Venerable High Yield Fund

Class I

VHYIX

Semi-Annual Shareholder Report

June 30, 2025

This semi-annual shareholder report contains important information about Venerable High Yield Fund for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at https://docs.venerable.com/#/venerable-variable-insurance-trust. You can also request this information by contacting us at (800) 336-0066.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of $10,000 Investment	Costs Paid as % of $10,000 Investment
Class I	$40	0.79%

Key Fund Statistics

Net Assets (thousands)$559,001
Total Number of Portfolio Holdings 231
Total Advisory Fees Paid (thousands) $1,837
Portfolio Turnover Rate19%

Graphical Representation of Holdings

Asset Type Exposure

Value	Value
Other	1.2%
Preferred Stocks	0.2%
Long-Term Fixed Income Investments	98.6%

Long-Term Fixed Income Exposure

(% of Net Assets)

Value	Value
Corporate Bonds and Notes	82.4%
International Debt	14.3%
United States Government Agencies	1.9%
Other	1.4%

Additional Information

For additional information about the Fund, including its prospectus, financial information, holdings and proxy voting information, visit https://docs.venerable.com/#/venerable-variable-insurance-trust.

Venerable High Yield Fund

Class V

VHYVX

Semi-Annual Shareholder Report

June 30, 2025

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of $10,000 Investment	Costs Paid as % of $10,000 Investment
Class V	$36	0.72%

Key Fund Statistics

Net Assets (thousands)$559,001
Total Number of Portfolio Holdings 231
Total Advisory Fees Paid (thousands) $1,837
Portfolio Turnover Rate19%

Graphical Representation of Holdings

Asset Type Exposure

Value	Value
Other	1.2%
Preferred Stocks	0.2%
Long-Term Fixed Income Investments	98.6%

Long-Term Fixed Income Exposure

(% of Net Assets)

Value	Value
Corporate Bonds and Notes	82.4%
International Debt	14.3%
United States Government Agencies	1.9%
Other	1.4%

Additional Information

Venerable Large Cap Index Fund

Class V

VVLVX

Semi-Annual Shareholder Report

June 30, 2025

This semi-annual shareholder report contains important information about Venerable Large Cap Index Fund for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at https://docs.venerable.com/#/venerable-variable-insurance-trust. You can also request this information by contacting us at (800) 336-0066.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of $10,000 Investment	Costs Paid as % of $10,000 Investment
Class V	$26	0.51%

Key Fund Statistics

Net Assets (thousands)$3,265,545
Total Number of Portfolio Holdings 506
Total Advisory Fees Paid (thousands) $2,371
Portfolio Turnover Rate9%

Graphical Representation of Holdings

Asset Type Exposure

Value	Value
Short-Term Investments	1.0%
Common Stocks	99.0%

Sector Exposure - Common Stocks

(% of Net Assets)

Value	Value
Technology	40.6%
Financial Services	14.7%
Consumer Discretionary	14.0%
Health Care	9.0%
Producer Durables	7.3%
Consumer Staples	3.8%
Utilities	3.6%
Materials and Processing	3.0%
Energy	3.0%
Other	1.0%

Additional Information

Venerable Moderate Allocation Fund

Class V

VMAVX

Semi-Annual Shareholder Report

June 30, 2025

This semi-annual shareholder report contains important information about Venerable Moderate Allocation Fund for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at https://docs.venerable.com/#/venerable-variable-insurance-trust. You can also request this information by contacting us at (800) 336-0066.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of $10,000 Investment	Costs Paid as % of $10,000 Investment
Class V	$9	0.17%

Key Fund Statistics

Net Assets (thousands)$2,245,156
Total Number of Portfolio Holdings 3
Total Advisory Fees Paid (thousands) $558
Portfolio Turnover Rate5%

Graphical Representation of Holdings

Asset Type Exposure

Value	Value
Investments in Affiliated Funds	100.0%

Underlying Affiliated Fund Type Exposure

(% of Net Assets)

Value	Value
Domestic Equities	60.4%
Fixed Income	39.6%

Additional Information

Venerable Strategic Bond Fund

Class I

VVBIX

Semi-Annual Shareholder Report

June 30, 2025

This semi-annual shareholder report contains important information about Venerable Strategic Bond Fund for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at https://docs.venerable.com/#/venerable-variable-insurance-trust. You can also request this information by contacting us at (800) 336-0066.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of $10,000 Investment	Costs Paid as % of $10,000 Investment
Class I	$30	0.59%

Key Fund Statistics

Net Assets (thousands)$1,706,626
Total Number of Portfolio Holdings 470
Total Advisory Fees Paid (thousands) $3,848
Portfolio Turnover Rate60%

Graphical Representation of Holdings

Asset Type Exposure

Value	Value
Other	(18.0)%
Short-Term Investments	2.1%
Long-Term Fixed Income Investments	115.9%

Long-Term Fixed Income Exposure

(% of Net Assets)

Value	Value
Mortgage-Backed Securities	43.8%
United States Government Treasuries	34.0%
Corporate Bonds and Notes	25.7%
International Debt	9.2%
Asset-Backed Securities	3.2%
Other	(15.9)%

Additional Information

Venerable Strategic Bond Fund

Class V

VVBVX

Semi-Annual Shareholder Report

June 30, 2025

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of $10,000 Investment	Costs Paid as % of $10,000 Investment
Class V	$40	0.80%

Key Fund Statistics

Net Assets (thousands)$1,706,626
Total Number of Portfolio Holdings 470
Total Advisory Fees Paid (thousands) $3,848
Portfolio Turnover Rate60%

Graphical Representation of Holdings

Asset Type Exposure

Value	Value
Other	(18.0)%
Short-Term Investments	2.1%
Long-Term Fixed Income Investments	115.9%

Long-Term Fixed Income Exposure

(% of Net Assets)

Value	Value
Mortgage-Backed Securities	43.8%
United States Government Treasuries	34.0%
Corporate Bonds and Notes	25.7%
International Debt	9.2%
Asset-Backed Securities	3.2%
Other	(15.9)%

Additional Information

Venerable US Large Cap Strategic Equity Fund

Class I

VVSIX

Semi-Annual Shareholder Report

June 30, 2025

This semi-annual shareholder report contains important information about Venerable US Large Cap Strategic Equity Fund for the period of January 1, 2025 to June 30, 2025. You can find additional information about the Fund at https://docs.venerable.com/#/venerable-variable-insurance-trust. You can also request this information by contacting us at (800) 336-0066.

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of $10,000 Investment	Costs Paid as % of $10,000 Investment
Class I	$37	0.73%

Key Fund Statistics

Net Assets (thousands)$3,558,975
Total Number of Portfolio Holdings 465
Total Advisory Fees Paid (thousands) $10,440
Portfolio Turnover Rate33%

Graphical Representation of Holdings

Asset Type Exposure

Value	Value
Short-Term Investments	2.2%
Common Stocks	97.8%

Sector Exposure - Common Stocks

(% of Net Assets)

Value	Value
Technology	35.8%
Financial Services	16.6%
Consumer Discretionary	13.0%
Health Care	9.8%
Producer Durables	8.3%
Materials and Processing	4.6%
Consumer Staples	3.7%
Energy	3.0%
Utilities	3.0%
Other	2.2%

Additional Information

Venerable US Large Cap Strategic Equity Fund

Class V

VVSVX

Semi-Annual Shareholder Report

June 30, 2025

What were the Fund costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of $10,000 Investment	Costs Paid as % of $10,000 Investment
Class V	$44	0.86%

Key Fund Statistics

Net Assets (thousands)$3,558,975
Total Number of Portfolio Holdings 465
Total Advisory Fees Paid (thousands) $10,440
Portfolio Turnover Rate33%

Graphical Representation of Holdings

Asset Type Exposure

Value	Value
Short-Term Investments	2.2%
Common Stocks	97.8%

Sector Exposure - Common Stocks

(% of Net Assets)

Value	Value
Technology	35.8%
Financial Services	16.6%
Consumer Discretionary	13.0%
Health Care	9.8%
Producer Durables	8.3%
Materials and Processing	4.6%
Consumer Staples	3.7%
Energy	3.0%
Utilities	3.0%
Other	2.2%

Additional Information

Venerable

Variable

Insurance

Trust

Venerable

High

Yield

Fund

Schedule

Investments

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

High

Yield

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Long-Term

Fixed

Income

Investments

98.6%

Corporate

Bonds

and

Notes

82.4%

Consumer

Discretionary

18.9%

Adient

Global

Holdings,

Ltd.

7.000%

due

04/15/28

(Þ)

1,150

1,184

7.500%

due

02/15/33

(Þ)

500

512

Ashton

Woods

USA

LLC

Ashton

Woods

Finance

Co.

4.625%

due

04/01/30

(Þ)

2,400

2,282

Beach

Acquisition

Bidco

LLC

10.000%

due

07/15/33

(Þ)

2,675

2,782

Caesars

Entertainment,

Inc.

4.625%

due

10/15/29

(Þ)

2,800

2,673

7.000%

due

02/15/30

(Þ)

1,200

1,243

6.500%

due

02/15/32

(Þ)

2,000

2,051

Carnival

Corp.

5.750%

due

03/01/27

(Þ)

2,000

2,016

5.750%

due

03/15/30

(Þ)

4,500

4,579

CCO

Holdings

LLC

CCO

Holdings

Capital

Corp.

5.375%

due

06/01/29

(Þ)

4,900

4,880

4.500%

due

08/15/30

(Þ)

3,500

3,336

Clear

Channel

Outdoor

Holdings,

Inc.

7.500%

due

06/01/29

(Þ)

1,900

1,757

7.875%

due

04/01/30

(Þ)

3,400

3,509

CSC

Holdings

LLC

3.375%

due

02/15/31

(Þ)

2,400

1,660

Directv

Financing

LLC

Directv

Financing

Co-Obligor,

Inc.

5.875%

due

08/15/27

(Þ)

2,600

2,591

Dornoch

Debt

Merger

Sub,

Inc.

6.625%

due

10/15/29

(Þ)

5,900

4,568

Dream

Finders

Homes,

Inc.

8.250%

due

08/15/28

(Þ)

2,700

2,815

Evergreen

Acqco

TVI,

Inc.

9.750%

due

04/26/28

(Þ)

1,260

1,318

Fertitta

Entertainment

LLC

Fertitta

Entertainment

Finance

Co.,

Inc.

4.625%

due

01/15/29

(Þ)

1,200

1,150

6.750%

due

01/15/30

(Þ)

4,800

4,433

FirstCash

Inc.

4.625%

due

09/01/28

(Þ)

500

491

6.875%

due

03/01/32

(Þ)

3,700

3,830

Forestar

Group,

Inc.

6.500%

due

03/15/33

(Þ)

4,650

4,684

Gates

Corp.

6.875%

due

07/01/29

(Þ)

4,500

4,672

LGI

Homes,

Inc.

8.750%

due

12/15/28

(Þ)

2,400

2,495

Mohegan

Tribal

Gaming

Authority

Digital

Entertainment

Holdings

LLC

8.250%

due

04/15/30

(Þ)

2,500

2,580

NCL

Corp.,

Ltd.

7.750%

due

02/15/29

(Þ)

2,000

2,127

6.750%

due

02/01/32

(Þ)

2,100

2,145

Newell

Brands,

Inc.

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

8.500%

due

06/01/28

(Þ)

1,200

1,264

6.375%

due

05/15/30

300

292

6.625%

due

05/15/32

250

239

OneSky

Flight

LLC

8.875%

due

12/15/29

(Þ)

1,075

1,119

OUTFRONT

Media

Capital

LLC

OUTFRONT

Media

Capital

Corp.

4.625%

due

03/15/30

(Þ)

5,400

5,161

QXO

Building

Products,

Inc.

6.750%

due

04/30/32

(Þ)

2,750

2,839

Royal

Caribbean

Cruises,

Ltd.

6.000%

due

02/01/33

(Þ)

3,300

3,362

Six

Flags

Entertainment

Corp.

6.625%

due

05/01/32

(Þ)

1,500

1,548

Station

Casinos

LLC

4.500%

due

02/15/28

(Þ)

1,000

981

Under

Armour

Inc.

7.250%

due

07/15/30

(Þ)

1,345

1,365

Viking

Cruises,

Ltd.

5.875%

due

09/15/27

(Þ)

1,100

1,099

9.125%

due

07/15/31

(Þ)

900

970

Series

144A

7.000%

due

02/15/29

(Þ)

2,900

2,925

WarnerMedia

Holdings,

Inc.

4.054%

due

03/15/29

1,960

1,825

Wayfair

LLC

7.250%

due

10/31/29

(Þ)

800

803

7.750%

due

09/15/30

(Þ)

1,000

1,008

Wynn

Resorts

Finance

LLC

Wynn

Resorts

Capital

Corp.

7.125%

due

02/15/31

(Þ)

4,000

4,262

105,425

Consumer

Staples

7.1%

Bausch

Lomb

Escrow

Corp.

8.375%

due

10/01/28

(Þ)

2,600

2,716

Chobani

Holdco

LLC

8.750%

due

10/01/29

(Þ)

521

559

Chobani

LLC

Chobani

Finance

Corp.,

Inc.

7.625%

due

07/01/29

(Þ)

1,900

1,982

Coty,

Inc.

HFC

Prestige

Products,

Inc.

HFC

Prestige

International

LLC

6.625%

due

07/15/30

(Þ)

1,700

1,740

EquipmentShare.com,

Inc.

9.000%

due

05/15/28

(Þ)

3,700

3,912

8.625%

due

05/15/32

(Þ)

1,200

1,278

Grand

Canyon

University

5.125%

due

10/01/28

5,700

5,528

Herc

Holdings,

Inc.

6.625%

due

06/15/29

(Þ)

600

616

7.000%

due

06/15/30

(Þ)

1,250

1,309

7.250%

due

06/15/33

(Þ)

850

891

Prime

Security

Services

Borrower

LLC

Prime

Finance,

Inc.

3.375%

due

08/31/27

(Þ)

4,000

3,870

Venerable

Variable

Insurance

Trust

Venerable

High

Yield

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

High

Yield

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Primo

Water

Holdings,

Inc.

Triton

Water

Holdings,

Inc.

Series

144A

4.375%

due

04/30/29

(Þ)

300

291

PROG

Holdings,

Inc.

6.000%

due

11/15/29

(Þ)

3,000

2,880

Donnelley

Sons

Co.

9.500%

due

08/01/29

(Þ)

5,650

5,649

United

Rentals

NA,

Inc.

6.125%

due

03/15/34

(Þ)

2,500

2,578

Veritiv

Operating

Co.

10.500%

due

11/30/30

(Þ)

950

1,029

Consolidated,

Inc.

5.500%

due

04/15/29

(Þ)

3,100

3,043

39,871

Energy

10.4%

Antero

Resources

Corp.

5.375%

due

03/01/30

(Þ)

2,500

2,517

Aris

Water

Holdings

LLC

7.250%

due

04/01/30

(Þ)

2,250

2,319

Calumet

Specialty

Products

Partners,

Calumet

Finance

Corp.

8.125%

due

01/15/27

(Þ)

1,600

1,590

CITGO

Petroleum

Corp.

8.375%

due

01/15/29

(Þ)

2,000

2,081

Civitas

Resources,

Inc.

8.750%

due

07/01/31

(Þ)

600

607

Crescent

Energy

Finance

LLC

7.375%

due

01/15/33

(Þ)

875

837

8.375%

due

01/15/34

(Þ)

2,320

2,321

Midstream,

Inc.

4.125%

due

06/15/29

(Þ)

1,200

1,160

Expand

Energy

Corp.

6.750%

due

04/15/29

(Þ)

4,300

4,354

Hess

Midstream

Operations,

5.875%

due

03/01/28

(Þ)

2,200

2,233

6.500%

due

06/01/29

(Þ)

1,700

1,747

Kinetik

Holdings,

5.875%

due

06/15/30

(Þ)

2,600

2,623

Kodiak

Gas

Services

LLC

7.250%

due

02/15/29

(Þ)

2,600

2,691

Kraken

Oil

Gas

Partners

LLC

7.625%

due

08/15/29

(Þ)

2,700

2,651

Martin

Midstream

Partners,

Martin

Midstream

Finance

Corp.

11.500%

due

02/15/28

(Þ)

2,600

2,749

Nabors

Industries,

Inc.

9.125%

due

01/31/30

(Þ)

2,000

1,915

8.875%

due

08/15/31

(Þ)

2,400

1,787

PBF

Holding

Co.

LLC

PBF

Finance

Corp.

Series

6.000%

due

02/15/28

500

478

Sunoco,

6.250%

due

07/01/33

(Þ)

1,650

1,677

Tranocean

Aquila,

Ltd.

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

8.000%

due

09/30/28

(Þ)

1,060

1,071

Transocean

Titan

Financing,

Ltd.

8.375%

due

02/01/28

(Þ)

633

648

Transocean,

Inc.

8.250%

due

05/15/29

(Þ)

600

555

8.750%

due

02/15/30

(Þ)

1,040

1,072

6.800%

due

03/15/38

2,300

1,615

Venture

Global

Calcasieu

Pass

LLC

3.875%

due

08/15/29

(Þ)

1,700

1,604

4.125%

due

08/15/31

(Þ)

1,400

1,297

Venture

Global

LNG,

Inc.

9.500%

due

02/01/29

(Þ)

2,400

2,615

8.375%

due

06/01/31

(Þ)

2,100

2,182

Series

144A

8.125%

due

06/01/28

(Þ)

1,500

1,549

Venture

Global

Plaquemines

LNG

LLC

6.500%

due

01/15/34

975

6.750%

due

01/15/36

1,650

Viper

Energy,

Inc.

5.375%

due

11/01/27

(Þ)

1,300

1,301

Weatherford

International,

Ltd.

8.625%

due

04/30/30

(Þ)

1,500

1,545

58,016

Financial

Services

14.1%

Acrisure

LLC

Acrisure

Finance,

Inc.

8.500%

due

06/15/29

(Þ)

2,300

2,399

7.500%

due

11/06/30

(Þ)

2,400

2,479

Alliant

Holdings

Intermediate

LLC

Alliant

Holdings

Co.-Issuer

6.750%

due

04/15/28

(Þ)

1,700

1,728

7.000%

due

01/15/31

(Þ)

2,900

3,000

7.375%

due

10/01/32

(Þ)

600

619

Encore

Capital

Group,

Inc.

9.250%

due

04/01/29

(Þ)

1,300

1,383

8.500%

due

05/15/30

(Þ)

2,600

2,789

Freedom

Mortgage

Holdings

LLC

9.250%

due

02/01/29

(Þ)

4,200

4,362

8.375%

due

04/01/32

(Þ)

500

505

Global

Net

Lease,

Inc.

3.750%

due

12/15/27

(Þ)

4,100

3,930

Iron

Mountain,

Inc.

7.000%

due

02/15/29

(Þ)

1,400

1,448

5.625%

due

07/15/32

(Þ)

4,800

4,760

Jane

Street

Group

JSG

Finance,

Inc.

4.500%

due

11/15/29

(Þ)

900

873

6.125%

due

11/01/32

(Þ)

3,100

3,127

6.750%

due

05/01/33

(Þ)

2,500

2,577

Jefferson

Capital

Holdings

LLC

9.500%

due

02/15/29

(Þ)

3,200

3,379

8.250%

due

05/15/30

(Þ)

1,200

1,243

MPT

Operating

Partnership,

MPT

Finance

Corp.

Series

144A

8.500%

due

02/15/32

(Þ)

3,100

3,246

Nationstar

Mortgage

Holdings,

Inc.

5.750%

due

11/15/31

(Þ)

5,500

5,558

Venerable

Variable

Insurance

Trust

Venerable

High

Yield

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

High

Yield

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

OneMain

Finance

Corp.

5.375%

due

11/15/29

1,300

1,279

7.125%

due

11/15/31

1,400

1,456

Pebblebrook

Hotel,

PEB

Finance

Corp.

6.375%

due

10/15/29

(Þ)

700

703

PHH

Escrow

Issuer

LLC/PHH

Corp.

9.875%

due

11/01/29

(Þ)

3,200

3,191

PRA

Group,

Inc.

8.375%

due

02/01/28

(Þ)

300

308

5.000%

due

10/01/29

(Þ)

3,700

3,411

8.875%

due

01/31/30

(Þ)

1,400

1,456

RHP

Hotel

Properties,

RHP

Finance

Corp.

7.250%

due

07/15/28

(Þ)

2,200

2,278

6.500%

due

04/01/32

(Þ)

1,800

1,851

6.500%

due

06/15/33

(Þ)

1,050

1,081

Rocket

Mortgage

LLC

Rocket

Mortgage

Co-Issuer,

Inc.

3.625%

due

03/01/29

(Þ)

3,400

3,232

Stonex

Escrow

Issuer

LLC

6.875%

due

07/15/32

(Þ)

1,060

1,071

StoneX

Group,

Inc.

7.875%

due

03/01/31

(Þ)

3,600

3,774

VICI

Properties,

VICI

Note

Co.,

Inc.

3.875%

due

02/15/29

(Þ)

3,600

3,488

XHR,

6.625%

due

05/15/30

(Þ)

800

816

78,800

Health

Care

6.3%

CHS/Community

Health

Systems,

Inc.

6.000%

due

01/15/29

(Þ)

2,200

2,123

10.875%

due

01/15/32

(Þ)

3,300

3,493

Concenta

Escrow

Issuer

Corp.

6.875%

due

07/15/32

(Þ)

3,800

3,940

DaVita,

Inc.

4.625%

due

06/01/30

(Þ)

6,400

6,134

Endo

Finance

Holdings,

Inc.

8.500%

due

04/15/31

(Þ)

3,400

3,605

Insulet

Corp.

6.500%

due

04/01/33

(Þ)

700

730

IQVIA,

Inc.

6.250%

due

06/01/32

(Þ)

3,300

3,387

MPH

Acquisition

Holdings

LLC

5.750%

due

12/31/30

(Þ)

378

312

6.500%

due

12/31/30

(Þ)

579

572

6.000%

due

03/31/31

(Þ)

3,243

2,415

Neogen

Food

Safety

Corp.

8.625%

due

07/20/30

(Þ)

4,300

4,450

Tenet

Healthcare

Corp.

6.125%

due

06/15/30

2,600

2,645

6.750%

due

05/15/31

1,500

1,552

35,358

Materials

and

Processing

8.2%

Cleveland-Cliffs,

Inc.

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

7.000%

due

03/15/32

(Þ)

5,300

5,001

Clydesdale

Acquisition

Holdings,

Inc.

6.750%

due

04/15/32

(Þ)

2,550

2,613

Constellium

3.750%

due

04/15/29

(Þ)

3,500

3,289

Series

144A

6.375%

due

08/15/32

(Þ)

2,600

2,643

Element

Solutions,

Inc.

3.875%

due

09/01/28

(Þ)

3,300

3,192

GPD

Cos.,

Inc.

10.125%

due

04/01/26

(Þ)

4,700

4,521

Graham

Packaging

Co.,

Inc.

7.125%

due

08/15/28

(Þ)

1,300

1,294

Graphic

Packaging

International

LLC

3.500%

due

03/15/28

(Þ)

1,400

1,340

North

America

Holdings,

Inc.

5.875%

due

01/31/31

(Þ)

350

353

6.125%

due

07/31/32

(Þ)

500

508

Magnera

Corp.

4.750%

due

11/15/29

(Þ)

1,500

1,324

Mauser

Packaging

Solutions

Holding

Co.

9.250%

due

04/15/27

(Þ)

900

893

Novelis

Corp.

4.750%

due

01/30/30

(Þ)

3,500

3,355

6.875%

due

01/30/30

(Þ)

1,300

1,344

Owens-Brockway

Glass

Container,

Inc.

7.250%

due

05/15/31

(Þ)

2,100

2,153

Rain

Carbon,

Inc.

12.250%

due

09/01/29

(Þ)

4,500

4,828

Standard

Building

Solutions,

Inc.

6.500%

due

08/15/32

(Þ)

4,100

4,197

Vibrantz

Technologies,

Inc.

9.000%

due

02/15/30

(Þ)

4,100

2,816

45,664

Producer

Durables

8.1%

Arcosa

Inc.

4.375%

due

04/15/29

(Þ)

4,000

3,863

6.875%

due

08/15/32

(Þ)

1,200

1,244

Axon

Enterprise,

Inc.

6.125%

due

03/15/30

(Þ)

1,200

1,235

6.250%

due

03/15/33

(Þ)

900

930

Beacon

Mobility,

Corp.

7.250%

due

08/01/30

(Þ)

970

990

Boeing

Co.

(The)

Series

6.528%

due

05/01/34

2,900

3,154

Cornerstone

Building

Brands,

Inc.

6.125%

due

01/15/29

(Þ)

2,400

1,754

Energizer

Holdings,

Inc.

4.375%

due

03/31/29

(Þ)

1,000

947

Esab

Corp.

6.250%

due

04/15/29

(Þ)

2,000

2,048

First

Student

Bidco

Inc.

4.000%

due

07/31/29

(Þ)

2,000

1,880

Venerable

Variable

Insurance

Trust

Venerable

High

Yield

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

High

Yield

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Miter

Brands

Acquisition

Holdco,

Inc.

MIWD

Borrower

LLC

6.750%

due

04/01/32

(Þ)

4,100

4,207

Quikrete

Holdings,

Inc.

6.375%

due

03/01/32

(Þ)

1,150

1,183

6.750%

due

03/01/33

(Þ)

600

619

Smyrna

Ready

Mix

Concrete

LLC

8.875%

due

11/15/31

(Þ)

2,000

2,098

TTM

Technologies,

Inc.

4.000%

due

03/01/29

(Þ)

5,000

4,773

Waste

Pro

USA,

Inc.

7.000%

due

02/01/33

(Þ)

1,000

1,040

Watco

Cos.

LLC

Watco

Finance

Corp.

7.125%

due

08/01/32

(Þ)

4,900

5,116

Weekly

Homes

LLC

Weekley

Finance

Corp.

4.875%

due

09/15/28

(Þ)

1,600

1,549

WESCO

Distribution,

Inc.

6.375%

due

03/15/33

(Þ)

2,500

2,583

XPO,

Inc.

7.125%

due

02/01/32

(Þ)

4,100

4,294

45,507

Technology

6.1%

CACI

International,

Inc.

6.375%

due

06/15/33

(Þ)

1,650

1,704

Cogent

Communications

Group

LLC

Cogent

Finance,

Inc.

6.500%

due

07/01/32

(Þ)

2,100

2,068

Cogent

Communications

Group,

Inc.

Cogent

Communications

Finance,

Inc.

Series

144A

7.000%

due

06/15/27

(Þ)

2,400

2,405

Fortress

Intermediate

Inc.

7.500%

due

06/01/31

(Þ)

5,600

5,874

Gartner,

Inc.

4.500%

due

07/01/28

(Þ)

500

495

Gen

Digital,

Inc.

6.250%

due

04/01/33

(Þ)

900

925

Gray

Media,

Inc.

5.375%

due

11/15/31

(Þ)

1,100

822

McAfee

Corp.

7.375%

due

02/15/30

(Þ)

4,900

4,626

McGraw-Hill

Education,

Inc.

7.375%

due

09/01/31

(Þ)

4,600

4,798

Rocket

Software,

Inc.

6.500%

due

02/15/29

(Þ)

1,400

1,361

Seagate

Data

Storage

Technology

Pte.,

Ltd.

5.875%

due

07/15/30

(Þ)

2,000

2,036

Sinclair

Television

Group,

Inc.

8.125%

due

02/15/33

(Þ)

3,250

3,292

Snap,

Inc.

6.875%

due

03/01/33

(Þ)

1,400

1,436

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Zebra

Technologies

Corp.

6.500%

due

06/01/32

(Þ)

2,300

2,365

34,207

Utilities

3.2%

CommScope

LLC

7.125%

due

07/01/28

(Þ)

2,000

1,964

Leeward

Renewable

Energy

Operations

LLC

4.250%

due

07/01/29

(Þ)

4,600

4,295

NRG

Energy,

Inc.

5.750%

due

07/15/29

(Þ)

2,000

2,002

Talen

Energy

Supply

LLC

8.625%

due

06/01/30

(Þ)

3,500

3,744

Venture

Global

Plaquemines

LNG

LLC

7.500%

due

05/01/33

(Þ)

850

910

7.750%

due

05/01/35

(Þ)

850

921

Vistra

Operations

Co.

LLC

7.750%

due

10/15/31

(Þ)

3,700

3,931

17,767

460,615

International

Debt

14.3%

1011778

ULC

New

Red

Finance,

Inc.

6.125%

due

06/15/29

(Þ)

3,100

3,185

Atlantica

Sustainable

Infrastructure,

Ltd.

4.125%

due

06/15/28

(Þ)

2,800

2,682

ATS

Corp.

4.125%

due

12/15/28

(Þ)

3,000

2,868

Banjay

Entertainment

SAS

8.125%

due

05/01/29

(Þ)

3,900

4,046

Bombardier,

Inc.

6.750%

due

06/15/33

(Þ)

3,550

3,677

Calderys

Financing

LLC

11.250%

due

06/01/28

(Þ)

3,200

3,396

California

Buyer,

Ltd.

Atlantica

Sustainable

Infrastructure

PLC

6.375%

due

02/15/32

(Þ)

1,100

Cerdia

Finanz

GMBH

9.375%

due

10/03/31

(Þ)

1,900

1,971

Connect

Finco

SARL

Connect

Finco

LLC

9.000%

due

09/15/29

(Þ)

3,000

3,021

Consolidated

Energy

Finance

Series

144A

5.625%

due

10/15/28

(Þ)

700

600

Coronado

Finance

Pty,

Ltd.

9.250%

due

10/01/29

(Þ)

2,050

1,533

Efesto

Bidco

SPA/

Efesto

LLC

Series

7.500%

due

02/15/32

(Þ)

4,250

4,315

GGAM

Finance,

Ltd.

8.000%

due

06/15/28

(Þ)

1,400

1,481

Great

Canadian

Gaming

Corp.

8.750%

due

11/15/29

(Þ)

3,000

2,941

Grifols

Venerable

Variable

Insurance

Trust

Venerable

High

Yield

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

High

Yield

Fund

Statement

Assets

and

Liabilities

—

June

30,

2025

(Unaudited)

Amounts

thousands

Assets

Investments,

identified

cost

......................................................................................................................................................

550,723

Investments,

fair

value

.............................................................................................................................................................

552,054

Receivables:

Dividends

and

interest

......................................................................................................................................................

9,891

Investments

sold

...............................................................................................................................................................

10,256

Fund

sold

...............................................................................................................................................................

308

Prepaid

expenses

..........................................................................................................................................................................

Total

assets

...............................................................................................................................................................

572,511

Liabilities

Payables:

Due

custodian

..............................................................................................................................................................

1,617

Investments

purchased

.....................................................................................................................................................

11,497

Accrued

fees

affiliates

..................................................................................................................................................

348

Other

accrued

expenses

....................................................................................................................................................

Total

liabilities

...........................................................................................................................................................

13,510

Net

Assets

...............................................................................................................................................................

559,001

Net

Assets

Consist

of:

Total

distributable

earnings

(losses)

.............................................................................................................................................

1,305

Paid-in

capital

..............................................................................................................................................................................

557,696

Net

Assets

...............................................................................................................................................................

559,001

Net

Asset

Value

offering

and

redemption

price

per

Net

asset

value

per

Class

(#)

...........................................................................................................................................

10.03

Class

—

Net

asset

...........................................................................................................................................................

444,914,499

Class

—

outstandin

.............................................................................................................................................

44,343,634

Net

asset

value

per

Class

(#)

..........................................................................................................................................

10.03

Class

—

Net

asset

..........................................................................................................................................................

114,086,916

Class

—

outstanding

............................................................................................................................................

11,370,197

(#)

Net

asset

value

per

equals

class

level

net

assets

divided

class

level

shares outstanding.

Venerable

Variable

Insurance

Trust

Venerable

High

Yield

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

High

Yield

Fund

Statement

Operations

—

For

the

Period

Ended

June

30,

2025

(Unaudited)

Amounts

thousands

Investment

Income

Interest

..............................................................................................................................................................................

19,575

Dividends

.........................................................................................................................................................................

Total

investment

income

..............................................................................................................................................................

19,583

Expenses

Advisory

fees

...................................................................................................................................................................

1,837

Administrative

fees

..........................................................................................................................................................

339

Distribution

fees

Class

...............................................................................................................................................

172

Professional

fees

..............................................................................................................................................................

Trustees’

fees

....................................................................................................................................................................

Printing

fees

.....................................................................................................................................................................

Miscellaneous

..................................................................................................................................................................

Expenses

before

reductions

..............................................................................................................................................

2,417

Expense

reductions

..........................................................................................................................................................

(215)

Net

expenses

................................................................................................................................................................................

