Item 2. Code of Ethics.
The registrant has
adopted a code of ethics that applies to the registrant's principal executive
officer and principal financial officer (“Code”). There have been no material amendments
to, or waivers in connection with, the Code during the period covered by this
Report. The registrant has filed a copy of the Code as an exhibit to its
annual report on this Form N-CSR.
Item 3. Audit Committee
Financial Expert.
Registrant’s board of trustees
has determined that the registrant has at least one audit committee financial
expert serving on its audit committee. Sherilyn Anderson, John Guy, and Julian
Sluyters each have been determined to be an Audit Committee Financial Expert
and is also determined to be “independent” for purposes of Item 3, paragraph
(a)(2)(i) and (ii) of Form N-CSR.
Item 4.
Principal Accountant Fees and Services.
Audit Fees
(a) The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for the audit of the registrant’s
annual financial statements or services that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for those fiscal years were as follows:
2024 $169,000
2025 $645,610
Audit-Related Fees
(b) The aggregate fees billed for each of the last two fiscal years for
assurance and related services by the principal accountant that are reasonably
related to the performance of the audit of the registrant’s financial
statements and are not reported under paragraph (a) of this Item and the nature
of the services comprising those fees were as follows:
Fees Nature of Services
2024 $0
None
2025 $0 None
Tax Fees
(c) The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning and the nature of the services comprising the fees were as
follows:
Fees Nature of Services
2024 $24,500 Tax
compliance services
2025 $137,060 Tax
compliance services
All Other
Fees
(d) The
aggregate fees billed for each of the last two fiscal years for products and
services provided by the principal accountant, other than the services reported
in paragraphs (a) through (c) of this Item and the nature of the services
comprising those fees were as follows:
Fees Nature of Services
2024 $0
2025 $0
(e) (1)
Registrant’s audit committee has adopted the following pre-approval policies
and procedures for certain services provided by registrant’s accountants:
Venerable Variable Insurance Trust
Audit and Non-Audit Services Pre-Approval Policy
Effective Date: November 19, 2024
I. Statement of Purpose.
This Audit and Non-Audit Services Pre-Approval Policy
(“Policy”) has been adopted by the Audit Committee (the “Audit Committee”) of
Venerable Variable Insurance Trust (“VVIT”) to apply to any and all engagements
of the independent auditor with: (1) VVIT, respectively, for audit and
permissible non-audit services and (2) the Funds’ adviser or its control
affiliates (collectively, “Adviser Entities”) for permissible non-audit
services that relate directly to the Funds’ operations or financial reporting
(“fund-related services”).1 The term “Fund” shall collectively
refer to each series of VVIT. The term “Investment Adviser” shall refer to the
Funds’ adviser, Venerable Investment Advisers, LLC (“VIA”). This Policy does
not delegate to management the responsibilities set forth herein for the
pre-approval of services performed by the Funds’ independent auditor.
II. Statement of Principles.
Under the Sarbanes-Oxley Act of 2002 (the “Act”) and rules
adopted by the United States Securities and Exchange Commission (the “SEC”),
the Audit Committee of the Funds’ Board of Trustees (the “Audit Committee”) is
charged with responsibility for the appointment, compensation and oversight of
the work of the independent auditor for the Funds. As part of these
responsibilities, the Audit Committee is required to pre-approve: (1) the audit
services and permissible non-audit services, such as audit-related, tax and
other services (“non-audit services”), to be performed by the independent
auditor for the Funds, and (2) the services to be performed by the independent
auditor for Adviser Entities that relate directly to the operations and
financial reporting of the fund, in each case to assure that the independence
of the auditor is not in any way compromised or impaired with respect to the
Funds. In determining whether an auditor is independent in light of the
services it provides to a Fund or Adviser Entity, there are four guiding
principles under the Act and relevant SEC rules that must be considered. In
general, the independence of the auditor to the Funds could be deemed impaired
if the auditor has a relationship or provides a service that:
(a) Creates a mutual or conflicting
interest between the auditor and the audit client (including the Funds whose
financial statements are being audited, as well as affiliates of the Funds
covered by relevant SEC rules);
(b) Results in the auditor acting
as management or an employee of the audit client;
(c) Places the auditor in the
position of auditing its own work; or
(d) Places the accountant in a
position of being an advocate for the audit client.
Accordingly, it is the Funds’ policy that the independent
auditor for the Funds must not be engaged to perform any service that
contravenes the rules adopted by the SEC governing auditor independence,
including the four guidelines set forth above, or which in any way could be
deemed to impair or compromise the independence of the auditor for the Funds.
