UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-08979

Victory Variable Insurance Funds

(Exact name of registrant as specified in charter)

4900 Tiedeman Road, 4^th Floor, Brooklyn, Ohio 44144

(Address of principal executive offices) (Zip code)

Citi Fund Services Ohio, Inc., 4400 Easton Commons Suite 200, Columbus, Ohio 43219

(Name and address of agent for service)

Registrant’s telephone number, including area code: (800) 539 3863

Date of fiscal year end: December 31

Date of reporting period: June 30, 2024

Item 1. Reports to Stockholders.

(a)

Victory 500 Index VIP Series

Class I

Semi-annual shareholder report — June 30, 2024

The semi-annual shareholder report contains important information about Victory 500 Index VIP Series (the "Fund") for the period of January 1, 2024 to June 30, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at vcm.com. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 Investment	Costs paid as a percentage of a $10,000 Investment
Class I	$15	0.28%

FUND STATISTICS

($ amounts in 000s)

Net Assets	$94,579
Number of Holdings	512
Portfolio Turnover	1%

An image of a QR code that, when scanned, navigates the user to the following URL: https://advisor.vcm.com/literature/mutual-fund-prospectuses

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Value	Value
Materials	2.1%
Utilities	2.2%
Energy	3.7%
Consumer Staples	5.7%
Industrials	8.2%
Communication Services	9.4%
Consumer Discretionary	9.7%
Health Care	11.6%
Financials	12.2%
Information Technology	32.6%

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)

Microsoft Corp.	7.0%
Apple, Inc.	6.9%
NVIDIA Corp.	6.2%
Amazon.com, Inc.	3.8%
Meta Platforms, Inc., Class A	2.3%
Alphabet, Inc., Class A	2.3%
Alphabet, Inc., Class C	2.0%
Eli Lilly & Co.	1.6%
Broadcom, Inc.	1.6%
JPMorgan Chase & Co.	1.2%

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com including:

Full Financial Statements

Prospectus

Fund Holdings

Proxy Voting

VVIF-RS-SPVIP — SAR (6/24)

Victory High Yield VIP Series

Class I

Semi-annual shareholder report — June 30, 2024

The semi-annual shareholder report contains important information about Victory High Yield VIP Series (the "Fund") for the period of January 1, 2024 to June 30, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at vcm.com. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 Investment	Costs paid as a percentage of a $10,000 Investment
Class I	$45	0.89%

FUND STATISTICS

($ amounts in 000s)

Net Assets	$20,028
Number of Holdings	113
Portfolio Turnover	32%

Asset Allocation^{Footnote Reference*} (% of Net Assets)

Value	Value
Corporate Bonds	61.8%
Senior Secured Loans	17.6%
Yankee Dollars	15.6%

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com including:

Full Financial Statements

Prospectus

Fund Holdings

Proxy Voting

VVIF-RS-HYVIP — SAR (6/24)

Victory RS International VIP Series

Class I

Semi-annual shareholder report — June 30, 2024

The semi-annual shareholder report contains important information about Victory RS International VIP Series (the "Fund") for the period of January 1, 2024 to June 30, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at vcm.com. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 Investment	Costs paid as a percentage of a $10,000 Investment
Class I	$48	0.93%

FUND STATISTICS

($ amounts in 000s)

Net Assets	$114,674
Number of Holdings	81
Portfolio Turnover	9%

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Value	Value
Utilities	2.7%
Communication Services	3.5%
Energy	4.0%
Materials	6.7%
Consumer Staples	9.3%
Information Technology	10.0%
Consumer Discretionary	11.1%
Health Care	13.6%
Industrials	15.3%
Financials	18.8%

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)

Novo Nordisk A/S, Class B	4.3%
Novartis AG, Registered Shares	2.7%
Roche Holding AG	2.5%
Nestle SA, Registered Shares	2.5%
Toyota Motor Corp.	2.3%
SAP SE	2.3%
Shell PLC	2.2%
Banco Bilbao Vizcaya Argentaria SA	2.1%
L'Oreal SA	2.1%
BHP Group Ltd.	2.1%

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com including:

Full Financial Statements

Prospectus

Fund Holdings

Proxy Voting

VVIF-RS-IVIP — SAR (6/24)

Victory RS Large Cap Alpha VIP Series

Class I

Semi-annual shareholder report — June 30, 2024

The semi-annual shareholder report contains important information about Victory RS Large Cap Alpha VIP Series (the "Fund") for the period of January 1, 2024 to June 30, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at vcm.com. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 Investment	Costs paid as a percentage of a $10,000 Investment
Class I	$29	0.55%

FUND STATISTICS

($ amounts in 000s)

Net Assets	$815,159
Number of Holdings	51
Portfolio Turnover	10%

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Value	Value
Consumer Discretionary	2.9%
Materials	3.0%
Utilities	3.2%
Communication Services	7.2%
Consumer Staples	7.4%
Energy	8.0%
Information Technology	10.9%
Industrials	15.5%
Health Care	17.1%
Financials	20.4%

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)

Alphabet, Inc., Class A	3.5%
Citigroup, Inc.	3.5%
The Goldman Sachs Group, Inc.	3.3%
Keurig Dr Pepper, Inc.	3.1%
Fairfax Financial Holdings Ltd.	3.1%
Merck & Co., Inc.	2.9%
The Progressive Corp.	2.8%
JPMorgan Chase & Co.	2.7%
The Cigna Group	2.6%
TKO Group Holdings, Inc.	2.5%

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com including:

Full Financial Statements

Prospectus

Fund Holdings

Proxy Voting

VVIF-RS-LCAVIP — SAR (6/24)

Victory RS Small Cap Growth Equity VIP Series

Class I

Semi-annual shareholder report — June 30, 2024

The semi-annual shareholder report contains important information about Victory RS Small Cap Growth Equity VIP Series (the "Fund") for the period of January 1, 2024 to June 30, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at vcm.com. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 Investment	Costs paid as a percentage of a $10,000 Investment
Class I	$45	0.88%

FUND STATISTICS

($ amounts in 000s)

Net Assets	$71,110
Number of Holdings	109
Portfolio Turnover	61%

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Value	Value
Materials	2.1%
Consumer Staples	2.9%
Energy	3.9%
Financials	8.8%
Consumer Discretionary	12.0%
Industrials	21.6%
Information Technology	22.4%
Health Care	23.0%

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)

Fabrinet	2.0%
Skyline Champion Corp.	1.9%
American Eagle Outfitters, Inc.	1.9%
Applied Industrial Technologies, Inc.	1.8%
Moog, Inc., Class A	1.8%
Varonis Systems, Inc.	1.8%
The AZEK Co., Inc.	1.7%
Under Armour, Inc., Class C	1.7%
Chart Industries, Inc.	1.5%
FirstCash Holdings, Inc.	1.4%

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com including:

Full Financial Statements

Prospectus

Fund Holdings

Proxy Voting

VVIF-RS-SCGEVIP — SAR (6/24)

Victory Sophus Emerging Markets VIP Series

Class I

Semi-annual shareholder report — June 30, 2024

The semi-annual shareholder report contains important information about Victory Sophus Emerging Markets VIP Series (the "Fund") for the period of January 1, 2024 to June 30, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at vcm.com. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us.

What were the Fund's costs for the last six months?