2,202

Net

investment

income

(loss)

.......................................................................................................................................................

17,381

Net

Realized

and

Unrealized

Gain

(Loss)

Net

realized

gain

(loss)

on:

Investments

......................................................................................................................................................................

(2,624)

Net

realized

gain

(loss)

................................................................................................................................................................

(2,624)

Net

change

unrealized

appreciation

(depreciation)

on:

Investments

......................................................................................................................................................................

9,072

Net

change

unrealized

appreciation

(depreciation)

.................................................................................................................

9,072

Net

realized

and

unrealized

gain

(loss)

........................................................................................................................................

6,448

Net

Increase

(Decrease)

Net

Assets

from

Operations

....................................................................................

23,829

Venerable

Variable

Insurance

Trust

Venerable

High

Yield

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

High

Yield

Fund

Statements

Changes

Net

Assets

Amounts

thousands

Period

Ended

June

30,

2025

(Unaudited)

Period

Ended

December

31,

2024

(1)

Increase

(Decrease)

Net

Assets

from

Operations

Net

investment

income

(loss)

..............................................................................................................

17,381

11,282

Net

realized

gain

(loss)

.......................................................................................................................

(2,624)

(370)

Net

change

unrealized

appreciation

(depreciation)

........................................................................

9,072

(7,741)

Net

increase

(decrease)

net

assets

from

operations

..............................................................................

23,829

3,171

Distributions

shareholders

Class

...........................................................................................................................................

(14,192)

(6,246)

Class

..........................................................................................................................................

(3,666)

(1,591)

Net

decrease

net

assets

from

distributions

............................................................................................

(17,858)

(7,837)

Transactions*

Net

increase

(decrease)

net

assets

from

transactions

...................................................................

(44,275)

601,971

Total

Net

Increase

(Decrease)

Net

Assets

........................................................................

(38,304)

597,305

Net

Assets

Beginning

period

..................................................................................................................................

597,305

—

End

period

.............................................................................................................................................

559,001

597,305

transaction

amounts

(in

thousands)

for

the

periods

ended

June

30,

2025

and

December

31,

2024

were

follows:

2025

(Unaudited)

2024

(1)

Dollars

Class

Proceeds

from

sold

109

1,031

50,320

503,278

Proceeds

from

reinvestment

distributions

1,437

14,192

627

6,246

Payments

for

redeemed

(5,274)

(52,178)

(2,875)

(28,683)

Net

increase

(decrease)

(3,728)

(36,955)

48,072

480,841

Class

Proceeds

from

sold

489

12,969

129,699

Proceeds

from

reinvestment

distributions

371

3,666

160

1,591

Payments

for

redeemed

(1,162)

(11,475)

(1,017)

(10,160)

Net

increase

(decrease)

(742)

(7,320)

12,112

121,130

Total

increase

(decrease)

(4,470)

(44,275)

60,184

601,971

(1)

For

the

period

September

2024

(commencement

operations)

December

31,

2024.

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Index

Fund

Schedule

Investments

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Index

Fund

Amounts

thousands

(except

amounts)

Number

Fair

Value

Common

Stocks

99.0%

Consumer

Discretionary

14.0%

Amazon.com,

Inc.(Æ)

582,052

127,695

AutoZone,

Inc.(Æ)

1,028

3,816

Axon

Enterprise,

Inc.(Æ)

4,550

3,767

Best

Buy

Co.,

Inc.

12,064

810

Caesars

Entertainment,

Inc.(Æ)

13,171

374

CarMax,

Inc.(Æ)

9,537

641

Carnival

Corp.(Æ)

64,298

1,808

Charter

Communications,

Inc.

Class

A(Æ)

5,980

2,445

Chipotle

Mexican

Grill,

Inc.

Class

A(Æ)

83,082

4,665

Comcast

Corp.

Class

229,412

8,188

Costco

Wholesale

Corp.

27,327

27,052

Darden

Restaurants,

Inc.

7,182

1,565

Deckers

Outdoor

Corp.(Æ)

9,409

970

Dollar

General

Corp.

13,482

1,542

Dollar

Tree,

Inc.(Æ)

12,396

1,228

Domino's

Pizza,

Inc.

2,183

984

Horton,

Inc.

17,030

2,196

eBay,

Inc.

28,394

2,114

Expedia

Group,

Inc.

7,645

1,290

FactSet

Research

Systems,

Inc.

2,359

1,055

Ford

Motor

Co.

241,276

2,618

Fox

Corp.

Class

13,790

773

Fox

Corp.

Class

8,177

422

Garmin,

Ltd.

9,526

1,988

General

Motors

Co.

59,218

2,914

Genuine

Parts

Co.

8,621

1,046

Hasbro,

Inc.

8,127

600

Hilton

Worldwide

Holdings,

Inc.

14,749

3,928

Home

Depot,

Inc.

(The)

61,225

22,448

Hubbell,

Inc.

Class

3,328

1,359

Interpublic

Group

Cos.,

Inc.

(The)

22,846

559

Las

Vegas

Sands

Corp.

21,756

947

Lennar

Corp.

Class

14,479

1,602

Live

Nation

Entertainment,

Inc.(Æ)

9,723

1,471

Lowe's

Cos.,

Inc.

34,611

7,679

Lululemon

Athletica

Inc.(Æ)

6,943

1,650

Marriott

International,

Inc.

Class

14,019

3,830

McDonald's

Corp.

43,931

12,835

MGM

Resorts

International(Æ)

13,723

472

Netflix,

Inc.

Class

B(Æ)

26,213

35,102

News

Corp.

Class

23,930

711

News

Corp.

Class

7,647

262

NIKE,

Inc.

Class

72,416

5,144

Norwegian

Cruise

Line

Holdings,

Ltd.(Æ)

28,590

580

NVR,

Inc.(Æ)

184

1,359

Omnicom

Group,

Inc.

12,184

877

O'Reilly

Automotive,

Inc.(Æ)

52,815

4,760

Paramount

Global

Class

35,348

456

PulteGroup,

Inc.

12,411

1,309

Ralph

Lauren

Corp.

Class

2,473

678

Ross

Stores,

Inc.

20,234

2,581

Royal

Caribbean

Cruises,

Ltd.

15,178

4,753

RTX

Corp.

82,277

12,014

Starbucks

Corp.

69,623

6,380

Tapestry,

Inc.

12,696

1,115

Amounts

thousands

(except

amounts)

Number

Fair

Value

Target

Corp.

28,412

2,803

Tesla,

Inc.(Æ)

172,607

54,829

TJX

Cos.,

Inc.

(The)

68,911

8,510

TKO

Group

Holdings,

Inc.

4,215

767

Tractor

Supply

Co.

32,736

1,727

Ulta

Beauty,

Inc.(Æ)

2,840

1,329

Walmart,

Inc.

265,909

26,001

Walt

Disney

Co.

(The)

110,818

13,743

Warner

Bros.

Discovery,

Inc.(Æ)

136,781

1,568

Williams-Sonoma,

Inc.

7,547

1,233

Wynn

Resorts,

Ltd.

5,671

531

Yum!

Brands,

Inc.

17,336

2,569

457,037

Consumer

Staples

3.8%

Altria

Group,

Inc.

103,904

6,092

Archer-Daniels-Midland

Co.

29,672

1,566

Brown-Forman

Corp.

Class

11,293

304

Bunge,

Ltd.

8,451

678

Campbell

Co.

(The)

12,198

374

Church

Dwight

Co.,

Inc.

15,252

1,466

Clorox

Co.

(The)

7,800

937

Coca-Cola

Co.

(The)

238,611

16,882

Colgate-Palmolive

Co.

49,758

4,523

Conagra

Brands,

Inc.

29,597

606

Constellation

Brands,

Inc.

Class

9,636

1,568

CVS

Health

Corp.

77,287

5,331

Estee

Lauder

Cos.,

Inc.

(The)

Class

14,817

1,197

General

Mills,

Inc.

34,179

1,771

Hershey

Co.

(The)

9,178

1,523

Hormel

Foods

Corp.

18,042

546

Smucker

Co.

(The)

6,524

641

Kellanova

16,482

1,311

Kenvue

Inc.

118,879

2,488

Keurig

Pepper,

Inc.

83,575

2,763

Kimberly-Clark

Corp.

20,566

2,651

Kraft

Heinz

Co.

(The)

53,445

1,380

Kroger

Co.

(The)

37,762

2,709

McCormick

Co.,

Inc.

15,487

1,174

Molson

Coors

Beverage

Co.

Class

10,676

513

Mondelez

International,

Inc.

Class

79,281

5,347

Monster

Beverage

Corp.(Æ)

43,410

2,719

PepsiCo,

Inc.

84,067

11,100

Philip

Morris

International,

Inc.

95,880

17,463

Procter

Gamble

Co.

(The)

144,422

23,008

Sysco

Corp.

30,335

2,298

Tyson

Foods,

Inc.

Class

17,746

993

Walgreens

Boots

Alliance,

Inc.

44,434

510

124,432

Energy

3.0%

Baker

Hughes

Co.

61,376

2,353

Chevron

Corp.

100,054

14,327

Coterra

Energy,

Inc.

45,165

1,146

Devon

Energy

Corp.

40,731

1,296

Diamondback

Energy,

Inc.

11,455

1,574

Eaton

Corp.

PLC

24,221

8,647

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Index

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Index

Fund

Amounts

thousands

(except

amounts)

Number

Fair

Value

Enphase

Energy,

Inc.(Æ)

8,375

332

EOG

Resources,

Inc.

33,621

4,021

EQT

Corp.

36,998

2,158

Exxon

Mobil

Corp.

265,494

28,619

First

Solar,

Inc.(Æ)

6,635

1,098

Halliburton

Co.

53,226

1,085

Hess

Corp.

17,140

2,375

Kinder

Morgan,

Inc.

118,501

3,484

Marathon

Petroleum

Corp.

18,925

3,144

Occidental

Petroleum

Corp.

43,647

1,834

ONEOK,

Inc.

38,050

3,106

Phillips

25,317

3,020

Schlumberger

83,776

2,832

Targa

Resources

Corp.

13,546

2,358

Texas

Pacific

Land

Corp.

1,155

1,220

Valero

Energy

Corp.

19,630

2,639

Williams

Cos.,

Inc.

(The)

74,737

4,694

97,362

Financial

Services

14.7%

Aflac,

Inc.

30,342

3,200

Alexandria

Real

Estate

Equities,

Inc.(ö)

9,554

694

Allstate

Corp.

(The)

16,252

3,272

American

Express

Co.

34,021

10,852

American

International

Group,

Inc.

35,494

3,038

American

Tower

Corp.(ö)

28,645

6,331

Ameriprise

Financial,

Inc.

5,900

3,149

Aon

PLC

Class

13,257

4,730

Apollo

Global

Management,

Inc.

27,401

3,887

Arch

Capital

Group,

Ltd.

23,235

2,116

Arthur

Gallagher

Co.

15,592

4,991

Assurant,

Inc.

3,145

621

AvalonBay

Communities,

Inc.(ö)

8,714

1,773

Bank

America

Corp.

403,601

19,098

Bank

New

York

Mellon

Corp.

(The)

43,995

4,008

Berkshire

Hathaway,

Inc.

Class

B(Æ)

112,956

54,872

BlackRock,

Inc.

8,924

9,364

Blackstone,

Inc.

Class

44,867

6,711

Brown

Brown,

Inc.

17,224

1,910

BXP,

Inc.(ö)

9,213

622

Camden

Property

Trust(ö)

6,540

737

Capital

One

Financial

Corp.

39,052

8,309

Cboe

Global

Markets,

Inc.

6,409

1,495

CBRE

Group,

Inc.

Class

A(Æ)

18,328

2,568

Charles

Schwab

Corp.

(The)

104,462

9,531

Chubb,

Ltd.

22,843

6,618

Cincinnati

Financial

Corp.

9,578

1,426

Citigroup,

Inc.

115,067

9,795

Citizens

Financial

Group,

Inc.

26,797

1,199

CME

Group,

Inc.

Class

22,084

6,087

Coinbase

Global,

Inc.

Class

A(Æ)

12,900

4,521

Crown

Castle,

Inc.(ö)

26,948

2,768

Digital

Realty

Trust,

Inc.(ö)

19,399

3,382

Equinix

Inc.(ö)

5,956

4,738

Equity

Residential(ö)

20,949

1,414

Erie

Indemnity

Co.

Class

1,547

536

Essex

Property

Trust,

Inc.(ö)

3,942

1,117

Amounts

thousands

(except

amounts)

Number

Fair

Value

Everest

Group,

Ltd.

2,665

906

Extra

Space

Storage,

Inc.(ö)

13,144

1,938

Federal

Realty

Investment

Trust(ö)

4,728

449

Fifth

Third

Bancorp

41,052

1,688

Franklin

Resources,

Inc.

19,217

458

Globe

Life,

Inc.

5,205

647

Goldman

Sachs

Group,

Inc.

(The)

18,896

13,374

Hartford

Insurance

Group,

Inc.

(The)

17,833

2,262

Healthpeak

Properties,

Inc.(ö)

44,300

776

Host

Hotels

Resorts,

Inc.(ö)

42,851

658

Huntington

Bancshares,

Inc.

89,062

1,493

Intercontinental

Exchange,

Inc.

35,221

6,462

Invesco,

Ltd.

27,779

438

Invitation

Homes,

Inc.(ö)

34,940

1,146

Iron

Mountain,

Inc.(ö)

18,006

1,847

JPMorgan

Chase

Co.

171,192

49,630

KeyCorp

61,071

1,064

Kimco

Realty

Corp.(ö)

42,132

886

KKR

Co.,

Inc.

Class

41,381

5,505

Loews

Corp.

11,186

1,025

M&T

Bank

Corp.

9,891

1,919

Marsh

McLennan

Cos.,

Inc.

30,106

6,582

MasterCard,

Inc.

Class

49,923

28,054

MetLife,

Inc.

34,736

2,793

Mid-America

Apartment

Communities,

Inc.

(ö)

7,249

1,073

Morgan

Stanley

75,846

10,684

Nasdaq,

Inc.

25,655

2,294

Northern

Trust

Corp.

12,014

1,523

PNC

Financial

Services

Group,

Inc.

(The)

24,271

4,525

Principal

Financial

Group,

Inc.

13,309

1,057

Progressive

Corp.

(The)

35,910

9,583

Prologis,

Inc.(ö)

56,816

5,972

Prudential

Financial,

Inc.

21,950

2,358

Public

Storage(ö)

9,772

2,867

Raymond

James

Financial,

Inc.

11,435

1,754

Realty

Income

Corp.(ö)

55,619

3,204

Regency

Centers

Corp.(ö)

10,001

712

Regions

Financial

Corp.

56,363

1,326

SBA

Communications

Corp.(ö)

6,590

1,548

Simon

Property

Group,

Inc.(ö)

18,809

3,024

State

Street

Corp.

17,683

1,880

Synchrony

Financial

24,105

1,609

Rowe

Price

Group,

Inc.

13,801

1,332

Travelers

Cos.,

Inc.

(The)

13,899

3,719

Truist

Financial

Corp.

80,674

3,468

UDR,

Inc.(ö)

18,669

762

Bancorp

95,628

4,327

Ventas,

Inc.(ö)

26,796

1,692

VICI

Properties,

Inc.(ö)

65,374

2,131

Visa,

Inc.

Class

105,396

37,421

W.R.

Berkley

Corp.

18,406

1,352

Wells

Fargo

Co.

200,456

16,061

Welltower

Inc.(ö)

38,268

5,883

Weyerhaeuser

Co.(ö)

44,472

1,142

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Index

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Index

Fund

Amounts

thousands

(except

amounts)

Number

Fair

Value

Willis

Towers

Watson

PLC

6,184

1,895

481,658

Health

Care

9.0%

Abbott

Laboratories

107,172

14,576

AbbVie,

Inc.

108,768

20,190

Agilent

Technologies,

Inc.

17,695

2,088

Align

Technology,

Inc.(Æ)

4,344

822

Amgen,

Inc.

32,938

9,197

Baxter

International,

Inc.

32,309

978

Becton

Dickinson

Co.

17,606

3,033

Biogen,

Inc.(Æ)

9,074

1,140

Bio-

Techne

Corp.

9,799

504

Boston

Scientific

Corp.(Æ)

91,114

9,787

Bristol-Myers

Squibb

Co.

124,423

5,760

Cardinal

Health,

Inc.

14,979

2,516

Cencora

Inc.

Class

10,585

3,174

Centene

Corp.(Æ)

30,805

1,672

Charles

River

Laboratories

International,

Inc.(Æ)

3,238

491

Cigna

Group

(The)

16,456

5,440

Cooper

Cos,

Inc.

(The)(Æ)

12,376

881

Danaher

Corp.

39,232

7,750

DaVita,

Inc.(Æ)

2,699

384

DexCom

Inc.(Æ)

24,216

2,114

Edwards

Lifesciences

Corp.(Æ)

36,172

2,829

Elevance

Health,

Inc.

13,918

5,414

Eli

Lilly

Co.

48,431

37,752

HealthCare

Technologies,

Inc.

28,355

2,100

Gilead

Sciences,

Inc.

76,396

8,470

HCA

Healthcare,

Inc.

10,670

4,088

Henry

Schein,

Inc.(Æ)

7,639

558

Hologic

Inc.(Æ)

14,206

926

Humana,

Inc.

7,395

1,808

IDEXX

Laboratories,

Inc.(Æ)

4,949

2,654

Incyte

Corp.(Æ)

9,845

670

Insulet

Corp.(Æ)

4,350

1,367

Intuitive

Surgical,

Inc.(Æ)

22,059

11,987

IQVIA

Holdings,

Inc.(Æ)

10,255

1,616

Johnson

148,212

22,638

Labcorp

Holdings,

Inc.

5,118

1,344

McKesson

Corp.

7,682

5,629

Medtronic

PLC

78,595

6,851

Merck

Co.,

Inc.

155,116

12,279

Moderna

Inc.(Æ)

20,752

573

Molina

Healthcare,

Inc.(Æ)

3,442

1,025

Pfizer,

Inc.

347,607

8,426

Quest

Diagnostics,

Inc.

6,805

1,222

Regeneron

Pharmaceuticals,

Inc.

6,444

3,383

ResMed

Inc.

9,107

2,350

Revvity

Inc.

7,547

730

Solventum

Corp.(Æ)

8,750

664

STERIS

PLC

6,023

1,447

Stryker

Corp.

21,051

8,328

Thermo

Fisher

Scientific,

Inc.

23,245

9,425

UnitedHealth

Group,

Inc.

55,880

17,433

Universal

Health

Services,

Inc.

Class

3,641

660

Amounts

thousands

(except

amounts)

Number

Fair

Value

Vertex

Pharmaceuticals,

Inc.(Æ)

15,737

7,006

Viatris

Inc.

73,127

653

Waters

Corp.(Æ)

3,640

1,271

West

Pharmaceutical

Services,

Inc.

4,491

983

Zimmer

Biomet

Holdings,

Inc.

12,344

1,126

Zoetis,

Inc.

Class

27,449

4,281

294,463

Materials

and

Processing

3.0%

Air

Products

Chemicals,

Inc.

13,637

3,846

Albemarle

Corp.

7,291

457

Amcor

PLC

136,874

1,258

Ball

Corp.

17,089

959

Builders

FirstSource

Inc.(Æ)

6,800

793

Carrier

Global

Corp.

49,504

3,623

Industries

Holdings,

Inc.

9,980

918

Copart

Inc.(Æ)

54,367

2,668

Dow,

Inc.

43,641

1,156

DuPont

Nemours,

Inc.

25,626

1,758

Eastman

Chemical

Co.

7,060

527

Ecolab,

Inc.

15,448

4,162

Fastenal

Co.

70,307

2,953

Freeport-McMoRan,

Inc.

88,102

3,819

General

Electric

Co.

65,786

16,932

International

Flavors

Fragrances,

Inc.

15,674

1,153

International

Paper

Co.

32,706

1,532

Johnson

Controls

International

PLC

40,466

4,274

Lennox

International,

Inc.

1,964

1,126

Linde

PLC

28,980

13,596

LKQ

Corp.

16,115

596

LyondellBasell

Industries

Class

16,410

949

Martin

Marietta

Materials,

Inc.

3,790

2,081

Masco

Corp.

13,421

864

Mohawk

Industries,

Inc.(Æ)

3,213

337

Mosaic

Co.

(The)

19,696

719

Newmont

Corp.

68,560

3,994

Nucor

Corp.

14,394

1,865

Packaging

Corp.

America

5,529

1,042

Pool

Corp.

2,357

687

PPG

Industries,

Inc.

14,221

1,618

Sherwin-Williams

Co.

(The)

14,203

4,877

Smurfit

WestRock

PLC

30,309

1,308

Steel

Dynamics,

Inc.

8,675

1,110

Trane

Technologies

PLC

13,749

6,014

Vulcan

Materials

Co.

8,189

2,136

97,707

Producer

Durables

7.3%

Co.

33,280

5,067

AMETEK,

Inc.

14,343

2,596

Amphenol

Corp.

Class

74,239

7,331

Smith

Corp.

7,478

490

Aptiv

PLC(Æ)

13,413

915

Automatic

Data

Processing,

Inc.

24,927

7,687

Avery

Dennison

Corp.

5,087

893

Boeing

Co.

(The)(Æ)

46,446

9,731

C.H.

Robinson

Worldwide,

Inc.

7,512

721

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Index

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Index

Fund

Amounts

thousands

(except

amounts)

Number

Fair

Value

Caterpillar,

Inc.

28,966

11,244

Cintas

Corp.

21,023

4,685

Corpay

Inc.(Æ)

4,274

1,418

CoStar

Group,

Inc.(Æ)

26,114

2,100

CSX

Corp.

115,700

3,775

Cummins,

Inc.

8,525

2,792

Deere

Co.

15,526

7,895

Delta

Air

Lines,

Inc.

39,785

1,957

Dover

Corp.

8,509

1,559

Emerson

Electric

Co.

34,571

4,609

Equifax,

Inc.

7,689

1,994

Expeditors

International

Washington,

Inc.

8,680

992

FedEx

Corp.

13,584

3,088

Fortive

Corp.

20,922

1,091

Gartner,

Inc.(Æ)

4,764

1,926

Vernova

Inc.

16,903

8,944

Generac

Holdings,

Inc.(Æ)

3,656

524

General

Dynamics

Corp.

15,554

4,536

Global

Payments,

Inc.

15,181

1,215

Honeywell

International,

Inc.

39,573

9,216

Howmet

Aerospace,

Inc.

24,828

4,621

Huntington

Ingalls

Industries,

Inc.

2,427

586

IDEX

Corp.

4,698

825

Illinois

Tool

Works,

Inc.

16,372

4,048

Ingersoll

Rand,

Inc.

24,981

2,078

Jacobs

Solutions,

Inc.

7,759

1,020

Hunt

Transport

Services,

Inc.

4,923

707

Keysight

Technologies,

Inc.(Æ)

10,722

1,757

L3Harris

Technologies,

Inc.

11,677

2,929

Lamb

Weston

Holdings,

Inc.

8,845

459

Lockheed

Martin

Corp.

12,842

5,948

MarketAxess

Holdings,

Inc.

2,336

522

Mettler

-Toledo

International,

Inc.(Æ)

1,282

1,506

Moody's

Corp.

9,489

4,760

Nordson

Corp.

3,321

712

Norfolk

Southern

Corp.

13,881

3,553

Northrop

Grumman

Corp.

8,341

4,170

Old

Dominion

Freight

Line,

Inc.

11,640

1,889

Otis

Worldwide

Corp.

24,587

2,435

PACCAR,

Inc.

32,152

3,056

Parker-Hannifin

Corp.

7,893

5,513

Paychex,

Inc.

19,643

2,857

PayPal

Holdings,

Inc.(Æ)

60,628

4,506

Pentair

PLC

10,246

1,052

Quanta

Services,

Inc.

9,036

3,416

Ralliant

Corp.(Æ)

6,974

338

Republic

Services,

Inc.

Class

12,450

3,070

Rockwell

Automation,

Inc.

7,012

2,329

Rollins,

Inc.

17,415

983

S&P

Global,

Inc.

19,309

10,180

Snap-on,

Inc.

3,249

1,011

Southwest

Airlines

Co.

36,331

1,179

Stanley

Black

Decker,

Inc.

9,559

648

Teledyne

Technologies,

Inc.(Æ)

2,890

1,481

Textron,

Inc.

11,559

928

TransDigm

Group,

Inc.

3,438

5,228

Trimble,

Inc.(Æ)

15,236

1,158

Amounts

thousands

(except

amounts)

Number

Fair

Value

Union

Pacific

Corp.

36,805

8,468

United

Airlines,

Inc.(Æ)

20,150

1,605

United

Parcel

Service,

Inc.

Class

44,827

4,525

United

Rentals,

Inc.

4,006

3,018

Veralto

Corp.

15,335

1,548

Verisk

Analytics,

Inc.

Class

8,656

2,696

W.W.

Grainger,

Inc.

2,717

2,826

Waste

Management,

Inc.

22,389

5,123

Westinghouse

Air

Brake

Technologies

Corp.

10,594

2,218

Xylem,

Inc.

15,064

1,949

Zebra

Technologies

Corp.

Class

A(Æ)

3,186

982

239,407

Technology

40.6%

Accenture

PLC

Class

38,342

11,460

Adobe,

Inc.(Æ)

26,246

10,154

Advanced

Micro

Devices,

Inc.(Æ)

99,336

14,096

Airbnb,

Inc.

Class

A(Æ)

26,525

3,510

Akamai

Technologies,

Inc.(Æ)

9,315

743

Allegion

PLC

5,329

768

Alphabet,

Inc.

Class

358,153

63,117

Alphabet,

Inc.

Class

289,210

51,303

Analog

Devices,

Inc.

30,387

7,233

ANSYS,

Inc.(Æ)

5,357

1,881

Apple,

Inc.

919,945

188,744

Applied

Materials,

Inc.

49,797

9,116

Arista

Networks,

Inc.(Æ)

63,325

6,479

Autodesk,

Inc.(Æ)

13,179

4,080

Booking

Holdings,

Inc.

2,002

11,590

Broadcom,

Inc.

289,516

79,805

Broadridge

Financial

Solutions,

Inc.

7,269

1,767

Cadence

Design

Systems,

Inc.(Æ)

16,806

5,179

CDW

Corp.

8,262

1,476

Cisco

Systems,

Inc.

244,136

16,938

Cognizant

Technology

Solutions

Corp.

Class

30,665

2,393

Corning,

Inc.

47,800

2,514

Corteva

Inc.

42,025

3,132

Crowdstrike

Holdings,

Inc.

Class

A(Æ)

15,330

7,808

Dayforce

Inc.(Æ)

10,259

568

Dell

Technologies,

Inc.

Class

18,455

2,263

DoorDash

Inc.

Class

A(Æ)

20,783

5,123

Electronic

Arts,

Inc.

14,052

2,244

EPAM

Systems,

Inc.(Æ)

3,517

622

F5,

Inc.(Æ)

3,574

1,052

Fair

Isaac

Corp.(Æ)

1,498

2,738

Fidelity

National

Information

Services,

Inc.

32,485

2,645

Fiserv,

Inc.(Æ)

34,151

5,888

Fortinet,

Inc.(Æ)

38,989

4,122

Gen

Digital,

Inc.

34,323

1,009

GoDaddy

Inc.

Class

A(Æ)

8,756

1,577

Hewlett

Packard

Enterprise

Co.

81,484

1,666

HP,

Inc.

57,488

1,406

Intel

Corp.

265,431

5,946

International

Business

Machines

Corp.

57,250

16,876

Intuit,

Inc.

17,151

13,509

Jabil,

Inc.

6,715

1,465

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Index

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Index

Fund

Amounts

thousands

(except

amounts)

Number

Fair

Value

Jack

Henry

Associates,

Inc.

4,517

814

Juniper

Networks,

Inc.

20,961

837

KLA

Corp.

8,139

7,290

Lam

Research

Corp.

78,644

7,655

Leidos

Holdings,

Inc.

8,133

1,283

Match

Group,

Inc.

15,388

475

Meta

Platforms,

Inc.

Class

133,705

98,685

Microchip

Technology,

Inc.

32,939

2,318

Micron

Technology,

Inc.

68,262

8,413

Microsoft

Corp.

457,887

227,757

Monolithic

Power

Systems,

Inc.

2,967

2,170

Motorola

Solutions,

Inc.

10,244

4,307

MSCI,

Inc.

Class

4,815

2,777

NetApp,

Inc.

12,605

1,343

NVIDIA

Corp.

1,502,049

237,308

NXP

Semiconductors

15,564

3,401

Semiconductor

Corp.(Æ)

26,125

1,369

Oracle

Corp.

100,186

21,904

Palantir

Technologies,

Inc.

Class

A(Æ)

131,048

17,864

Palo

Alto

Networks,

Inc.(Æ)

40,570

8,302

Paycom

Software,

Inc.

2,982

690

PTC,

Inc.(Æ)

7,457

1,285

QUALCOMM,

Inc.

67,772

10,793

Roper

Technologies,

Inc.

6,566

3,722

Salesforce,

Inc.

59,102

16,117

Seagate

Technology

Holdings

PLC

12,971

1,872

ServiceNow

Inc.(Æ)

12,751

13,109

Skyworks

Solutions,

Inc.

9,964

743

Super

Micro

Computer,

Inc.(Æ)

31,224

1,530

Synopsys,

Inc.(Æ)

9,475

4,858

Take-Two

Interactive

Software,

Inc.(Æ)

10,326

2,508

Connectivity

PLC

18,290

3,085

Teradyne,

Inc.

10,309

927

Texas

Instruments,

Inc.

55,792

11,584

Tyler

Technologies,

Inc.(Æ)

2,624

1,556

Uber

Technologies,

Inc.(Æ)

128,057

11,948

VeriSign,

Inc.

5,042

1,456

Western

Digital

Corp.

21,316

1,364

Workday,

Inc.

Class

A(Æ)

13,119

3,149

1,324,573

Utilities

3.6%

AES

Corp.

(The)

44,069

464

Alliant

Energy

Corp.

16,243

982

Ameren

Corp.

16,553

1,590

American

Electric

Power

Co.,

Inc.

32,667

3,390

American

Water

Works

Co.,

Inc.

11,947

1,662

APA

Corp.

24,307

445

AT&T,

Inc.

443,244

12,826

Atmos

Energy

Corp.

9,842

1,517

CenterPoint

Energy,

Inc.

39,951

1,468

CMS

Energy

Corp.

18,321

1,269

ConocoPhillips

78,211

7,019

Consolidated

Edison,

Inc.

21,479

2,155

Constellation

Energy

Corp.

19,174

6,189

Dominion

Energy,

Inc.

52,080

2,944

DTE

Energy

Co.

12,704

1,683

Amounts

thousands

(except

amounts)

Number

Fair

Value

Duke

Energy

Corp.

47,564

5,613

Edison

International

24,001

1,238

Entergy

Corp.

27,493

2,285

Evergy

Inc.

14,256

983

Eversource

Energy

22,485

1,430

Exelon

Corp.

61,656

2,677

Expand

Energy

Corp.

12,882

1,506

FirstEnergy

Corp.

31,443

1,266

NextEra

Energy,

Inc.

126,058

8,751

NiSource,

Inc.

28,832

1,163

NRG

Energy,

Inc.

12,041

1,934

PG&E

Corp.

136,012

1,896

Pinnacle

West

Capital

Corp.

7,199

644

PPL

Corp.

45,258

1,534

Public

Service

Enterprise

Group,

Inc.

30,893

2,601

Sempra

Energy

39,274

2,976

Southern

Co.

(The)

67,165

6,168

T-Mobile

US,

Inc.

29,381

7,000

Verizon

Communications,

Inc.

258,056

11,166

Vistra

Corp.

20,857

4,042

WEC

Energy

Group,

Inc.

19,473

2,029

Xcel

Energy,

Inc.

35,601

2,424

116,929

Total

Common

Stocks

(cost

$2,822,679)

3,233,568

Short-Term

Investments

1.0%

State

Street

Institutional

Liquid

Reserves

Fund

32,965,830

32,966

Total

Short-Term

Investments

(cost

$32,966)

32,966

Total

Investments

100.0%

(cost

$2,855,645)

3,266,534

Other

Assets

net

Liabilities

(0.0)%

(989)

Net

Assets

100.0%

3,265,545

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Index

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Index

Fund

Statement

Assets

and

Liabilities

—

June

30,

2025

(Unaudited)

Amounts

thousands

Assets

Investments,

identified

cost

......................................................................................................................................................

2,855,645

Investments,

fair

value

.............................................................................................................................................................

3,266,534

Cash

..............................................................................................................................................................................................

Receivables:

Dividends

and

interest

......................................................................................................................................................

