Regional Risk. The Fund will generally have more exposure to the specific market, currency, economic, political, regulatory, geopolitical, or other risks in the regions or countries in which it invests. As a result, the Fund could experience substantial illiquidity, volatility or reduction in the value of its investments, as compared to a more geographically-diversified fund. Derivatives Risk. Derivatives, such as futures, forwards, options, swaps, structured securities and other instruments are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. Derivatives may involve costs and risks that are different from, or possibly greater than, the costs and risks associated with investing directly in securities and other traditional investments. Derivatives prices can be volatile, may correlate imperfectly with price of the applicable underlying asset, reference rate or index and may move in 16
unexpected ways, especially in unusual market conditions, such as markets with high volatility or large market declines. Some derivatives are particularly sensitive to changes in interest rates. Other risks include the potential inability to terminate or sell derivative positions. Further, losses could result if the counterparty to a transaction does not perform as promised. Derivative instruments that involve a small initial investment relative to the risk assumed may be considered to be “leveraged,” which can magnify or otherwise increase investment losses. Futures Risk. A futures contract is considered a derivative because it derives its value from the price of the underlying security or financial index. The prices of futures contracts can be volatile, and futures contracts may be illiquid. In addition, there may be imperfect or even negative correlation between the price of the futures contracts and the price of the underlying securities. Losses on futures contracts may exceed the amount invested. Tactical Allocation Risk. The Fund has discretion to make short to intermediate term tactical allocations that increase or decrease the exposure to asset classes and investments. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund and/or cause the Fund to have a risk profile different than that portrayed above from time to time. Limited Portfolio Holdings Risk. Because the Fund may hold large positions in a small number of Underlying Funds, an increase or decrease in the value of such securities may have a greater impact on the Fund’s value and total return. Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis, and other severe weather-related phenomena generally, and widespread disease and illness, including pandemics and epidemics (such as the novel coronavirus), have been and can be highly disruptive to economies and markets. Liquidity Risk. Liquidity risk is the risk that the Fund cannot meet requests to redeem Fund-issued shares without significantly diluting the remaining investors’ interest in the Fund. This may result when portfolio holdings may be difficult to value and may be difficult to sell, both at the time or price desired. Liquidity risk also may result from increased shareholder redemptions in the Fund. The Lincoln iShares® U.S. Moderate Allocation Fund’s performance may be affected by one or more of the following risks: Market Risk. The value of portfolio investments may decline. As a result, your investment in the Fund may decline in value and you could lose money. Stock Investing Risk. Stocks generally fluctuate in value more than bonds and may decline significantly over short time periods. Stock prices overall may decline because stock markets tend to move in cycles, with periods of rising and falling prices. Fund of Funds Risk. The Fund bears all risks of an Underlying Fund’s investment strategies, including the risk that an Underlying Fund may not meet its investment objective which may negatively affect the Fund’s performance. In addition, the Fund indirectly will pay a proportional share of the fees and expenses of an Underlying Fund. Issuer Risk. The prices of, and the income generated by, portfolio securities may decline in response to various factors directly related to the issuers of such securities. Asset Allocation Risk. With an asset allocation strategy, the amount invested in various asset classes of securities may change over time. Asset allocation risk could result in an allocation to an underperforming asset class. Passive Management Risk. Index funds invest in the securities of an index rather than actively selecting among securities. With an indexing strategy there is no attempt to manage volatility, use defensive strategies, or reduce the effects of any long-term period of poor investment performance. Value Stocks Risk. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks, such as growth stocks. Value stocks can continue to be inexpensive for long periods of time, may not ever 17
realize their potential value, and may even go down in price. Growth Stocks Risk. Growth stocks, due to their relatively high market valuations, typically have been more volatile than value stocks. Growth stocks may not pay dividends, or may pay lower dividends, than value stocks and may be more adversely affected in a down market. Exchange-Traded Fund (“ETF”) Risk. ETFs generally reflect the risks of owning the underlying securities they hold, although lack of liquidity in ETF shares could result in the price of the ETF being more volatile. Small- and Medium-Cap Companies Risk. The value of securities issued by small- and medium-sized companies may be subject to more abrupt market movements and may involve greater risks than investments in larger companies. These less developed, lesser-known companies may experience greater risks than those normally associated with larger companies. Interest Rate Risk. When interest rates rise, fixed income securities (i.e., debt obligations) generally will decline in value. These declines in value are greater for fixed income securities with longer maturities or durations. Credit Risk. Credit risk is the risk that the issuer of a debt obligation will be unable or unwilling to make interest or principal payments on time. Credit risk is often gauged by “credit ratings” assigned by nationally recognized statistical rating organizations (NRSROs). A decrease in an issuer’s credit rating may cause a decline in the value of the issuer’s debt obligations. However, credit ratings may not reflect the issuer’s current financial condition or events since the security was last rated by a rating agency. Credit ratings also may be influenced by rating agency conflicts of interest or based on historical data that are no longer applicable or accurate. Prepayment/Call Risk. Debt securities are subject to prepayment risk when the issuer can “call” the security, or repay principal, in whole or in part, prior to the security’s maturity. When the Fund reinvests the prepayments of principal it receives, it may receive a rate of interest that is lower than the rate on the called security. Mortgage-Backed Securities Risk. The value of mortgage-backed securities (commercial and residential) may fluctuate significantly in response to changes in interest rates. During periods of falling interest rates, underlying mortgages may be paid early, lowering the potential total return (pre-payment risk). During periods of rising interest rates, the rate at which the underlying mortgages are pre-paid may slow unexpectedly, causing the maturity of the mortgage-backed securities to increase and their value to decline (maturity extension risk). Below Investment Grade Bond Risk. Below investment grade bonds, otherwise known as “high yield” bonds or “junk” bonds, generally have a greater risk of principal loss than investment grade bonds. Below investment grade bonds are often considered speculative and involve significantly higher credit risk and liquidity risk. The value of these bonds may fluctuate more than the value of higher-rated debt obligations, and may decline significantly in periods of general economic difficulty or periods of rising interest rates and may be subject to negative perceptions of the junk bond markets generally and less secondary market liquidity. Derivatives Risk. Derivatives, such as futures, forwards, options, swaps, structured securities and other instruments are financial contracts whose value depends on, or is derived from, the value of an underlying asset, reference rate or index. Derivatives may involve costs and risks that are different from, or possibly greater than, the costs and risks associated with investing directly in securities and other traditional investments. Derivatives prices can be volatile, may correlate imperfectly with price of the applicable underlying asset, reference rate or index and may move in unexpected ways, especially in unusual market conditions, such as markets with high volatility or large market declines. Some derivatives are particularly sensitive to changes in interest rates. Other risks include the potential inability to terminate or sell derivative positions. Further, losses could result if the counterparty to a transaction does not perform as promised. Derivative instruments that involve a small initial investment relative to the risk assumed may be considered to be “leveraged,” which can magnify or otherwise increase investment losses. Futures Risk. A futures contract is considered a derivative because it derives its value from the price of the underlying security or financial index. The prices of futures contracts can be volatile, and futures contracts may be illiquid. In addition, there may be imperfect or even negative correlation between the price of the futures contracts 18