(based on a hypothetical $10,000 investment)

Class Name	Costs of a $10,000 Investment	Costs paid as a percentage of a $10,000 Investment
Class I	$71	1.35%

FUND STATISTICS

($ amounts in 000s)

Net Assets	$25,926
Number of Holdings	121
Portfolio Turnover	37%

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Value	Value
Consumer Staples	2.8%
Utilities	3.1%
Energy	3.7%
Health Care	3.9%
Materials	6.8%
Communication Services	8.3%
Industrials	9.8%
Consumer Discretionary	15.6%
Financials	19.7%
Information Technology	23.2%

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)

Taiwan Semiconductor Manufacturing Co. Ltd.	10.1%
Tencent Holdings Ltd.	5.4%
Samsung Electronics Co. Ltd.	5.2%
ICICI Bank Ltd., ADR	2.7%
PDD Holdings, Inc., ADR	2.0%
SK Hynix, Inc.	1.8%
Industrial & Commercial Bank of China Ltd., Class H	1.8%
Mahindra & Mahindra Ltd.	1.6%
Power Grid Corp. of India Ltd.	1.4%
Meituan, Class W	1.4%

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com including:

Full Financial Statements

Prospectus

Fund Holdings

Proxy Voting

VVIF-RS-SEMVIP — SAR (6/24)

(b) Not applicable.

Item 2. Code of Ethics.

Not applicable— only for annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable— only for annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable— only for annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable.

(b) Not applicable.

Item 7. Financial Statements and Financial Highlights for Open-End Management Investment Companies.

(a)

June

30,

2024

Semi-Annual

Report:

Full

Financials

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

vcm.com

News,

Information

And

Education

Hours

Day,

Days

Week

The

Victory

Capital

website

gives

fund

shareholders,

prospective

shareholders,

and

investment

professionals

convenient

way

access

fund

information,

get

guidance,

and

track

fund

performance

anywhere

they

can

access

the

Internet.

The

site

includes:

Detailed

performance

records

Daily

prices

The

latest

fund

news

Investment

resources

help

you

become

better

investor

section

dedicated

investment

professionals

Whether

you’re

potential

investor

searching

for

the

fund

that

matches

your

investment

philosophy,

seasoned

investor

interest-

planning

tools,

investment

professional,

vcm.com

has

what

you

seek.

Visit

anytime.

We’re

always

open.

TABLE

CONTENTS

Victory

Variable

Insurance

Funds

Schedule

Portfolio

Investments

Financial

Statements

Statement

Assets

and

Liabilities

Statement

Operations

Statements

Changes

Net

Assets

Financial

Highlights

Notes

Financial

Statements

Supplemental

Information

Proxy

Voting

and

Portfolio

Holdings

Information

Schedule

Portfolio

Investments

June

30,

2024

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

(Unaudited)

See

notes

financial

statements.

Security

Description

Value

Common

Stocks

(99.4%)

Communication

Services

(9.4%):

Alphabet,

Inc.

Class

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

10,543

1,933,797

Alphabet,

Inc.

Class

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

11,805

2,150,281

AT&T,

Inc.

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

14,434

275,834

Charter

Communications,

Inc.

Class

(a)

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

196

58,596

Comcast

Corp.

Class

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

7,832

306,701

Electronic

Arts,

Inc.

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

485

67,575

Fox

Corp.

Class

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

462

15,879

Fox

Corp.

Class

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

266

8,517

Liberty

Media

Corp.-Liberty

Formula

One

(a)

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

409

29,382

Liberty

Media

Corp.-Liberty

Formula

One

(a)

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

2,890

Live

Nation

Entertainment,

Inc.

(a)

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

309

28,966

Meta

Platforms,

Inc.

Class

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

4,408

2,222,602

Netflix,

Inc.

(a)

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

861

581,072

Omnicom

Group,

Inc.

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

390

34,983

Pinterest,

Inc.

Class

(a)

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

1,189

52,399

ROBLOX

Corp.

Class

(a)

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

1,005

37,396

Snap,

Inc.

Class

(a)

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

2,083

34,599

Take-Two

Interactive

Software,

Inc.

(a)

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

318

49,446

The

Interpublic

Group

Cos.,

Inc.

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

758

22,050

The

Trade

Desk,

Inc.

Class

(a)

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

890

86,926

The

Walt

Disney

Co.

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

3,672

364,593

T-Mobile

US,

Inc.

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

872

153,629

Verizon

Communications,

Inc.

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

8,479

349,674

Warner

Bros

Discovery,

Inc.

(a)

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

4,469

33,249

8,901,036

Communications

Equipment

(0.7%):

Arista

Networks,

Inc.

(a)

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

517

181,198

Cisco

Systems,

Inc.

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

8,101

384,878

Motorola

Solutions,

Inc.

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

335

129,327

695,403

Consumer

Discretionary

(9.7%):

Airbnb,

Inc.

Class

(a)

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

844

127,976

Amazon.com,

Inc.

(a)

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

18,661

3,606,238

Aptiv

PLC

(a)

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

545

38,379

AutoZone,

Inc.

(a)

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

100,779

Best

Buy

Co.,

Inc.

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

396

33,379

Booking

Holdings,

Inc.

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

269,382

Carnival

Corp.

(a)

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

2,011

37,646

Chipotle

Mexican

Grill,

Inc.

(a)

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

2,750

172,287

D.R.

Horton,

Inc.

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

584

82,303

Darden

Restaurants,

Inc.

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

240

36,317

Deckers

Outdoor

Corp.

(a)

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

49,365

Domino's

Pizza,

Inc.

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

36,143

DoorDash,

Inc.

Class

(a)

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

611

66,465

DraftKings,

Inc.

(a)

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

937

35,765

eBay,

Inc.

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

1,008

54,150

Expedia

Group,

Inc.

(a)

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

254

32,001

Ford

Motor

Co.

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

7,883

98,853

Garmin

Ltd.

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

311

50,668

General

Motors

Co.

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

2,294

106,579

Genuine

Parts

Co.

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

280

38,730

Hilton

Worldwide

Holdings,

Inc.

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

534

116,519

Las

Vegas

Sands

Corp.

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

799

35,356

Lennar

Corp.

Class

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

482

72,237

Lennar

Corp.

Class

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

2,649

Lowe's

Cos.,

Inc.

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

1,147

252,868

Lululemon

Athletica,

Inc.

(a)

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

221

66,013

Marriott

International,

Inc.

Class

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

481

116,291

McDonald's

Corp.

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

1,452

370,028

MGM

Resorts

International

(a)

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

496

22,042

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

NIKE,

Inc.

Class

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

2,359

177,798

NVR,

Inc.

(a)

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

45,531

O'Reilly

Automotive,

Inc.

(a)

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

118

124,615

Pool

Corp.

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

23,050

PulteGroup,

Inc.

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

421

46,352

Ross

Stores,

Inc.

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

659

95,766

Royal

Caribbean

Cruises

Ltd.

(a)

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

477

76,048

Starbucks

Corp.

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

2,236

174,073

Tesla,

Inc.

(a)

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

5,592

1,106,545

The

Home

Depot,

Inc.

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

1,997

687,447

The

TJX

Cos.,

Inc.

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

2,275

250,477

Tractor

Supply

Co.

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

217

58,590

Ulta

Beauty,

Inc.

(a)

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

37,044

Williams-Sonoma,

Inc.

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

124

35,014

Yum!

Brands,

Inc.

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

567

75,105

9,140,863

Consumer

Staples

(5.7%):

Albertsons

Cos.,

Inc.

Class

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

674

13,312

Altria

Group,

Inc.

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

3,457

157,466

Archer-Daniels-Midland

Co.