1,680

From

broker(a)

.................................................................................................................................................................

481

Variation

margin

futures

contracts

..............................................................................................................................

138

Prepaid

expenses

..........................................................................................................................................................................

Total

assets

...............................................................................................................................................................

3,270,859

Liabilities

Payables:

Fund

redeemed

......................................................................................................................................................

3,904

Accrued

fees

affiliates

..................................................................................................................................................

1,312

Other

accrued

expenses

....................................................................................................................................................

Total

liabilities

...........................................................................................................................................................

5,314

Net

Assets

...............................................................................................................................................................

3,265,545

Net

Assets

Consist

of:

Total

distributable

earnings

(losses)

.............................................................................................................................................

441,382

Paid-in

capital

..............................................................................................................................................................................

2,824,163

Net

Assets

...............................................................................................................................................................

3,265,545

(a)

Cash

collateral

held

broker

for

futures

contracts

...........................................................................................................

481

Net

Asset

Value

offering

and

redemption

price

per

Net

asset

value

per

Class

(#)

..........................................................................................................................................

11.43

Class

—

Net

assets

...........................................................................................................................................................

3,265,545,114

Class

—

outstanding

.............................................................................................................................................

285,645,515

(#)

Net

asset

value

per

equals

class

level

net

assets

divided

class

level

outstanding.

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Index

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Index

Fund

Statement

Operations

—

For

the

Period

Ended

June

30,

2025

(Unaudited)

Amounts

thousands

Investment

Income

Dividends

.........................................................................................................................................................................

21,916

Interest

..............................................................................................................................................................................

Total

investment

income

..............................................................................................................................................................

21,960

Expenses

Advisory

fees

...................................................................................................................................................................

2,371

Administrative

fees

..........................................................................................................................................................

1,581

Distribution

fees

Class

...............................................................................................................................................

4,742

Professional

fees

..............................................................................................................................................................

Trustees’

fees

....................................................................................................................................................................

Printing

fees

.....................................................................................................................................................................

Miscellaneous

..................................................................................................................................................................

Expenses

before

reductions

..............................................................................................................................................

8,953

Expense

reductions

..........................................................................................................................................................

(892)

Net

expenses

................................................................................................................................................................................

8,061

Net

investment

income

(loss)

.......................................................................................................................................................

13,899

Net

Realized

and

Unrealized

Gain

(Loss)

Net

realized

gain

(loss)

on:

Investments

......................................................................................................................................................................

16,239

Futures

contracts

..............................................................................................................................................................

(1,163)

Net

realized

gain

(loss)

................................................................................................................................................................

15,076

Net

change

unrealized

appreciation

(depreciation)

on:

Investments

....................................................................................................................................................................

148,866

Futures

contracts

..............................................................................................................................................................

2,061

Net

change

unrealized

appreciation

(depreciation)

.................................................................................................................

150,927

Net

realized

and

unrealized

gain

(loss)

........................................................................................................................................

166,003

Net

Increase

(Decrease)

Net

Assets

from

Operations

....................................................................................

179,902

Venerable

Variable

Insurance

Trust

Venerable

Moderate

Allocation

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Moderate

Allocation

Fund

Statement

Assets

and

Liabilities

—

June

30,

2025

(Unaudited)

Amounts

thousands

Assets

Investments,

identified

cost

......................................................................................................................................................

2,098,432

Investments,

fair

value(>)

........................................................................................................................................................

2,245,592

Receivables:

Investments

sold

...............................................................................................................................................................

1,812

Prepaid

expenses

..........................................................................................................................................................................

Total

assets

...............................................................................................................................................................

2,247,411

Liabilities

Payables:

Fund

redeemed

......................................................................................................................................................

1,812

Accrued

fees

affiliates

..................................................................................................................................................

406

Other

accrued

expenses

....................................................................................................................................................

Total

liabilities

...........................................................................................................................................................

2,255

Net

Assets

...............................................................................................................................................................

2,245,156

Net

Assets

Consist

of:

Total

distributable

earnings

(losses)

.............................................................................................................................................

194,78

Paid-in

capital

..............................................................................................................................................................................

2,050,37

Net

Assets

...............................................................................................................................................................

2,245,156

(>)

Investments

affiliated

funds

...........................................................................................................................................

2,245,592

Net

Asset

Value

offering

and

redemption

price

per

Net

asset

value

per

Class

(#)

..........................................................................................................................................

10.87

Class

—

Net

assets

...........................................................................................................................................................

2,245,156,182

Class

—

outstanding

.............................................................................................................................................

206,528,727

(#)

Net

asset

value

per

equals

class

level

net

assets

divided

class

level

outstanding.

Venerable

Variable

Insurance

Trust

Venerable

Moderate

Allocation

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Moderate

Allocation

Fund

Statement

Operations

—

For

the

Period

Ended

June

30,

2025

(Unaudited)

Amounts

thousands

Investment

Income

distributions

from

affiliated

funds

...................................................................................................................................

40,097

Expenses

Advisory

fees

...................................................................................................................................................................

558

Administrative

fees

..........................................................................................................................................................

1,338

Distribution

fees

Class

...............................................................................................................................................

3,346

Professional

fees

..............................................................................................................................................................

Trustees’

fees

....................................................................................................................................................................

Printing

fees

.....................................................................................................................................................................

Miscellaneous

..................................................................................................................................................................

Expenses

before

reductions

..............................................................................................................................................

5,406

Expense

reductions

..........................................................................................................................................................

(3,476)

Net

expenses

................................................................................................................................................................................

1,930

Net

investment

income

(loss)

.......................................................................................................................................................

38,167

Net

Realized

and

Unrealized

Gain

(Loss)

Net

realized

gain

(loss)

on:

Investments

affiliated

funds

.........................................................................................................................................

6,360

Capital

gain

distributions

from

affiliated

funds

...............................................................................................................

3,343

Net

realized

gain

(loss)

................................................................................................................................................................

9,703

Net

change

unrealized

appreciation

(depreciation)

on:

Investments

affiliated

funds

.........................................................................................................................................

71,591

Net

change

unrealized

appreciation

(depreciation)

.................................................................................................................

71,591

Net

realized

and

unrealized

gain

(loss)

........................................................................................................................................

81,294

Net

Increase

(Decrease)

Net

Assets

from

Operations

....................................................................................

119,461

Venerable

Variable

Insurance

Trust

Venerable

Strategic

Bond

Fund

Schedule

Investments

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Strategic

Bond

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Long-Term

Fixed

Income

Investments

115.9%

Asset-Backed

Securities

3.2%

Aaset

Trust

Series

2019-2

Class

3.376%

due

10/16/39

(Þ)

1,869

1,857

Angel

Oak

Mortgage

Trust

Series

2025-HB1

Class

6.106%

due

02/25/55

(SOFR

Day

Average

1.800%)(Ê)(Þ)

1,164

1,171

Capital

One

Multi-Asset

Execution

Trust

Series

2022-A3

Class

4.950%

due

10/15/27

1,730

1,732

CarMax

Auto

Owner

Trust

Series

2025-2

Class

A2A

4.590%

due

07/17/28

2,480

2,488

Chase

Auto

Owner

Trust

Series

2024-3A

Class

5.220%

due

07/25/29

2,081

2,105

FIGRE

Trust

Series

2025-HE3

Class

5.560%

due

05/25/55

(~)(Ê)(Þ)

1,281

1,290

Series

2025-HE4

Class

5.408%

due

07/25/55

(~)(Ê)(Þ)

3,922

Ford

Credit

Auto

Owner

Trust

Series

2021-2

Class

2.110%

due

05/15/34

(Þ)

1,870

1,803

Series

2022-1

Class

3.880%

due

11/15/34

(Þ)

1,065

1,057

Series

2024-1

Class

4.870%

due

08/15/36

(~)(Ê)(Þ)

3,560

3,628

Hardee's

Funding

LLC

Series

2024-1A

Class

7.253%

due

03/20/54

(Þ)

3,456

3,569

Hyundai

Auto

Receivables

Trust

Series

2025-B

Class

4.360%

due

12/17/29

7,058

7,105

Lunar

Structured

Aircraft

Portfolio

Notes

Series

2021-1

Class

2.636%

due

10/15/46

(Þ)

4,380

4,081

Oak

Street

Investment

Grade

Net

Lease

Fund

Series

2020-1A

Class

1.850%

due

11/20/50

(Þ)

4,438

4,349

Taco

Bell

Funding

LLC

Series

2021-1A

Class

A23

2.542%

due

08/25/51

(Þ)

4,176

3,584

Towd

Point

Mortgage

Trust

Series

2024-CES4

Class

5.122%

due

09/25/64

(~)(Ê)(Þ)

2,597

2,583

USB

Auto

Owner

Trust

Series

2025-1A

Class

4.490%

due

06/17/30

(Þ)

4,074

4,105

Woodmont

Trust

Series

2024-12A

Class

A1R

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

5.682%

due

10/25/32

(CME

Term

SOFR

Month

1.400%)(Ê)(Þ)

3,615

3,622

54,051

Corporate

Bonds

and

Notes

25.7%

Consumer

Discretionary

4.1%

7-Eleven,

Inc.

1.300%

due

02/10/28

(Þ)

5,685

5,246

Mileage

Plan

IP,

Ltd.

5.021%

due

10/20/29

(Þ)

2,350

2,326

Brunswick

Corp.

5.100%

due

04/01/52

1,100

843

Carnival

Corp.

4.000%

due

08/01/28

(Þ)

5,345

5,231

Charter

Communications

Operating

LLC

Charter

Communications

Operating

Capital

Corp.

5.050%

due

03/30/29

3,300

3,333

2.800%

due

04/01/31

900

802

4.400%

due

04/01/33

1,350

1,270

6.550%

due

06/01/34

1,250

1,333

5.750%

due

04/01/48

370

337

4.800%

due

03/01/50

1,420

1,137

3.900%

due

06/01/52

1,230

843

5.500%

due

04/01/63

1,050

888

Series

4.200%

due

03/15/28

900

892

6.484%

due

10/23/45

500

495

Comcast

Corp.

3.400%

due

04/01/30

970

931

3.750%

due

04/01/40

2,150

1,782

Delta

Air

Lines,

Inc.

SkyMiles

IP,

Ltd.

4.750%

due

10/20/28

(Þ)

3,000

3,006

Dick's

Sporting

Goods,

Inc.

3.150%

due

01/15/32

2,520

2,260

4.100%

due

01/15/52

3,050

2,175

Horton,

Inc.

5.000%

due

10/15/34

2,350

2,326

5.500%

due

10/15/35

4,475

4,556

Ford

Motor

Co.

6.100%

due

08/19/32

1,380

1,378

Ford

Motor

Credit

Co.

LLC

4.950%

due

05/28/27

2,790

2,772

7.350%

due

03/06/30

4,320

4,559

General

Motors

Co.

5.600%

due

10/15/32

500

508

General

Motors

Financial

Co.,

Inc.

2.350%

due

01/08/31

1,000

866

Home

Depot,

Inc.

(The)

2.700%

due

04/15/30

970

906

Hyundai

Capital

America

5.300%

due

01/08/30

(Þ)

3,500

3,573

5.400%

due

06/24/31

(Þ)

1,800

1,840

5.400%

due

06/23/32

(Þ)

165

167

Las

Vegas

Sands

Corp.

6.000%

due

08/15/29

890

914

Venerable

Variable

Insurance

Trust

Venerable

Strategic

Bond

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Strategic

Bond

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Mileage

Plus

Holdings

LLC

Mileage

Plus

Intellectual

Property

Assets,

Ltd.

6.500%

due

06/20/27

(Þ)

348

349

Paramount

Global

4.950%

due

01/15/31

2,010

1,954

Series

3.700%

due

06/01/28

790

768

PVH

Corp.

5.500%

due

06/13/30

1,615

1,626

Tapestry,

Inc.

5.100%

due

03/11/30

1,132

1,147

5.500%

due

03/11/35

1,376

1,381

Series

3.050%

due

03/15/32

430

383

Time

Warner

Cable

LLC

7.300%

due

07/01/38

1,760

1,918

WarnerMedia

Holdings,

Inc.

4.054%

due

03/15/29

920

857

Series

3.755%

due

03/15/27

69,902

Consumer

Staples

1.5%

Altria

Group,

Inc.

4.800%

due

02/14/29

410

415

5.800%

due

02/14/39

1,000

1,013

Haleon

Capital

LLC

Series

3.375%

due

03/24/29

1,000

967

3.625%

due

03/24/32

2,000

1,871

JBS

USA

Holding

Lux

SARL/

JBS

USA

Food

Co./

JBS

Lux

Co.

SARL

5.950%

due

04/20/35

(Þ)

3,340

3,460

Series

3.000%

due

02/02/29

2,500

2,377

Kellogg

Co.

4.500%

due

04/01/46

283

242

Kenvue

Inc.

4.850%

due

05/22/32

3,380

3,419

Kroger

Co.

(The)

5.000%

due

09/15/34

1,000

994

Mars,

Inc.

3.200%

due

04/01/30

(Þ)

530

503

5.000%

due

03/01/32

(Þ)

810

821

5.200%

due

03/01/35

(Þ)

1,085

1,098

2.375%

due

07/16/40

(Þ)

660

462

5.700%

due

05/01/55

(Þ)

785

783

5.800%

due

05/01/65

(Þ)

490

Series

144

5.650%

due

05/01/45

(Þ)

1,040

1,041

Philip

Morris

International,

Inc.

4.875%

due

02/13/29

810

824

4.375%

due

04/30/30

3,645

3,635

5.125%

due

02/13/31

180

185

5.250%

due

02/13/34

1,090

1,111

4.500%

due

03/20/42

180

159

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Pilgrim's

Pride

Corp.

Series

3.500%

due

03/01/32

335

302

26,172

Energy

3.7%

Cameron

LNG

LLC

2.902%

due

07/15/31

(Þ)

2,000

1,818

Cheniere

Energy

Partners,

Series

4.000%

due

03/01/31

490

466

3.250%

due

01/31/32

1,850

1,658

Columbia

Pipelines

Operating

Co.

LLC

6.036%

due

11/15/33

(Þ)

1,560

1,638

6.544%

due

11/15/53

(Þ)

310

320

Continental

Resources,

Inc.

2.268%

due

11/15/26

(Þ)

2,000

1,934

4.900%

due

06/01/44

1,000

786

Series

4.375%

due

01/15/28

1,800

1,775

Coterra

Energy,

Inc.

5.600%

due

03/15/34

2,000

2,017

Series

3.900%

due

05/15/27

3,400

3,358

Devon

Energy

Corp.

5.200%

due

09/15/34

2,000

1,942

5.750%

due

09/15/54

3,840

3,460

Energy

Transfer,

5.250%

due

04/15/29

900

922

3.750%

due

05/15/30

2,000

1,919

5.550%

due

05/15/34

3,600

3,646

6.250%

due

04/15/49

1,700

1,679

EQT

Corp.

7.000%

due

02/01/30

1,000

1,083

Kinder

Morgan,

Inc.

4.300%

due

03/01/28

2,000

2,002

MPLX,

4.000%

due

03/15/28

1,870

1,851

2.650%

due

08/15/30

2,080

1,883

4.700%

due

04/15/48

1,050

852

Occidental

Petroleum

Corp.

5.200%

due

08/01/29

2,200

2,207

7.875%

due

09/15/31

690

775

6.600%

due

03/15/46

3,360

3,314

ONEOK,

Inc.

5.550%

due

11/01/26

900

912

5.800%

due

11/01/30

870

911

6.050%

due

09/01/33

710

746

6.625%

due

09/01/53

340

354

Targa

Resources

Corp.

6.500%

due

03/30/34

3,330

3,580

4.950%

due

04/15/52

360

300

Tennessee

Gas

Pipeline

Co.

LLC

2.900%

due

03/01/30

(Þ)

2,000

1,847

Transcontinental

Gas

Pipe

Line

Co.

LLC

Venerable

Variable

Insurance

Trust

Venerable

Strategic

Bond

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Strategic

Bond

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Series

7.850%

due

02/01/26

3,200

3,233

Western

Midstream

Operating,

4.050%

due

02/01/30

1,500

1,443

5.250%

due

02/01/50

630

531

Williams

Cos.,

Inc.

(The)

3.500%

due

11/15/30

1,000

946

2.600%

due

03/15/31

2,100

1,882

5.150%

due

03/15/34

2,700

2,697

5.100%

due

09/15/45

1,000

907

63,594

Financial

Services

7.9%

Air

Lease

Corp.

5.300%

due

02/01/28

2,740

2,801

American

Express

Co.

5.532%

due

04/25/30

(SOFR

1.090%)(Ê)

880

915

Aon

NA,

Inc.

5.450%

due

03/01/34

3,600

3,698

Arthur

Gallagher

Co.

4.850%

due

12/15/29

900

913

Aviation

Capital

Group

LLC

5.125%

due

04/10/30

(Þ)

2,170

2,190

Bank

America

Corp.

2.592%

due

04/29/31

(SOFR

2.150%)(Ê)

2,630

2,405

4.571%

due

04/27/33

(SOFR

1.830%)(Ê)

4,460

4,386

2.482%

due

09/21/36

(U.S.

Treasury

Yield

Curve

Rate

Note

Constant

Maturity

Year

1.200%)(Ê)

6,640

5,628

Series

3.419%

due

12/20/28

(CME

Term

SOFR

Month

1.302%)(Ê)

7,710

7,535

Brown

Brown,

Inc.

4.900%

due

06/23/30

1,883

1,901

5.250%

due

06/23/32

673

686

5.550%

due

06/23/35

905

923

Capital

One

Financial

Corp.

Series

7.624%

due

10/30/31

(SOFR

3.070%)(Ê)

2,050

2,316

Citigroup,

Inc.

3.520%

due

10/27/28

(CME

Term

SOFR

Month

1.413%)(Ê)

2,550

2,497

3.980%

due

03/20/30

(CME

Term

SOFR

Month

1.600%)(Ê)

4,730

4,634

2.561%

due

05/01/32

(SOFR

1.167%)(Ê)

6,390

5,661

3.785%

due

03/17/33

(SOFR

1.939%)(Ê)

3,960

3,695

6.125%

due

08/25/36

700

725

8.125%

due

07/15/39

240

302

Crown

Castle,

Inc.

4.900%

due

09/01/29

2,300

2,319

Goldman

Sachs

Group,

Inc.

(The)

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

3.615%

due

03/15/28

(SOFR

1.846%)(Ê)

1,130

1,115

3.814%

due

04/23/29

(CME

Term

SOFR

Month

1.420%)(Ê)

6,650

6,541

6.750%

due

10/01/37

610

669

2.908%

due

07/21/42

(SOFR

1.472%)(Ê)

1,490

1,065

5.150%

due

05/22/45

400

360

Series

DMTN

2.383%

due

07/21/32

(SOFR

1.248%)(Ê)

7,620

6,655

Jefferies

Financial

Group,

Inc.

Series

MTN

5.030%

due

03/16/26

2,095

2,087

JPMorgan

Chase

Co.

4.452%

due

12/05/29

(CME

Term

SOFR

Month

1.592%)(Ê)

4,000

4,008

2.545%

due

11/08/32

(SOFR

1.180%)(Ê)

5,800

5,106

Series

2.522%

due

04/22/31

(SOFR

2.040%)(Ê)

2,700

2,468

LPL

Holdings,

Inc.

6.750%

due

11/17/28

2,730

2,912

5.200%

due

03/15/30

270

274

Morgan

Stanley

0.985%

due

12/10/26

(SOFR

0.720%)(Ê)

4,000

3,936

Series

4.994%

due

04/12/29

(SOFR

1.380%)(Ê)

905

918

Series

GMTN

3.772%

due

01/24/29

(CME

Term

SOFR

Month

1.402%)(Ê)

1,300

1,280

4.431%

due

01/23/30

(CME

Term

SOFR

Month

1.890%)(Ê)

900

898

2.699%

due

01/22/31

(SOFR

1.143%)(Ê)

6,200

5,714

2.239%

due

07/21/32

(SOFR

1.178%)(Ê)

1,550

1,342

PNC

Financial

Services

Group,

Inc.

(The)

5.582%

due

06/12/29

(SOFR

1.841%)(Ê)

1,500

1,554

Truist

Financial

Corp.

Series

MTN

6.047%

due

06/08/27

(SOFR

2.050%)(Ê)

1,270

1,287

Bancorp

5.775%

due

06/12/29

(SOFR

2.020%)(Ê)

1,780

1,847

5.836%

due

06/12/34

(SOFR

2.260%)(Ê)

870

914

VICI

Properties,

3.750%

due

02/15/27

(Þ)

2,350

2,313

5.125%

due

11/15/31

2,000

2,002

Venerable

Variable

Insurance

Trust

Venerable

Strategic

Bond

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Strategic

Bond

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Wells

Fargo

Co.

5.499%

due

01/23/35

(SOFR

1.780%)(Ê)

10,750

11,027

Series

MTN

3.584%

due

05/22/28

(CME

Term

SOFR

Month

1.572%)(Ê)

1,910

1,881

2.879%

due

10/30/30

(CME

Term

SOFR

Month

1.432%)(Ê)

3,390

3,167

3.350%

due

03/02/33

(SOFR

1.500%)(Ê)

4,140

3,782

4.750%

due

12/07/46

1,240

1,062

134,314

Health

Care

2.1%

AbbVie,

Inc.

Series

3.200%

due

11/21/29

5,340

5,106

Amgen,

Inc.

5.250%

due

03/02/33

1,800

1,844

5.650%

due

03/02/53

1,800

1,758

Bristol-Myers

Squibb

Co.

5.550%

due

02/22/54

1,240

1,208

Cigna

Group

(The)

2.375%

due

03/15/31

1,310

1,165

Series

4.800%

due

08/15/38

1,930

1,812

4.900%

due

12/15/48

1,000

873

CVS

Health

Corp.

4.300%

due

03/25/28

1,550

1,543

3.750%

due

04/01/30

2,130

2,043

2.125%

due

09/15/31

970

830

4.780%

due

03/25/38

2,560

2,349

5.125%

due

07/20/45

1,630

1,442

5.050%

due

03/25/48

3,050

2,634

HCA,

Inc.

3.500%

due

09/01/30

2,000

1,891

Humana,

Inc.

3.125%

due

08/15/29

4,000

3,771

2.150%

due

02/03/32

500

419

Royalty

Pharma

PLC

5.150%

due

09/02/29

2,250

2,295

Solventum

Corp.

Series

5.400%

due

03/01/29

1,050

1,081

UnitedHealth

Group,

Inc.

2.000%

due

05/15/30

780

698

3.250%

due

05/15/51

2,510

1,664

36,426

Materials

and

Processing

0.2%

DuPont

Nemours,

Inc.

5.419%

due

11/15/48

1,000

1,008

Georgia-Pacific

LLC

4.950%

due

06/30/32

(Þ)

2,110

2,135

3,143

Producer

Durables

0.6%

Boeing

Co.

(The)

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

3.200%

due

03/01/29

1,220

1,162

3.600%

due

05/01/34

810

714

3.900%

due

05/01/49

1,657

1,190

Howmet

Aerospace,

Inc.

5.950%

due

02/01/37

2,150

2,286

L3Harris

Technologies,

Inc.

4.854%

due

04/27/35

560

548

Paychex,

Inc.

5.100%

due

04/15/30

2,565

2,626

RTX

Corp.

4.125%

due

11/16/28

400

399

Waste

Connections,

Inc.

5.000%

due

03/01/34

1,830

1,848

10,773

Technology

1.4%

Broadcom,

Inc.

3.137%

due

11/15/35

(Þ)

3,300

2,785

Series

4.150%

due

11/15/30

950

935

Foundry

Holdco

LLC

5.900%

due

01/25/30

(Þ)

1,800

1,881

5.500%

due

01/25/31

(Þ)

630

646

5.900%

due

01/25/33

(Þ)

955

990

Gartner,

Inc.

3.625%

due

06/15/29

(Þ)

2,450

2,331

Intel

Corp.

5.200%

due

02/10/33

630

635

Micron

Technology,

Inc.

5.300%

due

01/15/31

830

850

5.875%

due

02/09/33

1,770

1,845

Motorola

Solutions,

Inc.

4.850%

due

08/15/30

452

457

2.300%

due

11/15/30

397

353

5.200%

due

08/15/32

1,566

1,592

MSCI,

Inc.

3.625%

due

09/01/30

(Þ)

2,450

2,299

Oracle

Corp.

2.875%

due

03/25/31

2,500

2,279

6.900%

due

11/09/52

750

834

5.375%

due

09/27/54

550

502

Synopsys,

Inc.

5.150%

due

04/01/35

2,000

2,016

5.700%

due

04/01/55

150

149

23,379

Utilities

4.2%

American

Transmission

Systems,

Inc.

2.650%

due

01/15/32

(Þ)

2,150

1,892

AT&T,

Inc.

5.550%

due

08/15/41

910

897

Series

2.550%

due

12/01/33

2,230

1,867

3.500%

due

09/15/53

2,540

1,720

CenterPoint

Energy

Houston

Electric

LLC

4.950%

due

04/01/33

1,800

1,808

Venerable

Variable

Insurance

Trust

Venerable

Strategic

Bond

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Strategic

Bond

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Constellation

Energy

Generation

LLC

6.125%

due

01/15/34

2,150

2,317

DTE

Electric

Co.

5.250%

due

05/15/35

1,605

1,635

Duke

Energy

Corp.

3.150%

due

08/15/27

1,000

980

Duke

Energy

Indiana

LLC

5.400%

due

04/01/53

900

858

Duke

Energy

Ohio,

Inc.

5.250%

due

04/01/33

900

926

FirstEnergy

Corp.

Series

3.900%

due

07/15/27

5,000

4,944

Series

4.850%

due

07/15/47

820

697

FirstEnergy

Transmission

LLC

Series

4.550%

due

01/15/30

930

5.000%

due

01/15/35

2,000

1,979

NextEra

Energy

Capital

Holdings,

Inc.

5.300%

due

03/15/32

4,445

4,579

5.900%

due

03/15/55

1,330

1,335

Northern

States

Power

Co.

5.050%

due

05/15/35

2,330

2,354

NRG

Energy,

Inc.

2.450%

due

12/02/27

(Þ)

2,450

2,326

Pacific

Gas

and

Electric

Co.

2.100%

due

08/01/27

2,000

1,895

2.500%

due

02/01/31

1,000

868

5.800%

due

05/15/34

2,600

2,599

3.300%

due

08/01/40

1,500

1,075

3.500%

due

08/01/50

1,300

833

PG&E

Recovery

Funding

LLC

Series

A-2

5.256%

due

01/15/38

4,900

4,949

Southern

California

Edison

Co.

Series

4.125%

due

03/01/48

360

261

Southern

Co.

Gas

Capital

Corp.

4.950%

due

09/15/34

2,300

2,276

T-Mobile

USA,

Inc.

5.150%

due

04/15/34

1,440

1,459

Series

3.875%

due

04/15/30

4,330

4,204

2.250%

due

11/15/31

2,750

2,385

4.375%

due

04/15/40

1,210

1,070

3.300%

due

02/15/51

250

166

Verizon

Communications,

Inc.

3.875%

due

02/08/29

350

346

1.750%

due

01/20/31

3,340

2,883

4.500%

due

08/10/33

1,230

1,195

5.401%

due

07/02/37

(Þ)

770

775

3.850%

due

11/01/42

3,290

2,625

4.000%

due

03/22/50

790

603

Series

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

4.780%

due

02/15/35

2,790

2,719

Vistra

Operations

Co.

LLC

4.300%

due

07/15/29

(Þ)

2,400

2,366

71,596

439,299

International

Debt

9.2%

522

Funding

CLO,

Ltd.

Series

2024-6A

Class

A1R2

5.479%

due

10/23/34

(CME

Term

SOFR

Month

1.200%)(Ê)(Þ)

5,490

5,480

AerCap

Ireland

Capital

DAC

AerCap

Global

Aviation

Trust

2.450%

due

10/29/26

2,820

2,748

3.000%

due

10/29/28

2,100

2,001

3.300%

due

01/30/32

1,680

1,522

AGL

CLO

33,

Ltd.

Series

2024-33A

Class

5.620%

due

07/21/37

(CME

Term

SOFR

Month

1.350%)(Ê)(Þ)

1,630

1,633

Aker

ASA

5.800%

due

10/01/54

(Þ)

2,400

2,189

Anglo

American

Capital

PLC

4.750%

due

04/10/27

(Þ)

796

799

Apidos

CLO

XII

Series

2024-12A

Class

ARR

5.336%

due

04/15/31

(CME

Term

SOFR

Month

1.080%)(Ê)(Þ)

1,457

1,458

Ares

Loan

Funding

IV,

Ltd.

Series

2023-ALF4A

Class

6.006%

due

10/15/36

(CME

Term

SOFR

Month

1.750%)(Ê)(Þ)

5,370

5,382

Ares

XLVII

CLO,

Ltd.

Series

2018-47A

Class

5.438%

due

04/15/30

(CME

Term

SOFR

Month

1.182%)(Ê)(Þ)

244

BAE

Systems

PLC

5.125%

due

03/26/29

(Þ)

2,250

2,305

Banco

Santander

4.175%

due

03/24/28

(U.S.

Treasury

Yield

Curve

Rate

Note

Constant

Maturity

Year

2.000%)(Ê)

2,800

2,783

Bank

Montreal

3.803%

due

12/15/32

(USD

Swap

Semiannual

30/360

[versus

Month

LIBOR]

Year

Rate

1.432%)(Ê)

770

750

Bank

Nova

Scotia

(The)

4.588%

due

05/04/37

(U.S.

Treasury

Yield

Curve

Rate

Note

Constant

Maturity

Year

2.050%)(Ê)

1,960

1,852

Barclays

PLC

5.367%

due

02/25/31

(SOFR

1.230%)(Ê)

2,065

2,109

Basswood

Park

CLO,

Ltd.

Series

2021-1A

Class

5.531%

due

04/20/34

(CME

Term

SOFR

Month

1.262%)(Ê)(Þ)

1,950

1,951

Venerable

Variable

Insurance

Trust

Venerable

Strategic

Bond

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Strategic

Bond

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Birch

Grove

CLO

Ltd.

Series

2023-7A

Class

6.070%

due

10/20/36

(CME

Term

SOFR

Month

1.800%)(Ê)(Þ)

4,815

4,826

Birch

Grove

CLO

Ltd.

Series

2024-8A

Class

5.900%

due

04/20/37

(CME

Term

SOFR

Month

1.630%)(Ê)(Þ)

3,000

3,013

Black

Diamond

CLO,

Ltd.

Series

2024-1A

Class

5.932%

due

10/25/37

(CME

Term

SOFR

Month

1.650%)(Ê)(Þ)

5,000

5,022

BNP

Paribas

5.125%

due

01/13/29

(U.S.

Treasury

Yield

Curve

Rate

Note

Constant

Maturity

Year

1.450%)(Ê)(Þ)

3,650

3,706

3.052%

due

01/13/31

(SOFR

1.507%)(Ê)(Þ)

960

892

4.375%

due

03/01/33

(USD

Swap

Semiannual

30/360

[versus

Month

LIBOR]

Year

Rate

1.483%)(Ê)

(Þ)

1,930

1,890

5.894%

due

12/05/34

(SOFR

1.866%)(Ê)(Þ)

2,900

3,071

Series

144A

5.198%

due

01/10/30

(CME

Term

SOFR

Month

2.829%)(Ê)(Þ)

1,640

1,667

CaixaBank

4.634%

due

07/03/29

(SOFR

1.140%)(Ê)(Þ)

3,000

3,008

5.673%

due

03/15/30

(SOFR

1.780%)(Ê)(Þ)

2,250

2,328

Carlyle

Global

Market

Strategies

CLO,

Ltd.

Series

2018-3RA

Class

A1A

5.594%

due

07/27/31

(CME

Term

SOFR

Month

1.312%)(Ê)(Þ)

856

857

CarVal

CLO

VII-C,

Ltd.

Series

2024-1A

Class

A1R

5.710%

due

07/20/37

(CME

Term

SOFR

Month

1.440%)(Ê)(Þ)

1,920

1,925

Cayuga

Park

CLO,

Ltd.

Series

2021-1A

Class

5.661%

due

07/17/34

(CME

Term

SOFR

Month

1.382%)(Ê)(Þ)

2,030

2,032

CIFC

Funding,

Ltd.

Series

2021-4A

Class

A1A2

5.601%

due

04/20/34

(CME

Term

SOFR

Month

1.332%)(Ê)(Þ)

1,000

1,001

Cooperatieve

Rabobank

3.649%

due

04/06/28

(U.S.

Treasury

Yield

Curve

Rate

Note

Constant

Maturity

Year

1.220%)(Ê)(Þ)

850

839

3.758%

due

04/06/33

(U.S.