and the price of the underlying securities. Losses on futures contracts may exceed the amount invested. Foreign Investments Risk. Foreign investments have additional risks that are not present when investing in U.S. investments. Foreign currency fluctuations or economic or financial instability could cause the value of foreign investments to fluctuate. The value of foreign investments may be reduced by foreign taxes, such as foreign taxes on interest and dividends. Additionally, foreign investments include the risk of loss from foreign government or political actions including, for example, the imposition of exchange controls, the imposition of tariffs, economic and trade sanctions or embargoes, confiscations, and other government restrictions, or from problems in registration, settlement or custody. These actions could range from changes in tax or trade statutes to terrorism, governmental collapse, regional conflicts and war. Investing in foreign investments may involve risks resulting from the reduced availability of public information concerning issuers. Foreign investments may be less liquid and their prices more volatile than comparable investments in U.S. issuers. Emerging Markets Risk. Companies located in emerging markets tend to be less liquid, have more volatile prices, and have significant potential for loss in comparison to investments in developed markets. TacticalAllocation Risk. The Fund has discretion to make short to intermediate term tactical allocations that increase or decrease the exposure to asset classes and investments. The Fund’s tactical allocation strategy may not be successful in adding value, may increase losses to the Fund and/or cause the Fund to have a risk profile different than that portrayed above from time to time. Limited Portfolio Holdings Risk. Because the Fund may hold large positions in a small number of Underlying Funds, an increase or decrease in the value of such securities may have a greater impact on the Fund’s value and total return. Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis, and other severe weather-related phenomena generally, and widespread disease and illness, including pandemics and epidemics (such as the novel coronavirus), have been and can be highly disruptive to economies and markets. Liquidity Risk. Liquidity risk is the risk that the Fund cannot meet requests to redeem Fund-issued shares without significantly diluting the remaining investors’ interest in the Fund. This may result when portfolio holdings may be difficult to value and may be difficult to sell, both at the time or price desired. Liquidity risk also may result from increased shareholder redemptions in the Fund. The LVIP Government Money Market Fund’s performance may be affected by one or more of the following risks: Credit Risk (Money Market). Credit risk refers to the possibility that the issuer of a debt security will not be able to make payments of principal and interest when due. Changes in an issuer’s credit rating or the market’s perception of an issuer’s credit-worthiness may also affect the value of the Fund’s investment in that issuer. Income Risk. The Fund’s yield will vary as short-term securities in its portfolio mature and proceeds are reinvested in securities with different interest rates. Interest Rate Risk. When interest rates rise, fixed income securities (i.e., debt obligations) generally will decline in value. These declines in value are greater for fixed income securities with longer maturities or durations. Market Risk. The value of portfolio investments may decline. As a result, your investment in the Fund may decline in value and you could lose money. Selection Risk. Selection risk is the risk that the securities selected will underperform the markets, the relevant indices, or the securities selected by other funds with similar investment objectives and investment strategies. Repurchase Agreement Risk. If the other party to a repurchase agreement defaults on its obligation under the agreement, the Fund may suffer delays and incur costs or lose money in exercising its rights under the agreement. 19
Stable Net Asset Value Risk. The Fund may not be able to maintain a stable net asset value (“NAV”) of $10.00 per share at all times. If the Fund fails to maintain a stable NAV (or if there is a perceived threat of such a failure), the Fund, along with other money market funds, could be subject to increased redemption activity. U.S. Government Obligations Risk. Certain U.S. Government agencies and U.S. Government sponsored enterprises are not guaranteed by the U.S. Government or supported by the full faith and credit of the United States. U.S. Treasury Obligations Risk. Direct obligations of the U.S. Treasury have historically involved little risk of loss of principal if held to maturity. However, due to fluctuations in interest rates, the market value of such securities may vary. Floating and Variable Rate Securities Risk. Variable rate securities (which include floating rate securities) generally are less sensitive to interest rate changes than fixed rate debt securities. However, the market value of variable rate debt securities may decline when prevailing interest rates rise if their interest rates do not rise as much, or as quickly, as interest rates in general. Conversely, variable rate securities will not generally increase in market value if interest rates decline. In addition, floating rate securities may be rated below investment grade (such securities are commonly referred to as “junk bonds”). The floating rate corporate loans and corporate debt securities in which the Fund invests are often issued in connection with highly leveraged transactions. Leveraged buyout loans are subject to greater credit risks than other investments including a greater possibility that the borrower may default or enter bankruptcy. When-Issued Securities, Delayed Delivery Securities and Forward Commitments Risk. A fund may purchase or sell securities that it is entitled to receive on a when issued basis. When-issued and delayed delivery securities and forward commitments involve the risk that the security will lose value prior to its delivery. There also is the risk that the security will not be issued or that the other party to the transaction will not meet its obligation. LIBOR Risk. Certain of the Fund’s investments and payment obligations may be based on floating interest rates, such as the London Interbank Offered Rate (“LIBOR”). In 2017, the head of the United Kingdom’s Financial Conduct Authority announced a desire to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement reference rate. As such, the potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund may invest cannot yet be determined. Natural Disaster/Epidemic Risk. Natural or environmental disasters, such as earthquakes, fires, floods, hurricanes, tsunamis, and other severe weather-related phenomena generally, and widespread disease and illness, including pandemics and epidemics (such as the novel coronavirus), have been and can be highly disruptive to economies and markets. PERFORMANCE AND FEE COMPARISON Comparison of Performance Information The following tables provide some indication of the risks of choosing to invest in the Funds. The information shows the average annual total returns of each Fund’s share classes. Performance in the average annual returns table does not reflect the impact of variable annuity or variable life contract expenses. Each Fund’s past performance will not necessarily an indication of how the Fund will perform in the future. | | | | | | | Average Annual Total Returns For period ended 12/31/21 | | | 1 Year | | Since Inception (2/1/17) | | | | Lincoln iShares® Fixed Income Allocation Fund | | -1.60% | | 3.77% | Bloomberg U.S. Aggregate Bond Index (reflects no deductions for fees, expenses or taxes) | | -1.54% | | 3.59% | Lincoln iShares Fixed Income Allocation Composite (reflects no deductions for fees, expenses or taxes) | | -1.54% | | 3.59% |
