Form 485BPOS LINCOLN VARIABLE INSURAN

June 5, 2026 12:49 PM EDT
As filed with the Securities and Exchange Commission on June 5, 2026
1933 Act Registration No. 333-292754
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST-EFFECTIVE AMENDMENT NO. 2
LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
(Exact Name of Registrant as Specified in Charter)
John Morriss, President
1301 South Harrison Street
Fort Wayne, Indiana 46802
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (260) 455-2000
Paul T. Chryssikos, Esquire
Lincoln Financial
150 N. Radnor-Chester Road
Radnor, PA 19087
(Name and Address of Agent for Service)
Copies of all communications to:
Robert A. Robertson, Esquire
Dechert, LLP
US Bank Tower
633 West 5th Street, Suite 4900
Los Angeles, CA 90071-2013
It is proposed that this filing will become effective:
[X] immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] on ________________ pursuant to paragraph (a) of Rule 485
Title of Securities Being Registered: Shares of Beneficial Interest.
 

LINCOLN VARIABLE INSURANCE PRODUCTS TRUST

Explanatory Note

Registration Statement on Form N-14 filed with the Securities Exchange Commission (the “SEC”) on January 15, 2026, relating to the reorganization of ClearBridge Variable Appreciation Portfolio, ClearBridge Variable Dividend Strategy Portfolio, ClearBridge Variable Large Cap Growth Portfolio, and ClearBridge Variable Large Cap Value Portfolio (“Acquired Funds”) with and into the corresponding LVIP ClearBridge Appreciation Fund, LVIP ClearBridge Dividend Strategy Fund, LVIP ClearBridge Large Cap Growth Fund, and LVIP ClearBridge Large Cap Value Fund (“Acquiring Funds”) (Accession 0001193125-26-014151).

The purpose of this Post-Effective Amendment No. 2 to the Registration Statement on Form N-14 is to file the final agreement and plan of reorganization and tax opinions for the reorganization of the Acquired Fund identified below, with and into the Acquiring Fund.

 

Acquired Funds

   

Acquiring Funds

ClearBridge Variable Appreciation Portfolio    LVIP ClearBridge Appreciation Fund
ClearBridge Variable Dividend Strategy Portfolio    LVIP ClearBridge Dividend Strategy Fund
ClearBridge Variable Large Cap Growth Portfolio    LVIP ClearBridge Large Cap Growth Fund
ClearBridge Variable Large Cap Value Portfolio    LVIP ClearBridge Large Cap Value Fund

 

1

Part C - Other Information
Item 15. Indemnification
As permitted by Sections 17(h) and 17(i) of the Investment Company Act of 1940 (the “1940 Act”) and pursuant to Article VII, Section 2 of the Trust's Agreement and Declaration of Trust (Exhibit 28(a) to the Registration Statement) and Article VI of the Trust's By-Laws (Exhibit 28(b) to the Registration Statement), officers, trustees, employees and agents of the Registrant will not be liable to the Registrant, any stockholder, officer, director, trustee, employee, agent or other person for any action or failure to act, except for bad faith, willful misfeasance, gross negligence or reckless disregard of duties, and those individuals may be indemnified against liabilities in connection with the Registrant, subject to the same exceptions. Subject to the standards set forth in the governing instrument of the Trust, Section 3817 of Title 12, Part V, Chapter 38, of the Delaware Code permits indemnification of trustees or other persons from and against all claims and demands. The Independent Trustees have entered into an Indemnification Agreement with the Trust which obligates the Trust to indemnify the Independent Trustees in certain situations and which provides the procedures and presumptions with respect to such indemnification obligations.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “1933” Act) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission (“SEC”) such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer, or controlling person of the Registrant in connection with the successful defense of any action, suit or proceeding) is asserted against the Registrant by such trustee, officer or controlling person in connection with the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.
The Registrant has purchased an insurance policy insuring its officers, trustees and directors against liabilities, and certain costs of defending claims against such officers and directors, to the extent such officers and directors are not found to have committed conduct constituting willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. The insurance policy will also insure the Registrant against the cost of indemnification payments to officers and trustees under certain circumstances.
Section 9 of the Investment Management Agreements (Exhibits 28(d)(1) and (2) to the Registration Statement) limits the liability of Lincoln Financial Investments Corporation (“LFI”) to liabilities arising from willful misfeasance, bad faith or gross negligence in the performance of its respective duties or from reckless disregard by LFI of its respective obligations and duties under the Agreements. Certain other agreements to which the Trust is a party also contain indemnification provisions.
The Registrant hereby undertakes that it will apply the indemnification provisions of its By-Laws in a manner consistent with SEC Release No. 11330 so long as the interpretations of Sections 17(h) and 17(i) of the 1940 Act remain in effect and are consistently applied.
Item 16. Exhibits
Defined Terms for Exhibits:
•
Lincoln Financial Investments Corporation (“LFI”)
•
Lincoln Variable Insurance Products Trust (“LVIP Trust”)
•
Lincoln Financial Distributors, Inc. (“LFD”)
•
The Lincoln National Life Insurance Company (“Lincoln Life”)
•
Lincoln Life & Annuity Company of New York (“Lincoln New York”)
•
Post-Effective Amendment (“PEA”)
Each of the following exhibits are incorporated by reference herein to the previously filed documents indicated, except as otherwise noted: 
1
 