Treasury

Yield

Curve

Rate

Note

Constant

Maturity

Year

1.420%)(Ê)(Þ)

1,000

934

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Series

BKNT

3.750%

due

07/21/26

400

397

Credit

Agricole

4.000%

due

01/10/33

(USD

Swap

Semiannual

30/360

[versus

Month

LIBOR]

Year

Rate

1.644%)(Ê)

(Þ)

780

758

Danske

Bank

A/S

4.298%

due

04/01/28

(U.S.

Treasury

Yield

Curve

Rate

Note

Constant

Maturity

Year

1.750%)(Ê)(Þ)

2,000

1,992

Dryden

Senior

Loan

Fund

Series

2021-75A

Class

AR2

5.558%

due

04/15/34

(CME

Term

SOFR

Month

1.302%)(Ê)(Þ)

5,250

5,259

Series

2021-87A

Class

5.684%

due

05/20/34

(CME

Term

SOFR

Month

1.362%)(Ê)(Þ)

5,000

5,003

Electricite

France

5.750%

due

01/13/35

(Þ)

4,415

4,510

Elmwood

CLO

Ltd.

Series

2024-1A

Class

A1RR

5.790%

due

04/20/37

(CME

Term

SOFR

Month

1.520%)(Ê)(Þ)

5,180

5,194

Empower

CLO,

Ltd.

Series

2023-2A

Class

6.456%

due

07/15/36

(CME

Term

SOFR

Month

2.200%)(Ê)(Þ)

210

211

Series

2024-1A

Class

5.882%

due

04/25/37

(CME

Term

SOFR

Month

1.600%)(Ê)(Þ)

1,750

1,755

Enbridge,

Inc.

4.900%

due

06/20/30

645

652

Galaxy

XXI

CLO,

Ltd.

Series

2018-21A

Class

5.551%

due

04/20/31

(CME

Term

SOFR

Month

1.282%)(Ê)(Þ)

280

Glencore

Funding

LLC

4.000%

due

03/27/27

(Þ)

2,800

2,778

2.625%

due

09/23/31

(Þ)

1,500

1,318

HPS

Loan

Management,

Ltd.

Series

2022-19

Class

A1R

5.592%

due

01/22/35

(CME

Term

SOFR

Month

1.320%)(Ê)(Þ)

2,590

2,591

HSBC

Holdings

PLC

2.804%

due

05/24/32

(SOFR

1.187%)(Ê)

2,130

1,891

Kings

Park

CLO,

Ltd.

Series

2021-1A

Class

5.661%

due

01/21/35

(CME

Term

SOFR

Month

1.392%)(Ê)(Þ)

735

Lloyds

Banking

Group

PLC

4.650%

due

03/24/26

400

399

4.375%

due

03/22/28

550

549

Macquarie

Airfinance

Holdings,

Ltd.

6.400%

due

03/26/29

(Þ)

2,200

2,298

Venerable

Variable

Insurance

Trust

Venerable

Strategic

Bond

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Strategic

Bond

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

6.500%

due

03/26/31

(Þ)

945

1,000

Magnetite

XVII,

Ltd.

Series

2024-17A

Class

AR2

5.770%

due

04/20/37

(CME

Term

SOFR

Month

1.500%)(Ê)(Þ)

870

873

MF1

LLC

Series

2024-FL16

Class

5.856%

due

11/18/39

(CME

Term

SOFR

Month

1.541%)(Ê)(Þ)

4,220

4,228

Oaktree

CLO,

Ltd.

Series

2024-25A

Class

5.820%

due

04/20/37

(CME

Term

SOFR

Month

1.550%)(Ê)(Þ)

4,800

4,813

Ocean

Trails

CLO

Ltd.

Series

2024-10A

Class

AR2

5.556%

due

10/15/34

(CME

Term

SOFR

Month

1.300%)(Ê)(Þ)

1,250

1,251

Octagon

Investment

Partners

35,

Ltd.

Series

2018-1A

Class

A1A

5.591%

due

01/20/31

(CME

Term

SOFR

Month

1.322%)(Ê)(Þ)

1,382

OHA

Credit

Funding

18,

Ltd.

Series

2024-18A

Class

5.770%

due

04/20/37

(CME

Term

SOFR

Month

1.500%)(Ê)(Þ)

2,050

2,056

OHA

Loan

Funding,

Ltd.

Series

2018-2A

Class

5.630%

due

05/23/31

(CME

Term

SOFR

Month

1.302%)(Ê)(Þ)

468

Rad

CLO

22,

Ltd.

Series

2023-22A

Class

6.100%

due

01/20/37

(CME

Term

SOFR

Month

1.830%)(Ê)(Þ)

3,000

3,010

Rogers

Communications,

Inc.

5.300%

due

02/15/34

1,000

1,001

Toronto-Dominion

Bank

(The)

4.456%

due

06/08/32

330

324

UBS

Group

4.751%

due

05/12/28

(U.S.

Treasury

Yield

Curve

Rate

Note

Constant

Maturity

Year

1.750%)(Ê)(Þ)

3,700

3,720

4.194%

due

04/01/31

(SOFR

3.730%)(Ê)(Þ)

2,620

2,563

3.091%

due

05/14/32

(SOFR

1.730%)(Ê)(Þ)

4,170

3,787

9.016%

due

11/15/33

(SOFR

5.020%)(Ê)(Þ)

5,130

6,341

Whitebox

CLO

Ltd.

Series

2024-1A

Class

A1RR

5.595%

due

07/24/36

(CME

Term

SOFR

Month

1.320%)(Ê)(Þ)

4,000

4,001

Whitebox

CLO

III,

Ltd.

Series

2024-3A

Class

A1R

5.526%

due

10/15/35

(CME

Term

SOFR

Month

1.270%)(Ê)(Þ)

4,700

4,702

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

156,307

Mortgage-Backed

Securities

43.8%

2023-MIC

Trust

(The)

Series

2023-MIC

Class

8.732%

due

12/05/38

(~)(Ê)(Þ)

5,000

5,452

Angel

Oak

Mortgage

Trust

Series

2022-3

Class

4.000%

due

01/25/67

(Þ)

3,649

3,489

Series

2022-3

Class

4.084%

due

01/25/67

(~)(Ê)(Þ)

1,143

1,060

ARES

Commercial

Mortgage

Trust

Series

2024-IND2

Class

5.755%

due

10/15/34

(CME

Term

SOFR

Month

1.443%)(Ê)(Þ)

5,000

5,004

Bank

Commercial

Mortgage

Pass-

Through

Certificates

Series

2025-5YR15

Class

Interest

Only

STRIPS

1.439%

due

06/15/30

7,373

389

Barclays

Commercial

Mortgage

Trust

Series

2019-C5

Class

3.710%

due

11/15/52

2,172

1,905

Series

2023-C19

Class

Interest

Only

STRIPS

0.990%

due

04/15/56

(~)(Ê)

40,838

1,386

Series

2024-5C31

Class

Interest

Only

STRIPS

1.281%

due

12/15/57

(~)(Ê)

22,756

946

Series

2025-5C33

Class

Interest

Only

STRIPS

1.039%

due

03/15/58

(~)(Ê)

25,051

827

Benchmark

Mortgage

Trust

Series

2024-V12

Class

Interest

Only

STRIPS

1.068%

due

12/15/57

(~)(Ê)

26,577

895

Series

2025-V15

Class

Interest

Only

STRIPS

1.120%

due

05/17/30

(~)(Ê)

35,352

1,717

BMO

Mortgage

Trust

Series

2024-5C8

Class

Interest

Only

STRIPS

1.240%

due

12/15/57

(~)(Ê)

27,860

1,113

BRAVO

Residential

Funding

Trust

Series

2022-NQM2

Class

4.272%

due

11/25/61

(~)(Ê)(Þ)

4,291

4,270

Series

2023-NQM4

Class

6.435%

due

05/25/63

(~)(Ê)(Þ)

5,978

6,006

Series

2023-NQM6

Class

6.602%

due

09/25/63

(~)(Ê)(Þ)

1,733

1,746

Series

2023-NQM8

Class

6.394%

due

10/25/63

(~)(Ê)(Þ)

3,192

3,215

Series

2024-NQM5

Class

5.803%

due

06/25/64

(~)(Ê)(Þ)

5,951

5,985

Commercial

Mortgage

Trust

Series

2021-PAC

Class

Venerable

Variable

Insurance

Trust

Venerable

Strategic

Bond

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Strategic

Bond

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

5.116%

due

10/15/36

(CME

Term

SOFR

Month

0.804%)(Ê)(Þ)

5,000

4,989

Series

2021-VOLT

Class

5.126%

due

09/15/36

(CME

Term

SOFR

Month

0.814%)(Ê)(Þ)

4,844

4,830

Series

2021-XL2

Class

5.115%

due

10/15/38

(CME

Term

SOFR

Month

0.803%)(Ê)(Þ)

1,487

1,485

Series

2023-XL3

Class

6.073%

due

12/09/40

(CME

Term

SOFR

Month

1.761%)(Ê)(Þ)

3,580

3,582

Trust

Series

2021-ARIA

Class

5.326%

due

10/15/36

(CME

Term

SOFR

Month

1.014%)(Ê)(Þ)

5,000

4,985

Chase

Home

Lending

Mortgage

Trust

Series

2024-RPL4

Class

A1A

3.375%

due

12/25/64

(~)(Ê)(Þ)

3,847

3,439

Series

2025-3

Class

A11

7.500%

due

02/25/56

(SOFR

Day

Average

1.300%)(Ê)(Þ)

1,457

1,460

Series

2025-7

Class

A11

5.702%

due

05/25/56

(SOFR

Day

Average

1.400%)(Ê)(Þ)

897

COLT

Mortgage

Loan

Trust

Series

2024-2

Class

6.125%

due

04/25/69

(~)(Ê)(Þ)

5,682

5,713

COMM

Mortgage

Trust

Series

2014-CR14

Class

3.793%

due

02/10/47

(~)(Ê)

2,305

2,195

Series

2015-CR22

Class

3.926%

due

03/10/48

(~)(Ê)

1,745

1,663

Series

2015-LC19

Class

4.242%

due

02/10/48

(~)(Ê)

1,000

957

Connecticut

Avenue

Securities

Trust

Series

2022-R02

Class

2M1

5.505%

due

01/25/42

(SOFR

Day

Average

1.200%)(Ê)(Þ)

2,259

2,258

Series

2023-R01

Class

1M1

6.706%

due

12/25/42

(SOFR

Day

Average

2.400%)(Ê)(Þ)

2,117

2,169

Series

2023-R02

Class

1M1

6.605%

due

01/25/43

(SOFR

Day

Average

2.300%)(Ê)(Þ)

466

476

Series

2023-R06

Class

1M2

7.005%

due

07/25/43

(SOFR

Day

Average

2.700%)(Ê)(Þ)

4,000

4,142

Series

2025-R01

Class

1A1

5.256%

due

01/25/45

(SOFR

Day

Average

0.950%)(Ê)(Þ)

1,559

1,558

Series

2025-R01

Class

1M1

5.406%

due

01/25/45

(SOFR

Day

Average

1.100%)(Ê)(Þ)

1,559

1,560

Series

2025-R02

Class

1A1

5.306%

due

02/25/45

(SOFR

Day

Average

1.000%)(Ê)(Þ)

1,885

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

Series

2025-R02

Class

1M1

5.456%

due

02/25/45

(SOFR

Day

Average

1.150%)(Ê)(Þ)

5,513

5,518

Series

2025-R03

Class

2A1

5.755%

due

03/25/45

(SOFR

Day

Average

1.450%)(Ê)(Þ)

2,130

2,140

Series

2025-R04

Class

1A1

5.305%

due

05/25/45

(SOFR

Day

Average

1.000%)(Ê)(Þ)

1,253

Series

2025-R04

Class

1M1

5.505%

due

05/25/45

(SOFR

Day

Average

1.200%)(Ê)(Þ)

3,322

3,328

Corevest

American

finance,

Ltd.

Series

2025-RRTL1

Class

5.684%

due

05/28/40

(~)(Ê)(Þ)

640

643

Cross

Mortgage

Trust

Series

2024-H1

Class

6.085%

due

12/25/68

(~)(Ê)(Þ)

1,391

1,398

CSAIL

Commercial

Mortgage

Trust

Series

2015-C2

Class

3.849%

due

06/15/57

1,825

1,815

Series

2015-C2

Class

4.208%

due

06/15/57

(~)(Ê)

2,036

1,994

Fannie

Mae

2.000%

due

2042

20,512

17,595

2.000%

due

2046

13,804

11,005

2.500%

due

2051

13,224

11,014

3.000%

due

2052

37,863

33,391

5.500%

due

2052

5,293

5,351

4.500%

due

2053

4,847

4,662

6.000%

due

2054

20,295

20,667

Year

TBA(Ï)

1.500%

4,000

3,555

2.000%

6,000

5,480

2.500%

4,000

3,732

Year

TBA(Ï)

1.500%

3,000

2,256

2.000%

65,000

51,439

2.500%

35,000

29,024

3.500%

25,000

22,509

4.000%

16,000

14,878

4.500%

17,000

16,260

5.000%

28,000

27,445

5.500%

42,000

41,998

6.000%

32,000

32,523

6.500%

5,000

5,162

Series

2024-440

Class

C50

Interest

Only

STRIPS

4.500%

due

10/25/53

9,430

2,140

Fannie

Mae

Connecticut

Avenue

Securities

Trust

Series

2016-C07

Class

2M2

8.770%

due

05/25/29

(USD

Month

LIBOR

4.350%)(Ê)

814

841

Fannie

Mae

REMICS

Series

2024-98

Class

Venerable

Variable

Insurance

Trust

Venerable

Strategic

Bond

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Strategic

Bond

Fund

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

5.455%

due

12/25/53

(SOFR

Day

Average

1.150%)(Ê)

3,956

3,947

Series

2024-105

Class

5.305%

due

01/25/55

(SOFR

Day

Average

1.000%)(Ê)

6,487

6,470

Series

2025-41

Class

5.455%

due

06/25/54

(~)(Ê)

4,730

4,716

Series

2025-55

Class

5.406%

due

07/25/55

(SOFR

Day

Average

1.100%)(Ê)

7,564

7,527

Freddie

Mac

2.500%

due

2051

17,732

14,949

Freddie

Mac

REMICS

Series

2024-5420

Class

5.255%

due

06/25/54

(SOFR

Day

Average

0.950%)(Ê)

3,415

3,412

Freddie

Mac

STACR

REMIC

Trust

Series

2021-DNA7

Class

5.155%

due

11/25/41

(SOFR

Day

Average

0.850%)(Ê)(Þ)

2,063

2,058

Series

2024-DNA3

Class

5.755%

due

10/25/44

(SOFR

Day

Average

1.450%)(Ê)(Þ)

920

921

Series

2025-DNA2

Class

5.405%

due

05/25/45

(SOFR

Day

Average

1.100%)(Ê)(Þ)

1,893

1,895

Ginnie

Mae

2.000%

due

2051

15,732

12,823

2.500%

due

2052

9,590

8,031

3.000%

due

2053

11,083

9,845

3.500%

due

2053

13,474

12,405

5.500%

due

2053

8,859

9,024

6.000%

due

2053

5,260

5,407

4.500%

due

2054

16,970

Year

TBA(Ï)

2.000%

2,000

1,629

2.500%

9,000

7,647

3.500%

1,000

909

4.000%

10,000

9,295

4.500%

15,000

14,355

5.000%

11,000

10,804

6.000%

13,000

13,186

6.500%

3,000

3,079

Government

National

Mortgage

Association

Series

2024-151

Class

5.332%

due

09/20/54

(SOFR

Day

Average

1.030%)(Ê)

5,029

5,012

Mortgage

Securities

Trust

Series

2014-GC24

Class

4.162%

due

09/10/47

(~)(Ê)

1,734

1,666

Series

2015-GC30

Class

3.777%

due

05/10/50

(~)(Ê)

167

166

HOMES

Trust

Series

2024-NQM1

Class

5.915%

due

07/25/69

(~)(Ê)(Þ)

1,195

1,201

Amounts

thousands

(except

amounts)

Principal

Amount

($)

Fair

Value

JPMorgan

Chase

Commercial

Mortgage

Securities

Trust

Series

2016-JP3

Class

3.144%

due

08/15/49

1,750

1,668

Series

2016-JP3

Class

3.397%

due

08/15/49

(~)(Ê)

2,693

2,505

JPMorgan

Commercial

Mortgage

Securities

Trust

Series

2014-C23

Class

4.700%

due

09/15/47

(~)(Ê)

1,692

1,636

JPMorgan

Mortgage

Trust

Series

2024-CES1

Class

A1A

5.919%

due

06/25/54

(~)(Ê)(Þ)

931

934

LHOME

Mortgage

Trust

Series

2025-RTL2

Class

5.612%

due

04/25/40

(~)(Ê)(Þ)

1,024

1,028

Morgan

Stanley

Bank

America

Merrill

Lynch

Trust

Series

2013-C10

Class

4.112%

due

07/15/46

(~)(Ê)

1,392

1,249

Series

2015-C25

Class

4.069%

due

10/15/48

1,593

1,583

Series

2015-C27

Class

4.068%

due

12/15/47

1,305

1,294

Morgan

Stanley

Residential

Mortgage

Loan

Trust

Series

2024-INV2

Class

6.500%

due

02/25/54

(~)(Ê)(Þ)

2,990

3,044

Trust

Series

2023-GSP

Class

6.697%

due

01/06/29

(~)(Ê)(Þ)

5,000

5,255

OBX

Trust

Series

2022-NQM1

Class

2.305%

due

11/25/61

(~)(Ê)(Þ)

3,142

2,807

Series

2023-NQM4

Class

6.113%

due

03/25/63

(~)(Ê)(Þ)

1,136

1,138

Series

2024-NQM3

Class

6.129%

due

12/25/63

(~)(Ê)(Þ)

2,641

2,659

Series

2024-NQM8

Class

6.233%

due

05/25/64

(~)(Ê)(Þ)

5,152

5,198

Series

2024-NQM13

Class

5.116%

due

06/25/64

(Þ)

2,767

2,753

ONNI

Commercial

Mortgage

Trust

Series

2024-APT

Class

5.753%

due

07/15/39

(~)(Ê)(Þ)

4,460

4,556

PRKCM

Commercial

Mortgage

Trust

Series

2024-AFC1

Class

6.333%

due

03/25/59

2,793

2,811

RCKT

Mortgage

Trust

Series

2024-INV1

Class

6.500%

due

06/25/54

(~)(Ê)(Þ)

1,276

1,299

Capital

Partners

LLC

Series

2022-1

Class

3.166%

due

03/27/62

(~)(Ê)(Þ)

1,332

1,237

SMRT

Trust

Series

2022-MINI

Class

Venerable

Variable

Insurance

Trust

Venerable

Strategic

Bond

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Strategic

Bond

Fund

Statement

Assets

and

Liabilities

—

June

30,

2025

(Unaudited)

Amounts

thousands

Assets

Investments,

identified

cost

......................................................................................................................................................

2,021,100

Investments,

fair

value

.............................................................................................................................................................

2,014,179

Receivables:

Dividends

and

interest

......................................................................................................................................................

13,463

Investments

sold

...............................................................................................................................................................

2,813

Fund

sold

...............................................................................................................................................................

5,559

Prepaid

expenses

..........................................................................................................................................................................

Total

assets

...............................................................................................................................................................

2,036,020

Liabilities

Payables:

Due

custodian

..............................................................................................................................................................

199

Due

broker

(a)

..............................................................................................................................................................

2,310

Investments

purchased

.....................................................................................................................................................

325,85

Accrued

fees

affiliates

..................................................................................................................................................

1,018

Other

accrued

expenses

....................................................................................................................................................

Total

liabilities

...........................................................................................................................................................

329,394

Net

Assets

...............................................................................................................................................................

1,706,626

Net

Assets

Consist

of:

Total

distributable

earnings

(losses)

.............................................................................................................................................

(53,277)

Paid-in

capital

..............................................................................................................................................................................

1,759,903

Net

Assets

...............................................................................................................................................................

1,706,626

(a)

ash

collateral

due

broker

for

TBAs

............................................................................................................................

2,310

Net

Asset

Value

offering

and

redemption

price

per

Net

asset

value

per

Class

(#)

...........................................................................................................................................

9.72

Class

—

Net

assets

............................................................................................................................................................

445,087,900

Class

—

outstanding

..............................................................................................................................................

45,769,622

Net

asset

value

per

Class

(#)

..........................................................................................................................................

9.72

Class

—

Net

assets

...........................................................................................................................................................

1,261,537,836

Class

—

outstanding

.............................................................................................................................................

129,754,438

(#)

Net

asset

value

per

equals

class

level

net

assets

divided

class

level

shares outstanding.

Venerable

Variable

Insurance

Trust

Venerable

Strategic

Bond

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Strategic

Bond

Fund

Statement

Operations

—

For

the

Period

Ended

June

30,

2025

(Unaudited)

Amounts

thousands

Investment

Income

Interest

..............................................................................................................................................................................

40,838

Dividends

.........................................................................................................................................................................

679

Total

investment

income

..............................................................................................................................................................

41,517

Expenses

Advisory

fees

...................................................................................................................................................................

3,848

Administrative

fees

..........................................................................................................................................................

1,026

Distribution

fees

Class

...............................................................................................................................................

1,900

Professional

fees

..............................................................................................................................................................

Trustees’

fees

....................................................................................................................................................................

Printing

fees

.....................................................................................................................................................................

Miscellaneous

..................................................................................................................................................................

Expenses

before

reductions

..............................................................................................................................................

6,915

Expense

reductions

..........................................................................................................................................................

(547)

Net

expenses

................................................................................................................................................................................

6,368

Net

investment

income

(loss)

.......................................................................................................................................................

35,149

Net

Realized

and

Unrealized

Gain

(Loss)

Net

realized

gain

(loss)

on:

Investments

......................................................................................................................................................................

(22,866)

Net

realized

gain

(loss)

................................................................................................................................................................

(22,866)

Net

change

unrealized

appreciation

(depreciation)

on:

Investments

......................................................................................................................................................................

53,678

Net

change

unrealized

appreciation

(depreciation)

.................................................................................................................

53,678

Net

realized

and

unrealized

gain

(loss)

........................................................................................................................................

30,812

Net

Increase

(Decrease)

Net

Assets

from

Operations

....................................................................................

65,961

Venerable

Variable

Insurance

Trust

Venerable

Strategic

Bond

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Strategic

Bond

Fund

Statements

Changes

Net

Assets

Amounts

thousands

Period

Ended

June

30,

2025

(Unaudited)

Period

Ended

December

31,

2024

(1)

Increase

(Decrease)

Net

Assets

from

Operations

Net

investment

income

(loss)

..............................................................................................................

35,149

22,537

Net

realized

gain

(loss)

.......................................................................................................................

(22,866)

(30,151)

Net

change

unrealized

appreciation

(depreciation)

........................................................................

53,678

(60,599)

Net

increase

(decrease)

net

assets

from

operations

..............................................................................

65,961

(68,213)

Distributions

shareholders

Class

...........................................................................................................................................

(9,546)

(4,373)

Class

..........................................................................................................................................

(25,772)

(11,334)

Net

decrease

net

assets

from

distributions

............................................................................................

(35,318)

(15,707)

Transactions*

Net

increase

(decrease)

net

assets

from

transactions

...................................................................

(105,935)

1,865,838

Total

Net

Increase

(Decrease)

Net

Assets

........................................................................

(75,292)

1,781,918

Net

Assets

Beginning

period

..................................................................................................................................

1,781,918

—

End

period

.............................................................................................................................................

1,706,626

1,781,918

transaction

amounts

(in

thousands)

for

the

periods

ended

June

30,

2025

and

December

31,

2024

were

follows:

2025

(Unaudited)

2024

(1)

Dollars

Class

Proceeds

from

sold

3,788

36,177

50,473

504,742

Proceeds

from

reinvestment

distributions

994

9,546

450

4,373

Payments

for

redeemed

(8,933)

(86,146)

(1,00

)

(9,79

)

Net

increase

(decrease)

(4,151)

(40,423)

49,92

499,3

Class

Proceeds

from

sold

609

5,911

154,009

1,540,154

Proceeds

from

reinvestment

distributions

2,685

25,772

1,166

11,33

Payments

for

redeemed

(10,116)

(97,195)

(18,598)

(184,970)

Net

increase

(decrease)

(6,822)

(65,512)

136,577

1,366,51

Total

increase

(decrease)

(10,973)

(105,935)

186,49

1,865,838

(1)

For

the

period

September

2024

(commencement

operations)

December

31,

2024.

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Strategic

Equity

Fund

Schedule

Investments

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Strategic

Equity

Fund

Amounts

thousands

(except

amounts)

Number

Fair

Value

Common

Stocks

97.8%

Consumer

Discretionary

13.0%

Amazon.com,

Inc.(Æ)

580,961

127,458

AutoNation,

Inc.(Æ)

4,079

810

Avis

Budget

Group,

Inc.(Æ)

17,447

2,949

Bath

Body

Works,

Inc.

59,911

1,795

Best

Buy

Co.,

Inc.

40,690

2,732

BJ's

Wholesale

Club

Holdings,

Inc.(Æ)

34,199

3,688

BorgWarner,

Inc.

12,244

410

Boyd

Gaming

Corp.

14,874

1,164

CarMax,

Inc.(Æ)

9,180

617

Carnival

Corp.(Æ)

53,988

1,518

Charter

Communications,

Inc.

Class

A(Æ)

7,648

3,127

Chipotle

Mexican

Grill,

Inc.

Class

A(Æ)

62,848

3,529

Comcast

Corp.

Class

272,472

9,725

Costco

Wholesale

Corp.

11,047

10,936

Crocs,

Inc.(Æ)

17,853

1,808

Curtiss-Wright

Corp.

9,390

4,587

Deckers

Outdoor

Corp.(Æ)

6,789

700

Dick's

Sporting

Goods,

Inc.

3,059

605

Dollar

General

Corp.

10,952

1,253

Dollar

Tree,

Inc.(Æ)

20,624

2,043

eBay,

Inc.

27,537

2,050

Expedia

Group,

Inc.

18,134

3,059

Ford

Motor

Co.

316,232

3,431

Fox

Corp.

Class

99,771

5,591

GameStop

Corp.

Class

A(Æ)

5,468

133

Gap,

Inc.

(The)

24,918

543

General

Motors

Co.

149,871

7,375

Genuine

Parts

Co.

7,651

928

Hasbro,

Inc.

7,135

527

Home

Depot,

Inc.

(The)

19,233

7,052

Interpublic

Group

Cos.,

Inc.

(The)

19,885

487

Leggett

Platt,

Inc.

118,435

1,056

Liberty

Global,

Ltd.

Class

A(Æ)

81,132

812

Liberty

Global,

Ltd.

Class

C(Æ)

25,347

261

Lithia

Motors,

Inc.

Class

1,529

517

Lowe's

Cos.,

Inc.

63,350

14,055

Lululemon

Athletica

Inc.(Æ)

11,556

2,745

Mattel,

Inc.(Æ)

79,024

1,558

McDonald's

Corp.

2,059

602

MGM

Resorts

International(Æ)

16,323

561

Netflix,

Inc.

Class

B(Æ)

41,215

55,192

News

Corp.

Class

22,948

682

NIKE,

Inc.

Class

15,390

1,093

NVR,

Inc.(Æ)

158

1,167

O'Reilly

Automotive,

Inc.(Æ)

6,953

627

Penske

Automotive

Group,

Inc.

4,080

701

PulteGroup,

Inc.

14,277

1,506

Ralph

Lauren

Corp.

Class

5,806

1,592

Royal

Caribbean

Cruises,

Ltd.

6,459

2,023

RTX

Corp.

173,179

25,288

Sensata

Technologies

Holding

PLC

49,220

1,482

Starbucks

Corp.

73,765

6,759

Tapestry,

Inc.

16,322

1,433

Target

Corp.

5,248

518

Tesla,

Inc.(Æ)

103,333

32,825

Amounts

thousands

(except

amounts)

Number

Fair

Value

TJX

Cos.,

Inc.

(The)

194,146

23,975

Toll

Brothers,

Inc.

5,610

640

Ulta

Beauty,

Inc.(Æ)

7,413

3,468

Walmart,

Inc.

321,507

31,437

Walt

Disney

Co.

(The)

255,424

31,675

Warner

Bros.

Discovery,

Inc.(Æ)

31,365

359

Williams-Sonoma,

Inc.

19,353

3,162

Wynn

Resorts,

Ltd.

5,628

527

462,928

Consumer

Staples

3.7%

Albertsons

Cos.,

Inc.

Class

146,174

3,144

Altria

Group,

Inc.

127,788

7,492

Boston

Beer

Co.,

Inc.

(The)

Class

A(Æ)

4,877

931

Celsius

Holdings,

Inc.(Æ)

19,741

916

Clorox

Co.

(The)

971

117

Coca-Cola

Co.

(The)

118,360

8,374

Coca-Cola

Consolidated,

Inc.

17,982

2,008

Colgate-Palmolive

Co.

71,021

6,456

CVS

Health

Corp.

87,796

6,056

elf

Beauty,

Inc.(Æ)

2,749

342

Estee

Lauder

Cos.,

Inc.

(The)

Class

29,529

2,386

Hershey

Co.

(The)

5,944

986

Hormel

Foods

Corp.

5,106

154

Ingredion,

Inc.

26,176

3,550

Kenvue

Inc.

82,106

1,718

Keurig

Pepper,

Inc.

81,589

2,697

Kimberly-Clark

Corp.

40,014

5,159

Kraft

Heinz

Co.

(The)

64,757

1,672

Kroger

Co.

(The)

159,667

11,453

McCormick

Co.,

Inc.

81,593

6,186

Molson

Coors

Beverage

Co.

Class

27,259

1,311

Mondelez

International,

Inc.

Class

72,416

4,884

Monster

Beverage

Corp.(Æ)

229,686

14,388

PepsiCo,

Inc.

52,397

6,918

Philip

Morris

International,

Inc.

41,571

7,571

Pilgrim's

Pride

Corp.

57,061

2,567

Procter

Gamble

Co.

(The)

112,886

17,985

Sysco

Corp.

29,068

2,202

Tyson

Foods,

Inc.

Class

17,338

970

Walgreens

Boots

Alliance,

Inc.

188,845

2,168

132,761

Energy

3.0%

Baker

Hughes

Co.

59,666

2,288

Chevron

Corp.

155,522

22,269

Eaton

Corp.

PLC

76,670

27,371

Enphase

Energy,

Inc.(Æ)

1,411

EOG

Resources,

Inc.

125,971

15,067

EQT

Corp.

68,009

3,966

Exxon

Mobil

Corp.

131,842

14,213

Sinclair

Corp.

11,219

461

Kinder

Morgan,

Inc.

339,138

9,971

NOV,

Inc.

48,671

605

Phillips

24,477

2,920

Range

Resources

Corp.

14,273

580

TechnipFMC

PLC

36,944

1,272

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Strategic

Equity

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Strategic

Equity

Fund

Amounts

thousands

(except

amounts)

Number

Fair

Value

Texas

Pacific

Land

Corp.

908

959

Valero

Energy

Corp.

35,463

4,767

Williams

Cos.,

Inc.

(The)

14,924

937

107,702

Financial

Services

16.6%

Aflac,

Inc.

43,731

4,612

Ally

Financial,

Inc.

12,238

477

American

Financial

Group,

Inc.

3,568

450

American

International

Group,

Inc.

47,851

4,096

American

Tower

Corp.(ö)

33,156

7,328

Ameriprise

Financial,

Inc.

5,074

2,708

Arch

Capital

Group,

Ltd.

16,827

1,532

Assurant,

Inc.

2,548

503

Assured

Guaranty,

Ltd.

44,136

3,844

AvalonBay

Communities,

Inc.(ö)

6,793

1,382

Axis

Capital

Holdings,

Ltd.

48,428

5,028

Bank

America

Corp.

783,064

37,055

Bank

New

York

Mellon

Corp.

(The)

154,021

14,033

Berkshire

Hathaway,

Inc.

Class

A(Æ)

21,135

Berkshire

Hathaway,

Inc.

Class

B(Æ)

57,834

28,094

BlackRock,

Inc.

3,242

3,402

Blackstone,

Inc.

Class

27,723

4,147

Carlyle

Group,

Inc.

(The)

19,382

996

Charles

Schwab

Corp.

(The)

74,930

6,837

Chubb,

Ltd.

21,927

6,353

Cincinnati

Financial

Corp.

19,007

2,831

Citigroup,

Inc.

158,055

13,454

Citizens

Financial

Group,

Inc.

19,889

890

CME

Group,

Inc.

Class

16,667

4,594

Comerica,

Inc.

5,103

304

Commerce

Bancshares,

Inc.