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* The Lincoln iShares Fixed Income Allocation Composite, an unmanaged index compiled by the Fund’s Adviser, is constructed as follows: 100% Bloomberg U.S. Aggregate Bond Index. The Lincoln iShares Fixed Income Allocation Composite shows how the Fund’s performance compares with the returns of an index that reflects a similar asset allocation to the market sectors in which the Fund invests. During the periods shown in the above table, the Fund’s highest return for a quarter occurred in the first quarter of 2020 at 3.53%. The Fund’s lowest return for a quarter occurred in the first quarter of 2018 at (1.93%). | | | | | | | Average Annual Total Returns For period ended 12/31/21 | | | 1 Year | | Since Inception (2/1/17) | | | | Lincoln iShares® Global Growth Allocation Fund | | 13.90% | | 11.34% | MSCI All Country World Index (net dividends) (reflects no deductions for fees, expenses or taxes) | | 18.54% | | 14.04% | Lincoln iShares Global Growth Allocation Composite (reflects no deductions for fees, expenses or taxes) | | 13.84% | | 12.04% |
* The Lincoln iShares Global Growth Allocation Composite, an unmanaged index compiled by the Fund’s Adviser, is constructed as follows: 49% MSCI All Country World Index, 30% Bloomberg U.S. Aggregate Bond Index, and 21% MSCI USA Index. The Lincoln iShares Global Growth Allocation Composite shows how the Fund’s performance compares with the returns of an index that reflects a similar asset allocation to the market sectors in which the Fund invests. During the periods shown in the above table, the Fund’s highest return for a quarter occurred in the second quarter of 2020 at 14.27%. The Fund’s lowest return for a quarter occurred in the first quarter of 2020 at (15.65%). | | | | | | | Average Annual Total Returns For period ended 12/31/21 | | | 1 Year | | Since Inception (2/1/17) | | | | Lincoln iShares® U.S. Moderate Allocation Fund | | 15.51% | | 11.43% | Russell 1000 Index (reflects no deductions for fees, expenses or taxes) | | 26.45% | | 18.29% | Lincoln iShares U.S. Moderate Allocation Composite (reflects no deductions for fees, expenses or taxes) | | 14.70% | | 12.72% |
* The Lincoln iShares U.S. Moderate Allocation Composite, an unmanaged index compiled by the Fund’s Adviser, is constructed as follows: 60% Russell 1000 Index and 40% Bloomberg U.S. Aggregate Bond Index. The Lincoln iShares U.S. Moderate Allocation Composite shows how the Fund’s performance compares with the returns of an index that reflects a similar asset allocation to the market sectors in which the Fund invests. During the periods shown in the above table, the Fund’s highest return for a quarter occurred in the second quarter of 2020 at 12.31%. 21
The Fund’s lowest return for a quarter occurred in the first quarter of 2020 at (13.04%). | | | | | | | | | Average Annual Total Returns For period ended 12/31/21 | | | 1 Year | | 5 Years | | 10 Years | | | | | LVIP Government Money Market Fund – Standard Class | | 0.02% | | 0.78% | | 0.40% |
During the periods shown in the above table, the Fund’s highest return for a quarter occurred in the second quarter of 2019 at 0.49%. The Fund’s lowest return for a quarter occurred in the third quarter of 2020 at 0.00%. The Fund’s 7-day, net yield for the period ended December 31, 2021 was 0.01%. Comparison of Fees and Expenses The following tables show the current fees and expenses of each Fund. The tables below do not reflect any Contract related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses. Lincoln iShares® Fixed Income Allocation Fund (Liquidating Fund) | | | | | Lincoln iShares® Fixed Income Allocation Fund – Standard Class | Shareholder fees (paid directly from Contract Owners your investment) | | None | Management Fees | | 0.25% | Distribution and/or shareholders. The agreement between Georgeson Inc. a Delaware corporation (operating through its ComputershareService (12b-1) Fees | | None | Other Expenses | | 40.99% | Acquired Fund Services division) (“CFS”)Fees and Lincoln Life states that CFS will provide proxy solicitation and tabulation services for a fee, including out-of-pocketExpenses (AFFE) | | 0.07% | Total Annual Fund Operating Expenses (including AFFE)1 | | 41.31% | Less Expense Reimbursement2 | | (41.09)% | Total Annual Fund Operating Expenses (After Expense Reimbursement) | | 0.22% |
1 | Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights table, which reflects only the operating expenses of approximately $75,000. All expenses incurred in connection with the preparationFund and does not include AFFE. |
2 | Lincoln Investment Advisors Corporation (the “Adviser”) has contractually agreed to waive the following portion of this Proxy Statement and the solicitationits advisory fee: 0.20% of instructions will be paid by the Fund. 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 will vote the 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 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 company howaverage daily net assets. The Adviser has also contractually agreed to vote is determined by applying the Contract Owner’s percentage interest inreimburse the Fund to the total numberextent that the Total Annual Fund Operating Expenses (excluding AFFE) exceed 0.15% of votes attributablethe Funds average daily net assets for the Standard Class. Any reimbursements made by the Adviser are subject to recoupment from the Fund. HoldersFund within three years after the occurrence of sharesthe reimbursement, provided that such recoupment shall not be made if it would cause annual Fund operating expenses of a class of the Fund asto exceed the lesser of (a) the expense limitation in effect at the time of the Record Date are entitled to one vote for each share held,reimbursement, or (b) the current expense limitation in effect, if any. Both agreements will continue through at least April 30, 2023 and a proportionate fractioncannot be terminated before that date without the mutual agreement of a vote for each fraction of a share held.
Lincoln Life and Lincoln New York will vote (i) shares owned by Lincoln Life and Lincoln New York; and (ii) the Fund’s shares held byBoard of Trustees and the Accounts for which no timely instructions are received, in proportionAdviser.
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Lincoln iShares® Global Growth Allocation Fund (Liquidating Fund) | | | | | Lincoln iShares® Global Growth Allocation Fund – Standard Class | Shareholder fees (paid directly from your investment) | | None | Management Fees | | 0.25% | Distribution and/or Service (12b-1) Fees | | None | Other Expenses | | 9.27% | Acquired Fund Fees and Expenses (AFFE) | | 0.07% |
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| | | Total Annual Fund Operating Expenses (including AFFE)1 | | 9.59% | Less Expense Reimbursement2 | | (9.32)% | Total Annual Fund Operating Expenses (After Expense Reimbursement) | | 0.27% |
1 | Total Annual Fund Operating Expenses do not correlate to the voting instructionsratio of expenses to average net assets appearing in the Financial Highlights table, which are received with respect toreflects only the Fund, even if only a relatively 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 sharesoperating expenses of the Fund held by eachand does not include AFFE. |
2 | Lincoln Investment Advisors Corporation (the “Adviser”) has contractually agreed to waive the following portion of their separate accounts in accordance withits advisory fee: 0.12% of 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,Fund’s average daily net assets. The Adviser has also contractually agreed to reimburse the votes represented by those instructions will be cast FOR the Proposal and Lincoln Life and Lincoln New York may vote in accordance with their judgment with respect to other matters not now knownFund to the Boardextent that maythe Total Annual Fund Operating Expenses (excluding AFFE) exceed 0.20% of the Funds average daily net assets for the Standard Class. Any reimbursements made by the Adviser are subject to recoupment from the Fund within three years after the occurrence of the reimbursement, provided that such recoupment shall not be presentedmade if it would cause annual Fund operating expenses of a class of the Fund to exceed the lesser of (a) the expense limitation in effect at the Meeting.time of the reimbursement, or (b) the current expense limitation in effect, if any. Both agreements will continue through at least April 30, 2023 and cannot be terminated before that date without the mutual agreement of the Fund’s Board of Trustees and the Adviser. |