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

990

59,845

Brown-Forman

Corp.

Class

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

596

25,741

Brown-Forman

Corp.

Class

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

4,325

Campbell

Soup

Co.

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

397

17,940

Celsius

Holdings,

Inc.

(a)

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

314

17,926

Church

Dwight

Co.,

Inc.

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

492

51,011

Colgate-Palmolive

Co.

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

1,652

160,310

Conagra

Brands,

Inc.

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

959

27,255

Constellation

Brands,

Inc.

Class

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

308

79,242

Costco

Wholesale

Corp.

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

891

757,341

Dollar

General

Corp.

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

442

58,446

Dollar

Tree,

Inc.

(a)

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

433

46,231

General

Mills,

Inc.

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

1,134

71,737

Hormel

Foods

Corp.

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

585

17,837

Kellanova

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

579

33,397

Kenvue,

Inc.

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

3,856

70,102

Keurig

Pepper,

Inc.

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

2,125

70,975

Kimberly-Clark

Corp.

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

677

93,561

Lamb

Weston

Holdings,

Inc.

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

285

23,963

McCormick

Co.,

Inc.

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

533

37,811

Mondelez

International,

Inc.

Class

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

2,694

176,295

Monster

Beverage

Corp.

(a)

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

1,527

76,274

PepsiCo,

Inc.

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

2,761

455,372

Philip

Morris

International,

Inc.

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

3,128

316,960

Sysco

Corp.

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

1,002

71,533

Target

Corp.

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

930

137,677

The

Clorox

Co.

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

250

34,118

The

Coca-Cola

Co.

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

8,615

548,345

The

Estee

Lauder

Cos.,

Inc.

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

468

49,795

The

Hershey

Co.

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

297

54,598

The

J.M.

Smucker

Co.

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

209

22,789

The

Kraft

Heinz

Co.

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

2,438

78,552

The

Kroger

Co.

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

1,455

72,648

The

Procter

Gamble

Co.

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

4,754

784,030

Tyson

Foods,

Inc.

Class

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

562

32,113

Walgreens

Boots

Alliance,

Inc.

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

1,434

17,344

Walmart,

Inc.

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

8,731

591,176

5,415,393

Electronic

Equipment,

Instruments

Components

(0.6%):

Amphenol

Corp.

Class

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

2,408

162,227

CDW

Corp.

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

270

60,437

Corning,

Inc.

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

1,559

60,567

Jabil,

Inc.

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

234

25,457

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Keysight

Technologies,

Inc.

(a)

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

349

47,725

Connectivity

Ltd.

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

616

92,665

Teledyne

Technologies,

Inc.

(a)

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

36,470

Trimble,

Inc.

(a)

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

490

27,401

Zebra

Technologies

Corp.

(a)

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

103

31,820

544,769

Energy

(3.7%):

Baker

Hughes

Co.

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

2,009

70,657

Cheniere

Energy,

Inc.

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

456

79,723

Chevron

Corp.

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

3,713

580,787

ConocoPhillips

Co.

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

2,345

268,221

Coterra

Energy,

Inc.

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

1,473

39,285

Devon

Energy

Corp.

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

1,264

59,914

Diamondback

Energy,

Inc.

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

358

71,668

EOG

Resources,

Inc.

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

1,155

145,380

EQT

Corp.

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

834

30,841

Exxon

Mobil

Corp.

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

9,028

1,039,303

Halliburton

Co.

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

1,777

60,027

Hess

Corp.

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

562

82,906

Kinder

Morgan,

Inc.

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

3,900

77,493

Marathon

Oil

Corp.

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

1,132

32,454

Marathon

Petroleum

Corp.

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

708

122,824

Occidental

Petroleum

Corp.

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

1,782

112,319

ONEOK,

Inc.

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

1,174

95,740

Phillips

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

852

120,277

Schlumberger

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

2,875

135,643

Targa

Resources

Corp.

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

439

56,534

Texas

Pacific

Land

Corp.

(b)

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

33,776

The

Williams

Cos.,

Inc.

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

2,447

103,998

Valero

Energy

Corp.

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

656

102,835

3,522,605

Financials

(12.2%):

Aflac,

Inc.

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

1,031

92,079

American

Express

Co.

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

1,448

335,284

American

International

Group,

Inc.

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

1,334

99,036

Ameriprise

Financial,

Inc.

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

200

85,438

Aon

PLC

Class

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

433

127,120

Apollo

Global

Management,

Inc.

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

815

96,227

Arch

Capital

Group

Ltd.

(a)

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

731

73,750

Ares

Management

Corp.

Class

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

337

44,915

Arthur

Gallagher

Co.

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

435

112,800

Bank

America

Corp.

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

15,734

625,741

Berkshire

Hathaway,

Inc.

Class

(a)

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

2,632

1,070,698

BlackRock,

Inc.

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

296

233,047

Blackstone,

Inc.

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

1,425

176,415

Block,

Inc.

(a)

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

1,102

71,068

Brown

Brown,

Inc.

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

474

42,380

Capital

One

Financial

Corp.

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

759

105,083

Cboe

Global

Markets,

Inc.

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

211

35,883

Chubb

Ltd.

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

814

207,635

Cincinnati

Financial

Corp.

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

310

36,611

Citigroup,

Inc.

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

3,832

243,179

Citizens

Financial

Group,

Inc.

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

910

32,787

CME

Group,

Inc.

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

723

142,142

Coinbase

Global,

Inc.

Class

(a)

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

379

84,225

Corebridge

Financial,

Inc.

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

443

12,900

Discover

Financial

Services

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

502

65,667

Everest

Group

Ltd.

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

25,528

FactSet

Research

Systems,

Inc.

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

31,437

Fidelity

National

Information

Services,

Inc.

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

1,120

84,403

Fifth

Third

Bancorp

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

1,370

49,991

First

Citizens

Bancshares,

Inc.

Class

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

35,356

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Fiserv,

Inc.

(a)

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

1,170

174,377

Franklin

Resources,

Inc.

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

511

11,421

Global

Payments,

Inc.

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

510

49,317

Huntington

Bancshares,

Inc.

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

2,883

37,998

Intercontinental

Exchange,

Inc.

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

1,146

156,876

Jack

Henry

Associates,

Inc.

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

146

24,239

JPMorgan

Chase

Co.

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

5,765

1,166,029

KKR

Co.,

Inc.

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

1,353

142,390

Loews

Corp.

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

369

27,579

LPL

Financial

Holdings,

Inc.

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

149

41,616

M&T

Bank

Corp.

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

334

50,554

Markel

Group,

Inc.

(a)

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

40,967

Marsh

McLennan

Cos.,

Inc.

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

994

209,456

Mastercard,

Inc.

Class

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

1,667

735,414

MetLife,

Inc.

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

1,198

84,088

Moody's

Corp.

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

367

154,481

Morgan

Stanley

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

2,506

243,558

MSCI,

Inc.

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

154

74,189

Nasdaq,

Inc.

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

747

45,014

Northern

Trust

Corp.

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

406

34,096

PayPal

Holdings,

Inc.

(a)

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

2,101

121,921

Principal

Financial

Group,

Inc.

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

469

36,793

Prudential

Financial,

Inc.

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

722

84,611

Raymond

James

Financial,

Inc.

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

376

46,477

Regions

Financial

Corp.

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

1,840

36,874

S&P

Global,

Inc.

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

630

280,980

State

Street

Corp.