5,886

366

Corebridge

Financial,

Inc.

30,092

1,068

Cullen/Frost

Bankers,

Inc.

2,548

328

East

West

Bancorp,

Inc.

6,119

618

Equinix

Inc.(ö)

5,072

4,035

Erie

Indemnity

Co.

Class

1,558

540

Everest

Group,

Ltd.

2,549

866

Extra

Space

Storage,

Inc.(ö)

10,256

1,512

Fidelity

National

Financial,

Inc.

12,241

686

Fifth

Third

Bancorp

26,523

1,091

First

Citizens

BancShares

Inc.

Class

596

1,166

First

Horizon

Corp.

19,878

421

First

Industrial

Realty

Trust,

Inc.(ö)

38,956

1,875

Goldman

Sachs

Group,

Inc.

(The)

32,519

23,015

Hartford

Insurance

Group,

Inc.

(The)

26,393

3,348

Huntington

Bancshares,

Inc.

64,762

1,085

Intercontinental

Exchange,

Inc.

76,983

14,124

Invesco,

Ltd.

12,232

193

Jefferies

Financial

Group,

Inc.

11,215

613

Jones

Lang

LaSalle,

Inc.(Æ)

6,624

1,694

JPMorgan

Chase

Co.

230,381

66,790

Loews

Corp.

11,726

1,075

M&T

Bank

Corp.

6,628

1,286

Markel

Group,

Inc.(Æ)

510

1,019

Marsh

McLennan

Cos.,

Inc.

20,519

4,486

MasterCard,

Inc.

Class

68,260

38,358

Amounts

thousands

(except

amounts)

Number

Fair

Value

MetLife,

Inc.

37,225

2,994

MGIC

Investment

Corp.

524,164

14,593

Morgan

Stanley

134,001

18,875

Northern

Trust

Corp.

29,360

3,723

Old

Republic

International

Corp.

157,756

6,064

PNC

Financial

Services

Group,

Inc.

(The)

17,848

3,327

Primerica,

Inc.

2,039

558

Principal

Financial

Group,

Inc.

12,242

972

Progressive

Corp.

(The)

43,732

11,670

Prologis,

Inc.(ö)

144,177

15,156

Prudential

Financial,

Inc.

16,317

1,753

Public

Storage(ö)

15,482

4,543

Raymond

James

Financial,

Inc.

11,218

1,721

Regency

Centers

Corp.(ö)

27,745

1,976

Regions

Financial

Corp.

40,786

959

Reinsurance

Group

America,

Inc.

Class

2,550

506

RenaissanceRe

Holdings,

Ltd.

2,548

619

Robinhood

Markets,

Inc.

Class

A(Æ)

1,489

139

SEI

Investments

Co.

37,191

3,342

Simon

Property

Group,

Inc.(ö)

10,817

1,739

State

Street

Corp.

48,527

5,160

Stifel

Financial

Corp.

4,590

476

Synchrony

Financial

38,620

2,577

Rowe

Price

Group,

Inc.

61,420

5,927

Tradeweb

Markets,

Inc.

Class

29,537

4,324

Travelers

Cos.,

Inc.

(The)

69,902

18,702

Truist

Financial

Corp.

102,089

4,389

Unum

Group

60,223

4,864

Bancorp

61,709

2,792

VICI

Properties,

Inc.(ö)

200,342

6,531

Visa,

Inc.

Class

171,545

60,907

Voya

Financial,

Inc.

2,040

145

W.R.

Berkley

Corp.

20,400

1,499

Webster

Financial

Corp.

7,650

418

Wells

Fargo

Co.

291,898

23,387

Western

Union

Co.

(The)

89,570

754

Willis

Towers

Watson

PLC

4,589

1,407

XP,

Inc.

Class

78,224

1,580

Zions

Bancorp

4,079

212

589,023

Health

Care

9.8%

10X

Genomics,

Inc.

Class

A(Æ)

155,518

1,801

Abbott

Laboratories

72,469

9,857

AbbVie,

Inc.

159,355

29,579

Agilent

Technologies,

Inc.

41,639

4,914

Align

Technology,

Inc.(Æ)

471

Amgen,

Inc.

71,486

19,960

Biogen,

Inc.(Æ)

37,784

4,745

BioMarin

Pharmaceutical,

Inc.(Æ)

16,883

928

Boston

Scientific

Corp.(Æ)

106,096

11,396

Bristol-Myers

Squibb

Co.

108,857

5,039

Cardinal

Health,

Inc.

19,443

3,266

Cencora

Inc.

Class

17,088

5,124

Charles

River

Laboratories

International,

Inc.(Æ)

5,718

868

Cigna

Group

(The)

22,314

7,377

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Strategic

Equity

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Strategic

Equity

Fund

Amounts

thousands

(except

amounts)

Number

Fair

Value

Danaher

Corp.

51,626

10,198

DaVita,

Inc.(Æ)

4,590

654

Dentsply

Sirona,

Inc.

38,270

608

DexCom

Inc.(Æ)

1,052

Doximity

Inc.

Class

A(Æ)

4,830

296

Eli

Lilly

Co.

47,724

37,201

Exelixis

Inc.(Æ)

142,518

6,281

Fortrea

Holdings,

Inc.(Æ)

4,236

Gilead

Sciences,

Inc.

188,900

20,943

Halozyme

Therapeutics,

Inc.(Æ)

6,629

345

HCA

Healthcare,

Inc.

17,849

6,838

Henry

Schein,

Inc.(Æ)

7,141

522

Humana,

Inc.

5,216

1,275

IDEXX

Laboratories,

Inc.(Æ)

10,182

5,461

Illumina,

Inc.(Æ)

10,006

955

Inspire

Medical

Systems,

Inc.(Æ)

2,111

274

Insulet

Corp.(Æ)

2,990

939

Intuitive

Surgical,

Inc.(Æ)

35,732

19,417

Jazz

Pharmaceuticals

PLC(Æ)

3,061

325

Johnson

235,112

35,913

Labcorp

Holdings,

Inc.

5,100

1,339

McKesson

Corp.

5,109

3,744

Medpace

Holdings,

Inc.(Æ)

7,597

2,384

Medtronic

PLC

77,005

6,713

Merck

Co.,

Inc.

45,441

3,597

Molina

Healthcare,

Inc.(Æ)

3,060

912

Penumbra,

Inc.(Æ)

395

101

Pfizer,

Inc.

63,897

1,549

Premier,

Inc.

Class

121,676

2,668

Quest

Diagnostics,

Inc.

7,138

1,282

Regeneron

Pharmaceuticals,

Inc.

3,504

1,840

ResMed

Inc.

13,648

3,521

Roivant

Sciences,

Ltd.(Æ)

40,775

460

Royalty

Pharma

PLC

Class

60,624

2,184

Stryker

Corp.

51,202

20,257

Tenet

Healthcare

Corp.(Æ)

5,608

987

Thermo

Fisher

Scientific,

Inc.

30,531

12,379

United

Therapeutics

Corp.(Æ)

15,113

4,343

UnitedHealth

Group,

Inc.

39,570

12,345

Universal

Health

Services,

Inc.

Class

4,081

739

Veeva

Systems,

Inc.

Class

A(Æ)

15,510

4,467

Waters

Corp.(Æ)

10,526

3,674

West

Pharmaceutical

Services,

Inc.

6,952

1,521

Zimmer

Biomet

Holdings,

Inc.

11,729

1,070

Zoetis,

Inc.

Class

9,146

1,426

349,003

Materials

and

Processing

4.6%

Acuity,

Inc.

1,530

456

Air

Products

Chemicals,

Inc.

12,329

3,478

Axalta

Coating

Systems,

Ltd.(Æ)

11,735

348

Builders

FirstSource

Inc.(Æ)

12,372

1,444

Industries

Holdings,

Inc.

82,760

7,614

CRH

PLC

60,954

5,596

Crown

Holdings,

Inc.

97,851

10,077

DuPont

Nemours,

Inc.

20,118

1,380

Ecolab,

Inc.

54,213

14,606

Amounts

thousands

(except

amounts)

Number

Fair

Value

Fastenal

Co.

201,861

8,478

Freeport-McMoRan,

Inc.

18,330

795

General

Electric

Co.

46,054

11,854

Johnson

Controls

International

PLC

75,347

7,958

Linde

PLC

45,504

21,349

LKQ

Corp.

14,427

534

Martin

Marietta

Materials,

Inc.

8,774

4,817

Masco

Corp.

13,767

886

Mosaic

Co.

(The)

51,350

1,873

Newmont

Corp.

179,402

10,452

Nucor

Corp.

13,770

1,784

Owens

Corning

5,609

771

Packaging

Corp.

America

5,609

1,057

PPG

Industries,

Inc.

13,768

1,566

Reliance,

Inc.

16,369

5,138

Sherwin-Williams

Co.

(The)

36,017

12,367

Southern

Copper

Corp.

14,388

1,456

Steel

Dynamics,

Inc.

11,218

1,436

Trane

Technologies

PLC

28,715

12,560

UFP

Industries,

Inc.

3,061

304

Valmont

Industries,

Inc.

1,638

535

Vulcan

Materials

Co.

35,913

9,367

162,336

Producer

Durables

8.3%

Co.

48,239

7,344

AGCO

Corp.

4,590

474

Allison

Transmission

Holdings,

Inc.

Class

24,194

2,298

AMETEK,

Inc.

20,857

3,774

Amphenol

Corp.

Class

139,851

13,811

Aptiv

PLC(Æ)

30,740

2,097

Automatic

Data

Processing,

Inc.

39,128

12,067

Boeing

Co.

(The)(Æ)

40,147

8,412

BWX

Technologies,

Inc.

34,932

5,032

Canadian

Pacific

Kansas

City,

Ltd.

43,800

3,472

Carlisle

Cos.,

Inc.

4,640

1,733

Caterpillar,

Inc.

40,208

15,610

Cintas

Corp.

32,767

7,303

CNH

Industrial

74,979

972

Corpay

Inc.(Æ)

3,059

1,015

CSX

Corp.

113,213

3,694

Cummins,

Inc.

7,650

2,505

Deere

Co.

18,053

9,180

Delta

Air

Lines,

Inc.

33,150

1,630

Donaldson

Co.,

Inc.

7,142

495

Dover

Corp.

5,609

1,028

EMCOR

Group,

Inc.

7,325

3,918

Emerson

Electric

Co.

74,843

9,979

Expeditors

International

Washington,

Inc.

8,159

932

Vernova

Inc.

7,375

3,902

General

Dynamics

Corp.

14,789

4,313

H&R

Block,

Inc.

7,652

420

Honeywell

International,

Inc.

53,244

12,400

Howmet

Aerospace,

Inc.

12,536

2,333

Huntington

Ingalls

Industries,

Inc.

2,549

615

Illinois

Tool

Works,

Inc.

3,973

982

Ingersoll

Rand,

Inc.

51,060

4,247

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Strategic

Equity

Fund

Schedule

Investments,

continued

—

June

30,

2025

(Unaudited)

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Strategic

Equity

Fund

Amounts

thousands

(except

amounts)

Number

Fair

Value

Jacobs

Solutions,

Inc.

11,229

1,476

L3Harris

Technologies,

Inc.

10,199

2,558

Lamb

Weston

Holdings,

Inc.

8,164

423

Lockheed

Martin

Corp.

26,645

12,340

Mettler

-Toledo

International,

Inc.(Æ)

7,695

9,039

Middleby

Corp.

(The)(Æ)

3,058

440

Mueller

Industries,

Inc.

6,131

487

Murphy

USA,

Inc.

917

373

Norfolk

Southern

Corp.

12,748

3,263

Northrop

Grumman

Corp.

14,820

7,410

Old

Dominion

Freight

Line,

Inc.

50,558

8,206

Oshkosh

Corp.

3,570

405

PACCAR,

Inc.

31,617

3,006

Parker-Hannifin

Corp.

6,728

4,699

PayPal

Holdings,

Inc.(Æ)

213,450

15,865

Regal

Rexnord

Corp.

4,080

591

Republic

Services,

Inc.

Class

15,865

3,912

Rockwell

Automation,

Inc.

6,951

2,309

Ryder

System,

Inc.

6,816

1,084

S&P

Global,

Inc.

18,645

9,831

Snap-on,

Inc.

3,777

1,175

Southwest

Airlines

Co.

34,172

1,109

Textron,

Inc.

12,236

982

Toro

Co.

(The)

19,253

1,361

U-Haul

Holding

Co.(Æ)

11,720

644

Union

Pacific

Corp.

72,408

16,661

United

Airlines,

Inc.(Æ)

65,170

5,189

United

Parcel

Service,

Inc.

Class

17,810

1,798

United

Rentals,

Inc.

3,747

2,823

Verisk

Analytics,

Inc.

Class

4,569

1,423

W.W.

Grainger,

Inc.

11,754

12,227

Waste

Management,

Inc.

48,376

11,069

WESCO

International,

Inc.

3,060

567

Xylem,

Inc.

29,041

3,757

296,489

Technology

35.8%

Accenture

PLC

Class

24,183

7,228

Adobe,

Inc.(Æ)

22,382

8,659

Advanced

Micro

Devices,

Inc.(Æ)

10,429

1,480

Airbnb,

Inc.

Class

A(Æ)

63,749

8,437

Allegion

PLC

5,097

735

Alphabet,

Inc.

Class

315,633

55,624

Alphabet,

Inc.

Class

228,284

40,495

Apple,

Inc.

661,721

135,765

Applied

Materials,

Inc.

35,147

6,434

AppLovin

Corp.

Class

A(Æ)

7,816

2,736

Arista

Networks,

Inc.(Æ)

20,849

2,133

Arrow

Electronics,

Inc.(Æ)

1,195

152

Atlassian

Corp.

Class

A(Æ)

10,432

2,119

Autodesk,

Inc.(Æ)

30,404

9,412

Booking

Holdings,

Inc.

3,596

20,818

Broadcom,

Inc.

242,320

66,796

CACI

International,

Inc.

Class

A(Æ)

1,529

729

Cadence

Design

Systems,

Inc.(Æ)

13,822

4,259

Cirrus

Logic,

Inc.(Æ)

30,287

3,158

Cisco

Systems,

Inc.

373,824

25,936

Amounts

thousands

(except

amounts)

Number

Fair

Value

Cognizant

Technology

Solutions

Corp.

Class

29,577

2,308

Concentrix

Corp.

41,505

2,194

Corteva

Inc.

70,930

5,286

Crowdstrike

Holdings,

Inc.

Class

A(Æ)

3,726

1,898

Dell

Technologies,

Inc.

Class

20,399

2,501

DocuSign,

Inc.(Æ)

44,177

3,441

Dropbox,

Inc.

Class

A(Æ)

228,023

6,521

Electronic

Arts,

Inc.

16,929

2,704

Etsy,

Inc.(Æ)

31,170

1,563

F5,

Inc.(Æ)

6,330

1,863

Fair

Isaac

Corp.(Æ)

1,213

2,217

Fortinet,

Inc.(Æ)

38,333

4,053

Gen

Digital,

Inc.

121,885

3,583

Genpact

Ltd.

42,206

1,857

HP,

Inc.

78,555

1,921

HubSpot

Inc.(Æ)

3,200

1,781

International

Business

Machines

Corp.

12,598

3,714

Intuit,

Inc.

34,240

26,968

Jabil,

Inc.

4,685

1,022

KLA

Corp.

16,894

15,133

Lam

Research

Corp.

58,559

5,700

Leidos

Holdings,

Inc.

7,648

1,207

Lyft,

Inc.

Class

A(Æ)

172,880

2,725

Manhattan

Associates,

Inc.(Æ)

9,438

1,864

Maplebear

Inc.(Æ)

23,225

1,051

Marvell

Technology,

Inc.

101,983

7,893

Match

Group,

Inc.

14,249

440

Meta

Platforms,

Inc.

Class

136,182

100,515

Micron

Technology,

Inc.

12,024

1,482

Microsoft

Corp.

442,966

220,336

Monolithic

Power

Systems,

Inc.

15,582

11,396

NetApp,

Inc.

36,362

3,874

NVIDIA

Corp.

1,422,427

224,730

Oracle

Corp.

31,295

6,842

Palantir

Technologies,

Inc.

Class

A(Æ)

56,979

7,767

Palo

Alto

Networks,

Inc.(Æ)

83,246

17,035

Paycom

Software,

Inc.

7,271

1,683

Pegasystems

Inc.

49,394

2,674

Pinterest,

Inc.

Class

A(Æ)

37,300

1,338

PTC,

Inc.(Æ)

26,333

4,538

Qorvo

Inc.(Æ)

19,992

1,698

QUALCOMM,

Inc.

151,740

24,166

RingCentral,

Inc.

Class

A(Æ)

43,705

1,239

Salesforce,

Inc.

66,849

18,229

ServiceNow

Inc.(Æ)

17,453

17,943

Skyworks

Solutions,

Inc.

39,703

2,959

Snowflake,

Inc.

Class

A(Æ)

4,412

987

Spotify

Technology

SA(Æ)

5,008

3,843

SS&C

Technologies

Holdings,

Inc.

10,923

904

Synopsys,

Inc.(Æ)

42,097

21,582

SYNNEX

Corp.

4,587

622

Connectivity

PLC

45,557

7,684

Texas

Instruments,

Inc.

59,950

12,447

Twilio

Inc.

Class

A(Æ)

9,168

1,140

Tyler

Technologies,

Inc.(Æ)

3,734

2,214

Uber

Technologies,

Inc.(Æ)

162,931

15,201

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Strategic

Equity

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Strategic

Equity

Fund

Statement

Assets

and

Liabilities

—

June

30,

2025

(Unaudited)

Amounts

thousands

Assets

Investments,

identified

cost

......................................................................................................................................................

3,094,171

Investments,

fair

value

.............................................................................................................................................................

3,558,267

Cash

..............................................................................................................................................................................................

Receivables:

Dividends

and

interest

......................................................................................................................................................

1,619

Investments

sold

...............................................................................................................................................................

1,012

From

broker(a)

.................................................................................................................................................................

809

Variation

margin

futures

contracts

..............................................................................................................................

305

Prepaid

expenses

..........................................................................................................................................................................

Total

assets

...............................................................................................................................................................

3,566,053

Liabilities

Payables:

Investments

purchased

.....................................................................................................................................................

654

Fund

redeemed

......................................................................................................................................................

4,060

Accrued

fees

affiliates

..................................................................................................................................................

2,305

Other

accrued

expenses

....................................................................................................................................................

Total

liabilities

...........................................................................................................................................................

7,078

Net

Assets

...............................................................................................................................................................

3,558,975

Net

Assets

Consist

of:

Total

distributable

earnings

(losses)

.............................................................................................................................................

447,041

Paid-in

capital

..............................................................................................................................................................................

3,111,934

Net

Assets

...............................................................................................................................................................

3,558,975

(a)

Cash

collateral

held

broker

for

futures

contracts

...........................................................................................................

809

Net

Asset

Value

offering

and

redemption

price

per

Net

asset

value

per

Class

(#)

...........................................................................................................................................

11.28

Class

—

Net

assets

............................................................................................................................................................

1,355,817,844

Class

—

outstanding

..............................................................................................................................................

120,207,867

Net

asset

value

per

Class

(#)

..........................................................................................................................................

11.27

Class

—

Net

assets

...........................................................................................................................................................

2,203,157,499

Class

—

outstanding

.............................................................................................................................................

195,443,791

(#)

Net

asset

value

per

equals

class

level

net

assets

divided

class

level

shares outstanding.

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Strategic

Equity

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Strategic

Equity

Fund

Statement

Operations

—

For

the

Period

Ended

June

30,

2025

(Unaudited)

Amounts

thousands

Investment

Income

Dividends

.........................................................................................................................................................................

24,658

Interest

..............................................................................................................................................................................

Total

investment

income

..............................................................................................................................................................

24,730

Expenses

Advisory

fees

...................................................................................................................................................................

10,440

Administrative

fees

..........................................................................................................................................................

2,088

Distribution

fees

Class

...............................................................................................................................................

3,215

Professional

fees

..............................................................................................................................................................

101

Trustees’

fees

....................................................................................................................................................................

Printing

fees

.....................................................................................................................................................................

Miscellaneous

..................................................................................................................................................................

Expenses

before

reductions

..............................................................................................................................................

15,986

Expense

reductions

..........................................................................................................................................................

(1,862)

Net

expenses

................................................................................................................................................................................

14,124

Net

investment

income

(loss)

.......................................................................................................................................................

10,606

Net

Realized

and

Unrealized

Gain

(Loss)

Net

realized

gain

(loss)

on:

Investments

......................................................................................................................................................................

(25,463)

Futures

contracts

..............................................................................................................................................................

(2,130)

Net

realized

gain

(loss)

................................................................................................................................................................

(27,593)

Net

change

unrealized

appreciation

(depreciation)

on:

Investments

....................................................................................................................................................................

226,192

Futures

contracts

..............................................................................................................................................................

3,366

Net

change

unrealized

appreciation

(depreciation)

.................................................................................................................

229,558

Net

realized

and

unrealized

gain

(loss)

........................................................................................................................................

201,965

Net

Increase

(Decrease)

Net

Assets

from

Operations

....................................................................................

212,571

Venerable

Variable

Insurance

Trust

Venerable

Large

Cap

Strategic

Equity

Fund

See

accompanying

notes

which

are

integral

part

the

financial

statements.

Venerable

Large

Cap

Strategic

Equity

Fund

Statements

Changes

Net

Assets

Amounts

thousands

Period

Ended

June

30,

2025

(Unaudited)

Period

Ended

December

31,

2024

(1)

Increase

(Decrease)

Net

Assets

from

Operations

Net

investment

income

(loss)

..............................................................................................................

10,606

7,124

Net

realized

gain

(loss)

.......................................................................................................................

(27,593)

41,69

Net

change

unrealized

appreciation

(depreciation)

........................................................................

229,558

236,566

Net

increase

(decrease)

net

assets

from

operations

..............................................................................

212,571

285,389

Distributions

shareholders

Class

...........................................................................................................................................

(19,701)

—

Class

..........................................................................................................................................

(31,218)

—

Net

decrease

net

assets

from

distributions

............................................................................................

(50,919)

—

Transactions*

Net

increase

(decrease)

net

assets

from

transactions

...................................................................

(294,558)

3,406,492

Total

Net

Increase

(Decrease)

Net

Assets

........................................................................

(132,906)

3,691,881

Net

Assets

Beginning

period

..................................................................................................................................

3,691,881

—

End

period

.............................................................................................................................................

3,558,975

3,691,881

transaction

amounts

(in

thousands)

for

the

periods

ended

June

30,

2025

and

December

31,

2024

were

follows:

2025

(Unaudited)

2024

(1)

Dollars

Class

Proceeds

from

sold

3,058

28,282

149,859

1,499,707

Proceeds

from

reinvestment

distributions

1,781

19,701

—

Payments

for

redeemed

(16,103)

(173,030)

(18,387)

(196,737)

Net

increase

(decrease)

(11,264)

(125,047)

131,472

1,302,970

Class

Proceeds

from

sold

(2)

113

1,153

229,324

2,294,720

Proceeds

from

reinvestment

distributions

2,823

31,218

—

Payments

for

redeemed

(18,966)

(201,882)

(17,850)

(191,198)

Net

increase

(decrease)

(16,030)

(169,511)

211,474

2,103,522

Total

increase

(decrease)

(27,294)

(294,558)

342,946

3,406,492

(1)

For

the

period

September

2024

(commencement

operations)

December

31,

2024.

(2)

During

the

period

ended

December

31,2024,

Venerable

Large

Cap

Strategic

Equity

Fund

received

securities

the

amount

$2,210,034

for

Class

satisfy

subscription-in-kind.

Venerable

Variable

Insurance

Trust

Notes

Financial

Statements

—

June

30,

2025

(Unaudited)

Notes

Financial

Statements

Organization

Venerable

Variable

Insurance

Trust

(the

“Trust”)

was

organized

Delaware

statutory

trust

October

2023

and

registered

under

the

Investment

Company

Act

1940,

amended

(“Investment

Company

Act”),

open-end

management

investment

company.

June

30,

2025,

the

Trust

offered

five

different

investment

portfolios

(each

“Fund”

and

collectively,

the

“Funds”).

Each

Fund’s

are

offered

net

asset

value

(“NAV”)

qualified

insurance

company

separate

accounts

serving

investment

options

under

variable

insurance

products.

Venerable

Investment

Advisers,

LLC

(“VIA”

the

“Adviser”),

wholly-owned

subsidiary

Venerable

Holdings,

Inc.,

serves

the

investment

adviser

the

Funds.

VIA

oversees

all

investment

advisory

and

portfolio

management

services.

The

Adviser

acts

manager

managers

and

makes

recommendations

with

respect

the

selection

and

continued

employment

the

sub-

advisers

manage

the

Funds’

assets.

The

Adviser

performs

diligence

and

monitors

the

sub-advisers

and

reviews

investment

performance

and

adherence

compliance

procedures.

The

Funds

are

authorized

issue

beneficial

interest

one

classes.

Certain

the

Funds

currently

offer

two

classes

Class

and

Class

subject

Rule

12b-1

distribution

fee

while

Class

not

subject

Rule

12b-1

fee.

Each

the

Funds

diversified.

Under

the

Investment

Company

Act,

diversified

company

defined

management

company

which

meets

the

following

requirements:

least

75%

the

value

its

total

assets

represented

cash

and

cash

equivalents

(including

receivables),

government

securities,

securities

other

investment

companies,

and

other

securities

for

the

purposes

this

calculation

limited

respect

any

one

issuer

amount

not

greater

value

than

five

percent

the

value

the

total

assets

such

management

company

and

not

than

10%

the

outstanding

voting

securities

such

issuer.

Unless

otherwise

specified,

“period”

(as

used

within

the

financial

statements)

refers

the

fiscal

period

ended

June

30,

2025.

The

Venerable

Moderate

Allocation

Fund

pursues

its

investment

objective

investing

exclusively

other

affiliated

mutual

funds

managed

the

Adviser.

The

Venerable

Large

Cap

Index

Fund,

the

Venerable

Strategic

Bond

Fund

and

the

Venerable

High

Yield

Fund

each

use

sub-adviser

pursue

its

investment

objective.

The

Venerable

Large

Cap

Strategic

Equity

Fund

uses

multi-style

and

multi-manager

approach

including

the

use

sub-advisers

and

money

managers

pursue

its

investment

objective.

Significant

Accounting

Policies

The

Funds’

financial

statements

are

prepared

accordance

with

U.S.

generally

accepted

accounting

principles

(“U.S.

GAAP”)

which

require

the

use

management

estimates

and

assumptions

the

date

the

financial

statements.

Actual

results

could

differ

from

those

estimates.

The

Funds

are

considered

investment

companies

under

U.S.

GAAP

and

the

accounting

and

reporting

guidance

applicable

investment

companies

under

the

Financial

Accounting

Standards

Board

(“FASB”)

Accounting

Standards

Codification

(“ASC”)

Topic

946,

Financial

Services

–

Investment

Companies.

The

following

summary

the

significant

accounting

policies

consistently

followed

each

Fund

the

preparation

its

financial

statements.

Segment

Reporting

Topic

280

defines

operating

segment

component

public

entity

that

engages

business

activities

from

which

may

recognize

revenues

and

incur

expenses,

has

operating

results

that

are

regularly

reviewed

its

chief

operating

decision

maker

(“CODM”)

assess

performance

and

make

resource

allocation

decisions.

VIA

serves

the

CODM.

Since

VIA

evaluates

the

performance

each

Fund

holistically

outlined

the

Fund’s

prospectus,

each

Fund

single

reporting

segment.

VIA

uses

the

holdings

composition

data,

total

returns,

Fund

expense

information,

and

transactions

presented

the

Funds’

financial

statements

assess

the

single

segment

performance

and

make

resource

allocation

decisions.

The

accounting

policies

the

segment

are

the

same

those

described

the

summary

significant

accounting

policies.

Segment

assets

and

significant

segment

expenses

are

reflected

each

Funds’

Statement

Assets

and

Liabilities

and

Statement

Operations,

respectively.

Recent

Accounting

Pronouncements

December

2023,

the

FASB

issued

ASU

2023-09,

Improvements

Income

Tax

Disclosures,

which

amends

quantitative

and

qualitative

income

tax

disclosure

requirements

increase

disclosure

consistency,

bifurcate

income

tax

information

jurisdiction

and

remove

information

that

longer

beneficial.

The

ASU

effective

for

annual

periods

beginning

after

December

15,

2024,

and

early

adoption

permitted.

this

time,

management

evaluating

the

implications

these

changes

the

financial

statements.

Venerable

Variable

Insurance

Trust

Notes

Financial

Statements,

continued

—

June

30,

2025

(Unaudited)

Notes

Financial

Statements

Security

Valuation

The

Funds

value

portfolio

instruments

according

securities

valuation

procedures

and

pricing

sources

and

services,

which

include

market

value

procedures,

fair

value

procedures,

other

key

valuation

procedures

and

description

the

pricing

sources

and

services

used

the

Funds.

With

respect

Fund’s

investments

that

not

have

readily

available

market

quotations,

the

Board

Trustees

(“the

Board”)

has

designated

VIA

the

valuation

designee

perform

fair

valuations

pursuant

Rule

2a-5

under

the

Investment

Company

Act.

U.S.

GAAP

defines

fair

value

the

price

that

Fund

would

receive

sell

asset

pay

transfer

liability

orderly

transaction

between

market

participants

the

measurement

date.

establishes

fair

value

hierarchy

that

prioritizes

inputs

valuation

methods,

requires

separate

disclosure

the

fair

value

hierarchy

for

each

major

category

assets

and

liabilities,

and

segregates

fair

value

measurements

into

levels

(Level

and

3).

Inputs

may

observable

unobservable

and

refer

broadly

the

assumptions

that

market

participants

would

use

pricing

the

asset

liability.

Observable

inputs

reflect

the

assumptions

market

participants

would

use

pricing

the

asset

liability

based

market

data

obtained

from

sources

independent

the

reporting

entity.

Unobservable

inputs

reflect

the

reporting

entity’s

own

assumptions

about

the

assumptions

that

market

participants

would

use

pricing

the

asset

liability

developed

based

the

best

information

available

under

the

circumstances.

The

inputs

methodology

used

for

valuing

securities

are

not

necessarily

indication

the

risk

associated

with

investing

those

securities.

Levels

and

the

fair

value

hierarchy

are

defined

follows:

Level

—

Unadjusted

quoted

prices

active

markets

for

identical

assets

liabilities

that

the

Funds

have

the

ability

access.

Level

—

Observable

inputs

other

than

quoted

prices

included

Level

that

are

observable,

for

the

asset

liability,

either

directly

indirectly.

These

inputs

may

include

quoted

prices

for

the

identical

instrument

inactive

market,

prices

for

similar

instruments

markets

that

are

active,

interest

rates,

prepayment

speeds,

credit

risk,

yield

curves,

default

rates

and

similar

data.

Level

—

Unobservable

inputs

for

the

asset

liability,

the

extent

relevant

observable

inputs

are

not

available.

The

availability

observable

inputs

can

vary

from

security

and

affected

wide

variety

factors,

including,

for

example,

the

type

security,

whether

the

security

new

and

not

yet

established

the

marketplace,

the

liquidity

markets,

and

other

characteristics

particular

the

security.

the

extent

that

valuation

based

models

inputs

that

are

less

observable

unobservable

the

market,

the

determination

fair

value

requires

judgment.

Accordingly,

the

degree

judgment

exercised

determining

fair

value

greatest

for

instruments

categorized

Level

The

inputs

used

measure

fair

value

may

fall

into

different

levels

the

fair

value

hierarchy.

such

cases,

for

disclosure

purposes,

the

level

the

fair

value

hierarchy

within

which

the

fair

value

measurement

falls

determined

based

the

lowest

level

input

that

significant

the

fair

value

measurement

its

entirety.

The

valuation

techniques

and

significant

inputs

used

determining

the

fair

market

values

financial

instruments

categorized

Level

and

Level

the

fair

value

hierarchy

are

follows:

Equity

securities,

including

common

and

preferred

stock,

short

securities,

Exchange

Traded

Funds

(“ETFs”),

and

restricted

securities

that

are

traded

national

securities

exchange

(or

reported

the

NASDAQ

national

market),

are

stated

the

last

reported

sales

price

the

day

valuation

official

closing

price,

applicable.

Equity

securities

and

ETFs

traded

the

NASDAQ

are

valued

accordance

with

the

NASDAQ

Official

Closing

Price,

which

may

not

the

last

sale

price.

particular

day

equity

security

ETF

does

not

trade,

then

the

mean

between

the

bid

and

ask

prices

used,

which

approximates

fair

value.

Securities

listed

foreign

exchange

are

valued

the

official

price

the

foreign

stock

exchange

which

the

security

primarily

traded,

applicable.