Lincoln iShares® U.S. Moderate Allocation Fund (Liquidating Fund) | | | | | Lincoln iShares® U.S. Moderate Allocation Fund – Standard Class | Shareholder fees (paid directly from your investment) | | None | Management Fees | | 0.25% | Distribution and/or Service (12b-1) Fees | | None | Other Expenses | | 8.64% | Acquired Fund Fees and Expenses (AFFE) | | 0.06% | Total Annual Fund Operating Expenses (including AFFE)1 | | 8.95% | Less Expense Reimbursement2 | | (8.70)% | Total Annual Fund Operating Expenses (After Expense Reimbursement) | | 0.25% |
1 | Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights table, which reflects only the operating expenses of the Fund and does not include AFFE. |
2 | Lincoln Investment Advisors Corporation (the “Adviser”) has contractually agreed to waive the following portion of its advisory fee: 0.15% of the Fund’s average daily net assets. The Adviser has also contractually agreed to reimburse the Fund to the extent that the Total Annual Fund Operating Expenses (excluding AFFE) exceed 0.19% of the Funds average daily net assets for the Standard Class. Any reimbursements made by the Adviser are subject to recoupment from the Fund within three years after the occurrence of the reimbursement, provided that such recoupment shall not be made if it would cause annual Fund operating expenses of a class of the Fund to exceed the lesser of (a) the expense limitation in effect at the time of the reimbursement, or (b) the current expense limitation in effect, if any. Both agreements will continue through at least April 30, 2023 and cannot be terminated before that date without the mutual agreement of the Fund’s Board of Trustees and the Adviser. |
LVIP Government Money Market Fund (Default Investment Option) | | | | | LVIP Government Money Market Fund – 9Standard Class
| Shareholder fees (paid directly from your investment) | | None | Contract Owners may vote by mail, telephone, Management Fees
| | 0.36% | Distribution and/or Internet. Voting instructions must be received by 5:00 p.m. Eastern time on March 23, 2021.Service (12b-1) Fees | | None | Other Expenses | | 0.06% | Total Annual Fund Operating Expenses | | 0.42% |
Expense Example The following example is intended to help you compare the costs of investing in the Funds with the cost of investing in other investment options. The example assumes that you invest $10,000 in a Fund for the time periods indicated; 23
your investment has a 5% return each year; the Funds’ operating expenses remain the same; and any fee waiver or expense limitation agreements are not renewed after their expiration dates described in the footnotes to the expense table above. This example does not reflect any Contract related fees and expenses, including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. See your Contract prospectus for more information about Contract charges. The results apply whether or not you redeem your investment at the end of the given period. Although your actual costs may be higher or lower, based on these assumptions your costs would be: | | | | | | | | | Fund/Class | | 1 year | | 3 years | | 5 years | | 10 years | Lincoln iShares® Fixed Income Allocation Fund – Standard Class | | $23 | | $5,821 | | $8,174 | | $9,611 | Lincoln iShares® Global Growth Allocation Fund – Standard Class | | $28 | | $1,945 | | $3,691 | | $7,400 | Lincoln iShares® U.S. Moderate Allocation Fund – Standard Class | | $26 | | $1,827 | | $3,489 | | $7,103 | LVIP Government Money Market Fund – Standard Class | | $43 | | $135 | | $235 | | $530 |
ADDITIONAL INFORMATION ABOUT THE LIQUIDATION Purchases and Transfers into the Liquidating Funds If the Plan of Liquidation is approved, purchases and transfers into the Liquidating Funds may not be accepted after the close of business on [August [05], 2022]. 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 Funds will be deemed as a request for the purchase or redemption of shares of the applicable Default Investment Option. Transfers out of the Liquidating Funds Shareholders may transfer out of the Liquidating Funds into any other investment option available under their Contract at any time up to the close of business on [August [05], 2022]. Any shares of the Liquidating Funds held at the close of business on [August [05], 2022] will be liquidated and automatically reinvested in shares of the applicable Default Investment Option. Transfers out of the Liquidating Funds 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 Funds 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 Funds, such as holding another vote or seeking a substitution order from the SEC to substitute a Contract Owner’s interest in the Liquidating Funds with an interest in another fund. GENERAL INFORMATION ABOUT THIS PROXY Share Ownership 24
At the close of business on [July [XX], 2022] (the “Record Date”), there were [XXX,XXX] outstanding Standard Class shares of the Lincoln iShares® Fixed Income Allocation Fund, [XXX,XXX] outstanding Standard Class shares of the Lincoln iShares® Global Growth Allocation Fund, and [XXX,XXX] outstanding Standard Class shares of the Lincoln iShares® U.S. Moderate Allocation Fund.] Only the Standard Class of the Liquidating Funds are offered as investments within Lincoln Contracts. Lincoln Life and Lincoln New York are the record owners of the shares of the Liquidating Funds underlying the Contracts, but are soliciting voting instructions from Contract Owners having contract value invested in the Liquidating Funds (a beneficial interest) through their respective separate accounts. Because the Liquidating Funds are available as investments 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 Funds (i.e., by owning more than 25%). [As of the Record Date, Lincoln Life and Lincoln New York owned: [[XXXXX] and [XXXXX] shares of the Lincoln iShares® Fixed Income Allocation Fund , which represents [XX.XX]% and [X.XX]% of the Lincoln iShares® Fixed Income Allocation Fund’s outstanding shares; [XXXXX] and [XXXXX] shares of the Lincoln iShares® Global Growth Allocation Fund, which represents [XX.XX]% and [X.XX]% of the Lincoln iShares® Global Growth Allocation Fund’s outstanding shares; and [XXXXX] and [XXXXX] shares of the Lincoln iShares® U.S. Moderate Allocation Fund, which represents [XX.XX]% and [X.XX]% of the Lincoln iShares® U.S. Moderate Allocation Fund’s outstanding shares]. To the knowledge of the Trust, as of the Record Date, no current Trustee or executive officer of the Trust owned any separate account units attributable to 1% or more of the assets of any class of the Liquidating Fund.] As of [July [XX], 2022], there were [XX] shareholders that held 5% or more of the outstanding shares of any share class of the Lincoln iShares® Fixed Income Allocation Fund, except for the insurance company shareholders. As of [July [XX], 2022], there were [XX] shareholders that held 5% or more of the outstanding shares of any share class of the Lincoln iShares® Global Growth Allocation Fund, except for the insurance company shareholders. As of [July [XX], 2022], there were [XX] shareholders that held 5% or more of the outstanding shares of any share class of the Lincoln iShares® U.S. Moderate Allocation Fund, except for the insurance company shareholders. As of [July [XX], 2022], Lincoln Life and Lincoln New York beneficially own [XXXXX] shares of the Lincoln iShares® Fixed Income Allocation Fund, [XXXXX] shares of the Lincoln iShares® Global Growth Allocation, and [XXXXX] shares of the Lincoln iShares® U.S. Moderate Allocation Fund, meaning these shares are not owned (beneficially or otherwise) by Contract Owners. Lincoln Life and Lincoln New York intend to vote these shares “FOR” the proposed Plan of Liquidation which has been approved by the Trust’s Board, including a majority of the Independent Trustees. Solicitation of Proxies In addition to the solicitation of voting instruction forms and proxy cards by mail, officers and employees of the Trust, without additional compensation, may solicit voting and proxy instructions in person, by telephone, and electronically, including through the Internet. [The Trust also may engage a third-party vendor to solicit proxies from Contract Owners or shareholders. The agreement between Georgeson 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 a fee, including out-of-pocket expenses, of approximately $5,000.] All expenses incurred in connection with the preparation of this Proxy Statement and the solicitation of instructions will be paid by 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 will vote the Liquidating Funds’ 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 Liquidating Funds 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 company how to vote is determined by applying the Contract Owner’s percentage interest in the Liquidating Funds to the total number of votes attributable to the Liquidating Funds. Holders of shares of the Liquidating Funds as of the Record Date are entitled to one vote for each share held, and a proportionate fraction of a vote for each fraction of a share held. 25
