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1900 K Street, N.W. Washington, DC
20006-1110 +1 202 261 3300 Main +1 202 261 3333 Fax
www.dechert.com |
October 30, 2026
Lincoln
Variable Insurance Products Trust
P.O. Box 2340
Fort Wayne,
Indiana 46801
| Re: |
Lincoln Variable Insurance Products Trust |
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File Nos. 033-70742 and 811-08090 |
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Post-Effective Amendment No. 281 to the Registration Statement on Form
N-1A |
Ladies and Gentlemen:
We have acted as counsel to Lincoln Variable Insurance Products Trust (the “Trust” or the “Registrant”), a Delaware statutory trust, in
connection with the filing of Post-Effective Amendment No. 281 to the Registrant’s registration statement on Form N-1A under the Securities Act of 1933 (the “1933 Act”) and Amendment
No. 284 under the Investment Company Act of 1940 (the “Registration Statement”) relating to the issuance and sale by the Registrant of its authorized shares, divided into the Series and Classes listed in Appendix A hereto.
In connection with the opinion set forth herein, we have examined the following documents: the Trust’s Agreement and Declaration of Trust dated
February 1, 2003, the Trust’s Amended and Restated By-Laws dated December 11, 2024 and such other Trust records, certificates, resolutions or documents that we have deemed relevant in order to
render the opinion expressed herein. In addition, we have reviewed and relied upon the certificate referred to below issued by the Delaware Secretary of State.
In rendering this opinion, we have assumed, without independent verification: (i) the due authority of all individuals signing in representative
capacities and the genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that any resolutions provided have been duly adopted by the Trust’s Board
of Trustees; (iv) that the facts contained in the instruments, certificates or statements of public officials and officers or representatives of the Trust on which we have relied for the purposes of this opinion are true and correct; and
(v) that no amendments, agreements, resolutions or actions have been approved, executed or adopted which would limit, supersede or modify the items described above. Where documents are referred to in resolutions approved by the Trust’s
Board of Trustees, or in the Registration Statement, we have assumed such documents are the same as in the most recent form provided to us, whether as an exhibit to the Registration Statement or otherwise.
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October 30, 2026 Page 2 |
This opinion is limited to the Delaware Statutory Trust Act statute, and we express no opinion with respect
to the laws of any other jurisdiction or to any other laws of the State of Delaware. Further, we express no opinion as to compliance with any state or federal securities laws, including the securities laws of the State of Delaware.
Based upon the foregoing, and subject to the assumptions and qualifications set forth in this letter, we are of the opinion that the shares of each Series and
Class of the Trust to be sold pursuant to the Registration Statement have been duly authorized for issuance and, when issued and delivered, against payment therefor in accordance with the terms, conditions, requirements and procedures described
in the Registration Statement, will be validly issued and, subject to the qualifications set forth in the Trust’s Agreement and Declaration of Trust, fully paid and non-assessable Shares (as defined in
the Trust’s Agreement and Declaration of Trust). In this regard, we note that, pursuant to Article IV, Section 5 of the Trust’s Agreement and Declaration of Trust, the Trust’s Board of Trustees has the power, as frequently as
it may determine, to cause each Shareholder (as defined therein) of the Trust, or each Shareholder of any particular Series (as defined therein), to pay directly, in advance or arrears, expenses of the Trust as discussed therein
(“Expenses”) in an amount fixed from time to time by the Board of Trustees, by setting off such Expenses due from such Shareholder from declared but unpaid dividends or distributions owed such Shareholder and/or by reducing the number of
Shares in the account of such Shareholder by that number of full and/or fractional Shares which represents the outstanding amount of such Expenses due from such Shareholder, provided that the direct payment of such Expenses by Shareholders is
permitted under applicable law.
In rendering the opinion above, insofar as it relates to the valid existence of the Trust, we have relied solely on a
certificate of the Secretary of State of the State of Delaware, dated as of a recent date, and such opinion is limited accordingly and is rendered as of the date of such certificate.
We express no opinion as to any other matter other than as expressly set forth above, and no other opinion is intended or may be inferred herefrom. The
opinion expressed herein is given as of the date hereof, and we undertake no obligation and hereby disclaim any obligation to advise you of any change after the date of this opinion pertaining to any matter referred to herein.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the Securities and Exchange Commission, and to
the use of our name in the Registration Statement. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act or the rules and regulations thereunder.