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

604

44,696

Synchrony

Financial

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

804

37,941

Rowe

Price

Group,

Inc.

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

440

50,736

The

Allstate

Corp.

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

529

84,460

The

Bank

New

York

Mellon

Corp.

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

1,503

90,015

The

Charles

Schwab

Corp.

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

3,372

248,483

The

Goldman

Sachs

Group,

Inc.

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

647

292,651

The

Hartford

Financial

Services

Group,

Inc.

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

594

59,721

The

PNC

Financial

Services

Group,

Inc.

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

799

124,228

The

Progressive

Corp.

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

1,177

244,475

The

Travelers

Cos.,

Inc.

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

460

93,536

Truist

Financial

Corp.

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

2,688

104,429

U.S.

Bancorp

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

3,138

124,579

Visa,

Inc.

Class

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

3,164

830,455

W.R.

Berkley

Corp.

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

405

31,825

Wells

Fargo

Co.

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

7,016

416,680

Willis

Towers

Watson

PLC

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

205

53,739

11,522,789

Health

Care

(11.6%):

Abbott

Laboratories

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

3,481

361,711

AbbVie,

Inc.

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

3,555

609,754

Agilent

Technologies,

Inc.

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

586

75,963

Align

Technology,

Inc.

(a)

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

142

34,283

Alnylam

Pharmaceuticals,

Inc.

(a)

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

253

61,479

Amgen,

Inc.

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

1,079

337,134

Avantor,

Inc.

(a)

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

1,334

28,281

Baxter

International,

Inc.

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

1,022

34,186

Becton

Dickinson

Co.

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

582

136,019

Biogen,

Inc.

(a)

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

291

67,460

BioMarin

Pharmaceutical,

Inc.

(a)

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

375

30,874

Boston

Scientific

Corp.

(a)

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

2,950

227,180

Bristol-Myers

Squibb

Co.

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

4,082

169,525

Cardinal

Health,

Inc.

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

488

47,980

Cencora,

Inc.

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

351

79,080

Centene

Corp.

(a)

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

1,064

70,543

CVS

Health

Corp.

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

2,526

149,186

Danaher

Corp.

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

1,361

340,046

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Dexcom,

Inc.

(a)

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

789

89,457

Edwards

Lifesciences

Corp.

(a)

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

1,195

110,382

Elevance

Health,

Inc.

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

466

252,507

Eli

Lilly

Co.

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

1,713

1,550,916

HealthCare

Technologies,

Inc.

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

855

66,622

Gilead

Sciences,

Inc.

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

2,509

172,143

GRAIL,

Inc.

(a)

(b)

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

817

HCA

Healthcare,

Inc.

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

382

122,729

Hologic,

Inc.

(a)

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

464

34,452

Humana,

Inc.

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

242

90,423

IDEXX

Laboratories,

Inc.

(a)

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

165

80,388

Illumina,

Inc.

(a)

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

319

33,297

Incyte

Corp.

(a)

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

445

26,976

Insulet

Corp.

(a)

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

140

28,252

Intuitive

Surgical,

Inc.

(a)

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

710

315,844

IQVIA

Holdings,

Inc.

(a)

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

364

76,964

Johnson

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

4,843

707,853

Labcorp

Holdings,

Inc.

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

169

34,393

McKesson

Corp.

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

261

152,434

Medtronic

PLC

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

2,641

207,873

Merck

Co.,

Inc.

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

5,099

631,256

Mettler-Toledo

International,

Inc.

(a)

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

58,699

Moderna,

Inc.

(a)

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

679

80,631

Molina

Healthcare,

Inc.

(a)

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

117

34,784

Pfizer,

Inc.

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

11,416

319,420

Quest

Diagnostics,

Inc.

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

223

30,524

Regeneron

Pharmaceuticals,

Inc.

(a)

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

214

224,920

ResMed,

Inc.

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

294

56,278

Revvity,

Inc.

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

248

26,005

Royalty

Pharma

PLC

Class

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

774

20,410

STERIS

PLC

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

199

43,688

Stryker

Corp.

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

720

244,980

The

Cigna

Group

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

562

185,780

The

Cooper

Cos.,

Inc.

(a)

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

399

34,833

Thermo

Fisher

Scientific,

Inc.

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

768

424,704

UnitedHealth

Group,

Inc.

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

1,851

942,640

Veeva

Systems,

Inc.

Class

(a)

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

297

54,354

Vertex

Pharmaceuticals,

Inc.

(a)

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

519

243,266

Viatris,

Inc.

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

2,392

25,427

Waters

Corp.

(a)

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

119

34,524

West

Pharmaceutical

Services,

Inc.

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

146

48,091

Zimmer

Biomet

Holdings,

Inc.

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

414

44,931

Zoetis,

Inc.

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

919

159,318

10,984,869

Industrials

(8.2%):

Co.

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

1,114

113,840

AMETEK,

Inc.

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

464

77,353

Automatic

Data

Processing,

Inc.

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

824

196,681

Axon

Enterprise,

Inc.

(a)

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

144

42,371

Booz

Allen

Hamilton

Holding

Corp.

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

256

39,398

Broadridge

Financial

Solutions,

Inc.

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

237

46,689

Builders

FirstSource,

Inc.

(a)

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

241

33,357

Carlisle

Cos.,

Inc.

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

38,495

Carrier

Global

Corp.

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

1,695

106,921

Caterpillar,

Inc.

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

984

327,770

Cintas

Corp.

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

174

121,845

Copart,

Inc.

(a)

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

1,762

95,430

CSX

Corp.

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

3,934

131,592

Cummins,

Inc.

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

271

75,048

Deere

Co.

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

515

192,419

Delta

Air

Lines,

Inc.

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

1,296

61,482

Dover

Corp.

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

276

49,804

Eaton

Corp.

PLC

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

804

252,094

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

EMCOR

Group,

Inc.

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

33,952

Emerson

Electric

Co.

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

1,148

126,464

Equifax,

Inc.

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

248

60,130

Expeditors

International

Washington,

Inc.

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

283

35,316

Fastenal

Co.

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

1,152

72,392

FedEx

Corp.

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

452

135,528

Fortive

Corp.

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

707

52,389

Vernova,

Inc.

(a)

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

550

94,330

General

Dynamics

Corp.

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

549

159,287

General

Electric

Co.

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

2,197

349,257

Graco,

Inc.

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

337

26,717

HEICO

Corp.

Class

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

153

27,161

HEICO

Corp.

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

19,007

Honeywell

International,

Inc.

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

1,311

279,951

Howmet

Aerospace,

Inc.

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

824

63,967

Hubbell,

Inc.

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

108

39,472

IDEX

Corp.

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

152

30,582

Illinois

Tool

Works,

Inc.

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

599

141,939

Ingersoll

Rand,

Inc.

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

811

73,671

J.B.

Hunt

Transport

Services,

Inc.

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

166

26,560

Jacobs

Solutions,

Inc.

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

249

34,788

Johnson

Controls

International

PLC

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

1,353

89,934

L3Harris

Technologies,

Inc.

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

381

85,565

Leidos

Holdings,

Inc.

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

269

39,242

Lennox

International,

Inc.

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

34,239

Lockheed

Martin

Corp.

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

483

225,609

Nordson

Corp.

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

104

24,122

Norfolk

Southern

Corp.

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

455

97,684

Northrop

Grumman

Corp.

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

297

129,477

Old

Dominion

Freight

Line,

Inc.

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

379

66,931

Otis

Worldwide

Corp.