Lincoln Life and Lincoln New York will vote (i) shares owned by Lincoln Life and Lincoln New York; and (ii) the Liquidating Funds’ shares held by the Accounts for which no timely instructions are received, in proportion to the voting instructions which are received with respect to the Liquidating Funds 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 Funds held by each of their separate accounts in accordance with the proxy voting instructions received from their 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 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. Contract Owners may vote by mail[, telephone, Internet] or in person. Voting instructions must be received by [XX:00 p.m. Eastern Time on August [XX], 2022]. If you vote by mail, the voting instruction proxy card 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 the Trust (at the address of the 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. Quorum A quorum of shareholders is necessary to hold a valid meeting and to consider the Proposal in this Proxy Statement. Holders of 331⁄3% of the outstanding shares of the Liquidating Funds 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 held 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 are the owners of record of all of the outstanding shares of the Liquidating Funds, a quorum is expected to be present at the Meeting. Effects of Abstentions and Broker Non-Votes Abstentions will be 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 Funds 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 instructions are received for a separate account, Lincoln Life and/or Lincoln New York will vote any shares held by such separate account in the same 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 adjournments thereof, will be determined as of the Record Date. As a result of this proportional voting, a small number of Contract Owners may determine the outcome of a vote. A broker non-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 broker non-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 Proposal and the Proposal is the only item being submitted to shareholders for approval at the Meeting, the Trust does not expect there to be any broker non-votes on the Proposal. Adjournment 26
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 the Liquidating Funds prior to any adjournment as to which sufficient votes have been received for approval. Other Matters 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 intend to vote the Liquidating Funds’ 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) that properly come before the Meeting. Contract Owner and Shareholder Proposals Under authority granted to the Trustees by the Trust By-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 Liquidating Funds. The submission of a proposal does not guarantee its inclusion in the proxy statement and is subject to limitations under the Federal securities laws. The 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 the 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 the Trust located at 1301 South Harrison Street, Fort Wayne, Indiana 46802. Proposals must be received a reasonable time before the Liquidating Funds begin to print and mail the proxy materials for the 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 the Trust. Communications to the Board Shareholders/Contract Owners who wish to communicate to the full Board or to any individual Trustee may address correspondence to the Trust’s Board of Trustees, c/o The Lincoln National Life Insurance Company at P.O. Box 2340, Fort Wayne, Indiana 46802. Without opening any such correspondence, the Trust’s management promptly will forward all such correspondence to the intended recipient(s). OTHER INFORMATION Investment Adviser The Adviser is located at 150 North Radnor-Chester Road, Radnor, Pennsylvania 19087. The Adviser is a 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 December 31, 2022, the Adviser had more than $126.4 billion in assets under management. 27
Principal Underwriter and Distributor Lincoln Financial Distributors, Inc. (“LFD”), is located at 130 North Radnor-Chester Road, Radnor, Pennsylvania 19087 and is an affiliate of the Adviser. Administrator Lincoln Life is located at 1301 South Harrison St., Fort Wayne, Indiana 46802 and is an affiliate of the Adviser. Lincoln Life provides various administrative services necessary for the operation of the Trust. Householding Only one copy of this Proxy Statement is mailed to households, even if more than one person in a household is a shareholder of record, unless the Liquidating Funds have 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 the Trust by calling 1-800-454-6265 or if using regular mail, by writing to the Trust at P.O. Box 2340, Fort Wayne, Indiana 46801 or if using express mail, by writing to the Trust at 1301 S. Harrison St., Fort Wayne, Indiana 46802. The 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 any Semi-Annual Report of the Liquidating Funds without charge, by calling the Trust at 1-800-454-6265 or if using regular mail, by writing to the Trust at P.O. Box 2340, Fort Wayne, Indiana 46801 or if using express mail, by writing to the Trust at 1301 S. Harrison St., Fort Wayne, Indiana 46802. You can also access the Annual Reports and Semi-Annual Reports 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. |
| Ø | VOTE TELEPHONICALLY BY CALLING (866) 298-8476. |
| Ø | VOTE ON THE INTERNET BY LOGGING ONTO WWW.PROXY-DIRECT.COM AND FOLLOWING THE ONLINE INSTRUCTIONS.] |
VOTING INSTRUCTIONS MUST BE RECEIVED BY [[XX]:00 P.M. EASTERN TIME ON August [XX], 2022]. VOTES CAST BY MAIL NEED TO BE RECEIVED AT THE ADDRESS SHOWN ON THE ENCLOSED POSTAGE PAID ENVELOPE. 28
| Ø | VOTE IN PERSON AT THE SHAREHOLDER MEETING ON [AUGUST [XX], 2022 AT [XX]:00 A.M. EASTERN TIME] AT THE OFFICES OF THE TRUST LOCATED AT [150 NORTH RADNOR-CHESTER ROAD, RADNOR, PENNSYLVANIA 19087.] |
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APPENDIX A FORM OF PLAN OF LIQUIDATION The following Plan of Liquidation (“Plan”), separately on behalf of the funds named in Schedule A (the “Funds”), each a series of the Lincoln Variable Insurance Products Trust (the “Trust”), organized and existing under the laws of the State of Delaware and an open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”), is intended to accomplish the complete liquidation (“Liquidation”) of the Funds. 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 and By-Laws. WHEREAS, the Trust’s Board of Trustees (“Board”) has determined that the continuation of the Funds would not be in the best interests of the Funds or their shareholders after considering several factors, including but not limited to: The current and expected size of the Funds; The recommendation of Lincoln Investment Advisors Corporation, the Funds’ investment adviser (the “Adviser”), to liquidate the Funds; The terms and conditions of the proposed Plan; and That the Adviser, and not the Funds, 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 Funds and their shareholders to (1) liquidate the Funds, in order to preserve as much of the Funds’ assets as possible for distribution to the Funds’ then-current shareholders, and (2) adopt this Plan as the method of liquidating the Funds; and WHEREAS, on June 7-8, 2022, the Board unanimously approved this Plan as being in the best interests of the Funds and their shareholders and adopted this Plan as the method of liquidating the Funds. NOW, THEREFORE, the liquidation of the Funds shall be carried out in the manner hereinafter set forth: | 1. | Effective Date of Plan. The Plan shall become effective on [August [05], 2022], or such other date to be determined by the Chief Executive Officer (“CEO”), President or any Vice President of the Trust (hereinafter, the “Effective Date”). |
| 2. | Solicitation of and Notice to Shareholders. Prior to the Effective Date, the Funds shall, to the extent required under the 1940 Act and applicable law, have obtained shareholder approval of the Liquidation. Prior to the Effective Date, the Funds shall provide; (a) notice to the appropriate shareholders to the effect that this Plan has been approved by the Board and that on [August [05], 2022] or such other date as determined by the CEO, President or any Vice President of the Trust (hereinafter, the “Liquidation Date”), all outstanding shares of the Funds shall be liquidated; and (b) any other information required or appropriate under the 1940 Act or other applicable law. |