This Policy is designed to accomplish those requirements and will henceforth be
applied to all engagements by the Funds of their independent auditor, whether
for audit, audit-related, tax, or other non-audit services, as well as to
engagements of the auditor by Adviser Entities for fund-related services.
Rules adopted by the SEC establish two distinct approaches to
the pre-approval of auditor services by the Audit Committee. The proposed
services either may receive general pre-approval through adoption by the Audit
Committee of pre-approval policies and procedures, provided the policies and
procedures are detailed as to the particular services (e.g., a list of
authorized services for the fund, together with a budget of expected costs for
those services), the Audit Committee is informed of each service and such
policies and procedures do not include delegation of the Audit Committee’s
responsibilities to management (“general pre-approval”), or specific
pre-approval by the Audit Committee of all services provided to the Funds or
fund-related services provided to Adviser Entities on a case-by-case basis
(“specific pre-approval”).
The Funds’ Audit Committee believes that the combination of
these two approaches reflected in this Policy will result in an effective and
efficient procedure for the pre-approval of permissible services performed by
the Funds’ independent auditor. The Funds’ Audit and Non-Audit Pre-Approved
Services Schedule lists the audit, audit-related, tax and other services
(including fund-related services) that have the general pre-approval of the
Audit Committee.2 As set forth in this Policy, unless a particular
service has received general pre-approval, those services will require specific
pre-approval by the Audit Committee before any such services can be provided by
the independent auditor. Any proposed service to the Funds or Adviser Entities
that exceeds the pre-approved budget for those services will also require
specific pre-approval by the appropriate Audit Committee.
In assessing whether a particular audit or non-audit service
should be approved, the Audit Committee will take into account the ratio
between the total amounts paid for audit, audit-related, tax and other
services, based on historical patterns, with a view toward assuring that the
level of fees paid for non-audit services as they relate to the fees paid for
audit services does not compromise or impair the independence of the auditor.
The Audit Committee will review the list of general pre-approved services,
including the pre-approved budget for those services, at least annually and
more frequently if deemed appropriate by the Audit Committee, and may implement
changes thereto from time to time.
III. Delegation.
As provided in the Act and in the SEC’s rules, the Audit
Committee from time to time may delegate either general or specific
pre-approval authority to one or more of its members. Any member to whom such
authority is delegated must report any pre-approval decisions to the Audit
Committee at its next scheduled meeting.
IV. Audit Services.
The annual audit services engagement
terms and fees for the independent auditor for the Funds require specific
pre-approval of the Audit Committee. Audit services include the annual
financial statement audit and other procedures required to be performed by the
independent auditor in order to be able to form an opinion on the financial
statements for the Funds for that year. These other procedures include reviews
of information systems, procedural reviews and testing performed in order to
understand and rely on the Funds’ systems of internal control, and
consultations relating to the audit. Audit services also include the
attestation engagement for the independent auditor’s report on the report from
management on financial reporting internal controls. The Audit Committee will
review the audit services engagement as necessary or appropriate in the sole
judgment of the Audit Committee.
In addition to the pre-approval by the Audit Committee of
the annual engagement of the independent auditor to perform audit services
described above, the Audit Committee may grant general pre-approval to other
audit services, which are those services that only the independent auditor
reasonably can provide. These services are generally related to the issuance
of an audit opinion, and may include statutory audits and services associated
with the Funds’ SEC registration statement on Form N-1A, periodic reports and
documents filed with or information requested by the SEC or other regulatory or
self-regulatory organizations, or other documents issued in connection with the
Funds’ securities offerings.
The audit and non-audited services engagement terms and fees
for the independent auditor for the Funds, as described herein, must be
specifically pre-approved by the Audit Committee or its delegate on an annual
basis. The Audit Committee has pre-approved the services set forth in below.
All other services not listed below must be specifically pre- approved by the
Audit Committee or its delegate.
V. Audit-Related Services.
Audit-related services are assurance and related services
that are reasonably related to the performance of the audit or review of the
financial statements for the Funds, or the separate financial statements for a
series of the Funds that are traditionally performed by the independent
auditor. Because the Audit Committee believes that the provision of
audit-related services does not compromise or impair the independence of the
auditor and is consistent with the SEC’s rules on auditor independence, the
Audit Committee may grant pre-approval to audit related services.
