FORM OF AMENDMENT NO. 2 TO THE SUB-MANAGEMENT AND COMPLIANCE SERVICES AGREEMENT
Exhibit 99.(d)(7)
FORM OF AMENDMENT NO. 2
TO THE
SUB-MANAGEMENT AND COMPLIANCE SERVICES AGREEMENT
AMENDMENT NO. 2 effective [ ], 2026 (“Amendment No. 2”), to the Sub-Management and Compliance Services Agreement dated April 28, 2025 (the “Agreement”) by and among VENERABLE INVESTMENT ADVISERS, LLC, a Delaware limited liability company (the “Manager”), VENERABLE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), and ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT, LLC, a Washington limited liability company (the “Sub-Manager”).
WHEREAS, the Manager, the Trust and the Sub-Manager desire to add a newly registered series (the “New Fund”) to the Agreement;
NOW THEREFORE, the Manager, the Trust and the Sub-Manager agree to modify and amend the Agreement as follows:
| 1. |
New Fund. Effective [ ], 2026, the following New Fund is hereby added to the Agreement on the terms and conditions contained in the Agreement: |
Venerable Real Estate Fund
| 2. | Duration of Agreement for the New Fund. Unless otherwise terminated, the Agreement shall continue in effect with respect to the New Fund for two years from the date specified in Section 1 above, and from year to year thereafter so long as such continuance is specifically approved at least annually (i) by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities of the New Fund, and (ii) by vote of a majority of the members of the Board of Trustees of the New Fund who are not “interested persons” of the Trust or the Investment Adviser, in accordance with the requirements of the Investment Company Act of 1940, as amended. |
| 3. | Schedule 1. Schedule 1 to the Agreement is hereby replaced in its entirety by Schedule 1 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, the parties have executed and delivered this Amendment No. 2 as of the date first set forth above.
| VENERABLE INVESTMENT ADVISERS, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT, LLC | ||
| By: | ||
| Name: | ||
| Title: | ||
| VENERABLE VARIABLE INSURANCE TRUST | ||
| By: | ||
| Name: | ||
| Title: | ||
AMENDMENT NO. 2
Schedule 1
Sub-Manager shall receive a fee from the Manager at the following annual rate based upon the applicable Fund’s average daily net assets:
| Fund | Fee |
| Venerable Large Cap Index Fund | [ ]% |
| Venerable Moderate Allocation Fund | [ ]% |
| Venerable US Large Cap Core Equity Fund | [ ]% less the dollar amount of sub-advisory fees due from the Manager to the Fund’s other sub-advisers |
| Venerable Emerging Markets Equity Fund | [ ]% less the dollar amount of sub-advisory fees due from the Manager to the Fund’s other sub-advisers |
| Venerable World Equity Fund | [ ]% less the dollar amount of sub-advisory fees due from the Manager to the Fund’s other sub-advisers |
| Venerable International Index Fund | [ ]% |
| Venerable Mid Cap Index Fund | [ ]% |
| Venerable Small Cap Index Fund | [ ]% |
| Venerable Conservative Allocation Fund | [ ]% |
| Venerable Conservative Appreciation Allocation Fund | [ ]% |
| Venerable World Conservative Allocation Fund | [ ]% |
| Venerable Moderate Appreciation Allocation Fund | [ ]% |
| Venerable Appreciation Allocation Fund | [ ]% |
| Venerable World Moderate Allocation Fund | [ ]% |
| Venerable World Appreciation Allocation Fund | [ ]% |
| Venerable Real Estate Fund | [ ]% less the dollar amount of sub-advisory fees due from the Manager to the Fund’s other sub-advisers |