| 3. | Cessation of Business. On and after the Effective Date, the Funds shall not engage in any business activities except for the purposes of winding up their business and affairs, preserving the value of their assets, and distributing their remaining assets ratably among the shareholders of the outstanding shares of the FundFunds, in accordance with the provisions of the Plan, after discharging or making reasonable provision for the Funds’ liabilities. |
| 4. | Restriction of Sale of Funds Shares. On or before the Effective Date, the Trust shall cease accepting purchase orders for the Funds (including reinvestment of dividends and purchases via automatic investment plans). |
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| 5. | Liquidation of Assets. On or before the Liquidation Date, the Funds shall convert all portfolio securities of the Funds to cash or cash equivalents. |
| 6. | Satisfaction of Federal Income and Excise Tax Distribution Requirements. On or prior to the Liquidation Date, the officers of the Trust shall declare and pay a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the Funds’ shareholders all of the Funds’ net tax exempt income and investment company taxable income attributable to the Funds for the taxable years ending at or prior to the Liquidation Date (computed without regard to any deduction for dividends paid), and all of the Funds’ net capital gains, if any, realized in the taxable years ending at or prior to the Liquidation Date (after reduction for any available capital loss carry-forward) and any additional amounts necessary to avoid any excise tax for such periods. |
| 7. | Payment of Debts. On or prior to the Liquidation Date, the Funds shall pay, or make reasonable provision to pay, in full, all known or reasonably ascertainable liabilities, claims and obligations, including, without limitation, all contingent, conditional or unmatured claims and obligations, known to the Funds and all claims and obligations which are known to the Funds but for which the identity of the claimant is unknown. Such amounts shall include, without limitation, all charges, taxes and expenses of the Funds, whether due, accrued or anticipated, that have been incurred or are expected to be incurred by the Funds. |
| 8. | Liquidating Distribution. On the Liquidation Date, the Funds shall distribute to the insurance company separate accounts for the benefit of the Funds’ shareholders of record as of the close of business on the Recordbusiness day preceding the Liquidation Date, presentall of the remaining assets of the Funds in person or by proxy at the Meeting, shall constitute a quorum. In the absencecomplete cancellation and redemption of a quorum, a simple 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 held 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 are the owners of record of all of the outstanding shares of the Fund, a quorum is expectedFunds (the “Liquidation Proceeds”), |
| a. | except for cash, bank deposits or cash equivalents in an estimated amount necessary to be present at the Meeting. Effects of Abstentions(i) discharge any unpaid liabilities and Broker Non-Votes
Abstentions will be 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 sharesobligations of the Fund held in each of its separate accounts for which it hasFunds on the Funds’ books on the Liquidation Date, including, but not received timely instructions (or for which a voting instruction proxy card is not properly executed) inlimited to, income dividends and capital gains distributions, if any, payable through the same proportionLiquidation Date, and (ii) pay such contingent liabilities as it votes shares held by that separate account for which it has received instructions. If no instructions are received for a separate account, Lincoln Life and/or Lincoln New York will vote any shares held by such separate account in the same proportion as votes cast by all of its other separate accounts inBoard shall reasonably deem to exist against 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 adjournments thereof, will be determined asassets of the Record Date. As a result of this proportional voting, a small number of Contract Owners may determineFunds on the outcome of a vote.Funds’ books;
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| b. | 10
A broker non-vote occursprovided 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 Funds shall be disclaimed, and any and all resulting recoveries shall be returned to the Trust, and shall not be distributed to the Funds’ shareholders of record.
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| 9. | Liquidation. The Funds shall be liquidated on the Liquidation Date in accordance with Section 331 of the Code. |
| 10. | Management and Expenses of the Funds. The Adviser shall bear all the expenses, other than extraordinary expenses, that would otherwise be attributed to the Funds 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 Funds’ normal and customary fees and expenses accrued by the Funds through the Liquidation Date, provided that such accrued amounts are first applied to pay for the Funds’ normal and customary fees and expenses. |
| 11. | Receipt of Cash or Other Distributions After the Liquidation Date. Following the Liquidation Date, if the Funds receive any form of cash or is or becomes entitled to any other distributions that it had not recorded on their 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 shareholder meeting whenpoint 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). |
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| 12. | Lost Shareholders. If the Trust is unable to pay redemption proceeds to shareholders of the Funds 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 Funds, a trust or account with a financial institution and, subject to applicable abandoned property laws, deposit any remaining assets of the Funds in such trust for the benefit of the shareholders are askedthat 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 both “routine”necessary or desirable to carry out the purposes of the Plan, including the execution and “non-routine” proposals. In such a case, if a broker-dealer votes onfiling of certificates, documents, information returns, tax returns and other papers that may be necessary or appropriate to implement the “routine” proposal, but does not vote on the “non-routine” proposal because (a) the shares entitled to cast the vote are heldPlan or that may be required by the broker-dealerprovisions 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 “street name” for the beneficial owner, (b)Plan. |
| 14. | Amendment or Abandonment of Plan and Shareholder Approval of Plan. The Board shall have the broker-dealer lacks discretionary authority to voteauthorize or ratify such variations from or amendments of the shares; and (c)provisions of the broker-dealer has not received voting instructions fromPlan as may be necessary or appropriate to effect the beneficial owner, a broker non-vote is said to occur with respect toliquidation of the “non-routine” proposal. Because broker-dealers generally will not have discretionary authority to vote the shares held by the beneficial owners on the ProposalFunds, and the Proposal is the only item being submitteddistribution of their net assets to shareholders for approval atin accordance with the Meeting, the Trust does not expect there to be any broker non-votes on the Proposal. Adjournment
In the event that sufficient votes to approve a proposal are not received, the persons named as proxies may propose one or more adjournmentslaws of the Meeting to permit further solicitationState of proxies. Any such adjournment will require an affirmative vote byDelaware, the holders of a simple majority of1940 Act, 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 solicitationCode, and the information toTrust’s Declaration of Trust and By-Laws, if the Board determines that such action would be provided to shareholders with respect to the reasons for the solicitation. Generally, votes castadvisable and 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 allthe Funds and their shareholders. As stated above, abstentions will have no effect onIf any proposal to adjourn the Meeting. A shareholder vote may be taken with respect to the Fund prior to any adjournment as to which sufficient votes have been received for approval.
Other Matters 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 Lifeamendment or modification appears necessary and Lincoln New York intend to vote the Fund’s shares in accordance with the judgment of the Board on such matters. The persons named as proxies onwill materially and adversely affect the enclosed proxy card will vote their proxies in their discretion on any other items (other than the Proposal) that properly come before the Meeting.