“Audit-related services” include, among others, accounting consultations
related to accounting, financial reporting or disclosure matters not classified
as “audit services;” assistance with understanding and implementing new
accounting and financial reporting or disclosure matters not classified as
“audit services;” assistance with understanding and implementing new accounting
and financial reporting guidance from rulemaking authorities; agreed upon or
expanded audit procedures related to accounting and/or billing records required
to respond to or comply with financial, accounting or regulatory reporting
matters; and assistance with internal reporting requirements, including
reports required to be filed with the SEC pursuant to applicable requirements.
VI. Tax Services.
The Audit Committee believes
that the independent auditor can provide tax services to the Funds, such as tax
compliance, tax planning and tax advice, without impairing the auditor’s
independence and the SEC has stated that the independent auditor may provide
such services. Consequently, the Audit Committee believes that it may grant
general pre-approval to those tax services that have historically been provided
by the auditor, that the Audit Committee has reviewed and believes would not
impair the independence of the auditor, and that are consistent with the SEC’s
rules on auditor independence. However, the Audit Committee will not permit
the retention of the independent auditor to provide tax advice in connection
with any transaction recommended by the independent auditor, the sole business
purpose of which may be tax avoidance and the tax treatment of which may not be
supported by the United States Internal Revenue Code and related regulations or
the applicable tax statutes and regulations that apply to the Funds’
investments outside the United States. The Audit Committee will consult with
the Treasurer of the Funds or outside counsel to determine that the Funds’ tax
planning and reporting positions are consistent with this policy.
All tax services provided by the independent auditor must be
specifically pre-approved by the Audit Committee or its delegate.
VII. All Other Services.
The Audit Committee believes, based on the SEC’s rules
prohibiting the independent auditor from providing specific non-audit services,
that other types of non-audit services are permitted. Accordingly, the Audit
Committee believes that it may grant general pre-approval to those permissible
non-audit services classified as “all other” services that the Audit Committee
believes are routine and recurring services, would not impair or compromise the
independence of the auditor and are consistent with the SEC’s rules on auditor
independence.
A list of the SEC’s prohibited non-audit services are as
follows:
(a) Bookkeeping or other services
relating to the accounting records or financial statements of the Funds
(b) Financial information system
design and implementation
(c) Appraisal or valuation
services, fairness opinions or contribution-in-kind reports
(d) Actuarial services
(e) Internal audit outsourcing
services
(f) Management functions
(g) Human resources services
(h) Broker-dealer, investment
adviser or investment banking services
(i) Legal services unrelated to the
audit
(j) Expert services unrelated to
the audit
The SEC’s rules and relevant official interpretations and
guidance should be consulted to determine the scope of these prohibited
services and the applicability of any exceptions to certain of the
prohibitions. Under no circumstance may an executive, manager or associate of
the Funds, the Investment Adviser or an Adviser Entity authorize the
independent auditor for the Funds to provide prohibited non-audit services.
VIII. De Minimis Waiver.
In accordance with the Act and SEC regulations,
notwithstanding anything in this Policy to the contrary, the pre-approval
requirements of this Policy are waived with respect to the provision of
non-audit services that are permissible for an independent auditor to perform,
provided:
(a) The
aggregate amount of all such services provided constitutes no more than five
percent of the total amount of fees paid by VVIT, as applicable, to the
independent auditor during the fiscal year in which the services were provided;
(b) Such
services were not recognized by the Funds at the time of the engagement to be
non-audit services requiring pre-approval by the Audit Committee or its
delegate; and
(c) Such
services are promptly brought to the attention of the Audit Committee and
approved by the Audit Committee or its delegate prior to the completion of the
audit, pursuant to the pre-approval provisions of this Policy.
With respect to the provision of fund-related services to
Adviser Entities, the aggregate amount of services provided must constitute no
more than five percent of the total amount of fees paid by VVIT, as applicable,
and the relevant Adviser Entities to the independent auditor during the fiscal
year in which the services were provided.
In connection with the approval of any non-audit service
pursuant to this de minimis exception, a record shall be made indicating that
each of the conditions for this exception has been satisfied.
VIII. Pre-Approval Fee Levels or Budgeted Amounts.
Pre-approved fee levels or budgeted amounts for all services
to be provided by the independent auditor will be established annually by the
Audit Committee and shall be subject to periodic subsequent review during the
year if deemed appropriate by the Audit Committee (separate amounts may be
specified for the Funds and for other affiliates in the investment company
complex subject to pre-approval). Any proposed services exceeding these levels
or amounts will require specific pre-approval by the Audit Committee. The
Audit Committee will be mindful of the overall relationship of fees for audit
and non-audit services in determining whether to pre-approve any such
services. For each fiscal year, the Audit Committee may determine the
appropriateness of the ratio between the total amount of fees for audit,
audit-related, and tax services for the Funds (including any audit-related or
tax services fees for affiliates subject to pre-approval), and the total amount
of fees for certain permissible non-audit services classified as “all other
services” for the Funds (including any such services for affiliates subject to
pre-approval by the Audit Committee or its delegate).