Foreign

equity

securities

for

which

official

price

not

available

are

valued

the

last

quoted

sales

price

the

valuation

date.

Open-end

investment

companies

are

valued

their

closing

NAV.

Investments

government

money

market

funds

have

stable

NAV.

U.S.

government

and

agency

securities

are

valued

the

evaluated

bid

price,

which

approximates

fair

value.

the

extent

these

securities

are

actively

traded,

and

valuation

adjustments

are

not

applied,

they

are

categorized

Level

the

fair

value

hierarchy.

Preferred

stock

and

other

equities

traded

inactive

markets

valued

reference

similar

instruments

are

categorized

Level

the

fair

value

hierarchy.

Certain

foreign

equity

securities

may

fair

valued

using

pricing

service

that

considers

the

correlation

the

trading

patterns

the

foreign

security

the

intraday

trading

the

U.S.

markets

for

investments

such

American

Depositary

Receipts,

financial

futures,

exchange-traded

funds,

and

the

movement

certain

indexes

securities,

based

the

statistical

analysis

historical

relationships.

Foreign

equity

securities

prices

described

above

are

categorized

Level

the

fair

value

hierarchy.

Venerable

Variable

Insurance

Trust

Notes

Financial

Statements,

continued

—

June

30,

2025

(Unaudited)

Notes

Financial

Statements

Fixed

income

securities

including

corporate,

convertible,

U.S.

government

agency,

municipal

bonds

and

notes,

U.S.

treasury

obligations,

sovereign

issues,

bank

loans,

bank

notes

and

non-U.S.

bonds

are

normally

valued

pricing

service

providers

that

use

broker-dealer

quotations

valuation

estimates

from

their

internal

pricing

models.

The

pricing

service

providers’

internal

models

use

inputs

that

are

observable

such

issuer

details,

interest

rates,

yield

curves,

prepayment

speeds,

credit

risks/spreads

and

default

rates.

Such

fixed

income

securities

that

use

pricing

service

internal

models

described

above

are

categorized

Level

the

fair

value

hierarchy.

Such

fixed

income

securities

that

use

broker-dealer

quotations

are

categorized

Level

the

fair

value

hierarchy.

Fixed

income

securities

purchased

delayed-delivery

basis

and

marked-to-market

daily

until

settlement

the

forward

settlement

date

are

categorized

Level

the

fair

value

hierarchy.

Mortgage

and

asset-backed

securities

are

usually

issued

separate

tranches,

classes,

securities

within

each

deal.

These

securities

are

also

normally

valued

pricing

service

providers

that

use

broker-dealer

quotations

valuation

estimates

from

their

internal

pricing

models.

The

pricing

models

for

these

securities

usually

consider

tranche-level

attributes,

including

estimated

cash

flows

each

tranche,

market-based

yield

spreads

for

each

tranche,

and

current

market

data,

well

incorporate

deal

collateral

performance,

available.

Mortgage

and

asset-backed

securities

that

use

these

and

similar

valuation

techniques

and

inputs

described

above

are

categorized

Level

the

fair

value

hierarchy.

Investments

investment

funds

that

are

not

traded

national

securities

exchange

will

valued

based

upon

the

NAV

such

investments.

The

Funds

have

adopted

the

authoritative

guidance

under

U.S.

GAAP

for

estimating

the

fair

value

investments

funds

that

have

calculated

NAV

per

accordance

with

the

specialized

accounting

guidance

for

investment

companies.

Investments

mutual

funds

described

above

are

categorized

Level

the

fair

value

hierarchy.

Short-term

investments

having

maturity

days

less

are

generally

valued

amortized

cost,

which

approximates

fair

market

value.

These

investments

are

categorized

Level

the

fair

value

hierarchy.

Derivative

instruments

are

instruments

such

foreign

currency

exchange

contracts,

futures

contracts,

options

contracts,

swap

agreements

that

derive

their

value

from

underlying

asset

prices,

indices,

reference

rates,

and

other

inputs

combination

these

factors.

Derivatives

may

classified

into

two

groups

depending

upon

the

way

that

they

are

traded:

privately

traded

over-the-counter

(“OTC”)

derivatives

that

not

through

exchange

intermediary

and

exchange-traded

derivatives

that

are

traded

through

specialized

derivatives

exchanges

other

regulated

exchanges.

OTC

derivatives

are

normally

valued

the

basis

broker-dealer

quotations

pricing

service

providers.

Depending

the

product

and

the

terms

the

transaction,

the

value

the

derivative

instrument

can

estimated

pricing

service

provider

using

series

techniques,

including

simulation

pricing

models.

The

pricing

models

use

inputs

that

are

observed

from

actively

quoted

markets

such

issuer

details,

indices,

spreads,

interest

rates,

yield

curves,

dividends

and

exchange

rates.

OTC

derivatives

that

use

these

and

similar

valuation

techniques

and

inputs

described

above

are

categorized

Level

the

fair

value

hierarchy.

OTC

derivatives

that

use

broker-

dealer

quotations

are

categorized

Level

the

fair

value

hierarchy.

Exchange-traded

derivatives

are

valued

based

the

last

reported

sales

price

the

day

valuation

and

are

categorized

Level

the

fair

value

hierarchy.

Centrally

cleared

swaps

listed

traded

multilateral

trade

facility

platform,

such

registered

exchange,

are

valued

the

daily

settlement

price

determined

the

respective

exchange.

For

centrally

cleared

credit

default

swaps,

the

clearing

facility

requires

its

members

provide

actionable

levels

across

complete

term

structures.

These

levels

along

with

external

third-party

prices

are

used

produce

daily

settlement

prices.

These

securities

are

categorized

Level

the

fair

value

hierarchy.

Centrally

cleared

interest

rate

swaps

are

valued

using

pricing

model

that

references

the

underlying

rates

including

the

Overnight

Index

Swap

(“OIS”)

rate

and

Secured

Overnight

Financing

Rate

(“SOFR”)

forward

rate

produce

the

daily

settlement

price.

These

securities

are

categorized

Level

the

fair

value

hierarchy.

Events

circumstances

affecting

the

values

Fund

securities

that

occur

between

the

closing

the

principal

markets

which

they

trade

and

the

time

the

NAV

Fund

determined

may

reflected

the

calculation

NAV

for

each

applicable

Fund

when

the

Fund

deems

that

the

particular

event

circumstance

would

materially

affect

such

Fund’s

NAV.

Funds

that

invest

primarily

frequently

traded

exchange-listed

securities

U.S.

markets

will

use

fair

value

pricing

limited

circumstances

since

reliable

market

quotations

will

often

readily

available.

Funds

that

invest

foreign

securities

use

fair

value

pricing

daily

events

may

occur

between

the

foreign

markets

and

the

time

pricing.

Although

there

are

observable

inputs

assigned

security

level,

prices

are

derived

from

factors

using

proprietary

models

matrix

pricing.

For

this

reason,

fair

value

factors

will

cause

movement

between

Levels

and

Venerable

Variable

Insurance

Trust

Notes

Financial

Statements,

continued

—

June

30,

2025

(Unaudited)

Notes

Financial

Statements

The

NAV

Fund’s

portfolio

that

includes

foreign

securities

may

change

days

when

shareholders

will

not

able

purchase

redeem

Fund

shares,

since

foreign

securities

can

trade

non-business

days.

Level

Fair

Value

Investments

The

valuation

techniques

and

significant

inputs

used

determining

the

fair

values

financial

instruments

classified

Level

the

fair

value

hierarchy

are

follows:

Securities

and

other

assets

for

which

market

quotes

are

not

readily

available,

are

not

reliable,

are

valued

fair

value

determined

good

faith

VIA

and

are

categorized

Level

the

fair

value

hierarchy.

Market

quotes

are

considered

not

readily

available

circumstances

where

there

absence

current

reliable

market-based

data

(e.g.,

trade

information

broker

quotes).

When

VIA

applies

fair

valuation

methods

that

use

significant

unobservable

inputs

determine

Fund’s

NAV,

securities

will

not

priced

the

basis

quotes

from

the

primary

market

which

they

are

traded,

but

instead

may

priced

another

method

that

VIA

believes

accurately

reflects

fair

value

and

will

categorized

Level

the

fair

value

hierarchy.

Fair

value

pricing

may

require

subjective

determinations

about

the

value

security.

While

the

securities

valuation

procedures

are

intended

result

calculation

Fund’s

NAV

that

fairly

reflects

security

values

the

time

pricing,

the

process

cannot

guarantee

that

fair

values

determined

VIA

would

accurately

reflect

the

price

that

Fund

could

obtain

for

security

were

dispose

that

security

the

time

pricing

(for

instance,

forced

distressed

sale).

The

prices

used

Fund

may

differ

from

the

value

that

would

realized

the

security

was

sold.

VIA

employs

third-party

pricing

vendors

provide

fair

value

measurements.

VIA

oversees

third-party

pricing

service

providers

order

support

the

valuation

process.

VIA

may

also

utilize

the

Funds’

sub-administrator

assist

with

the

determination

the

hierarchy

level

for

fair

values

securities

and

completing

the

required

financial

reporting

disclosure

for

Level

fair

value

securities.

For

fair

valuations

using

significant

unobservable

inputs,

U.S.

GAAP

requires

reconciliation

the

beginning

ending

balances

for

reported

fair

values

that

present

changes

attributable

total

realized

and

unrealized

gains

losses,

purchases

and

sales,

and

transfers

in/out

the

Level

category

during

the

period.

Additionally,

U.S.

GAAP

requires

quantitative

information

regarding

the

significant

unobservable

inputs

used

the

determination

fair

value

assets

categorized

Level

the

fair

value

hierarchy.

accordance

with

the

requirements

U.S.

GAAP,

fair

value

hierarchy,

Level

reconciliation

and

additional

disclosure

about

fair

value

measurements,

any,

has

been

included

the

Presentation

Portfolio

Holdings

for

each

respective

Fund.

For

the

period

ended

June

30,

2025,

the

Funds

had

transfers

into

out

Level

the

fair

value

hierarchy.

Investment

Transactions

Investment

transactions

are

reflected

the

trade

date

for

financial

reporting

purposes.

This

may

cause

the

NAV

stated

the

financial

statements

different

from

the

NAV

which

shareholders

may

transact.

Realized

gains

and

losses

from

securities

transactions,

applicable,

are

recorded

the

basis

specific

identified

cost

incurred

within

particular

Fund.

Investment

Income

Dividend

income

recorded

net

applicable

withholding

taxes

the

ex-dividend

date,

except

that

certain

dividends

from

foreign

securities

are

recorded

soon

the

Funds

are

informed

the

dividend,

subsequent

the

ex-dividend

date.

the

extent

the

dividend

represents

return

capital

gain

for

tax

purposes,

reclassifications

are

made

which

may

based

management’s

estimates.

Interest

income

recorded

daily

the

accrual

basis.

The

Funds

classify

gains

and

losses

realized

prepayments

received

mortgage-backed

securities

adjustment

interest

income.

Losses

realized

principal

paydowns

may

result

negative

interest

income

the

Fund’s

Statement

Operations

there

insufficient

interest

income

offset

such

losses.

All

premiums

and

discounts,

including

original

issue

discounts,

are

amortized/accreted

using

the

effective

interest

method.

Debt

obligation

securities

may

placed

non-accrual

status

and

interest

income

may

reduced

stopping

current

accruals

and

writing

off

interest

receivable

when

the

collection

all

portion

interest

has

become

doubtful.

Federal

Income

Taxes

The

Trust

consists

multiple

Funds

each

which

for

federal

income

tax

purposes

treated

separately

from

any

other.

Each

Fund

intends

elect

and

expects

qualify

each

year

regulated

investment

company

under

Subchapter

the

Internal

Venerable

Variable

Insurance

Trust

Notes

Financial

Statements,

continued

—

June

30,

2025

(Unaudited)

Notes

Financial

Statements

Revenue

Code

1986,

amended

(the

“Code”).

Fund

qualifies,

will

not

subject

federal

income

tax

the

portion

its

income

and

gains

that

distributes

shareholders.

Each

Fund

intends

comply

with

the

diversification

requirements

Section

817(h)

the

Code

and

the

Treasury

regulations

promulgated

thereunder

such

that

the

owners

Variable

Contracts

should

not

currently

subject

federal

income

tax

distributions

Fund

its

net

investment

income

and

net

realized

capital

gains

that

are

left

accumulate

the

contracts

under

qualified

pension

retirement

plan.

The

Funds

comply

with

the

authoritative

guidance

for

uncertainty

income

taxes

which

requires

management

determine

whether

tax

position

the

Funds

likely

than

not

sustained

upon

examination,

including

resolution

any

appeals

litigation

processes,

based

the

technical

merits

the

position.

For

tax

positions

meeting

the

likely

than

not

threshold,

the

tax

amount

recognized

the

financial

statements

reduced

the

largest

benefit

that

has

greater

than

50%

likelihood

being

realized

upon

ultimate

settlement

with

the

relevant

taxing

authority.

Management

determined

that

accruals

need

made

the

financial

statements

due

uncertain

tax

positions.

Management

continually

reviews

and

adjusts

the

Funds’

liability

for

income

taxes

based

analyses

tax

laws

and

regulations,

well

their

interpretations,

and

other

relevant

factors.

Each

Fund

files

U.S.

tax

return.

The

Funds

have

analyzed

the

tax

positions

taken

expected

taken

the

Funds’

federal

income

tax

return

from

the

period

from

September

2024

through

the

period

ended

December

31,

2024,

and

have

concluded

that

provision

for

federal

income

tax

required

the

Funds’

financial

statements.

applicable,

the

Funds

recognize

interest

accrued

unrecognized

tax

benefits

interest

expense

and

penalties

other

expenses

the

Statement

Operations.

During

the

period

from

January

2025

through

June

30,

2025,

the

Funds

did

not

incur

any

interest

tax

penalties.

The

Funds

are

not

aware

any

tax

positions

for

which

reasonably

possible

that

the

total

amounts

unrecognized

tax

benefits

will

significantly

change

the

twelve

months.

Dividends

and

Distributions

Shareholders

Each

Fund

intends

pay

dividends

least

annually

from

its

net

investment

income.

Capital

gains,

any,

may

paid

least

annually.

Fund

may

distribute

dividends

and

capital

gains

frequently,

necessary,

order

reduce

eliminate

federal

excise

income

taxes

the

Fund.

The

amount

any

distribution

will

vary,

and

there

guarantee

Fund

will

pay

either

dividends

capital

gain

distributions.

Dividends

and

distributions

from

Fund

will

automatically

reinvested

that

Fund

unless

the

shareholder

elects

receive

distributions

cash.

The

timing

and

characterization

certain

income

and

capital

gain

distributions

are

determined

accordance

with

federal

tax

regulations

which

may

differ

from

U.S.

GAAP.

result,

net

investment

income

and

net

realized

gain

(or

loss)

investments

and

foreign

currency-related

transactions

for

reporting

period

may

differ

significantly

from

distributions

during

such

period.

The

differences

between

tax

regulations

and

U.S.

GAAP

primarily

relate

investments

options,

futures,

forward

contracts,

swap

contracts,

passive

foreign

investment

companies,

foreign-denominated

investments,

mortgage-backed

securities,

certain

securities

sold

loss,

wash

sale

deferrals

and

capital

loss

carryforwards.

Accordingly,

the

Funds

may

periodically

make

reclassifications

among

certain

their

capital

accounts

without

impacting

their

NAVs.

Expenses

The

Funds

pay

their

own

expenses

other

than

those

expressly

assumed

VIA,

the

Funds’

adviser

and

administrator.

Most

expenses

can

directly

attributed

the

individual

Funds.

Expenses

which

cannot

directly

attributed

specific

Fund

are

allocated

among

all

Funds

principally

based

their

relative

net

assets.

Foreign

Currency

Translations

The

books

and

records

the

Funds

are

maintained

U.S.

dollars.

Foreign

currency

amounts

and

transactions

the

Funds

are

translated

into

U.S.

dollars

the

following

basis:

(a)

Fair

value

investment

securities,

other

assets

and

liabilities

the

closing

rate

exchange

the

valuation

date.

(b)

Purchases

and

sales

investment

securities

and

income

the

closing

rate

exchange

prevailing

the

respective

trade

dates

such

transactions.

Net

realized

gains

losses

from

foreign

currency-related

transactions

arise

from:

sales

and

maturities

short-term

securities;

sales

foreign

currencies;

currency

gains

losses

realized

between

the

trade

and

settlement

dates

securities

transactions;

the

difference

between

the

amounts

dividends,

interest,

and

foreign

withholding

taxes

recorded

the

Funds’

books

and

the

Venerable

Variable

Insurance

Trust

Notes

Financial

Statements,

continued

—

June

30,

2025

(Unaudited)

Notes

Financial

Statements

U.S.

dollar

equivalent

the

amounts

actually

received

paid.

Net

unrealized

gains

losses

from

foreign

currency-related

transactions

arise

from

changes

the

value

assets

and

liabilities,

other

than

investments

securities,

result

changes

the

exchange

rates.

The

Funds

not

isolate

that

portion

the

results

operations

the

Funds

that

arises

result

changes

exchange

rates

from

that

portion

that

arises

from

changes

market

prices

investments

during

the

period.

Such

fluctuations

are

included

with

the

net

realized

and

unrealized

gain

loss

from

investments.

However,

for

federal

income

tax

purposes,

the

Funds

isolate

the

effects

changes

foreign

exchange

rates

from

the

fluctuations

arising

from

changes

market

prices

for

realized

gain

(or

loss)

debt

obligations.

Foreign

currency

spot

contracts

are

categorized

Level

the

fair

value

hierarchy.

Derivatives

The

Funds

may

invest

derivatives.

Derivatives

are

instruments

agreements

whose

value

derived

from

underlying

security

index.

They

include,

among

others,

options,

futures,

swaps

and

forwards.

These

instruments

offer

unique

characteristics

and

risks

that

facilitate

the

Funds’

investment

strategies.

The

Funds

typically

use

derivatives

three

ways:

exposing

cash

markets,

risk

management

(hedging)

purposes

and

return

enhancement.

addition,

certain

Funds

may

enter

into

foreign

currency

exchange

contracts

for

trade

settlement

purposes.

Certain

Funds

may

pursue

their

strategy

being

fully

invested

exposing

cash

the

performance

appropriate

markets

purchasing

securities

and/or

derivatives.

This

intended

cause

such

Funds

perform

though

cash

were

actually

invested

those

markets.

Hedging

may

used

certain

Funds

limit

control

risks,

such

adverse

movements

exchange

rates

and

interest

rates.

Return

enhancement

can

accomplished

through

the

use

derivatives

Fund,

including

using

derivatives

substitute

for

holding

physical

securities,

and

using

them

express

various

macro

views

(e.g.,

interest

rate

movements,

currency

movements,

and

macro

credit

strategies).

purchasing

certain

instruments,

the

Funds

may

effectively

achieve

the

desired

portfolio

characteristics

that

assist

them

meeting

their

investment

objectives.

Depending

how

the

derivatives

are

structured

and

utilized,

the

risks

associated

with

them

may

vary

widely.

These

risks

include,

but

are

not

limited

to,

market

risk,

liquidity

risk,

leveraging

risk,

counterparty

risk,

basis

risk,

reinvestment

risk,

political

risk,

prepayment

risk,

extension

risk,

operational

risk,

legal

risk,

valuation

risk

and

credit

risk.

Futures,

certain

options

and

cleared

swaps

are

traded

cleared

exchange

central

exchange

clearing

house.

Exchange-

traded

exchange-cleared

transactions

generally

present

less

counterparty

risk

Fund.

The

exchange’s

clearing

house

stands

between

the

Fund

and

the

broker

the

contract

and

therefore,

credit

risk

generally

limited

the

failure

the

clearing

house

and

the

clearing

member.

Cleared

swap

contracts

are

subject

clearing

house

rules,

including

initial

and

variation

margin

requirement,

daily

settlement

obligations

and

the

clearing

house

guarantee

payments

the

broker.

There

is,

however,

still

insolvency

risk

the

broker

with

respect

any

margin

held

the

broker’s

customer

accounts.

While

clearing

members

are

required

segregate

customer

assets

from

their

own

assets,

the

event

insolvency,

there

may

shortfall

the

amount

margin

held

the

broker

for

its

clients.

Collateral

and

margin

requirements

for

exchange-traded

exchange-cleared

derivatives

are

established

through

regulation,

well

set

the

broker

applicable

clearing

house.

Margin

for

exchange-

traded

and

exchange-cleared

transactions

are

detailed

the

Statements

Assets

and

Liabilities

receivables

for

variation

margin

futures

contracts

and

payables

for

variation

margin

futures

contracts.

Securities

and

cash

pledged

collateral

are

reflected

assets

the

Statements

Assets

and

Liabilities

either

component

investments

fair

value

(securities)

receivable

from

broker.

Cash

collateral

received

not

typically

held

segregated

account

and

such

reflected

liability

the

Statements

Assets

and

Liabilities

due

broker.

Typically,

the

Funds

and

counterparties

are

not

permitted

sell,

repledge,

rehypothecate

otherwise

use

collateral

pledged

the

other

party

unless

explicitly

permitted

each

respective

governing

agreement.

The

effects

derivative

instruments,

categorized

risk

exposure,

the

Statements

Assets

and

Liabilities

and

the

Statements

Operations,

for

the

period

ended

June

30,

2025,

applicable,

are

disclosed

the

Fair

Value

Derivative

Instruments

table

following

each

applicable

Fund’s

Schedule

Investments.

Financial

derivative

instruments

outstanding

period

end

the

Schedules

Investments

and

the

amount

net

realized

gain

(loss)

and

net

change

unrealized

appreciation

(depreciation)

financial

derivative

instruments

during

the

period,

disclosed

the

Fair

Value

Derivative

Instruments

tables,

serve

indicators

the

volume

financial

derivative

activity

for

the

Funds.

Venerable

Variable

Insurance

Trust

Notes

Financial

Statements,

continued

—

June

30,

2025

(Unaudited)

Notes

Financial

Statements

Funds

Strategies

Venerable

Large

Cap

Index

Fund

Exposing

cash

markets

and

trade

settlement

Venerable

Large

Cap

Strategic

Equity

Fund

Exposing

cash

markets

Futures

Contracts

Certain

Funds

may

invest

futures

contracts

(i.e.,

interest

rate,

foreign

currency

and

index

futures

contracts).

The

face

contract

value

these

instruments

reflect

the

extent

the

Funds’

exposure

off

balance

sheet

risk.

The

primary

risks

associated

with

the

use

futures

contracts

are

imperfect

correlation

between

the

change

fair

value

the

securities

held

the

Funds

and

the

prices

futures

contracts,

and

the

possibility

illiquid

market.

Upon

entering

into

futures

contract,

the

Funds

are

required

deposit

with

broker

amount,

termed

the

initial

margin,

which

typically

represents

10%

the

purchase

price

indicated

the

futures

contract.

Payments

and

from

the

broker,

known

variation

margin,

are

typically

required

made

daily

basis

the

price

the

futures

contract

fluctuates.

Changes

initial

settlement

value

are

accounted

for

unrealized

appreciation

(depreciation)

until

the

contracts

are

terminated,

which

time

realized

gains

and

losses

are

recognized.

For

the

period

ended

June

30,

2025,

the

following

Funds

entered

into

futures

contracts

primarily

for

the

strategies

listed

below:

Mortgage-Related

and

Other

Asset-Backed

Securities

Certain

Funds

may

invest

mortgage

other

asset-backed

securities

(“ABS”).

These

securities

may

include

mortgage

instruments

issued

U.S.

government

agencies

(“agency

mortgages”)

those

issued

private

entities

(“non-

agency

mortgages”).

Specific

types

instruments

may

include

reverse

mortgages,

mortgage

pass-through

securities,

collateralized

mortgage

obligations

(“CMO”),

commercial

mortgage-backed

securities,

mortgage

dollar

rolls,

CMO

residuals,

stripped

mortgage-backed

securities

and

other

securities

that

directly

indirectly

represent

participation

in,

are

secured

payable

from,

mortgage

loans

real

property.

Forward

Commitments

Certain

Funds

may

contract

purchase

securities

for

fixed

price

future

date

beyond

customary

settlement

time.

The

price

the

underlying

securities

and

the

date

when

the

securities

will

delivered

and

paid

for

are

fixed

the

time

the

transaction

negotiated.

Fund

may

dispose

forward

commitment

transaction

prior

settlement

appropriate

and

may

realize

short-term

gains

(or

losses)

upon

such

sale.

Certain

Funds

may

also

invest

to-be-announced

(“TBA”)

mortgage-backed

securities.

TBA

security

forward

mortgage-

backed

securities

trade

which

seller

agrees

issue

TBA

mortgage-backed

security

future

date.

The

securities

are

purchased

and

sold

forward

commitment

basis

with

approximate

principal

amount

and

maturity

date.

Fund

may

enter

into

TBA

commitments

purchase

securities

and/or

enter

into

TBA

sale

commitments

hedge

its

portfolio

positions,

sell

securities

owns

under

delayed

delivery

arrangements,

take

short

position

mortgage-backed

securities.

Due

timing

differences,

TBAs

may

reflected

Securities

Sold

Short

the

Schedule

Investments.

The

actual

principal

amount

and

maturity

date

will

determined

upon

settlement

when

the

specific

mortgage

pools

are

assigned.

These

securities

are

within

the

parameters

industry

“good

delivery”

standards.

These

transactions

involve

commitment

Fund

purchase

securities

for

predetermined

price

yield

with

payment

and

delivery

taking

place

than

three

days

the

future,

after

period

longer

than

the

customary

settlement

period

for

that

type

security.

interest

will

earned

Fund

such

purchases

until

the

securities

are

delivered;

however,

the

market

value

may

change

prior

delivery.

Inflation-Indexed

Bonds

Certain

Funds

may

invest

inflation-indexed

securities,

which

are

typically

bonds

notes

designed

provide

return

higher

than

the

rate

inflation

(based

designated

index)

held

maturity.

common

type

inflation-indexed

security

U.S.

Treasury

Inflation-Protected

Security

(“TIPS”).

The

principal

TIPS

increases

with

inflation

and

decreases

with

deflation,

measured

the

Consumer

Price

Index.

When

TIPS

matures,

the

adjusted

principal

original

principal

paid,

whichever

greater.

TIPS

pay

interest

twice

year,

fixed

rate.

The

rate

applied

the

adjusted

principal;

so,

the

principal,

interest

payments,

the

form

investment

income,

rise

with

inflation

and

fall

with

deflation.

Investment

Transactions

Securities

During

the

period

ended

June

30,

2025,

the

Funds’

purchases

and

sales

investment

securities

(excluding

U.S.

government

and

agency

obligations,

short-term

investments,

and

in-kind

transactions)

were

follows:

Venerable

Variable

Insurance

Trust

Notes

Financial

Statements,

continued

—

June

30,

2025

(Unaudited)

Notes

Financial

Statements

During

the

period

ended

June

30,

2025,

the

Funds’

purchases

and

sales

U.S.

government

and

agency

obligations

(excluding

short-term

investments,

and

in-kind

transactions)

were

follows:

Party,

Fees

and

Expenses

Adviser

and

Administrator

The

Adviser

oversees

all

investment

advisory

and

portfolio

management

services.

addition,

the

Adviser

makes

recommendations

with

respect

the

selection

and

continued

employment

the

sub-advisers

manage

the

Funds’

assets,

performs

diligence

and

monitors

the

sub-advisers

and

reviews

investment

performance

and

adherence

compliance

procedures.

The

Adviser

pays

each

sub-adviser’s

fees

out

the

advisory

fee

paid

the

respective

Fund

the

Adviser.

The

remainder

the

advisory

fee

retained

the

Adviser

compensation.

From

its

sub-advisory

fees

received

from

the

Adviser,

Franklin

Advisers,

Inc.,

sub-

adviser

certain

Funds,

pays

all

fees

the

non-discretionary

sub-advisers

for

their

investment

advisory

services.

The

Adviser

also

serves

the

administrator

the

Trust.

The

Adviser

provides

the

Funds

with

office

space,

equipment,

and

the

personnel

necessary

operate

and

administer

the

Funds’

business.

The

Adviser

furnishes,

arranges

for

others

furnish,

custodial,

fund

accounting,

transfer

agency

and

certain

fund

administration

services.

Each

Fund

responsible

for

bearing

all

other

operating

expenses.

Each

the

Funds

pays

the

following

annual

advisory

fee

directly

VIA,

billed

monthly

pro

rata

basis

and

calculated

specified

percentage

the

average

daily

net

assets

each

the

Funds.

The

annual

administrative

fee

specified

the

table

below

based

the

combined

average

daily

net

assets

the

Funds

and

payable

monthly

VIA.

The

following

table

shows

the

total

amount

each

these

fees

paid

the

Funds

for

the

period

ended

June

30,

2025:

Transfer

and

Dividend

Disbursing

Agent

Russell

Investments

Fund

Services,

LLC

(the

“Transfer

Agent”)

serves

the

transfer

and

dividend

disbursing

agent

for

the

Trust.

The

Transfer

Agent

does

not

earn

fee

for

this

service.

Funds

Purchases

Sales

Venerable

High

Yield

Fund

108,976,740

153,634,818

Venerable

Large

Cap

Index

Fund

281,752,982

556,116,378

Venerable

Moderate

Allocation

Fund

108,929,757

311,354,052

Venerable

Strategic

Bond

Fund

608,304,949

654,988,472

Venerable

Large

Cap

Strategic

Equity

Fund

1,178,199,356

1,520,440,479

Fund

Purchases

Sales

Venerable

Strategic

Bond

Fund

590,700,410

582,104,120

Funds

Annual

Rate

Advisory

(%)

Administration

(%)

Venerable

High

Yield

Fund

0.65

0.12

Venerable

Large

Cap

Index

Fund

0.15

0.10

Venerable

Moderate

Allocation

Fund

0.05

0.12

Venerable

Strategic

Bond

Fund

0.45

0.12

Venerable

Large

Cap

Strategic

Equity

Fund

0.60

0.12

Funds

Advisory

Administrative

Venerable

High

Yield

Fund

1,836,935

339,126

Venerable

Large

Cap

Index

Fund

2,370,934

1,580,623

Venerable

Moderate

Allocation

Fund

557,665

1,338,397

Venerable

Strategic

Bond

Fund

3,847,996

1,026,132

Venerable

Large

Cap

Strategic

Equity

Fund

10,440,297

2,088,059

Venerable

Variable

Insurance

Trust

Notes

Financial

Statements,

continued

—

June

30,

2025

(Unaudited)

Notes

Financial

Statements

Distributor

Russell

Investments

Financial

Services,

LLC

(the

“Distributor”)

serves

the

Trust’s

distributor.

The

Distributor

wholly-

owned

subsidiary

Russell

Investment

Management,

LLC.

While

the

Distributor

entitled

the

Rule

12b-1

distribution

fee

from

each

Fund’s

Class

shares,

the

Distributor

has

agreed

waive

receipt

all

portion

the

fee

until

September

2026

for

each

the

Funds

the

extent

necessary

limit

total

annual

operating

expenses

Class

the

amount

the

expense

limitation

for

each

Fund’s

Class

Expenses

VIA

and

the

Distributor

have

contractually

agreed,

until

September

2026,

waive

all

portion

fees

(including

management

fee,

administrative

services

fee,

distribution

fee

(12b-1

fee),

applicable)

and/or

reimburse

other

operating

expenses

the

extent

necessary

limit

total

annual

operating

expenses

(excluding

interest

expenses,

short

sale

expenses,

taxes,

brokerage

commissions,

and

extraordinary

expenses

such

litigation

expenses)

the

following

annual

rate

based

average

daily

net

assets:

limiting

Fund’s

expenses,

the

Distributor’s

contractual

waiver

the

Fund’s

Class

Rule

12b-1

fee

will

applied

first,

applicable.

After

taking

into

account

the

effect

any

waiver

the

Distributor,

the

Adviser

first

will

waive

its

administrative

services

fee,

then,

necessary,

its

advisory

fee,

and,

finally,

reimburse

other

operating

expenses.

Termination

modification

these

obligations

prior

September

2026

requires

approval

the

Board.

the

extent

these

obligations

terminate

are

modified,

Fund’s

total

annual

operating

expenses

may

increase.

For

the

period

ended

June

30,

2025,

the

total

fee

waivers

were

follows:

VIA

and

the

Distributor

not

have

the

ability

recover

amounts

waived

reimbursed

from

periods.

There

were

reimbursements

for

the

period

ended

June

30,

2025.

Board

Trustees

The

Board

currently

comprised

five

(5)

Trustees

—

two

Trustees

who

are

“interested

persons”

the

Trust

defined

under

the

1940

Act

(“Interested

Trustees”)

and

three

Trustees

who

are

not

“interested

persons”

the

Trust

(“Independent

Trustees”).

