SecProbe.io

CORRESP
1
filename1.htm

Beau Yanoshik

Partner

+1.202.373.6133

beau.yanoshik@morganlewis.com

April 9, 2024

VIA EDGAR

Eileen Smiley

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

 Re: Venerable Variable Insurance Trust

File Nos. 811-23910 and 333-274984

Dear Ms. Smiley:

On behalf of Venerable
Variable Insurance Trust (the “Trust”) and each series thereof (the “Funds”), set
forth below are the Trust’s responses to the comments provided by the staff of the Division of Investment Management (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) on February 26, 2023, regarding the Trust’s Pre-Effective
Amendment No. 1 to the Registration Statement on Form N-1A (the “Registration Statement”). For your convenience, each
of the Staff’s comments is numbered and presented in bold, italicized text below, and each comment is followed by the Trust’s
response. Capitalized terms used but not defined in this letter shall have the meanings given to them in the Registration Statement.

GENERAL COMMENT

 1. Please provide information regarding the Trust’s officers, trustees and
service providers in a pre-effective amendment that also includes the Trust’s seed financial statements. The Staff requests this
information be provided at least 15 days prior to the date the Trust will seek to go effective.

Response:
The Trust has included the requested information in the updated Registration Statement.

  Morgan, Lewis & Bockius llp

  1111 Pennsylvania Avenue, NW

  Washington, DC 20004
   +1.202.739.3000

  United States
   +1.202.739.3001

PROSPECTUS

FUND SUMMARIES

 2. Each Fund’s fee table includes a footnote describing the Adviser’s
fee waiver and expense reimbursement agreement. Please confirm each agreement will be in place for at least one year from the effective
date of the Registration Statement.

Response:
The Trust confirms that each fee waiver and expense reimbursement agreement will be in place for at least one year from the effective
date of the Registration Statement.

 3. With respect to the “Non-Investment Grade Debt Securities (“High
Yield” or “Junk Bonds”)” risk discussion included for certain Funds, please replace “may be” with
 “are,” as noted below.

Non-Investment
Grade Debt Securities (“High Yield” or “Junk Bonds”). Non-investment grade debt securities involve
higher volatility and higher risk of default than investment grade debt securities. Accordingly, non-investment grade debt securities
may be are considered speculative investments.

Response:
The Trust has made the requested change in the updated Registration Statement.

Venerable Large Cap Index Fund

 4. The third paragraph of the Fund’s Principal Investment Strategy states
 “The Fund generally seeks to replicate the performance of the [       ] Index by giving approximately the same weight to a given stock
as the index does. However, the Fund may at times hold securities not included in the index or may not hold stocks in the same proportions
as the index for a number of reasons…” Please revise this disclosure to reflect whether the Fund intends to replicate the
index, or alternatively, track the performance of the index using sampling technology.

Response:
The Trust has revised the disclosure in the updated Registration Statement to reflect the Fund intends
to employ a replication strategy.

Venerable
Strategic Bond Fund

 5. Please add disclosure to the Principal Investment Strategy stating FT and the
money managers will primarily use the Bloomberg US Aggregate Bond Index to estimate the average duration of the domestic bond market,
as noted in the Trust’s response letter dated January 31, 2024.

Response:
The Trust has added the requested disclosure in the updated Registration Statement.

 6. The fifth paragraph of the Fund’s Principal Investment Strategy states
the Fund may use interest rate swaps, credit default swaps, options and futures contracts. Please confirm these derivatives are principal
strategies of the Fund or, if not, move them to Item 9 or the SAI, as appropriate.

Response:
The Trust confirms these derivatives are principal strategies of the Fund.

    2

ADDITIONAL INFORMATION ABOUT THE
FUNDS

Venerable US Large Cap Core Equity
Fund and Venerable US Large Cap Strategic Equity Fund

 7. In the “Additional
Information about the Funds” section, it states each of the Venerable US Large Cap Core Equity Fund and Venerable
US Large Cap Strategic Equity Fund may invest in master limited partnerships (MLPs) as a non-principal strategy. In the Trust’s
response letter dated January 31, 2024, the Trust confirmed MLPs in which the Funds may invest may be private companies exempt from the
definition of an investment company under 3(c)(1) and 3(c)(7) of the 1940 Act. Please confirm that if acquired fund fees and expenses
are expected to exceed one basis point for either Fund, they will be listed as a separate line item in the applicable Fund’s fee
table.

Response:
The Trust confirms that to the extent acquired fund fees and expenses are expected to exceed one basis point for a Fund, they will be listed
as a separate line item in the applicable Fund’s fee table.

MANAGEMENT

 8. Please confirm all agreements with the sub-advisers and money managers will
be approved in compliance with Section 15 of the 1940 Act.

Response: The Trust confirms that
the agreements with the sub-advisers and money managers will be approved in compliance with Section 15 of the 1940 Act.