IX. Procedures.
All requests or applications for services to be provided by
the independent auditor that do not require specific pre-approval by the Audit
Committee will be submitted to the “VVIT Clearance Committee” (the “Clearance
Committee”) (which shall be comprised of not less than three members, including
the Treasurer of the Funds who shall serve as its Chairperson) and must include
a detailed description of the services to be rendered and the estimated costs
of those services. The Clearance Committee will determine whether such
services are included within the list of services that have received general
pre-approval by the Audit Committee. The Audit Committee will be informed not
less frequently than quarterly by the Chairperson of the Clearance Committee of
any such services rendered by the independent auditor for the Funds and the
fees paid to the independent auditors for such services.
Requests or applications to provide services that require
specific pre-approval by the Audit Committee will be submitted to the Audit
Committee by both the independent auditor and the Clearance Committee and must
include a joint certification by the engagement partner of the independent auditor
and the Chairperson of the Clearance Committee that, in their view, the request
or application does not involve a prohibited non-audit service and is
consistent with the SEC’s rules governing auditor independence.
VIA’s or its affiliates’ associates and the officers of VVIT
will report to the Chairman of the Audit Committee any breach of this Policy
that comes to the attention of the Internal Audit Department or an officer of
VVIT.
X. Additional Requirements.
The Audit Committee has determined to take additional
measures on an annual basis to meet its responsibility to oversee the work
performed by the independent auditor and to assure the independent auditor’s
continuing independence from the Funds and their affiliates. Such efforts will
include, but not be limited to, reviewing a written annual statement from the
independent auditor delineating all relationships between the independent
auditor and VVIT, VIA and their subsidiaries and affiliates (including persons
in financial reporting oversight roles) that may reasonably be thought to bear
on the auditor’s independence, consistent with Public Company Accounting
Oversight Board Rule 3526, and discussing with the independent auditor its
methods and procedures for ensuring its independence.
Footnotes
1 Adviser Entities include the Funds’ investment adviser
(but not a sub-adviser whose role is primarily portfolio management and whose
activities are overseen by the principal investment adviser), and any entity
controlling, controlled by, or under common control with the investment adviser
that provides ongoing services to the Funds.
2 As noted below, the annual audit services engagement terms
and fees for the independent auditor for the Funds require specific
pre-approval of the Audit Committee.
(e) (2) There were no services described in each of
paragraphs (b) through (d) of this Item that were approved by the audit
committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not
applicable, as the percentage of hours expended on the principal accountant’s
engagement to audit the registrant’s financial statements for the most recent
fiscal year that were attributed to work performed by persons other than the
principal accountant’s full-time, permanent employees was less than 50%.
(g) The
aggregate non-audit fees billed by registrant’s accountant for services
rendered to the registrant, and rendered to the registrant’s investment adviser
(not including any sub-adviser whose role is primarily portfolio management and
is subcontracted with or overseen by another investment adviser), and any
entity controlling, controlled by, or under common control with the adviser
that provides ongoing services to the registrant for each of the last two
fiscal years were as follows:
2024 $24,500
2025 $241,811
(h) Not
applicable.
(i) Not applicable.
(j) Not applicable,
as the registrant is not a foreign issuer.
Item 5. Audit Committee of
Listed Registrants.
Not Applicable.
Item 6. Schedules of
Investments
(a) The registrant’s
Schedules of Investments are included as part of the Financial Statements filed
under Item 7 of this form.
(b) Not Applicable.
Item
7. Financial Statements and Financial Highlights for Open-End Management
Investment Companies
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) Code of Ethics required to be disclosed under Item
2 of Form N-CSR attached hereto as codeofethics
(b)
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
(c)
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 and
Chief Executive Officer (Principal Executive Officer), Venerable Variable
Insurance Trust
Date: February 26, 2026
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 and
Chief Executive Officer (Principal Executive Officer), Venerable Variable
Insurance Trust
Date: February 26, 2026
By: /s/ Ross Erickson
Ross Erickson
Treasurer
(Principal Financial Officer), Venerable Variable Insurance Trust
Date: February 26, 2026