Trustee

compensation

and

expenses

are

allocated

each

Fund

based

its

net

assets.

Interested

Trustees

and

the

Trust’s

officers

are

not

paid

the

Trust.

For

the

period

ended

June

30,

2025,

the

regular

compensation

paid

the

Trustees

the

Funds

was

$157,500.

Federal

Income

Taxes

June

30,

2025,

the

following

Funds

had

net

tax

basis

capital

loss

carryforwards

which

may

applied

against

any

net

realized

taxable

gains,

any.

Available

capital

loss

carryforwards

are

follows:

Funds

Annual

Rate

Class

(%)

Class

(%)

Venerable

High

Yield

Fund

0.72

0.80

Venerable

Large

Cap

Index

Fund

0.51

N/A

Venerable

Moderate

Allocation

Fund

0.89

N/A

Venerable

Strategic

Bond

Fund

0.80

0.60

Venerable

Large

Cap

Strategic

Equity

Fund

0.86

0.75

Funds

12b-1

Administrative

Venerable

High

Yield

Fund

172,356

42,338

Venerable

Large

Cap

Index

Fund

891,523

–

Venerable

Moderate

Allocation

Fund

3,345,992

130,453

Venerable

Strategic

Bond

Fund

547,378

–

Venerable

Large

Cap

Strategic

Equity

Fund

1,862,241

–

Expiration

Funds

Short

Term

Long

Term

Total

Venerable

High

Yield

Fund

380,894

—

380,894

Venerable

Strategic

Bond

Fund

23,374,743

6,776,728

30,151,471

Venerable

Variable

Insurance

Trust

Notes

Financial

Statements,

continued

—

June

30,

2025

(Unaudited)

Notes

Financial

Statements

Record

Ownership

June

30,

2025,

the

following

table

includes

shareholders

record

with

greater

than

10%

the

total

outstanding

each

respective

Fund:

Restricted

Securities

Restricted

Securities

are

subject

contractual

restrictions

resale,

are

often

issued

private

placement

transactions,

and

are

not

registered

under

the

Securities

Act

1933,

amended

(“the

Act”).

June

30,

2025,

the

restricted

securities

held

the

Funds

were

acquired

under

Rule

144A

the

Act

and

may

sold

qualified

institutional

buyers

transactions

exempt

from

registration.

June

30,

2025,

the

Funds’

exposure

restricted

securities

(as

percentage

net

assets)

was

follows:

Contractual

Obligations

the

normal

course

business,

the

Funds

may

enter

into

contracts

that

contain

variety

representations

which

provide

general

indemnifications.

The

Funds’

maximum

exposure

under

these

arrangements

unknown

this

would

involve

future

claims

that

may

made

against

the

Funds

that

have

not

yet

occurred.

However,

the

Funds

expect

the

risk

loss

remote.

Risk

Factors

the

normal

course

business,

the

Funds

trade

financial

instruments

and

enter

into

financial

transactions

where

risk

potential

loss

exists

due

changes

the

market

(market

risk)

failure

the

other

party

transaction

perform

(credit

risk).

Similar

credit

risk,

the

Funds

may

also

exposed

counterparty

risk

that

institution

other

entity

with

which

the

Funds

have

unsettled

open

transactions

will

default.

The

potential

loss

could

exceed

the

value

the

relevant

assets

recorded

the

Funds’

financial

statements

(the

“Assets”).

The

Assets

consist

principally

cash

due

from

counterparties

and

investments.

The

extent

the

Funds’

exposure

market,

credit

and

counterparty

risks

with

respect

the

Assets

approximates

their

carrying

value

recorded

the

Funds’

Statements

Assets

and

Liabilities.

Global

economies

and

financial

markets

are

increasingly

interconnected

and

political

and

economic

conditions

(including

instability

and

volatility

due

international

trade

disputes)

and

events

(including

natural

disasters,

pandemics,

epidemics,

social

unrest

and

government

shutdowns)

one

country,

region

financial

market

may

adversely

impact

issuers

different

country,

region

financial

market.

result,

issuers

securities

held

Fund

may

experience

significant

declines

the

value

their

assets

and

even

cease

operations.

This

could

occur

whether

not

the

Fund

invests

securities

issuers

located

with

significant

exposure

the

countries

directly

affected.

Such

conditions

and/or

events

may

not

have

the

same

impact

all

types

securities

and

may

expose

Fund

greater

market

and

liquidity

risk

and

potential

difficulty

valuing

portfolio

instruments

held.

This

could

cause

Fund

underperform

other

types

investments.

From

time

time,

outbreaks

infectious

illness,

public

health

emergencies

and

other

similar

issues

(“public

health

events”)

may

occur

one

countries

around

the

globe.

Such

public

health

events

have

had

significant

impacts

both

the

country

which

the

event

first

identified

well

other

countries

the

global

economy.

Public

health

events

have

reduced

consumer

demand

and

economic

output

one

countries

subject

the

public

health

event,

resulted

restrictions

trading

and

Funds

Shareholders

Venerable

High

Yield

Fund

79.6

Venerable

Strategic

Bond

Fund

26.1

Venerable

Large

Cap

Strategic

Equity

Fund

38.1

Funds

Venerable

High

Yield

Fund

92.6

Venerable

Strategic

Bond

Fund

23.5

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

in-person

meetings

held

March

–

28,

2025

and

June

17,

2025,

the

Board

Trustees

(the

“Board”)

the

Venerable

Variable

Insurance

Trust

(the

“Trust”),

including

those

Trustees

who

are

not

parties

any

Agreement

(as

defined

below)

“interested

persons”

(as

that

term

defined

the

Investment

Company

Act

1940,

amended

(the

“1940

Act”))

such

parties

the

Trust

(the

“Independent

Trustees”),

considered

and

unanimously

approved

the

following

investment

advisory

agreements:

•

Investment

Advisory

Agreement

(the

“Advisory

Agreement”)

between

the

Trust

and

Venerable

Investment

Advisers,

LLC

(the

“Adviser”),

with

respect

the

Venerable

Small

Cap

Fund,

Venerable

International

Index

Fund,

Venerable

Mid

Cap

Index

Fund,

Venerable

Small

Cap

Index

Fund,

Venerable

Bond

Index

Fund,

Venerable

Intermediate

Corporate

Bond

Index

Fund,

Venerable

World

Conservative

Allocation

Fund,

Venerable

World

Moderate

Allocation

Fund,

Venerable

World

Appreciation

Allocation

Fund,

Venerable

Conservative

Allocation

Fund,

Venerable

Conservative

Appreciation

Allocation

Fund,

Venerable

Appreciation

Allocation

Fund,

Venerable

Emerging

Market

Equity

Fund,

and

Venerable

World

Equity

Fund,

each

newly-formed

series

the

Trust

(each

“Fund”,

and

collectively,

the

“Funds”);

•

Sub-Management

and

Compliance

Agreement

(the

“RIM

Agreement”)

between

the

Trust,

the

Adviser,

and

Russell

Investment

Management,

LLC

(“RIM”),

with

respect

the

Venerable

Large

Cap

Index

Fund,

Venerable

Moderate

Allocation

Fund,

Venerable

Large

Cap

Core

Equity

Fund,

Venerable

Emerging

Markets

Equity

Fund,

Venerable

World

Equity

Fund,

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,

and

Venerable

World

Appreciation

Allocation

Fund

(the

“RIM

Funds”);

•

Discretionary

Sub-Management

Agreement

(the

“Franklin

Agreement”)

between

the

Trust,

the

Adviser,

and

Franklin

Advisers,

Inc.

(“Franklin”),

with

respect

the

Venerable

High

Yield

Fund,

Venerable

Small

Cap

Fund,

Venerable

Bond

Index

Fund,

Venerable

Intermediate

Corporate

Bond

Index

Fund,

Venerable

Large

Cap

Strategic

Equity

Fund,

and

Venerable

Strategic

Bond

Fund

(collectively,

the

“FT

Funds”);

•

Non-Discretionary

Sub-Management

Agreements

(collectively,

the

“RIM

Sub-Management

Agreements”)

between

the

Adviser,

RIM

and

each

(i)

Allspring

Global

Investments,

LLC

(“Allspring”),

J.P.

Morgan

Asset

Management,

Inc.

(“JPMAM”),

Mar

Vista

Investment

Partners

LLC

(“Mar

Vista”),

and

Jacobs

Levy

Equity

Management,

Inc.

(“Jacobs

Levy”,

together

with

Allspring,

JPMAM,

and

Mar

Vista,

the

“RIM

Large

Cap

Core

Non-Discretionary

Sub-

Advisers”)

with

respect

the

Venerable

Large

Cap

Core

Equity

Fund;

(ii)

Axiom

Investors

LLC

(“Axiom”),

Barrow,

Hanley,

Mewhinney

Strauss

LLC

(“Barrow

Hanley”),

Numeric

Investors

LLC

(“Numeric”),

Oaktree

Fund

Advisors,

LLC

(“Oaktree”),

Pzena

Investment

Management,

LLC

(“Pzena”),

and

Sands

Capital

Management,

LLC

(“Sands”,

and

together

with

Axiom,

Barrow

Hanley,

Numeric,

Oaktree,

and

Pzena,

the

“RIM

Emerging

Markets

Non-Discretionary

Sub-Advisers”)

for

the

Venerable

Emerging

Markets

Equity

Fund;

(iii)

Intermede

Investment

Partners

Limited

and

Intermede

Global

Partners

Inc.

(collectively,

“Intermede”),

Numeric,

Sanders

Capital,

LLC

(“Sanders”),

and

Wellington

Management

Company

LLP

(“Wellington”,

and

together

with

Intermede,

Numeric

and

Sanders

the

“RIM

World

Equity

Non-Discretionary

Sub-Advisers”),

for

the

Venerable

World

Equity

Fund;

and

•

Non-Discretionary

Sub-Management

Agreements

(collectively,

the

“Franklin

Sub-Management

Agreements”)

between

Franklin

and

each

(i)

ClearBridge

Investments,

LLC

(“Clearbridge”)

and

Brandywine

Global

Investment

Management,

LLC

(“Brandywine”,

and

together

with

Clearbridge,

the

“Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Advisers”),

with

respect

the

Venerable

Large

Cap

Strategic

Equity

Fund,

and

(ii)

Putnam

Investment

Management,

LLC

(“Putnam”)

and

Royce

Investment

Partners

(“Royce”,

and

together

with

Putnam,

the

“Franklin

Small

Cap

Non-Discretionary

Sub-Advisers”),

with

respect

the

Venerable

Small

Cap

Fund.

The

RIM

Large

Cap

Core

Non-Discretionary

Sub-Advisers,

RIM

Emerging

Markets

Non-Discretionary

Sub-Advisers,

and

the

RIM

World

Equity

Non-Discretionary

Sub-Advisers

are

collectively

referred

herein

the

RIM

Non-Discretionary

Sub-Advisers.

The

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Advisers

and

the

Franklin

Small

Cap

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts,

continued

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

Non-Discretionary

Sub-Advisers

are

collectively

referred

herein

the

Franklin

Non-Discretionary

Sub-Advisers.

RIM,

Franklin,

the

RIM

Large

Cap

Core

Non-Discretionary

Sub-Advisers,

RIM

Emerging

Markets

Non-Discretionary

Sub-Advisers,

the

RIM

World

Equity

Non-Discretionary

Sub-Advisers,

the

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Advisers,

and

the

Franklin

Small

Cap

Non-Discretionary

Sub-Advisers

are

collectively

referred

herein

“Sub-Advisers”.

The

Sub-Advisers

provide

investment

sub-advisory

services

the

Funds.

connection

with

its

deliberations,

the

Board

considered

information

requested

behalf

the

Independent

Trustees

and

prepared

the

Adviser

and

the

Sub-Advisers

including

memoranda

and

other

materials

provided

the

Trustees

prior

and

during

the

meetings.

The

information

provided

the

Trustees

described,

among

other

things,

the

services

provided

and

fees

paid

the

Adviser

and

the

Sub-Advisers;

performance

information;

and

other

matters.

The

Board

considered

that

the

Adviser

had

conducted

extensive

due

diligence

the

proposed

Sub-Advisers

from

investment

management,

operational

and

compliance

perspective.

The

Independent

Trustees

also

met

executive

session

during

each

meeting

discuss

the

Agreements

and

review

the

information

provided.

The

Independent

Trustees

were

assisted

independent

legal

counsel

prior

and

during

the

meetings

and

during

their

deliberations

regarding

the

Agreements,

and

also

received

from

legal

counsel

materials

addressing,

among

other

things,

the

legal

standards

applicable

their

consideration

the

Agreements.

applicable,

the

Board

also

considered

the

foregoing

and

other

information

provided

the

Board’s

April

2-3,

2024

meeting.

approving

the

Agreements

with

respect

each

Fund,

each

Trustee,

after

considering

all

factors

they

deemed

relevant,

reached

determination,

with

the

assistance

Independent

Trustees’

counsel

and

fund

counsel

and

through

the

exercise

their

own

business

judgment,

that

the

proposed

fee

payable

the

Adviser

and

the

Sub-Advisers,

applicable,

was

fair

and

reasonable

and

that

the

approval

the

Agreements

was

the

best

interests

each

applicable

Fund

and

its

investors.

The

Board

considered

each

Fund

and

each

Agreement

separately.

considering

the

Agreements,

the

Trustees

did

not

identify

any

particular

factor

information

that

was

all-important

controlling,

and

each

Trustee

may

have

given

different

weights

different

factors

and,

thus,

each

Trustee

may

have

had

different

basis

for

his

her

decision.

Although

the

Board

gave

attention

all

information

provided,

some

the

primary

factors

the

Board

deemed

relevant

its

decision

approve

the

Agreements

with

respect

each

Fund

are

discussed

below.

Appointment

Venerable

Investment

Advisers,

LLC

Investment

Adviser

and

Approval

the

Investment

Management

Agreements

(All

Funds)

•

Nature,

Quality

and

Extent

Services

The

Board

evaluated

the

nature,

quality

and

extent

the

services

provided

the

Funds

the

Adviser

and

its

affiliates,

and

the

Adviser’s

responsibilities

with

respect

each

the

Funds.

The

Board

considered

that

the

Adviser

would

responsible

for,

among

other

things,

developing

the

investment

strategy

for

the

Funds;

researching,

selecting

and

hiring

any

sub-adviser(s),

and

conducting

on-going

due

diligence

and

monitoring

any

sub-adviser(s);

overseeing

the

selection

investments

for

the

Funds;

monitoring

and

evaluating

the

performance

the

Funds;

monitoring

the

investment

operations

and

composition

the

Funds

and,

connection

therewith,

monitoring

compliance

with

each

Fund’s

investment

objective,

policies

and

restrictions,

well

each

Fund’s

compliance

with

applicable

law;

monitoring

brokerage

selection,

commission

and

other

trading

costs,

quality

execution,

and

other

brokerage

matters;

coordinating

and

managing

the

flow

information

and

communications

relating

the

Funds

among

any

sub-adviser

and

other

applicable

parties;

coordinating

responses

regulatory

agency

inquiries

relating

the

operations

the

Trust

and

coordinating

litigation

matters

involving

the

Adviser

and

the

Trust;

and

implementing

Board

directives

they

relate

the

Funds.

The

Board

also

considered

information

regarding

the

Adviser’s

process

for

selecting

and

monitoring

any

sub-advisers

the

Funds

and

the

other

service

providers

each

Fund,

well

its

process

for

evaluating,

monitoring

and

overseeing

any

sub-adviser’s

investment

strategy.

addition,

the

Board

considered

information

regarding

the

qualifications

and

experience

of,

and

resources

available

to,

the

Adviser

personnel

who

would

perform

those

functions

with

respect

the

Funds.

The

Board

further

considered

that

the

Adviser

also

provides

the

Trust

with

personnel,

including

Trust

officers,

connection

with

carrying

out

its

responsibilities

and

responsible

for

coordinating

the

development

new

initiatives

and

evaluating

the

impact

proposed

products

and

services

the

Trust

and

its

assets.

The

Board

also

considered

that

the

Adviser

has

assumed

significant

entrepreneurial

risk

sponsoring

the

Funds

and

that

the

Adviser

would

bear

and

assume

significant

ongoing

risks,

including

investment,

operational,

enterprise,

litigation,

regulatory

and

compliance

risks,

with

respect

each

Fund.

The

Board

considered

that

the

Adviser’s

responsibilities

with

respect

the

Funds

also

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts,

continued

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

would

include

monitoring

investment,

operational,

enterprise,

litigation,

regulatory

and

compliance

risks

they

relate

the

Funds.

The

Board

also

considered

the

benefits

that

would

provided

shareholders

from

participation

Fund

sponsored

the

Adviser,

including

the

benefits

investing

fund

that

part

large

fund

complex

that

offers

wide

range

portfolios,

sub-advisers

and

investment

styles.

addition,

the

Board

considered

the

nature,

quality

and

extent

the

administrative,

investor

servicing

and

distribution

services

that

the

Adviser

and

its

affiliates

would

provide

the

Funds

and

their

shareholders.

The

Board

noted

that

the

Funds

did

not

have

any

performance

history

each

newly

created

series

the

Trust

and

none

had

commenced

operations

the

date

the

meeting.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined

that

the

nature,

quality

and

extent

the

services

provided

the

Adviser

were

appropriate

for

the

Funds.

•

Expenses

The

Board

considered

each

Fund’s

proposed

advisory

fee

light

the

nature,

quality

and

extent

the

services

provided

the

Adviser.

addition,

the

Board

considered

the

relative

level

the

sub-advisory

fee

paid

each

Fund’s

sub-adviser

and

the

advisory

fee

retained

the

Adviser

light

of,

among

other

factors,

the

nature

and

extent

responsibilities

retained,

and

risks

assumed

the

Adviser

and

not

delegated

assumed

sub-adviser.

With

respect

the

Advisory

Agreement,

the

Board

also

considered

information

provided

the

Adviser

comparing

the

proposed

advisory

fee

rate

and

expense

ratios

for

each

Fund

the

advisory

fee

rates

and

expense

ratios

comparable

mutual

funds,

including

information

compiled

with

data

from

Broadridge,

independent

provider

mutual

fund

industry

data.

particular,

the

Board

noted

the

following

information

included

the

Broadridge

data:

•

With

respect

the

Venerable

Small

Cap

Fund,

the

Board

noted

that

the

Fund’s

proposed

Management

Fee

was

slightly

above

the

median

its

expense

group

and

similar

the

median

its

expense

universe.

addition,

the

Board

noted

the

Fund’s

estimated

total

expenses

were

among

the

lowest

its

expense

group

and

expense

universe.

•

With

respect

the

Venerable

Emerging

Markets

Equity

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

Management

Fee

was

among

the

highest

its

expense

group

and

expense

universe,

was

not

significantly

higher

than

the

median

either.

The

Board

also

noted

the

Fund’s

estimated

total

expenses

were

higher

than

the

median

both

its

expense

group

and

expense

universe;

however,

the

total

expenses

were

not

significantly

higher

than

the

median

either.

•

With

respect

the

Venerable

World

Equity

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

Management

Fee

was

slightly

higher

than

the

median

its

expense

group

and

expense

universe,

was

not

significantly

higher

than

the

median

either.

The

Board

also

noted

the

Fund’s

estimated

total

expenses

were

lower

than

the

median

both

its

expense

group

and

expense

universe.

•

With

respect

the

Venerable

Mid

Cap

Index

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

Management

Fee

was

among

the

highest

its

expense

group

and

above

the

median

its

expense

universe,

was

not

significantly

higher

than

the

median

either.

The

Board

also

noted

the

Fund’s

estimated

total

expenses

were

higher

than

the

median

both

its

expense

group

and

expense

universe;

however,

the

total

expenses

were

not

significantly

higher

than

the

median

either.

•

With

respect

the

Venerable

Small

Cap

Index

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

Management

Fee

was

among

the

highest

its

expense

group

and

expense

universe,

was

not

significantly

higher

than

the

median

either.

The

Board

also

noted

the

Fund’s

estimated

total

expenses

were

higher

than

the

median

both

its

expense

group

and

expense

universe;

however,

the

total

expenses

were

not

significantly

higher

than

the

median

either.

•

With

respect

the

Venerable

International

Index

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts,

continued

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

Management

Fee

was

among

the

highest

its

expense

group

and

above

the

median

its

expense

universe,

was

not

significantly

higher

than

the

median

either.

addition,

the

Board

noted

the

Fund’s

estimated

total

expenses

were

higher

than

the

median

both

its

expense

group

and

expense

universe;

however,

the

total

expenses

were

not

significantly

higher

than

the

median

either.

•

With

respect

the

Venerable

Bond

Index

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

Management

Fee

was

the

highest

its

expense

group

and

expense

universe,

was

not

significantly

higher

than

the

median

either.

The

Board

also

noted

the

Fund’s

estimated

total

expenses

were

higher

than

the

median

both

its

expense

group

and

expense

universe;

however,

the

total

expenses

were

not

significantly

higher

than

the

median

either.

•

With

respect

the

Venerable

Intermediate

Corporate

Bond

Index

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

Management

Fee

was

the

highest

its

expense

group

and

expense

universe,

was

not

significantly

higher

than

the

median

either.

The

Board

also

noted

the

Fund’s

estimated

total

expenses

were

higher

than

the

median

both

its

expense

group

and

expense

universe;

however,

the

total

expenses

were

not

significantly

higher

than

the

median

either.

The

Board

further

noted

that

the

expense

group

and

expense

universe

included

other

credit

funds

broadly.

However,

compared

the

sole

corporate

bond

index

fund

the

peer

group,

the

Fund’s

proposed

Management

Fee

was

very

similar.

•

With

respect

the

Venerable

Conservative

Allocation

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

Management

Fee

was

among

the

highest

its

expense

group

and

expense

universe,

was

not

significantly

higher

than

the

median

either.

addition,

the

Board

noted

the

Fund’s

estimated

total

expenses

were

among

the

lowest

its

expense

group

and

expense

universe.

•

With

respect

the

Venerable

Conservative

Appreciation

Allocation

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

Management

Fee

was

among

the

highest

its

expense

group

and

expense

universe,

was

not

significantly

higher

than

the

median

either.

addition,

the

Board

noted

the

Fund’s

estimated

total

expenses

were

among

the

lowest

its

expense

group

and

expense

universe.

•

With

respect

the

Venerable

World

Conservative

Allocation

Fund,

the

Board

noted

that

the

Fund’s

proposed

Management

Fee

was

among

the

lowest

its

expense

group

and

expense

universe.

addition,

the

Board

noted

the

Fund’s

estimated

total

expenses

were

among

the

lowest

its

expense

group

and

expense

universe.

•

With

respect

the

Venerable

Moderate

Appreciation

Allocation

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

Management

Fee

was

among

the

highest

its

expense

group

and

expense

universe,

was

not

significantly

higher

than

the

median

either.

addition,

the

Board

noted

the

Fund’s

estimated

total

expenses

were

among

the

lowest

its

expense

group

and

expense

universe.

•

With

respect

the

Venerable

World

Moderate

Allocation

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

Management

Fee

was

the

highest

its

expense

group

and

among

the

highest

its

expense

universe,

was

not

significantly

higher

than

the

median

either.

addition,

the

Board

noted

the

Fund’s

estimated

total

expenses

were

higher

than

the

median

both

its

expense

group

and

expense

universe;

however,

the

total

expenses

were

not

significantly

higher

than

the

median

either.

•

With

respect

the

Venerable

Appreciation

Allocation

Fund,

the

Board

noted

the

Fund’s

proposed

Management

Fee

was

slightly

above

the

median

its

expense

group

and

similar

the

median

its

expense

universe.

addition,

the

Board

noted

the

Fund’s

estimated

total

expenses

were

among

the

lowest

its

expense

group

and

expense

universe.

•

With

respect

the

Venerable

World

Appreciation

Allocation

Fund,

the

Board

noted

the

Fund’s

proposed

Management

Fee

was

slightly

above

the

median

its

expense

group

and

its

expense

universe.

addition,

the

Board

noted

the

Fund’s

estimated

total

expenses

were

lower

than

the

median

its

expense

group

and

slightly

higher

than

the

median

its

expense

universe.

•

With

respect

the

Venerable

High

Yield

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

advisory

fee

rate

was

among

the

highest

its

expense

group

and

expense

universe,

was

not

significantly

higher

than

the

median

either.

addition,

the

Board

noted

the

Fund’s

estimated

total

expenses

were

lower

than

the

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts,

continued

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

median

both

its

expense

group

and

expense

universe.

•

With

respect

the

Venerable

Large

Cap

Index

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

advisory

fee

rate

was

the

highest

among

its

expense

group

and

above

the

median

its

expense

universe,

was

not

significantly

higher

than

the

median

either.

addition,

the

Board

noted

the

Fund’s

estimated

total

expenses

were

similar

the

median

both

its

expense

group

and

expense

universe.

•

With

respect

the

Venerable

Moderate

Allocation

Fund,

the

Board

noted

the

Fund’s

proposed

advisory

fee

rate

was

slightly

above

the

median

its

expense

group

and

similar

the

median

its

expense

universe.

addition,

the

Board

noted

the

Fund’s

estimated

total

expenses

were

among

the

lowest

its

expense

group

and

expense

universe.

•

With

respect

the

Venerable

Strategic

Bond

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

advisory

fee

rate

was

among

the

highest

its

expense

group

and

expense

universe,

was

not

significantly

higher

than

the

median

either.

The

Board

also

noted

the

Fund’s

estimated

total

expenses

were

higher

than

the

median

both

its

expense

group

and

expense

universe;

however,

the

total

expenses

were

not

significantly

higher

than

the

median

either.

•

With

respect

the

Venerable

Large

Cap

Core

Equity

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

advisory

fee

rate

was

among

the

highest

its

expense

group

and

expense

universe,

was

not

significantly

higher

than

the

median

either.

The

Board

also

noted

the

Fund’s

estimated

total

expenses

were

higher

than

the

median

both

its

expense

group

and

expense

universe;

however,

the

total

expenses

were

not

significantly

higher

than

the

median

either.

•

With

respect

the

Venerable

Large

Cap

Strategic

Equity

Fund,

the

Board

noted

that

although

the

Fund’s

proposed

advisory

fee

rate

was

among

the

highest

its

expense

group

and

expense

universe,

was

not

significantly

higher

than

the

median

either.

The

Board

also

noted

the

Fund’s

estimated

total

expenses

were

higher

than

the

median

its

expense

group,

although

not

significantly

so,

and

below

the

median

its

expense

universe.

addition,

the

Board

considered

that

the

Adviser

had

contractually

agreed

make

payments

waive

all

portion

its

fees

that

each

Fund’s

net

expense

ratios

would

not

exceed

certain

levels

set

forth

each

Fund’s

prospectus.

The

Board

also

noted

that,

the

extent

that

the

Adviser

waived

fees

pursuant

the

expense

limitation

arrangement,

the

Fund’s

actual

advisory

fee

could

lower

than

its

contractual

advisory

fee.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined

that

the

Adviser’s

proposed

fee

for

each

Fund

was

fair

and

reasonable.

•

Profitability

and

Costs

The

Board

considered

the

anticipated

level

profits

realized

the

Adviser

connection

with

the

operation

each

Fund.

The

Board

referred

report

included

the

meeting

materials

that

included

the

Adviser’s

estimated

profitability

Fund

for

the

first

year

operations.

The

Board

noted

the

report

took

into

account

the

revenue

the

Adviser

would

receive

under

both

the

Advisory

Agreement

and

the

administrative

services

agreement

between

the

Trust

and

the

Adviser

with

respect

each

Fund.

Based

its

review,

the

Board

did

not

consider

the

Adviser’s

estimated

profitability

excessive

but

noted

that

would

continue

periodically

evaluate

profitability.

•

Economies

Scale

The

Board

considered

whether

economies

scale

efficiencies

would

realized

the

Adviser

the

Funds

grow

larger

and

the

extent

which

this

reflected

the

proposed

advisory

and

administrative

fee

schedules

for

each

Fund.

While

recognizing

that

any

precise

determination

inherently

subject

assumptions

and

subjective

assessments,

the

Board

considered

that

any

economies

scale

efficiencies

may

shared

with

Funds

and

their

shareholders

variety

ways

including

(i)

subsidizing

Fund’s

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts,

continued

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

expenses

making

payments

waiving

all

portion

the

advisory

fee

other

fees

that

the

Fund’s

total

expense

ratio

does

not

exceed

certain

levels,

(ii)

setting

the

advisory

fee

other

fees

that

portfolio

priced

scale,

which

assumes

that

the

Fund

has

sufficient

assets

from

inception

operate

competitive

fee

rate

without

any

fee

waiver

expense

reimbursement

from

the

manager,

and

(iii)

reinvestment

in,

and

enhancements

to,

the

services

that

manager

and

its

affiliates

provide

Fund

and

its

shareholders.

The

Adviser

explained

that

had

agreed,

for

period

two

years

from

the

commencement

operations,

assume

certain

expenses

each

the

Funds

making

payments

waiving

all

portion

its

and

its

affiliates’

advisory,

administrative

and

other

fees

that

each

Fund’s

net

expense

ratios

not

exceed

certain

contractual

levels.

The

Board

also

considered

that

the

Adviser

could

potentially

economies

scale

efficiencies

with

the

Funds

through

reinvestment

in,

and

enhancements

to,

the

services

that

the

Adviser

provides

the

Funds

and

their

shareholders

over

time,

such

hiring

additional

personnel,

providing

additional

resources

areas

relating

management

and

administration

the

Funds,

and

the

ongoing

development

the

Adviser’s

infrastructure.

The

Board

considered

these

factors,

and

the

relationship

they

bore

the

fee

charged

each

Fund

the

Adviser

and

concluded

that

there

would

reasonable

sharing

benefits

from

any

economies

scale

efficiencies

with

each

Fund

once

commences

operations

and

reasonably

anticipated

asset

levels.

The

Board

noted,

however,

that

would

monitor

future

growth

each

Fund’s

assets

determine

whether

economies

scale

efficiencies

continued

reflected

the

applicable

Fund’s

fee

arrangements.

•

Fall-Out

and

Other

Benefits

The

Board

considered

the

extent

which

fall-out

benefits

could

accrue

the

Adviser

and

its

affiliates

result

the

Adviser’s

relationship

with

the

Trust.

particular,

the

Board

noted

that

was

proposed

that

the

Adviser

would

also

serve

the

administrator

for

the

Funds

and

would

receive

compensation

for

acting

that

capacity

and

that

was

proposed

that

Directed

Services

LLC,

affiliate

the

Adviser,

receive

payments

through

Rule

12b-1

plan

compensate

for

providing

distribution

and

shareholder

services

owners

variable

annuity

contracts

and

variable

life

insurance

policies

that

may

invest

the

Funds.

The

Board

noted

that

the

Adviser’s

affiliated

insurance

company,

depositor

the

insurance

company

separate

accounts

investing

each

the

Funds,

would

receive

certain

significant

tax

benefits

associated

with

such

investments

well

other

potential

benefits.

The

Board

considered

that

the

Funds

would

offered

investment

options

through

variable

insurance

contracts

offered

and

sold

the

Adviser’s

insurance

company

affiliate

and

that

the

performance

Fund

may

impact,

positively

negatively,

the

insurance

company’s

ability

hedge

the

risks

associated

with

guarantees

that

each

insurance

company

may

provide

the

issuer

such

contracts.

The

Board

also

noted

that

the

Adviser’s

insurance

company

affiliate

and

Directed

Services

LLC

each

received

compensation,

which

could

include

sales

charges,

separate

account

fees

and

charges,

and

other

variable

contract

fees

and

charges,

from

the

sale

and

administration

these

variable

insurance

contracts.

The

Board,

including

the

Independent

Trustees,

determined

that

would

continue

review

any

“fall-out”

and

other

benefits

ongoing

basis.

Appointment

Russell

Investment

Management,

LLC

Sub-Adviser

and

Approval

Sub-Management

and

Compliance

Services

Agreement

(RIM

Funds)

•

Nature,

Quality

and

Extent

Services

The

Board

evaluated

the

nature,

quality

and

extent

the

services

proposed

provided

each

RIM

Fund

RIM.

The

Board

considered

RIM’s

responsibilities

with

respect

each

RIM

Fund

pursuant

the

RIM

Agreement,

and

RIM’s

relevant

experience.

The

Board

noted

that,

subject

the

oversight

the

Adviser,

RIM

would

responsible

for

making

investment

decisions

with

respect

each

RIM

Fund;

placing

with

brokers

dealers

orders

for

the

purchase

and

sale

investments

for

each

RIM

Fund;

assisting

the

Adviser

overseeing

any

RIM

Non-Discretionary

Sub-Advisers

RIM

Fund;

and

performing

certain

administrative

and

compliance

functions.