(b)
 
(c)
 
(d)
(5)
 
Articles II, VII, and VIII of the Agreement and Declaration of Trust and Articles III, V and VI of the Amended Bylaws,
incorporated by reference into Exhibits (a) and (b) hereto, define the rights of holders of shares.
(6)
Investment Advisory Contracts.
 
(a)
 
 
(1)
 
 
(2)
 
(b)
 
(c)
Reserved.
 
(d)
Sub-Advisory Contracts.
 
 
(1)
 
 
 
(i)
 
 
(2)
 
 
 
(i)
 
 
 
(ii)
 
 
(3)
 
 
 
(i)
 
 
(4)
 
 
 
(i)
 
 
(5)
 
 
(6)
 
 
 
(i)
 
 
 
(ii)
 
 
 
(iii)
 
 
(7)
 
 
 
(i)
2
 
 
(8)
 
 
 
(i)
 
 
(9)
 
 
 
(i)
 
 
 
(ii)
 
 
(10)
 
 
(11)
Reserved.
 
 
(12)
 
 
 
(i)
 
 
(13)
 
 
(14)
 
 
 
(i)
 
 
 
(ii)
 
 
(15)
 
 
 
(i)
 
 
(16)
 
 
 
(i)
 
 
(17)
 
 
 
(i)
 
 
(18)
 
 
(19)
 
 
(20)
 
 
 
(i)
 
 
 
(ii)
 
 
 
(iii)
3
 
 
 
(iv)
 
 
 
(v)
 
 
 
(vi)
 
 
 
(vii)
 
 
(21)
 
 
 
(i)
 
 
 
(ii)
 
 
(22)
 
 
 
(i)
 
 
(23)
 
 
(24)
 
 
 
(i)
 
 
 
(ii)
 
 
(25)
 
 
 
(i)
 
 
(26)
 
 
 
(i)
 
 
 
(ii)
 
 
(27)
 
 
 
(i)
 
 
 
(ii)
 
 
 
(iii)
 
 
(28)
 
 
 
(i)
4
 
 
(29)
 
 
 
(i)
 
 
(30)
 
 
(31)
 
 
(32)
 
 
 
(i)
 
 
(33)
Reserved.
 