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

814

78,356

PACCAR,

Inc.

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

1,037

106,749

Parker-Hannifin

Corp.

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

258

130,499

Paychex,

Inc.

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

648

76,827

Quanta

Services,

Inc.

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

291

73,940

Republic

Services,

Inc.

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

413

80,262

Rockwell

Automation,

Inc.

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

229

63,039

Rollins,

Inc.

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

584

28,493

RTX

Corp.

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

2,677

268,744

Snap-on,

Inc.

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

104

27,185

Southwest

Airlines

Co.

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

1,201

34,361

SS&C

Technologies

Holdings,

Inc.

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

433

27,136

Stanley

Black

Decker,

Inc.

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

309

24,686

Textron,

Inc.

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

382

32,799

The

Boeing

Co.

(a)

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

1,235

224,782

Trane

Technologies

PLC

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

455

149,663

TransDigm

Group,

Inc.

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

110

140,537

TransUnion

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

390

28,922

Uber

Technologies,

Inc.

(a)

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

4,046

294,063

Union

Pacific

Corp.

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

1,226

277,395

United

Airlines

Holdings,

Inc.

(a)

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

659

32,067

United

Parcel

Service,

Inc.

Class

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

1,470

201,169

United

Rentals,

Inc.

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

134

86,662

Veralto

Corp.

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

477

45,539

Verisk

Analytics,

Inc.

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

287

77,361

Vertiv

Holdings

Co.

Class

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

732

63,369

W.W.

Grainger,

Inc.

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

81,202

Waste

Management,

Inc.

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

807

172,165

Watsco,

Inc.

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

32,427

Westinghouse

Air

Brake

Technologies

Corp.

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

352

55,634

Xylem,

Inc.

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

485

65,781

7,760,066

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Services

(1.2%):

Accenture

PLC

Class

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

1,264

383,510

Akamai

Technologies,

Inc.

(a)

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

301

27,114

Cloudflare,

Inc.

Class

(a)

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

596

49,367

Cognizant

Technology

Solutions

Corp.

Class

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

1,000

68,000

Gartner,

Inc.

(a)

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

152

68,257

GoDaddy,

Inc.

Class

(a)

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

281

39,259

International

Business

Machines

Corp.

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

1,850

319,957

MongoDB,

Inc.

(a)

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

143

35,744

Okta,

Inc.

(a)

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

319

29,862

Snowflake,

Inc.

Class

(a)

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

623

84,161

VeriSign,

Inc.

(a)

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

199

35,382

1,140,613

Materials

(2.1%):

Air

Products

and

Chemicals,

Inc.

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

445

114,832

Albemarle

Corp.

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

236

22,543

Amcor

PLC

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

2,903

28,391

Avery

Dennison

Corp.

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

160

34,984

Ball

Corp.

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

622

37,333

Celanese

Corp.

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

219

29,541

Industries

Holdings,

Inc.

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

366

27,128

Corteva,

Inc.

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

1,403

75,678

Dow,

Inc.

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

1,414

75,013

DuPont

Nemours,

Inc.

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

840

67,612

Ecolab,

Inc.

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

512

121,856

Freeport-McMoRan,

Inc.

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

2,873

139,628

International

Flavors

Fragrances,

Inc.

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

463

44,082

International

Paper

Co.

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

685

29,558

Linde

PLC

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

952

417,747

Lyondellbasell

Industries

Class

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

523

50,030

Martin

Marietta

Materials,

Inc.

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

123

66,641

Newmont

Corp.

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

2,321

97,180

Nucor

Corp.

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

480

75,878

Packaging

Corp.

America

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

177

32,313

PPG

Industries,

Inc.

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

471

59,294

Reliance,

Inc.

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

115

32,844

Steel

Dynamics,

Inc.

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

296

38,332

The

Sherwin-Williams

Co.

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

469

139,964

Vulcan

Materials

Co.

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

266

66,149

Westlake

Corp.

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

9,703

1,934,254

Real

Estate

(2.0%):

Alexandria

Real

Estate

Equities,

Inc.

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

348

40,705

American

Tower

Corp.

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

939

182,523

AvalonBay

Communities,

Inc.

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

285

58,964

CBRE

Group,

Inc.

Class

(a)

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

614

54,713

CoStar

Group,

Inc.

(a)

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

814

60,350

Crown

Castle,

Inc.

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

874

85,390

Digital

Realty

Trust,

Inc.

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

650

98,832

Equinix,

Inc.

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

191

144,511

Equity

Residential

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

749

51,936

Essex

Property

Trust,

Inc.

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

128

34,842

Extra

Space

Storage,

Inc.

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

421

65,428

Gaming

and

Leisure

Properties,

Inc.

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

523

23,645

Invitation

Homes,

Inc.

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

1,230

44,145

Iron

Mountain,

Inc.

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

586

52,517

Mid-America

Apartment

Communities,

Inc.

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

234

33,371

Prologis,

Inc.

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

1,859

208,784

Public

Storage

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

318

91,473

Realty

Income

Corp.

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

1,753

92,593

SBA

Communications

Corp.

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

215

42,204

Simon

Property

Group,

Inc.

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

651

98,822

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Sun

Communities,

Inc.

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

248

29,844

UDR,

Inc.

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

660

27,159

Ventas,

Inc.

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

812

41,623

VICI

Properties,

Inc.

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

2,095

60,001

Welltower,

Inc.

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

1,204

125,517

Weyerhaeuser

Co.

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

1,464

41,563

Carey,

Inc.

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

436

24,002

1,915,457

Semiconductors

Semiconductor

Equipment

(11.5%):

Advanced

Micro

Devices,

Inc.

(a)

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

3,239

525,398

Analog

Devices,

Inc.

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

996

227,347

Applied

Materials,

Inc.

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

1,663

392,451

Broadcom,

Inc.

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

915

1,469,060

Enphase

Energy,

Inc.

(a)

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

264

26,323

Entegris,

Inc.

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

302

40,891

First

Solar,

Inc.

(a)

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

204

45,994

Intel

Corp.

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

8,575

265,568

KLA

Corp.

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

271

223,442

Lam

Research

Corp.

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

262

278,991

Marvell

Technology,

Inc.

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

1,725

120,577

Microchip

Technology,

Inc.

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

1,059

96,898

Micron

Technology,

Inc.

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

2,221

292,128

Monolithic

Power

Systems,

Inc.

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

77,238

NVIDIA

Corp.

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

47,452

5,862,220

Semiconductor

Corp.

(a)

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

863

59,159

QUALCOMM,

Inc.

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

2,244

446,960

Skyworks

Solutions,

Inc.

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

322

34,319

Teradyne,

Inc.

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

310

45,970

Texas

Instruments,

Inc.

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

1,832

356,379

10,887,313

Software

(11.2%):

Adobe,

Inc.

(a)

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

899

499,431

ANSYS,

Inc.

(a)

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

175

56,263

AppLovin

Corp.

Class

(a)

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

340

28,295

Atlassian

Corp.

Class

(a)

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

296

52,357

Autodesk,

Inc.

(a)

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

434

107,393

Bentley

Systems,

Inc.

Class

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

262

12,932

Cadence

Design

Systems,

Inc.

(a)

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

543

167,108

Corpay,

Inc.

(a)

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

137

36,498

Crowdstrike

Holdings,

Inc.

Class

(a)

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

455

174,352

Datadog,

Inc.

Class

(a)

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

563

73,016

Dynatrace,

Inc.