Contract Owner and Shareholder Proposals
Under authority granted to the Trustees by the Trust By-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
11
called if they can obtain the written request of Contract Owners indirectly or shareholders directly, representing certain stipulated percentagesinterests of the outstanding voting securitiesFunds’ shareholders, the Funds’ 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. The submission of a proposal does not guarantee its inclusionFunds and their shareholders. This Plan shall be deemed abandoned in the proxy statement and is subjectevent the Funds’ shareholders do not approve the Plan.
|
| 15. | Changes to limitations under the Federal securities laws. The 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 the 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 SecretaryDates. Each officer of the Trust located at 1300 South Clinton Street, Fort Wayne, Indiana 46802. Proposals must be received a reasonable time beforemay modify or extend any of the Fund begins to print and maildates specified in the proxy materialsPlan for the meeting. More detailed information on these procedures for Contract Owners or shareholders may be obtained from Lincoln Life, Lincoln New York ortaking of any action in connection with the Secretaryimplementation of the Trust. CommunicationsPlan (including, but not limited to, the Board
Shareholders/Contract Owners who wishEffective 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 Funds or to communicateprotect the interest of the shareholders of the Funds.
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| 16. | No Personal Obligations. The obligation of the Trust entered into in the name or on behalf of the Trust or Funds 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 fullFunds. |
| | IN WITNESS WHEREOF, the Board orhas caused this Plan to any individual Trustee may address correspondence to LVIP Board of Trustees, c/o The Lincoln National Life Insurance Company at P.O. Box 2340, Fort Wayne, Indiana 46802. Without opening any such correspondence, the Trust’s management promptly will forward all such correspondence to the intended recipient(s). OTHER INFORMATION
Investment Adviser
The Adviser is located at 150 North Radnor-Chester Road, Radnor, Pennsylvania 19087. The Adviser is a 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 December 31, 2020, the Adviser had approximately $111.8 billion in assets under management.
Investment Subadvisers
Goldman Sachs Asset Management, L.P. (“GSAM”) has been registered as an investment adviser with the SEC since 1990 and is an indirect, wholly-owned subsidiary of The Goldman Sachs Group, Inc. and an affiliate of Goldman, Sachs & Co. LLC. The principal address of GSAM is 200 West Street, New York, New York 10282.
12
Effectivebe approved on or about April 1, 2021, AllianceBernstein L.P. (“AllianceBernstein”) serves as a subadviser to the Fund. AllianceBernstein is registered as an investment adviser with the SEC. AllianceBernstein is a Delaware limited partnership, the majority limited partnership units in which are held, directly and indirectly, by its parent company AXA Equitable Holdings, Inc. (“EQH”), a publicly traded holding company for a diverse group of financial services companies. The principal address of AllianceBernstein is 1345 Avenuebehalf of the Americas, New York, New York 10105. AllianceBernstein and its affiliates had assets under management of approximately $686 billion as of December 31, 2020.*Funds.
Schroder Investment Management North America Inc. (“SIMNA”), located at 7 Bryant Park, New York, NY 10018, is a wholly-owned subsidiary of Schroders plc, a publicly-owned holding company organized under the laws of England. SIMNA is registered as an investment adviser with the SEC.
* Prior to April 1, 2021, Wellington Management Company LLP (“Wellington Management”) serves as a subadviser to the Fund. Wellington Management is a Delaware limited liability partnership with principal offices at 280 Congress Street, Boston, Massachusetts 02210. Wellington Management is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 80 years. Wellington Management is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. Wellington Management is registered as an investment adviser with the SEC.
Principal Underwriter and Distributor
Lincoln Financial Distributors, Inc. (“LFD”), is located at 130 North Radnor-Chester Road, Radnor, Pennsylvania 19087 and is an affiliate of the Adviser.
Administrator
Lincoln Life is located at 1300 South Clinton Street, Fort Wayne, Indiana 46802 and is an affiliate of the Adviser. Lincoln Life provides various administrative services necessary for the operation of the Trust.
Householding
Only one copy of this Proxy Statement is mailed to households, even if more than one person in a household is a shareholder of record, unless the 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
13
would rather receive just one copy for the household, please contact the Trust by calling 1-800-454-6265 or if using regular mail, by writing to the Trust at P.O. Box 2340, Fort Wayne, Indiana 46801 or if using express mail, by writing to the Trust at 1300 South Clinton Street, Fort Wayne, Indiana 46802. The 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 any Semi-Annual Report of the Fund without charge, by calling the Trust at 1-800-454-6265 or if using regular mail, by writing to the Trust at P.O. Box 2340, Fort Wayne, Indiana 46801 or if using express mail, by writing to the Trust at 1300 South Clinton Street, Fort Wayne, Indiana 46802. You can also access the Annual Reports and Semi-Annual Reports at www.lfg.com/lvip.
PLEASE:
| ➣ | PROMPTLY EXECUTE AND RETURN THE ENCLOSED VOTING INSTRUCTION PROXY CARD. A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
|
OR
| ➣ | VOTE TELEPHONICALLY BY CALLING (800) 337-3503.
|
OR
| ➣ | VOTE ON THE INTERNET BY LOGGING ONTO WWW.PROXY-DIRECT.COM AND FOLLOWING THE ONLINE INSTRUCTIONS.
|
VOTING INSTRUCTIONS MUST BE RECEIVED BY 5:00 P.M. EASTERN TIME ON MARCH 23, 2021. VOTES CAST BY MAIL NEED TO BE RECEIVED AT THE ADDRESS SHOWN ON THE ENCLOSED POSTAGE PAID ENVELOPE.
OR
| ➣ | VOTE AT THE VIRTUAL SHAREHOLDER MEETING ON MARCH 26, 2021 AT 11:00 A.M. EASTERN TIME.
|
14
EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
| | | | | | | EASY VOTING OPTIONS: | | | | | | | | VOTE ON THE INTERNET | | | | | Log on to: | | | www.proxy-direct.com
or scan the QR code
| | | Follow the on-screen instructions | | | available 24 hours | | | | | | | |
| | | | | VOTE BY TELEPHONE | | | Call 1-800-337-3503 | | | Follow the recorded instructions | | | available 24 hours | | | | | | | | | | | | | VOTE BY MAIL | | | | | Vote, sign and date your | | | Proxy Card and return it in the | | | postage-paid envelope | | | | | | | | VIRTUAL MEETING | | | | | at the following Website: | | | www.meetingcenter.io/226534742 | | | on March 26, 2021 at 11:00 a.m. Eastern Time | | | To participate in the Virtual Meeting, enter the | | | 14-digit control number from the shaded box | | | on this card. | | | The Password for this meeting is | | | LVIP2021 |
Please detach at perforation before mailing.
PROXY LVIP BLENDED LARGE CAP GROWTH MANAGED VOLATILITY 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 MARCH 26, 2021
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, Samuel K. Goldstein, 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 share classes of the LVIP Blended Large Cap Growth Managed Volatility Fund, a series of the Lincoln Variable Insurance Products Trust with respect to which the undersigned is entitled to vote at the Special Meeting of Shareholders to be held over the internet in a virtual meeting format at the following website: www.meetingcenter.io/ 226534742 on March 26, 2021, at 11:00 a.m. Eastern Time and at any adjournments or postponements thereof. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The Password for this meeting is LVIP2021.