 
(34)
 
 
(35)
 
 
 
(i)
 
 
 
(ii)
 
 
(36)
 
 
 
(i)
 
 
 
(ii)
 
 
(37)
 
 
 
(i)
 
 
(38)
 
 
 
(i)
 
 
 
(ii)
 
 
(39)
 
 
 
(i)
 
 
 
(ii)
 
 
 
(iii)
 
 
(40)
 
 
 
(i)
 
 
(41)
5
 
 
 
(i)
 
 
(42)
 
 
 
(i)
 
 
 
(ii)
 
 
(43)
 
 
(44)
 
 
(45)
 
 
(46)
 
 
(47)
 
 
(48)
 
 
(49)
 
 
(50)
 
 
(51)
 
 
(52)
 
 
(53)
 
 
(54)
(7)
Underwriting Contracts.
 
(a)
 
 
(1)
 
 
(2)
(8)
N/A
(9)
Custodian Agreements.
 
(a)
 
 
(1)
 
 
(2)
 
 
(3)
6
(10)
Rule 12b-1 Plan and Rule 18f-3 Plan.
 
(a)
 
 
(1)
 
(b)
 
 
(1)
 
 
(2)
 
(c)
(11)
Legal Opinion.
 
(a)
 
(b)
 
(c)
 
(d)
 
(e)
 
(f)
 
(g)
 
(h)
 
(i)
 
(j)
 
(k)
(12)
(a)
N/A
(13)
Other Material Contracts.
 
(a)
 
 
(1)
 
(b)
 
 
 
(i)
 
 
 
(ii)
 
(c)
 
 
(1)
 
 
(2)
 
(d)
 
 
(1)
7
 
 
(2)
 
(e)
Consulting Agreements
 
 
(1)
 
 
(2)
 
(f)
 
(g)
(14)
(a)
 
(b)
(15)
N/A
(16)
(a)
(17)
Codes of Ethics.
 
(a)
 
(b)
 
(c)
(18)
N/A
Item 17. Undertakings
(1) The undersigned Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is part of this registration statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The undersigned Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as part of an amendment to the registration statement and will not be used until the amendment is effective, and that, in determining any liability under the 1933 Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.
(3) The undersigned Registrant agrees to file by Post-Effective Amendment the opinions and consents of counsel regarding the tax consequences of the proposed reorganizations required by Item 16(12) of Form N-14 within a reasonable time after receipt of such opinions.
8

SIGNATURE PAGE
As required by the Securities Act of 1933, this Registration Statement has been signed on behalf of the Registrant, in the city of Fort Wayne and the State of Indiana, on this 5th, day of June 2026.  
LINCOLN VARIABLE INSURANCE PRODUCTS TRUST
By: /s/Gordon Huellmantel
Gordon Huellmantel
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in their capacities and on the date indicated above. 
Signature
Title
By:
/s/John Morriss*
John Morriss
Chairman of the Board, Trustee and President
(Principal Executive Officer)
By:
/s/James Hoffmayer
James Hoffmayer
Chief Accounting Officer
(Principal Accounting Officer and Principal Financial Officer)
/s/Steve A. Cobb*
Steve A. Cobb
Trustee
/s/Peter F. Finnerty*
Peter F. Finnerty
Trustee
/s/Ken C. Joseph*
Ken C. Joseph
Trustee
/s/Barbara L. Lamb*
Barbara L. Lamb
Trustee
/s/Pamela L. Salaway*
Pamela L. Salaway
Trustee
/s/Manisha A. Thakor*
Manisha A. Thakor
Trustee
/s/Brian W. Wixted*
Brian W. Wixted
Trustee
/s/Nancy B. Wolcott*
Nancy B. Wolcott
Trustee
By:
/s/Gordon Huellmantel
Gordon Huellmantel
Attorney-in-Fact

ATTACHMENTS / EXHIBITS

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION

AGREEMENT AND PLAN OF REORGANIZATION

AMENDMENT TO SUB-ADVISORY AGREEMENT, LFI & BLACKROCK

OPINION OF COUNSEL, DECHERT

OPINION OF COUNSEL, DECHERT

OPINION OF COUNSEL, DECHERT

OPINION OF COUNSEL, DECHERT

OPINION OF COUNSEL, DECHERT

OPINION OF COUNSEL, DECHERT

OPINION OF COUNSEL, DECHERT

OPINION OF COUNSEL, DECHERT

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