(a)

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

563

25,189

Fair

Isaac

Corp.

(a)

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

71,456

Fortinet,

Inc.

(a)

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

1,269

76,483

Gen

Digital,

Inc.

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

1,145

28,602

HubSpot,

Inc.

(a)

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

57,799

Intuit,

Inc.

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

548

360,151

Microsoft

Corp.

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

14,758

6,596,088

MicroStrategy,

Inc.

(a)

(b)

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

44,079

Oracle

Corp.

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

3,217

454,240

Palantir

Technologies,

Inc.

Class

(a)

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

3,843

97,343

Palo

Alto

Networks,

Inc.

(a)

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

644

218,323

PTC,

Inc.

(a)

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

239

43,419

Roper

Technologies,

Inc.

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

215

121,187

Salesforce,

Inc.

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

1,902

489,004

ServiceNow,

Inc.

(a)

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

411

323,321

Synopsys,

Inc.

(a)

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

307

182,683

Tyler

Technologies,

Inc.

(a)

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

42,736

Workday,

Inc.

Class

(a)

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

420

93,895

Zoom

Video

Communications,

Inc.

Class

(a)

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

485

28,707

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Zscaler,

Inc.

(a)

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

183

35,171

10,597,521

Technology

Hardware,

Storage

Peripherals

(7.4%):

Apple,

Inc.

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

30,876

6,503,103

Dell

Technologies,

Inc.

Class

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

544

75,023

Hewlett

Packard

Enterprise

Co.

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

2,608

55,211

HP,

Inc.

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

1,968

68,919

NetApp,

Inc.

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

413

53,195

Pure

Storage,

Inc.

Class

(a)

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

614

39,425

Seagate

Technology

Holdings

PLC

(b)

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

421

43,477

Super

Micro

Computer,

Inc.

(a)

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

101

82,754

Western

Digital

Corp.

(a)

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

646

48,948

6,970,055

Utilities

(2.2%):

Alliant

Energy

Corp.

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

515

26,214

Ameren

Corp.

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

535

38,044

American

Electric

Power

Co.,

Inc.

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

1,062

93,180

American

Water

Works

Co.,

Inc.

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

392

50,631

Atmos

Energy

Corp.

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

303

35,345

CenterPoint

Energy,

Inc.

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

1,286

39,840

CMS

Energy

Corp.

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

598

35,599

Consolidated

Edison,

Inc.

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

696

62,236

Constellation

Energy

Corp.

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

634

126,971

Dominion

Energy,

Inc.

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

1,687

82,663

DTE

Energy

Co.

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

416

46,180

Duke

Energy

Corp.

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

1,553

155,657

Edison

International

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

775

55,653

Entergy

Corp.

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

429

45,903

Evergy,

Inc.

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

456

24,154

Eversource

Energy

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

708

40,151

Exelon

Corp.

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

2,012

69,635

FirstEnergy

Corp.

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

1,158

44,317

NextEra

Energy,

Inc.

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

4,137

292,941

NRG

Energy,

Inc.

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

409

31,845

PG&E

Corp.

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

4,053

70,765

PPL

Corp.

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

1,483

41,005

Public

Service

Enterprise

Group,

Inc.

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

1,003

73,921

Sempra

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

1,275

96,976

The

AES

Corp.

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

1,430

25,125

The

Southern

Co.

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

2,199

170,576

Vistra

Corp.

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

693

59,584

WEC

Energy

Group,

Inc.

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

636

49,901

Xcel

Energy,

Inc.

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

1,116

59,606

2,044,618

Total

Common

Stocks

(Cost

$20,906,980)

93,977,624

Collateral

for

Securities

Loaned

(0.1%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

.21

(c)

........

31,820

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

.22

(c)

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

31,820

Invesco

Government

Agency

Portfolio,

Institutional

.24

(c)

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

31,820

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

.23

(c)

31,820

Total

Collateral

for

Securities

Loaned

(Cost

$127,280)

127,280

Total

Investments

(Cost

$21,034,260)

—

99.5%

94,104,904

Other

assets

excess

liabilities

—

0.5%

474,520

NET

ASSETS

100.00%

94,579,424

Purchased

with

cash

collateral

from

securities

loan.

(a)

Non-income

producing

security.

(b)

All

portion

this

security

loan.

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

(c)

Rate

disclosed

the

daily

yield

June

30,

2024.

PLC

—

Public

Limited

Company

Futures

Contracts

Purchased

Number

Contracts

Expiration

Date

Notional

Amount

Value

Unrealized

Appreciation

(Depreciation)

E-Mini

S&P

500

Futures

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

9/20/24

552,783

552,150

(

633

)

Total

unrealized

appreciation

—

Total

unrealized

depreciation

(

633

)

Total

net

unrealized

appreciation

(depreciation)

(

633

)

Statement

Assets

and

Liabilities

June

30,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

(Unaudited)

Victory

500

Index

VIP

Series

Assets:

Investments,

value

(Cost

$21,034,260)

94,104,904‌

(a)

Cash

490,869‌

Deposit

with

broker

for

futures

contracts

173,328‌

Receivables:

Interest

and

dividends

47,867‌

Capital

issued

46‌

From

Adviser

21,785‌

Variation

margin

open

futures

contracts

1,821‌

Prepaid

expenses

556‌

Total

Assets

94,841,176‌

Liabilities:

Payables:

Collateral

received

loaned

securities

127,280‌

Capital

redeemed

80,537‌

Variation

margin

open

futures

contracts

3,675‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

19,364‌

Administration

fees

4,237‌

Transfer

agent

fees

13‌

Sub-Transfer

agent

fees

1,055‌

Compliance

fees

63‌

Other

accrued

expenses

25,528‌

Total

Liabilities

261,752‌

Commitments

and

contingencies

(Note

)

Net

Assets:

Capital

6,103,460‌

Total

accumulated

earnings

(loss)

88,475,964‌

Net

Assets

94,579,424‌

(unlimited

authorized

with

par

value

$0.001

per

share):

5,222,261‌

Net

asset

value:

.11‌

(a)

Includes

$119,504

securities

loan.

Statement

Operations

For

the

Six

Months

Ended

June

30,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

(Unaudited)

Victory

500

Index

VIP

Series

Investment

Income:

Dividends

653,624

Interest

14,842

Securities

lending

(net

fees)

Total

Income

668,483

Expenses:

Investment

advisory

fees

117,514

Administration

fees

25,215

Sub-Administration

fees

9,665

Custodian

fees

3,424

Transfer

agent

fees

133

Sub-Transfer

agent

fees

2,056

Trustees'

fees

3,478

Compliance

fees

416

Legal

and

audit

fees

8,788

Licensing

fees

16,875

Other

expenses

6,440

Total

Expenses

194,004

Expenses

waived/reimbursed

Adviser

(

62,375

)

Net

Expenses

131,629

Net

Investment

Income

(Loss)

536,854

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

7,948,850

Net

realized

gains

(losses)

from

futures

contracts

121,192

Net

change

unrealized

appreciation/depreciation

investment

securities

4,598,911

Net

change

unrealized

appreciation/depreciation

futures

contracts

(

9,468

)

Net

realized/unrealized

gains

(losses)

investments

12,659,485

Change

net

assets

resulting

from

operations

13,196,339

Victory

Variable

Insurance

Funds

Statements

Changes

Net

Assets

See

notes

financial

statements.

