FORM OF AMENDMENT NO. 1 TO THE SUB-ADMINISTRATION, RESEARCH AND DUE DILIGENCE, AND COMPLIANCE SERVICES AGREEMENT
Exhibit 99.(d)(12)
FORM OF
AMENDMENT NO. 1
TO THE
SUB-ADMINISTRATION, RESEARCH AND DUE DILIGENCE, AND COMPLIANCE SERVICES AGREEMENT
AMENDMENT NO. 1 effective [ ], 2025 (“Amendment No. 1”), to the Discretionary Sub-Management Agreement dated April 28, 2025 (the “Agreement”) by and among VENERABLE INVESTMENT ADVISERS, LLC, a Delaware limited liability company (the “VIA”), VENERABLE VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), and ▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT, LLC, a Washington limited liability company (the “RIM”) (the “Agreement”).
WHEREAS, VIA, the Trust and RIM desire to add newly registered series (the “New Funds”) to the Agreement;
NOW THEREFORE, VIA, the Trust and RIM agree to modify and amend the Agreement as follows:
| 1. |
New Funds. Effective [ ], 2025, the following New Funds are hereby added to the Agreement on the terms and conditions contained in the Agreement: |
Venerable US Small Cap Fund
Venerable Bond Index Fund
Venerable Intermediate Corporate Bond Index Fund
| 2. | Duration of Agreement for the New Funds. Unless otherwise terminated, the Agreement shall continue in effect with respect to a 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.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first above set forth.
VENERABLE INVESTMENT ADVISERS, LLC
| By: |
| Name: |
| Title: |
▇▇▇▇▇▇▇ INVESTMENT MANAGEMENT, LLC
| By: |
| Name: |
| Title: |
VENERABLE VARIABLE INSURANCE TRUST
| By: |
| Name: |
| Title: |
AMENDMENT NO. 1
Schedule 1
RIM shall receive a fee from VIA at the following annual rate based upon the applicable Fund’s average daily net assets:
| Fund | Fee |
| Venerable High Yield Fund | [ ]% |
| Venerable Strategic Bond Fund | [ ]% |
| Venerable US Large Cap Strategic Equity Fund | [ ]% |
| Venerable US Small Cap Fund | [ ]% |
| Venerable Bond Index Fund | [ ]% |
| Venerable Intermediate Corporate Bond Index Fund | [ ]% |