AMENDMENT NO. 1 TO THE RULE 22C-2 AGREEMENT

AMENDMENT NO. 1

TO THE

AMENDMENT NO. 1 effective August 8, 2025 (“Amendment No. 1”), to the Rule 22c-2 Agreement dated September 6, 2024 (the “Agreement”) between Venerable Investment Advisers, LLC (the "Adviser”) as investment adviser and administrator for each of the Venerable Variable Insurance Trust funds listed on the Schedule A thereto (the “Venerable Funds”) and Venerable Insurance and Annuity Company (the “Intermediary”).

WHEREAS, the Adviser and the Intermediary desire to add newly registered funds (the “New Funds”) to the Agreement;

WHEREAS, capitalized terms used but not defined herein shall have the meaning set forth in the Agreement;

NOW THEREFORE, the Adviser and the Intermediary agree to modify and amend the Agreement as follows:

New Funds. Effective August 8, 2025 (the “Effective Date”), the following New Funds are hereby added to the Agreement on the terms and conditions contained in the Agreement:

Venerable US Large Cap Core Equity Fund

Venerable US Small Cap Fund

Venerable International Index Fund

Venerable Mid Cap Index Fund

Venerable Small Cap Index Fund

Venerable Bond Index Fund

Venerable World Conservative Allocation Fund

Venerable World Moderate Allocation Fund

Venerable World Appreciation Allocation Fund

Venerable Emerging Markets Equity Fund

Venerable World Equity Fund

Venerable Intermediate Corporate Bond Index Fund

Venerable Conservative Allocation Fund

Venerable Conservative Appreciation Allocation Fund

Venerable Moderate Appreciation Allocation Fund

Venerable Appreciation Allocation Fund

Schedule A. Schedule A to the Agreement is hereby replaced in its entirety by Schedule A attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 1 to be executed in its name and on its behalf by its duly authorized officer as of the date first written above.


Venerable Insurance and Annuity Company		Venerable Investment Advisers, LLC


By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇	By:	/s/ ▇▇▇▇▇▇ ▇▇▇▇

Name and Title:	▇▇▇▇▇▇▇ ▇▇▇▇, Head of Risk Strategy	Name and Title:	▇▇▇▇▇▇ ▇▇▇▇, Head of VIA

AMENDMENT NO.1

SCHEDULE A

Venerable Investment Advisers, LLC (“Adviser”) is investment adviser and administrator for each of the following Venerable Funds:

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