Correspondence 0001104659-24-075240 from Venerable Variable Insurance Trust (CIK 0001995745)
Venerable Variable Insurance Trust (CIK 0001995745)
Date: June 26, 2024 · CIK: 0001995745 · Accession: 0001104659-24-075240
AI Filing Summary & Sentiment
File numbers found in text: 333-274984, 811-23910
Referenced dates: May 10, 2024
Letter
VIA EDGAR 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”), this letter responds to comments regarding the Trust’s pre-effective amendment no. 3 to the registration statement on Form N-1A. For your convenience, set forth below are your comments followed by the Trust’s responses.
As discussed previously, please note that the Trust’s investment adviser, Venerable Investment Advisers, LLC, is registered with the Securities and Exchange Commission as of June 14, 2024. In addition, the Trust’s audited seed financial statements have been reissued as of June 1, 2024; however, no substantive changes were made. Finally, the Trust has removed the Venerable US Large Cap Core Equity Fund from the Trust’s registration statement.
1. We note the Trust’s responses in previously filed letters responding to this comment. Because the application with the Securities and Exchange Commission requesting an order exempting the Trust from Section 15(a) of the 1940 Act and certain disclosure obligations, including disclosure obligations under Item 19(a)(3) of Form N-1A, has not yet been granted, please disclose the advisory fees payable to each sub-adviser and money manager, including the method of calculating such fees, consistent with Item 19(a)(3) of Form N-1A.
Response: The Trust has disclosed the requested information.
2. We note the Trust’s responses to comments 6-8 in the response letter dated May 10, 2024. As discussed, please revise various sections of the Trust’s Declaration of Trust to clarify that (i) certain persons will not be indemnified for liability for willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties involved in the conduct of their offices and (ii) certain restrictions do not apply to claims arising under the federal securities laws. Please make
Morgan, Lewis & Bockius LLP
Pennsylvania Avenue, NW
Washington, DC 20004
+1.202.739.3000
United States
+1.202.739.3001
corresponding updates to the Statement of Additional Information and Item 30 of Part C, as applicable.
Response: The Trust has made the requested revisions.
* * * * *
If you have any questions or comments, please do not hesitate to contact me at 202.373.6091.
Sincerely,
/s/ Magda
El Guindi-Rosenbaum
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CORRESP
1
filename1.htm
Magda El
Guindi-Rosenbaum
+1.202.373.6091
mer@morganlewis.com
VIA EDGAR
June 26, 2024
Eileen Smiley, Esq.
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”), this letter responds to comments regarding the Trust’s pre-effective
amendment no. 3 to the registration statement on Form N-1A. For your convenience, set forth below are your comments followed by the Trust’s
responses.
As discussed previously, please note that the
Trust’s investment adviser, Venerable Investment Advisers, LLC, is registered with the Securities and Exchange Commission as of
June 14, 2024. In addition, the Trust’s audited seed financial statements have been reissued as of June 1, 2024; however, no substantive
changes were made. Finally, the Trust has removed the Venerable US Large Cap Core Equity Fund from the Trust’s registration statement.
1. We note the Trust’s responses in previously filed letters responding to this comment. Because
the application with the Securities and Exchange Commission requesting an order exempting the Trust from Section 15(a) of the 1940 Act
and certain disclosure obligations, including disclosure obligations under Item 19(a)(3) of Form N-1A, has not yet been granted, please
disclose the advisory fees payable to each sub-adviser and money manager, including the method of calculating such fees, consistent with
Item 19(a)(3) of Form N-1A.
Response:
The Trust has disclosed the requested information.
2. We note the Trust’s responses to comments 6-8 in the response letter dated May 10, 2024. As
discussed, please revise various sections of the Trust’s Declaration of Trust to clarify that (i) certain persons will not be indemnified
for liability for willful misfeasance, bad faith, gross negligence, or reckless disregard of their duties involved in the conduct of their
offices and (ii) certain restrictions do not apply to claims arising under the federal securities laws. Please make
Morgan,
Lewis & Bockius LLP
1111
Pennsylvania Avenue, NW
Washington,
DC 20004
+1.202.739.3000
United
States
+1.202.739.3001
corresponding updates to the Statement of Additional Information and Item 30 of
Part C, as applicable.
Response:
The Trust has made the requested revisions.
* * * * *
If
you have any questions or comments, please do not hesitate to contact me at 202.373.6091.
Sincerely,
/s/ Magda
El Guindi-Rosenbaum
Magda El Guindi-Rosenbaum
cc:
Kristina Magolis
2