Victory

500

Index

VIP

Series

Six

Months

Ended

June

30,

2024

(Unaudited)

Year

Ended

December

31,

2023

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

536,854

1,181,105

Net

realized

gains

(losses)

8,070,042

7,786,272

Net

change

unrealized

appreciation/depreciation

4,589,443

12,171,453

Change

net

assets

resulting

from

operations

13,196,339

21,138,830

Change

net

assets

resulting

from

distributions

shareholders

—

(

8,306,766

)

Change

net

assets

resulting

from

capital

transactions

(

11,050,799

)

(

4,015,176

)

Change

net

assets

2,145,540

8,816,888

Net

Assets:

Beginning

period

92,433,884

83,616,996

End

period

94,579,424

92,433,884

Capital

Transactions:

Proceeds

from

issued

2,525,099

3,208,458

Distributions

reinvested

—

8,306,766

Cost

redeemed

(

13,575,898

)

(

15,530,400

)

Change

net

assets

resulting

from

capital

transactions

(

11,050,799

)

(

4,015,176

)

Transactions:

Issued

151,593

210,388

Reinvested

—

528,373

Redeemed

(

798,378

)

(

1,010,893

)

Change

(

646,785

)

(

272,132

)

Victory

Variable

Insurance

Funds

Financial

Highlights

For

Outstanding

Throughout

Each

Period

See

notes

financial

statements.

Victory

500

Index

VIP

Series

Six

Months

Ended

June

30,

2024

(Unaudited)

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

Period

$15.75

$13.62

$19.79

$17.71

$19.35

$16.92

Investment

Activities:

Net

investment

income

(loss)(a)

0.10

0.20

0.21

0.28

0.34

Net

realized

and

unrealized

gains

(losses)

2.26

3.45

(3.95)

4.59

3.53

4.88

Total

from

Investment

Activities

2.36

3.65

(3.74)

4.80

3.81

5.22

Distributions

Shareholders

from:

Net

investment

income

—

(0.20)

(0.19)

(0.23)

(0.32)

(0.37)

Net

realized

gains

—

(1.32)

(2.24)

(2.49)

(5.13)

(2.42)

Total

Distributions

—

(1.52)

(2.43)

(2.72)

(5.45)

(2.79)

Net

Asset

Value,

End

Period

$18.11

$15.75

$13.62

$19.79

$17.71

$19.35

Total

Return(b)(c)(d)

14.98%

26.94%

(19.36)%

27.43%

20.13%

31.04%

Ratios

Average

Net

Assets:

Net

Expenses(e)(f)

0.28%

Net

Investment

Income

(Loss)(e)

1.14%

1.33%

1.26%

1.04%

1.46%

1.71%

Gross

Expenses(e)(f)

0.41%

0.48%

0.58%

0.52%

Supplemental

Data:

Net

Assets

end

period

(000's)

$94,579

$92,434

$83,617

$116,044

$103,571

$100,139

Portfolio

Turnover(b)

13%

(a)

Per

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

method.

(b)

Not

annualized

for

periods

less

than

one

year.

(c)

Assumes

reinvestment

all

net

investment

income

and

realized

capital

gain

distributions,

any,

during

the

period.

Includes

adjustments

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Total

returns

not

reflect

the

effects

charges

deducted

pursuant

the

terms

The

Guardian

Insurance

Annuity

Company,

Inc.'s

variable

contracts.

Inclusion

such

charges

would

reduce

the

total

returns

for

all

periods

shown.

(e)

Annualized

for

periods

less

than

one

year.

(f)

Does

not

include

acquired

fund

fees

and

expenses,

any.

Notes

Financial

Statements

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Organization:

Victory

Variable

Insurance

Funds

(the

“Trust”)

organized

Delaware

statutory

trust

and the

Trust

registered

under

the

Investment

Company

Act

1940,

amended

(the

“1940

Act”),

open-end

investment

company.

The

Trust

comprised

of six

funds

and

authorized

issue

unlimited

number

shares,

which

are

units

beneficial

interest

with

par

value

$0.001

per

share.

The

accompanying

financial

statements

are

those

of Victory

500

Index

VIP

Series

(the

“Fund”),

series

the

Trust.

The

Fund offers

single

class

Class

The

Fund’s

are

only

available

for

purchase

certain

separate

accounts

insurance

companies

investments

for

certain

variable

annuity

plans

and

variable

life

insurance

contracts

issued

those

insurance

companies.

The

Fund

classified

diversified

under

the

1940

Act.

Victory

Capital

Management

Inc.

(“VCM”

the

“Adviser”)

indirect

wholly

owned

subsidiary

Victory

Capital

Holdings,

Inc.,

publicly

traded

Delaware

corporation,

and

wholly

owned

direct

subsidiary

Victory

Capital

Operating,

LLC.

Under

the

Trust’s

organizational

documents,

its

officers

and

trustees

are

indemnified

against

certain

liabilities

arising

out

the

performance

their

duties

the

Fund.

addition,

the

normal

course

business,

the

Fund

enters

into

contracts

with

its

vendors

and

others

that

provide

for

general

indemnifications.

The

Fund’s

maximum

exposure

under

these

arrangements

unknown,

this

would

involve

future

claims

that

may

made

against

the

Fund.

However,

based

experience,

the

Fund

expects

that

risk

loss

remote.

Significant

Accounting

Policies:

The

following

summary

significant

accounting

policies

followed

the Fund

the

preparation

its

financial

statements.

The

policies

are

conformity

with

U.S.

Generally

Accepted

Accounting

Principles

(“GAAP”).

The

preparation

financial

statements

accordance

with

GAAP

requires

the

Adviser

make

estimates

and

assumptions

that

affect

the

reported

amounts

assets

and

liabilities

and

disclosure

contingent

assets

and

liabilities

the

date

the

financial

statements

and

the

reported

amounts

income

and

expenses

for

the

period.

Actual

results

could

differ

from

those

estimates.

The

Fund

follows

the

specialized

accounting

and

reporting

requirements

under

GAAP

that

are

applicable

investment

companies

under

Accounting

Standards

Codification

Topic

946.

Investment

Valuation:

The

Fund

records

investments

fair

value.

Fair

value

defined

the

price

that

would

received

to sell

an asset

paid

transfer

liability

orderly

transaction

between

market

participants

the

measurement

date.

The

valuation

techniques

described

below

maximize

the

use

observable

inputs

and

minimize

the

use

unobservable

inputs

determining

fair

value.

The

inputs

used

for

valuing

the

Fund’s

investments

are

summarized

the

three

broad

levels

listed

below:

Level

—

quoted

prices

(unadjusted)

active

markets

for

identical

securities

Level

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

credit

spreads,

applicable

those

securities,

etc.)

Level

—

significant

unobservable

inputs

(including

the

Adviser’s

assumptions

determining

the

fair

value

investments)

Changes

valuation

techniques

may

result

transfers

out

assigned

level

within

the

disclosure

hierarchy.

The

inputs

methodologies

used

for

valuation

techniques

are

not

necessarily

indication

the

risks

associated

with

entering

into

those

investments.

The Adviser,

appointed

the

valuation

designee

by the

Trust's

Board

Trustees

(the

“Board”),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

Board

oversight,

the

Committee

administers

and

oversees

the

Fund’s

valuation

policies

and

procedures,

which

are

approved

the

Board.

Portfolio

securities

listed

traded

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”),

are

valued

the

last

sale

price

the

exchange

system

where

the

security

principally

traded,

available,

the

Nasdaq

Official

Closing

Price.

there

have

been

sales

for

that

day

the

exchange

system,

then

security

valued

the

closing bid

quotation

the

exchange

system

where

the

security

principally

traded.

each

these

situations,

valuations

are

typically

categorized

Level

the

fair

value

hierarchy.