STATEMENT OF ADDITIONAL INFORMATION

 9. The “Adviser” section of the SAI states the Adviser is a wholly-owned
subsidiary of Venerable Holdings, Inc. (“Venerable”), and Venerable was created by an investor group led by affiliates of
Apollo Global Management, Inc., Crestview Partners, Reverence Capital Partners and Athene Holdings, Ltd. To the extent applicable, please
include the information required by Item 19(a)(1) of Form N-1A with respect to any person or entity controlling the Adviser.

Response:
The Trust has included information responding to Item 19(a)(1) of Form N-1A in the updated Registration
Statement.

10. Please
disclose the advisory fees payable to each sub-adviser and money manager, as well as the method of calculating such fees, consistent with
Item 19(a)(3) of Form N-1A.

Response:
The Trust notes that it has filed an application with the Commission requesting an order exempting it from Section 15(a) of the 1940
Act and certain disclosure obligations, including disclosure obligations under Item 19(a)(3) of Form N-1A. The Trust is hopeful an
order will be granted prior to the Funds commencing operations and, therefore, has not included the advisory fees payable to each
sub-adviser and money manager.

    3

11. Please
confirm whether the Adviser employs personnel providing advisory services to the Fund or if such personnel is employed by an affiliate
of the Adviser. If personnel is employed by an affiliate of the Adviser, please provide a response to the Staff’s Prior Comment
24 provided on November 15, 2023, with respect to the personnel. In particular:

 · Identify the Affiliate of the Adviser who employs
the personnel.

 · Identify the country of domicile of the Affiliate,
how it is affiliated with the Adviser (i.e., controlling entity, controlled entity, or sister company), whether the Affiliate is a registered
entity with the Commission, and identify the owners of the Affiliate.

 · Please supplementally explain whether the Fund
and the Affiliate have entered into any agreement to provide these services.

 o If so, please explain why such an agreement is
not an advisory contract within the meaning of the Investment Company Act of 1940. Please provide a copy to the staff of any such agreement.

 o In your response, address (regardless of whether
there is an agreement in place): (i) the specific services the Affiliate and its employees will provide the Fund and why those services
do not amount to advisory services provided to the Fund; (ii) the extent to which the Fund will depend on the Affiliate’s personnel
and resources for investment opportunities; (iii) whether the Affiliate’s personnel who provide investment advice with respect to
the Fund will be supervised persons of the Adviser under section 202(a)(25) of the Investment Advisers Act of 1940; (iv) whether and what
fees are paid to the Affiliate and whether they are paid pursuant to an agreement; and (v) whether the Affiliate is considered a fiduciary
with respect to the Fund.

 · Confirm the records created by the personnel required
under the Investment Company Act are records of the Fund and the location where they will be maintained.

Response:
No investment advisory services are provided to the Funds by an affiliate of the Adviser. VIAC Services Company (the
 “Affiliate”) is a U.S. domiciled limited liability company and an affiliate of the Adviser through common ownership by
Venerable Holdings, Inc. The personnel of the Adviser are considered to be personnel of the Affiliate for payroll and
benefits eligibility purposes only and as a function of the overall corporate compensation and personnel management structure of
entities under common ownership by Venerable Holdings, Inc. The Affiliate is not registered with the Commission. There are no
services being provided to the Funds by the Affiliate, there is no agreement in place between the Funds and the Affiliate, and there
are no fees being paid by the Funds to the Affiliate. The Affiliate is not considered a fiduciary with respect to the Funds. The
Adviser confirms that records created by the personnel of the Adviser related to the Funds are records of the Funds and will be
maintained at the office of the Adviser at 1475 Dunwoody Drive, Suite 200, West Chester, PA 19380.

    4

DECLARATION OF TRUST

12.
Please explain in the response letter what Section 9.6 of the Declaration of Trust is intended to cover as compared to Section 9.5.

Response:
Section 9.5 of the Declaration of Trust states that a Covered Person “shall be indemnified by the Trust to the fullest extent permitted
by law against liability and against all expenses reasonably incurred or paid by him in connection with any claim, action, suit or proceeding
in which he becomes involved as a party or otherwise by virtue of his being or having been such a Trustee, director, officer, employee
or agent and against amounts paid or incurred by him in settlement thereof.” Section 9.6 of the Declaration of Trust clarifies that
the Trust may also indemnify a Covered Person in circumstances not associated with a claim, action, suit or proceeding in which the Covered
Person becomes involved as a party or otherwise by virtue of being or having been a Trustee, director, officer, employee or agent and
against amounts paid or incurred by the Covered Person in settlement thereof. In addition, Section 9.6 clarifies that the Trust may also
indemnify persons other than Covered Persons.

* * * * *

If
you have any questions or if you require additional information, please do not hesitate to contact me at (202) 373-6133.

    Sincerely,

    /s/ Beau Yanoshik

    Beau Yanoshik

 cc: Kristina Magolis

    5