I acknowledge receipt
| On behalf of the Notice of the Special Meeting of the Shareholders and accompanying Proxy Statement dated January 26, 2021.Funds | | By: ____________________________ | Name: Benjamin A. Richer | Title: Senior Vice President | Date: |
| | | | | | | A-3
SCHEDULE A VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503
| LIN_31854_010821
PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.Lincoln iShares® Fixed Income Allocation Fund
|
EVERY SHAREHOLDER’S VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
LVIP Blended Large CapLincoln iShares® Global Growth Managed VolatilityAllocation Fund
Special Meeting of Shareholders to be held virtually on March 26, 2021.
| The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/lin-31854Lincoln iShares® U.S. Moderate Allocation Fund
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-4
SAMPLE VOTING INSTRUCTION CARD EVERY SHAREHOLDER’S VOTE IS IMPORTANT! EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY TELEPHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date your Proxy Card and return it in the postage-paid envelope THANK YOU FOR VOTING VOTING INSTRUCTION CARD 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. Lincoln iShares® Fixed Income Allocation Fund Lincoln iShares® Global Growth Allocation Fund Lincoln iShares® U.S. Moderate Allocation Fund (the “Funds”) (each a series of Lincoln Variable Insurance Products Trust) 150 N. Radnor-Chester Rd. Radnor, PA 19087 JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [AUGUST [XX], 2022] THIS VOTING INSTRUCTION CARD IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE LINCOLN VARIABLE INSURANCE PRODUCTS TRUST. [INSURANCE COMPANY DROP 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 that are attributable to his or her contract or interest therein and held in the Company separate account, at the Joint Special Meeting of Shareholders to be held on [August [XX], 2022] and at any adjournments or postponements thereof. If you sign on the reverse side but do not mark instructions, the Company will vote all shares of the Funds 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 VOTE VIA VIA THE THE TELEPHONE: INTERNET: www1 .proxy -800-337 -direct -3503 .com PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN THIS VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE. [LI______ ]
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! Important Notice Regarding the Availability of Proxy Materials for the Lincoln iShares® Fixed Income Allocation Fund, Lincoln iShares® Global Growth Allocation Fund and Lincoln iShares® U.S. Moderate Allocation Fund Joint Special Meeting of Shareholders to Be Held on [August XX, 2022]. The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/lin-[____] 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 Joint 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 provisions approve of the a liquidation Plan of Liquidation of the assets approved and dissolution by the Board of the of Trustees Funds pursuant of the Trust. to the ☐ ☐ ☐ 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. 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. Date (mm/dd/yyyy) — Please print date Signature 1 — Please keep signature Signature 2 — Please keep signature below within the box within the box // Scanner bar code xxxxxxxxxxxxxx LIN1 ______ M xxxxxxxx +
SAMPLE PROXY CARD EVERY SHAREHOLDER’S VOTE IS IMPORTANT! EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY TELEPHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date your Proxy Card and return it in the postage-paid envelope THANK YOU FOR VOTING PROXY 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. Lincoln iShares® Fixed Income Allocation Fund Lincoln iShares® Global Growth Allocation Fund Lincoln iShares® U.S. Moderate Allocation Fund (the “Funds”) (each a series of Lincoln Variable Insurance Products Trust) 150 N. Radnor-Chester Rd. Radnor, PA 19087 JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [AUGUST [XX], 2022] 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) Benjamin A. Richer, Samuel K. Goldstein, James Hoffmeyer, or any of them as Proxies of the undersigned with full power of substitution, to vote and act with respect to all share classes of the Funds, each a series of the Lincoln Variable Insurance Products Trust, with respect to which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders to be held on [August [XX], 2022], and at any adjournments or postponements thereof. I acknowledge receipt of the Notice of the Joint Special Meeting of the Shareholders and accompanying Proxy Statement dated [July [XX], 2022]. VOTE VOTE VIA VIA THE THE TELEPHONE: INTERNET: www. 1-800-337-3503 proxy-direct.com PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. [LI______ ]
EVERY SHAREHOLDER’S VOTE IS IMPORTANT! Important Notice Regarding the Availability of Proxy Materials for the Lincoln iShares® Fixed Income Allocation Fund, Lincoln iShares® Global Growth Allocation Fund and Lincoln iShares® U.S. Moderate Allocation Fund Joint Special Meeting of Shareholders to Be Held on [August XX, 2022]. The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/lin-[____] 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 Joint 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 provisions approve of the a liquidation Plan of Liquidation of the assets approved and dissolution by the Board of the of Trustees Funds pursuant of the Trust. to the ☐ ☐ ☐ 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. 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. Date (mm/dd/yyyy) — Please print date Signature 1 — Please keep signature Signature 2 — Please keep signature below within the box within the box // Scanner bar code xxxxxxxxxxxxxx LIN1 ______ M xxxxxxxx + | | Proposal The Board of Trustees unanimously recommends a vote “FOR” Proposal 1. | | | | | FOR
| | AGAINST
| | ABSTAIN
| 1.
| | To approve changing the Fund’s sub-classification from “diversified” to “non-diversified” and approve the elimination of a related fundamental investment restriction.
| | ☐
| | ☐
| | ☐
| 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.
| | | | | | |
| | | | | | | | | | | | | | | 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.
|
| | | | | | | | | Date (mm/dd/yyyy) — Please print date below
| | | | Signature 1 — Please keep signature within the box | | | | Signature 2 — Please keep signature within the box | / / | | | | | | | | | | | | |
| | | | | xxxxxxxxxxxxxx | | LIN1 31854 | | M xxxxxxxx |
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
| | | Follow the on-screen instructions | | | available 24 hours | | | | | | | |
| | | | | VOTE BY TELEPHONE | | | Call 1-866-298-8476 | | | 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 | | | | | | | | VIRTUAL MEETING | | | | | at the following Website: | | | www.meetingcenter.io/226534742, | | | on March 26, 2021 at 11:00 a.m. Eastern Time | | | To participate in the Virtual Meeting, enter the | | | 14-digit control number from the shaded box | | | on this card. | | | The Password for this meeting is | | | LVIP2021 |
Please detach at perforation before mailing.
VOTING INSTRUCTION CARD
LVIP BLENDED LARGE CAP GROWTH MANAGED VOLATILITY 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 MARCH 26, 2021
THIS VOTING INSTRUCTION CARD IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
INSURANCE COMPANY DROP-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 LVIP Blended Large Cap Growth Managed Volatility 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 over the internet in a virtual meeting format at the following website: www.meetingcenter.io/226534742 on March 26, 2021, at 11:00 a.m. Eastern Time and at any adjournments or postponements thereof. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The Password for this meeting is LVIP2021.
If you sign on the reverse side but do not mark instructions, the Company will vote all shares of the 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
| | | |
LIN_31854_010821_VI
PLEASE VOTE, SIGN AND DATE ON THE REVERSE SIDE AND RETURN THE VOTING INSTRUCTION CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
EVERY CONTRACT OWNER’S VOTE IS IMPORTANT!
Important Notice Regarding the Availability of Proxy Materials for the
LVIP Blended Large Cap Growth Managed Volatility Fund
Special Meeting of Shareholders to be held virtually on March 26, 2021.
The Proxy Statement for this meeting is available at: https://www.proxy-direct.com/lin-31854
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 changing the Fund’s sub-classification from “diversified” to “non-diversified” and approve the elimination of a related fundamental investment restriction.
| | ☐
| | ☐
| | ☐
| 3.
| | 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.
| | | | | | |
| | | | | | | | | | | | | | | 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 | / / | | | | | | | | | | | | |
| | | | | xxxxxxxxxxxxxx | | LIN2 31854 | | M xxxxxxxx |
|