The

Board

also

considered

information

regarding

RIM’s

process

for

selecting

investments

for

each

RIM

Fund,

well

information

regarding

the

qualifications

and

experience

RIM’s

portfolio

managers

who

would

provide

services

each

RIM

Fund.

addition,

the

Board

considered

the

Adviser’s

familiarity

with,

and

confidence

in,

RIM,

and

the

results

the

Adviser’s

due

diligence.

The

Board

also

considered

information

regarding

RIM’s

procedures

for

executing

portfolio

transactions

for

each

RIM

Fund

and

RIM’s

policies

and

procedures

for

selecting

brokers

and

dealers.

addition,

the

Board

considered

information

regarding

RIM’s

trading

experience

and

how

RIM

would

seek

achieve

“best

execution”

behalf

each

RIM

Fund.

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts,

continued

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

The

Board

then

reviewed

performance

data

relating

RIM’s

management

other

funds

with

similar

investment

strategy

those

proposed

for

the

RIM

Funds,

compared

appropriate

benchmark

and

peer

group.

The

Board

also

considered

RIM’s

expertise,

resources,

proposed

investment

strategy,

and

personnel

for

advising

each

RIM

Fund.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

each

RIM

Fund,

that

the

nature,

quality,

and

extent

the

services

provided

RIM

were

appropriate

for

the

RIM

Funds

light

their

investment

objective

and,

thus,

supported

decision

approve

the

amended

Sub-Management

Agreement.

•

Fee

With

respect

the

RIM

Agreement

relating

each

RIM

Fund,

the

Board

considered

the

proposed

sub-advisory

fee

for

RIM

light

the

nature,

quality

and

extent

the

services

proposed

provided

RIM.

The

Board

considered

the

relative

level

the

sub-advisory

fee

paid

RIM

with

respect

each

RIM

Fund

and

the

advisory

fee

retained

the

Adviser

light

of,

among

other

factors,

the

nature

and

extent

responsibilities

retained,

and

risks

assumed

the

Adviser

and

not

delegated

assumed

RIM.

The

Board

further

noted

that

the

Adviser,

and

not

the

RIM

Funds,

would

pay

RIM

and

that

the

proposed

sub-

advisory

fees

were

negotiated

between

RIM

and

the

Adviser.

Moreover,

the

Board

noted

that

the

Adviser

believed

that

the

fees

agreed

upon

with

RIM

were

reasonable

light

the

nature,

quality,

and

extent

the

investment

sub-advisory

services

provided.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

each

RIM

Fund,

that

the

proposed

sub-advisory

fee

for

RIM

was

fair

and

reasonable.

•

Fall-Out

and

Other

Benefits

The

Board

also

considered

possible

fall-out

benefits

and

other

types

benefits

that

could

accrue

RIM

and

its

affiliates

result

its

relationship

with

the

Trust.

particular,

the

Board

noted

(i)

RIM’s

affiliated

broker,

Russell

Investments

Implementation

Services,

LLC,

could

receive

commissions

was

being

considered

for

effecting

portfolio

transactions

for

the

RIM

Funds;

(ii)

RIM,

its

affiliates

and

their

fund

complexes

could

obtain

lower

commission

rates

and

effective

trade

execution

from

aggregation

trades

the

RIM

Funds

and

other

clients;

(iii)

RIM,

its

affiliates

and

their

fund

complexes

could

benefit

from

fee

schedules

negotiated

with

certain

service

providers

which

are

based

global

assets

under

management

(e.g.,

non-discretionary

sub-advisers

and

custodians);

(iv)

was

possible

that

certain

service

providers

could

charge

RIM

and

its

affiliates

lower

fees

based

the

totality

the

business

relationships

between

the

parties;

and

(v)

certain

RIM

affiliates

could

provide

services

the

Trust

and

receive

fees

for

such

services.

addition,

the

Board

noted

RIM

could

benefit

indirectly

from

its

relationships

with

the

RIM

Funds,

including

through

the

reputation

being

employed

the

Adviser

and

RIM

included

the

RIM

Funds’

assets

and

performance

record

composites

uses,

which

could

contribute

RIM’s

ability

obtain

other

clients

for

its

investment

management

services.

The

Board

also

noted

that

RIM

would

benefit

from

greater

exposure

the

marketplace

with

respect

its

investment

processes

and

from

expanding

its

level

assets

under

management,

and

that

RIM

could

derive

benefits

from

its

association

with

the

Adviser

and

other

sub-advisers

(as

applicable)

Fund.

The

Board,

including

the

Independent

Trustees,

determined

that

would

continue

review

any

“fall-out”

and

other

benefits

ongoing

basis.

The

Board

discussed

profitability

and

economies

scale

factors

consideration

and

determined

that

they

were

most

relevant

the

context

the

Board’s

consideration

the

Advisory

Agreement

and

the

aggregate

advisory

fee

paid

each

Fund.

Appointment

Franklin

Advisers,

LLC

Sub-Adviser

and

Approval

Discretionary

Sub-Management

Agreement

(FT

Funds)

•

Nature,

Quality

and

Extent

Services

The

Board

evaluated

the

nature,

quality

and

extent

the

services

proposed

provided

each

Fund

Franklin.

The

Board

considered

Franklin’s

responsibilities

with

respect

each

Fund

pursuant

the

Franklin

Agreement,

and

Franklin’s

relevant

experience.

The

Board

noted

that,

subject

the

oversight

the

Adviser,

Franklin

would

responsible

for

making

investment

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts,

continued

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

decisions

with

respect

each

Fund;

placing

with

brokers

dealers

orders

for

the

purchase

and

sale

investments

for

each

Fund;

and

assisting

the

Adviser

overseeing

any

Franklin

Non-Discretionary

Sub-Advisers

Fund.

The

Board

also

considered

information

regarding

Franklin’s

process

for

selecting

investments

for

each

Fund,

well

information

regarding

the

qualifications

and

experience

Franklin’s

portfolio

managers

who

would

provide

services

each

Fund.

The

Board

also

considered

the

Adviser’s

familiarity

with,

and

confidence

in,

Franklin,

and

the

results

the

Adviser’s

due

diligence.

The

Board

also

considered

information

regarding

Franklin’s

procedures

for

executing

portfolio

transactions

for

each

Fund

and

Franklin’s

policies

and

procedures

for

selecting

brokers

and

dealers.

addition,

the

Board

considered

information

regarding

Franklin’s

trading

experience

and

how

Franklin

would

seek

achieve

“best

execution”

behalf

each

Fund.

The

Board

then

reviewed

hypothetical

returns

representing

customized

portfolio

produced

using

publicly

disclosed

fund

returns

for

the

Putnam

Small

Cap

Growth

Fund,

and

the

Royce

Small

Cap

Opportunity

Fund,

well

returns

from

the

simulated

Franklin

U.S.

Multi-Factor

Equity

Strategy,

all

representative

the

models

that

will

comprise

the

Small

Cap

Fund.

The

Board

also

considered

Franklin’s

expertise,

resources,

proposed

investment

strategy,

and

personnel

for

advising

each

Fund.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

each

Fund,

that

the

nature,

quality

and

extent

the

services

provided

Franklin

were

appropriate

for

the

Fund

light

its

investment

objective

and,

thus,

supported

decision

approve

the

Franklin

Agreement.

•

Fee

With

respect

the

Franklin

Agreement

relating

each

Fund,

the

Board

considered

the

proposed

sub-advisory

fee

for

Franklin

light

the

nature,

quality

and

extent

the

services

proposed

provided

Franklin.

The

Board

considered

the

relative

levels

the

sub-advisory

fee

paid

Franklin

with

respect

each

Fund

and

the

advisory

fee

retained

the

Adviser

light

of,

among

other

factors,

the

nature

and

extent

responsibilities

retained

and

risks

assumed

the

Adviser

and

not

delegated

assumed

Franklin.

The

Board

noted

that

the

Adviser,

and

not

the

Funds,

would

pay

Franklin

and

that

each

proposed

sub-

advisory

fee

was

negotiated

between

Franklin

and

the

Adviser.

Moreover,

the

Board

noted

that

the

Adviser

believes

the

fee

agreed

upon

with

Franklin

reasonable

light

the

nature,

quality

and

extent

the

investment

sub-advisory

services

provided.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

each

Fund,

that

the

proposed

sub-advisory

fee

for

Franklin

fair

and

reasonable.

•

Fall-Out

and

Other

Benefits

The

Board

also

considered

possible

fall-out

benefits

and

other

types

benefits

that

could

accrue

Franklin

result

its

relationship

with

the

Trust.

particular,

the

Board

noted

Franklin

could

benefit

indirectly

from

its

relationships

with

the

Funds,

including

through

the

reputation

being

employed

the

Adviser

and

Franklin

included

the

Funds’

assets

and

performance

record

composites

used,

which

could

contribute

Franklin’s

ability

obtain

other

clients

for

its

investment

management

services.

addition,

Franklin

could

receive

research

and

services

obtained

with

client

commissions

generated

the

Funds.

Research/services

obtained

with

client

commissions

generated

Franklin’s

clients

could

shared

with

Franklin’s

advisory

affiliates.

The

Board

also

noted

that

Franklin

could

benefit

from

greater

exposure

the

marketplace

with

respect

its

investment

process

and

from

expanding

its

level

assets

under

management,

and

that

Franklin

could

derive

benefits

from

its

association

with

the

Adviser

and

other

sub-

advisers/non-discretionary

sub-advisers

(as

applicable)

Fund.

The

Board,

including

the

Independent

Trustees,

determined

that

would

continue

review

any

“fall-out”

and

other

benefits

ongoing

basis.

Appointment

RIM

Non-Discretionary

Sub-Advisers

and

Approval

Non-Discretionary

Sub-Management

Agreements

(Venerable

Large

Cap

Core

Equity

Fund)

•

Nature,

Quality

and

Extent

Services

The

Board

evaluated

the

nature,

quality

and

extent

the

services

proposed

provided

each

RIM

Large

Cap

Core

Non-

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts,

continued

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

Discretionary

Sub-Adviser

the

Venerable

Large

Cap

Core

Equity

Fund.

The

Board

considered

that,

subject

the

oversight

the

Adviser

and

RIM,

each

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser

would

responsible

for

providing

RIM

with

model

portfolio

based

certain

investment

guidelines

for

the

Venerable

Large

Cap

Core

Equity

Fund

and

RIM

would

utilize

each

model

portfolio

when

purchasing

and

selling

securities

for

specific

portion

the

Fund.

The

Board

also

considered

the

Adviser’s

and

RIM’s

familiarity

with,

and

confidence

in,

each

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser,

and

the

results

the

Adviser’s

due

diligence.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

the

Venerable

Large

Cap

Core

Equity

Fund,

that

the

nature,

quality

and

extent

the

services

provided

each

RIM

Large

Cap

Core

Non-Discretionary

Sub-

Adviser

were

appropriate

for

the

Venerable

Large

Cap

Core

Equity

Fund

light

its

investment

objective

and,

thus,

supported

decision

approve

the

RIM

Sub-Management

Agreements.

•

Fee

With

respect

each

RIM

Sub-Management

Agreement

relating

the

Venerable

Large

Cap

Core

Equity

Fund,

the

Board

considered

the

proposed

sub-management

fees

light

the

nature,

quality

and

extent

the

services

proposed

provided

each

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser.

The

Board

considered

the

relative

levels

the

sub-management

fee

paid

each

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser

with

respect

the

Venerable

Large

Cap

Core

Equity

Fund,

the

sub-

advisory

fee

retained

RIM,

and

the

advisory

fee

retained

the

Adviser,

light

of,

among

other

factors,

the

nature

and

extent

responsibilities

retained

and

risks

assumed

the

Adviser

and

not

delegated

assumed

RIM

each

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser.

The

Board

further

noted

that

RIM,

and

not

the

Fund,

would

pay

each

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser

and

that

the

proposed

sub-management

fees

were

negotiated

between

RIM

and

each

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser,

with

final

sign-off

the

Adviser

prior

submission

the

Board

for

approval.

Moreover,

the

Board

noted

that

the

Adviser

believed

that

the

fee

agreed

upon

with

each

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser

reasonable

light

the

nature,

quality

and

extent

the

services

provided.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

the

Venerable

Large

Cap

Core

Equity

Fund,

that

the

proposed

sub-management

fee

for

each

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser

fair

and

reasonable.

•

Fall-Out

and

Other

Benefits

The

Board

also

considered

possible

fall-out

benefits

and

other

types

benefits

that

may

accrue

each

proposed

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser

result

its

relationship

with

the

Trust,

including

greater

exposure

the

marketplace.

The

Board

noted

that

each

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser

may

benefit

indirectly

from

its

relationship

with

the

Venerable

Large

Cap

Core

Equity

Fund,

including

through

the

reputation

being

engaged

the

Adviser

and

RIM,

and

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser

includes

the

Venerable

Large

Cap

Core

Equity

Fund’s

assets

and

performance

record

composites

uses.

This

may

contribute

RIM

Large

Cap

Core

Non-Discretionary

Sub-Adviser’s

ability

obtain

other

clients

for

their

investment

management

services.

The

Board,

including

the

Independent

Trustees,

determined

that

would

continue

review

any

“fall-out”

and

other

benefits

ongoing

basis.

The

Board

discussed

profitability

and

economies

scale

factors

consideration

and

determined

that,

that

time,

they

are

most

relevant

the

context

the

Board’s

consideration

the

Advisory

Agreement

and

the

aggregate

advisory

fee

paid

each

Fund.

Appointment

RIM

Non-Discretionary

Sub-Advisers

and

Approval

Non-Discretionary

Sub-Management

Agreements

(Venerable

Emerging

Markets

Equity

Fund)

•

Nature,

Quality

and

Extent

Services

The

Board

evaluated

the

nature,

quality

and

extent

the

services

proposed

provided

each

RIM

Emerging

Markets

Non-Discretionary

Sub-Adviser

the

Emerging

Markets

Equity

Fund.

The

Board

considered

that,

subject

the

oversight

the

Adviser

and

RIM,

each

RIM

Non-Discretionary

Sub-Adviser

would

responsible

for

providing

RIM

with

model

portfolio

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts,

continued

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

based

certain

investment

guidelines

for

the

Emerging

Markets

Equity

Fund.

The

Board

also

considered

the

Adviser’s

and

RIM’s

familiarity

with,

and

confidence

in,

each

RIM

Emerging

Markets

Non-Discretionary

Sub-Adviser,

and

the

results

the

Adviser’s

due

diligence.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

the

Emerging

Markets

Equity

Fund,

that

the

nature,

quality

and

extent

the

services

provided

each

RIM

Emerging

Markets

Non-Discretionary

Sub-Adviser

were

appropriate

for

the

Emerging

Markets

Equity

Fund

light

its

investment

objective

and,

thus,

supported

decision

approve

the

RIM

Sub-Management

Agreements.

•

Fee

With

respect

each

RIM

Sub-Management

Agreement

relating

the

Emerging

Markets

Equity

Fund,

the

Board

considered

the

proposed

sub-management

fees

light

the

nature,

quality

and

extent

the

services

proposed

provided

each

RIM

Emerging

Markets

Non-Discretionary

Sub-Adviser.

The

Board

considered

the

relative

levels

the

sub-management

fee

paid

each

RIM

Emerging

Markets

Non-Discretionary

Sub-

Adviser

with

respect

the

Emerging

Markets

Equity

Fund,

the

sub-

advisory

fee

retained

RIM,

and

the

advisory

fee

retained

the

Adviser,

light

of,

among

other

factors,

the

nature

and

extent

responsibilities

retained

and

risks

assumed

the

Adviser

and

not

delegated

assumed

RIM

each

RIM

Emerging

Markets

Non-Discretionary

Sub-Adviser.

The

Board

further

noted

that

the

Adviser,

and

not

the

Emerging

Markets

Equity

Fund,

would

pay

each

RIM

Emerging

Markets

Non-Discretionary

Sub-Adviser

and

that

the

proposed

non-discretionary

sub-adviser

fees

were

negotiated

between

RIM

and

each

RIM

Emerging

Markets

Non-Discretionary

Sub-Adviser,

with

final

sign-off

the

Adviser

prior

submission

the

Board

for

approval.

Moreover,

the

Board

noted

that

the

Adviser

believes

that

the

fee

agreed

upon

with

each

RIM

Emerging

Markets

Non-Discretionary

Sub-Adviser

reasonable

light

the

nature,

quality

and

extent

the

services

provided.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

the

Emerging

Markets

Equity

Fund,

that

the

proposed

non-discretionary

sub-adviser

fee

for

each

RIM

Emerging

Markets

Non-Discretionary

Sub-

Adviser

fair

and

reasonable.

•

Fall-Out

and

Other

Benefits

The

Board

also

considered

possible

fall-out

benefits

and

other

types

benefits

that

could

accrue

each

proposed

RIM

Emerging

Markets

Non-Discretionary

Sub-Adviser

result

its

relationship

with

the

Trust,

including

greater

exposure

the

marketplace.

The

Board

noted

that

each

RIM

Emerging

Markets

Non-Discretionary

Sub-Adviser

could

benefit

indirectly

from

its

relationship

with

the

Emerging

Markets

Equity

Fund,

including

through

the

reputation

being

engaged

the

Adviser

and

RIM,

and

RIM

Emerging

Markets

Non-Discretionary

Sub-Adviser

included

the

Emerging

Markets

Equity

Fund’s

assets

and

performance

record

composites

used,

which

could

contribute

RIM

Emerging

Markets

Non-Discretionary

Sub-Adviser’s

ability

obtain

other

clients

for

their

investment

management

services.

The

Board,

including

the

Independent

Trustees,

determined

that

would

continue

review

any

“fall-out”

and

other

benefits

ongoing

basis.

The

Board

discussed

profitability

and

economies

scale

factors

consideration

and

determined

that

these

were

most

relevant

the

context

the

Board’s

consideration

the

Advisory

Agreement

and

the

aggregate

advisory

fee

paid

each

Fund.

Appointment

RIM

Non-Discretionary

Sub-Advisers

and

Approval

Non-Discretionary

Sub-Management

Agreements

(Venerable

World

Equity

Fund)

•

Nature,

Quality

and

Extent

Services

The

Board

evaluated

the

nature,

quality

and

extent

the

services

proposed

provided

each

RIM

World

Equity

Non-

Discretionary

Sub-Adviser

the

World

Equity

Fund.

The

Board

considered

that,

subject

the

oversight

the

Adviser

and

RIM,

each

RIM

World

Equity

Non-Discretionary

Sub-Adviser

would

responsible

for

providing

RIM

with

model

portfolio

based

certain

investment

guidelines

for

the

World

Equity

Fund.

The

Board

also

considered

the

Adviser’s

and

RIM’s

familiarity

with,

and

confidence

in,

each

RIM

World

Equity

Non-

Discretionary

Sub-Adviser,

and

the

results

the

Adviser’s

due

diligence.

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts,

continued

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

the

World

Equity

Fund,

that

the

nature,

quality

and

extent

the

services

provided

each

RIM

World

Equity

Non-

Discretionary

Sub-Adviser

were

appropriate

for

the

World

Equity

Fund

light

its

investment

objective

and,

thus,

supported

decision

approve

the

RIM

Sub-

Management

Agreements.

•

Fee

With

respect

each

RIM

Sub-Management

Agreement

relating

the

World

Equity

Fund,

the

Board

considered

the

proposed

sub-management

fees

light

the

nature,

quality

and

extent

the

services

proposed

provided

each

RIM

World

Equity

Non-Discretionary

Sub-Adviser.

The

Board

considered

the

relative

levels

the

sub-management

fee

paid

each

RIM

World

Equity

Non-Discretionary

Sub-Adviser

with

respect

the

World

Equity

Fund,

the

sub-advisory

fee

retained

RIM,

and

the

advisory

fee

retained

the

Adviser,

light

of,

among

other

factors,

the

nature

and

extent

responsibilities

retained

and

risks

assumed

the

Adviser

and

not

delegated

assumed

RIM

each

RIM

World

Equity

Non-Discretionary

Sub-Adviser.

The

Board

further

noted

that

the

Adviser,

and

not

the

World

Equity

Fund,

would

pay

each

RIM

World

Equity

Non-

Discretionary

Sub-Adviser

and

that

the

proposed

non-discretionary

sub-adviser

fees

were

negotiated

between

RIM

and

each

RIM

World

Equity

Non-Discretionary

Sub-Adviser,

with

final

sign-off

the

Adviser

prior

submission

the

Board

for

approval.

Moreover,

the

Board

noted

that

the

Adviser

believes

that

the

fee

agreed

upon

with

each

RIM

World

Equity

Non-Discretionary

Sub-Adviser

reasonable

light

the

nature,

quality

and

extent

the

services

provided.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

the

World

Equity

Fund,

that

the

proposed

non-discretionary

sub-adviser

fee

for

each

RIM

World

Equity

Non-Discretionary

Sub-Adviser

fair

and

reasonable.

•

Fall-Out

and

Other

Benefits

The

Board

also

considered

possible

fall-out

benefits

and

other

types

benefits

that

could

accrue

each

proposed

RIM

World

Equity

Non-Discretionary

Sub-Adviser

result

its

relationship

with

the

Trust,

including

greater

exposure

the

marketplace.

The

Board

noted

that

each

RIM

World

Equity

Non-Discretionary

Sub-Adviser

could

benefit

indirectly

from

its

relationship

with

the

World

Equity

Fund,

including

through

the

reputation

being

engaged

the

Adviser

and

RIM,

and

RIM

World

Equity

Non-

Discretionary

Sub-Adviser

included

the

World

Equity

Fund’s

assets

and

performance

record

composites

used,

which

could

contribute

RIM

World

Equity

Non-Discretionary

Sub-Adviser’s

ability

obtain

other

clients

for

their

investment

management

services.

The

Board,

including

the

Independent

Trustees,

determined

that

would

continue

review

any

“fall-out”

and

other

benefits

ongoing

basis.

The

Board

discussed

profitability

and

economies

scale

factors

consideration

and

determined

that

they

were

most

relevant

the

context

the

Board’s

consideration

the

Advisory

Agreement

and

the

aggregate

advisory

fee

paid

each

Fund.

Appointment

Franklin

Non-Discretionary

Sub-Advisers

and

Approval

Non-Discretionary

Sub-Management

Agreements

(Venerable

Large

Cap

Strategic

Equity

Fund)

•

Nature,

Quality

and

Extent

Services

The

Board

evaluated

the

nature,

quality

and

extent

the

services

proposed

provided

each

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser

the

Venerable

Large

Cap

Strategic

Equity

Fund.

The

Board

considered

that,

subject

the

oversight

the

Adviser

and

Franklin,

each

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser

would

responsible

for

providing

Franklin

with

model

portfolio

based

certain

investment

guidelines

for

the

Venerable

Large

Cap

Strategic

Equity

Fund,

and

Franklin

would

utilize

each

model

portfolio

when

purchasing

and

selling

securities

for

specific

portion

the

Fund.

The

Board

also

considered

the

Adviser’s

and

Franklin’s

familiarity

with,

and

confidence

in,

each

Franklin

Large

Cap

Strategic

Non-

Discretionary

Sub-Adviser,

and

the

results

the

Adviser’s

due

diligence.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

the

Venerable

Large

Cap

Strategic

Equity

Fund,

that

the

nature,

quality

and

extent

the

services

provided

each

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser

were

appropriate

for

the

Venerable

Large

Cap

Strategic

Equity

Fund

light

its

investment

objective

and,

thus,

supported

decision

approve

the

Franklin

Sub-Management

Agreements.

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts,

continued

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

•

Fee

With

respect

the

Franklin

Sub-Management

Agreements

relating

the

Venerable

Large

Cap

Strategic

Equity

Fund,

the

Board

considered

the

proposed

sub-management

fees

light

the

nature,

quality

and

extent

the

services

proposed

provided

each

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser.

The

Board

considered

the

relative

levels

the

sub-management

fee

paid

each

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser

with

respect

the

Venerable

Large

Cap

Strategic

Equity

Fund,

the

sub-advisory

fee

retained

Franklin,

and

the

advisory

fee

retained

the

Adviser,

light

of,

among

other

factors,

the

nature

and

extent

responsibilities

retained

and

risks

assumed

the

Adviser

and

not

delegated

assumed

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser.

The

Board

noted

that,

with

respect

sub-management

compensation,

Franklin

and

its

affiliated

sub-advisers

utilized

internal

transfer

pricing

arrangements.

The

Board

further

noted

that

Franklin,

and

not

the

Fund,

would

pay

each

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser

and

that

each

proposed

sub-management

fee

was

negotiated

between

Franklin

and

each

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser,

with

final

sign-off

the

Adviser

prior

submission

the

Board

for

approval.

Moreover,

the

Board

noted

that

the

Adviser

believed

that

the

fee

agreed

upon

with

each

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser

reasonable

light

the

nature,

quality

and

extent

the

services

provided.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

the

Venerable

Large

Cap

Strategic

Equity

Fund,

that

the

proposed

sub-management

fee

for

each

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser

fair

and

reasonable.

•

Fall-Out

and

Other

Benefits

The

Board

also

considered

possible

fall-out

benefits

and

other

types

benefits

that

may

accrue

each

proposed

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser

result

its

relationship

with

the

Trust,

including

greater

exposure

the

marketplace.

The

Board

noted

that

each

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser

may

benefit

indirectly

from

its

relationship

with

the

Venerable

Large

Cap

Strategic

Equity

Fund,

including

through

the

reputation

being

engaged

the

Adviser

and

Franklin,

and

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser

includes

the

Venerable

Large

Cap

Strategic

Equity

Fund’s

assets

and

performance

record

composites

uses.

This

may

contribute

Franklin

Large

Cap

Strategic

Non-Discretionary

Sub-Adviser’s

ability

obtain

other

clients

for

its

investment

management

services.

The

Board,

including

the

Independent

Trustees,

determined

that

would

continue

review

any

“fall-out”

and

other

benefits

ongoing

basis.

The

Board

discussed

profitability

and

economies

scale

factors

consideration

and

determined

that,

that

time,

they

are

most

relevant

the

context

the

Board’s

consideration

the

Advisory

Agreement

and

the

aggregate

advisory

fee

paid

each

Fund.

Appointment

Franklin

Non-Discretionary

Sub-Advisers

and

Approval

Non-Discretionary

Sub-Management

Agreements

(Venerable

Small

Cap

Fund)

•

Nature,

Quality

and

Extent

Services

The

Board

evaluated

the

nature,

quality

and

extent

the

services

proposed

provided

each

Franklin

Small

Cap

Non-

Discretionary

Sub-Adviser

the

Small

Cap

Fund.

The

Board

considered

that,

subject

the

oversight

the

Adviser

and

Franklin,

each

Franklin

Small

Cap

Non-Discretionary

Sub-Adviser

would

responsible

for

providing

Franklin

with

model

portfolio

based

certain

investment

guidelines

for

the

Small

Cap

Fund.

The

Board

also

considered

the

Adviser’s

and

Franklin’s

familiarity

with,

and

confidence

in,

each

Franklin

Small

Cap

Non-Discretionary

Sub-Adviser,

and

the

results

the

Adviser’s

due

diligence.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

the

Small

Cap

Fund,

that

the

nature,

quality

and

extent

the

services

provided

each

Franklin

Small

Cap

Non-

Discretionary

Sub-Adviser

were

appropriate

for

the

Small

Cap

Fund

light

its

investment

objective

and,

thus,

supported

decision

approve

the

Franklin

Sub-Management

Agreements.

•

Fee

Venerable

Variable

Insurance

Trust

Basis

for

Approval

Investment

Advisory

Contracts,

continued

—

(Unaudited)

Basis

for

Approval

Investment

Advisory

Contracts

With

respect

the

Franklin

Sub-Management

Agreement

relating

the

Small

Cap

Fund,

the

Board

considered

the

proposed

sub-advisory

fees

light

the

nature,

quality

and

extent

the

services

proposed

provided

each

Franklin

Small

Cap

Non-Discretionary

Sub-Adviser.

The

Board

considered

the

relative

levels

the

sub-advisory

fee

paid

each

Franklin

Small

Cap

Non-Discretionary

Sub-Adviser

with

respect

the

Small

Cap

Fund,

the

sub-advisory

fee

retained

Franklin,

and

the

advisory

fee

retained

the

Adviser,

light

of,

among

other

factors,

the

nature

and

extent

responsibilities

retained

and

risks

assumed

the

Adviser

and

not

delegated

assumed

Franklin

Small

Cap

Non-Discretionary

Sub-Adviser.

The

Board

noted

that,

with

respect

non-discretionary

sub-adviser

compensation,

Franklin

and

its

affiliated

non-

discretionary

sub-advisers

utilized

internal

transfer

pricing

arrangements.

The

Board

further

noted

that

the

Adviser,

and

not

the

Fund,

would

pay

each

Franklin

Small

Cap

Non-Discretionary

Sub-Adviser

and

that

each

proposed

non-discretionary

sub-

advisory

fee

was

negotiated

between

Franklin

and

each

Franklin

Non-Discretionary

Sub-Adviser,

with

final

sign-off

the

Adviser

prior

submission

the

Board

for

approval.

Moreover,

the

Board

noted

that

the

Adviser

believes

that

the

fee

agreed

upon

with

each

Franklin

Small

Cap

Non-Discretionary

Sub-Adviser

reasonable

light

the

nature,

quality

and

extent

the

services

provided.

Based

its

review,

the

Board,

including

the

Independent

Trustees,

determined,

with

respect

the

Small

Cap

Fund,

that

the

proposed

non-discretionary

sub-

advisory

fee

for

each

Franklin

Small

Cap

Non-Discretionary

Sub-Adviser

fair

and

reasonable.

•

Fall-Out

and

Other

Benefits

The

Board

also

considered

possible

fall-out

benefits

and

other

types

benefits

that

could

accrue

each

proposed

Franklin

Small

Cap

Non-Discretionary

Sub-Adviser

result

its

relationship

with

the

Trust,

including

greater

exposure

the

marketplace.

The

Board

noted

that

each

Franklin

Small

Cap

Non-Discretionary

Sub-Adviser

could

benefit

indirectly

from

its

relationship

with

the

Small

Cap

Fund,

including

through

the

reputation

being

engaged

the

Adviser

and

Franklin,

and

Franklin

Small

Cap

Non-Discretionary

Sub-Adviser

included

the

Small

Cap

Fund’s

assets

and

performance

record

composites

used,

which

could

contribute

Franklin

Small

Cap

Non-Discretionary

Sub-Adviser’s

ability

obtain

other

clients

for

its

investment

management

services.

The

Board,

including

the

Independent

Trustees,

determined

that

would

continue

review

any

“fall-out”

and

other

benefits

ongoing

basis.

The

Board

discussed

profitability

and

economies

scale

factors

consideration

and

determined

that

they

were

most

relevant

the

context

the

Board’s

consideration

the

Advisory

Agreement

and

the

aggregate

advisory

fee

paid

each

Fund.

Item 8. Changes in and Disagreements with Accountants for Open-End Management Investment Companies.

Not Applicable.

Item 9. Proxy Disclosures for Open-End Management Investment Companies.

Not Applicable.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies

The information is included in Note 4 in the Notes to Financial Statements in the Financial Statements filed under Item 7 of this form.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract

The information is included as part of the Financial Statements filed under Item 7 of this form.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies

Not Applicable.

Item 13. Portfolio Managers of Closed-End Management Investment Companies

Not Applicable.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers

Not Applicable.

Item 15. Submission of Matters to a Vote of Security Holders

There have been no changes to the procedures by which shareholders may recommend nominees to the registrant’s Board of Trustees that would require disclosure herein.

Item 16. Controls and Procedures

(a) Registrant's principal executive officer and principal financial officer have concluded that registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) are effective, based on their evaluation of these controls and procedures as of a date within 90 days of the date this report is filed with the Securities and Exchange Commission.

(b) There were no changes in registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, registrant's internal control over financial reporting.

Item 17. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies

Not Applicable.

Item 18. Recovery of Erroneously Awarded Compensation.

Not Applicable.

Item 19. Exhibit List

(a) Certification for principal executive officer of registrant as required by Rule 30a-2(a) under the Act and certification for principal financial officer of registrant as required by Rule 30a-2(a) under the Act. ex99_cert

(b) Certification for principal executive officer and principal financial officer of registrant as required by Rule 30a-2(b) under the Act. ex99.906_cert

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Venerable Variable Insurance Trust

By: /s/ Michal Levy

Michal Levy

President (Principal Executive Officer), Venerable Variable Insurance Trust

Date: August 27, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Michal Levy

Michal Levy

President (Principal Executive Officer), Venerable Variable Insurance Trust

Date: August 27, 2025

By: /s/ Ross Erickson

Ross Erickson

Treasurer (Principal Financial Officer), Venerable Variable Insurance Trust

Date: August 27, 2025