Investments

open-end

investment

companies,

other

than

ETFs, are

valued

at their

net

asset

value

(“NAV”).

These

valuations

are

typically

categorized

Level

1 in

the

fair

value

hierarchy.

Futures

contracts

are

valued

the

settlement

price

established

each

day

the

board

trade

exchange

which

they

are

traded.

These

valuations

are

typically

categorized

Level

the

fair

value

hierarchy.

the

event

that

price

quotations

valuations

are

not

readily

available,

investments

are

valued

fair

value

accordance

with

procedures

established

and

under

the

general

supervision

and

responsibility

the

Board.

These

valuations

are

typically

categorized

Level

the

fair

value

hierarchy,

based

the

observability

inputs

used

determine

the

fair

value.

The

effect

fair

value

pricing

that

securities

may

not

priced

the

basis

quotations

from

the

primary

market

which

they

are

traded

and

the

actual

price

realized

from

the

sale

security

may

differ

materially

from

the

fair

value

price.

Valuing

these

securities

fair

value

intended

cause

the

Fund’s

NAV to

reliable

than

otherwise

would

be.

summary

the

valuations

June

30,

2024, based

upon

the

three

levels

defined

above,

included

the

table

below

while

the

breakdown,

category,

investments

disclosed

the

Schedule

Portfolio

Investments:

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

of June

30,

2024,

there

were

significant

transfers

into/out

Level

Investment

Companies:

Open-End

Funds:

The

Fund

may

invest

portfolios

open-end

investment

companies.

These

investment

companies

value

securities

their

portfolios

for

which

market

quotations

are

readily

available

their

market

values

(generally

the

last

reported

sale

price)

and

all

other

securities

and

assets

their

fair

value

the

methods

established

the

board

directors

the

underlying

funds.

Derivative

Instruments:

Futures

Contracts:

The

Fund

may

enter

into

contracts

for

the

future

delivery

securities

foreign

currencies

and

futures

contracts

based

specific

security,

class

securities,

foreign

currency

index,

and

purchase

sell

options

any

such

futures

contracts.

futures

contract

securities

index

agreement

obligating

either

party

pay,

and

entitling

the

other

party

receive,

while

the

contract

outstanding,

cash

payments

based

the

level

specified

securities

index.

physical

delivery

the

underlying

asset

made.

The

Fund

may

enter

into

futures

contracts

effort

hedge

against

market

risks.

The

acquisition

put

and

call

options

futures

contracts

will

give

the

Fund

the

right

(but

not

the

obligation),

for

specified

price,

sell

purchase

the

underlying

futures

contract,

upon

exercise

the

option,

any

time

during

the

option

period.

Futures

transactions

involve

brokerage

costs

and a

good

faith

margin

deposit,

known

initial

margin,

cash

government

securities

with

broker

custodian

required

initiate

and

maintain

open

positions

futures

contracts.

Subsequent

payments,

known

variation

margin,

are

made

received

the

Fund

based

the

change

the

market

value

the

position

and

are

recorded

unrealized

appreciation

depreciation

until

the

contract

closed

out,

which

time

the

gain

loss

realized.

The

Fund

may

lose

the

expected

benefit

futures

transactions

interest

rates,

exchange

rates

securities

prices

change

unanticipated

manner.

Such

unanticipated

changes

may

also

result

lower

overall

performance

than

the

Fund

had

not

entered

into

any

futures

transactions.

addition,

the

value

the

Fund’s

futures

positions

may

not

prove

perfectly

even

highly

correlated

with

the

value

its

portfolio

securities

foreign

currencies,

limiting

the

Fund’s

ability

hedge

effectively

against

interest

rate,

exchange

rate

and/or

market

risk

and

giving

rise

additional

risks.

There

assurance

liquidity

the

secondary

market

for

purposes

closing

out

futures

positions.

The

collateral

held

the

Fund

reflected

the

Statement

Assets

and

Liabilities

under

Deposit

with

broker

for

futures

contracts.

Management

has

determined

that

offsetting

requirements

exist

result

their

conclusion

that

the

Fund

not

subject

master

netting

agreements

for

futures

contracts. During

the six

months ended

June

30,

2024,

the

Fund

entered

into

futures

contracts

primarily

for

the

strategy

gaining

exposure

particular

asset

class

securities

market.

Summary

Derivative

Instruments:

The

following

table

summarizes

the

fair

values

derivative

instruments

the

Statement

Assets

and

Liabilities,

categorized

risk

exposure,

June

30,

2024:

Level

Total

Victory

500

Index

VIP

Series

Common

Stocks

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

93,977,624

—

93,977,624

Collateral

for

Securities

Loaned

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

127,280

—

127,280

Total

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

94,104,904

—

94,104,904

Other

Financial

Investments:*

Liabilities:

Futures

Contracts

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

(633)

—

(633)

Total

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

(633)

—

(633)

Futures

Contracts

are

presented

the

unrealized

appreciation

(depreciation)

the

investment.

Liabilities

Variation

Margin

Payable

Open

Futures

Contracts*

Equity

Risk

Exposure:

(633)

Victory

500

Index

VIP

Series

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

633

Includes

cumulative

unrealized

appreciation

(depreciation)

futures

contracts

reported

the

Schedule

Portfolio

Investments.

Only

current

day’s

variation

margin

for

futures

contracts

reported

within

the

Statement

Assets

and

Liabilities.

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

following

table

presents the

effect

derivative

instruments

the

Statement

Operations,

categorized

risk

exposure,

for

the period

ended

June

30,

2024:

All

open

derivative

positions

period end

are

reflected

the

Fund’s

Schedule

Portfolio

Investments.

The

underlying

face

value

open

derivative

positions

relative

to the

Fund’s

net

assets

at period

end

representative

the

notional

amount

open

positions

net

assets

throughout

the

period.

Investment

Transactions

and

Income:

Changes

holdings

investments

are

accounted

for

later

than

one

business

day

following

the

trade

date.

For

financial

reporting

purposes,

however,

investment

transactions

are

accounted

for

trade

date

the

last

business

day

the

reporting

period.

Interest

income

determined

the

basis

coupon

interest

accrued

and recorded

daily

using

the

effective

interest

method

which

adjusts,

where

applicable,

the

amortization

premiums

accretion

discounts. Dividend

income

recorded

the

ex-dividend

date.

Non-cash

dividends

included

income,

any,

are

recorded

the

fair

value

the

securities

received. Gains

losses

realized

sales

securities

are

recorded

the

identified

cost

basis.

Securities

Lending:

The

Fund,

through

Securities

Lending

Agreement

with

Citibank,

N.A.

(“Citibank”),

may

lend

its

securities

qualified

financial

institutions,

such

certain

broker-dealers

and

banks,

earn

additional

income,

net

income

retained

Citibank.

Borrowers

are

required

initially

secure

their

loans

for

collateral

the

amount

least

102%

the

value

U.S.

securities

loaned

least

105%

the

value

non-U.S.

securities

loaned,

marked-to-market

daily.

Any

collateral

shortfalls

associated

with

increases

the

valuation

the

securities

loaned

are

generally

cured

the

business

day.

The

collateral

can

received

the

form

cash

collateral

and/or

non-cash

collateral.

Non-cash

collateral

can

include

U.S.

Government

Securities

and

other

securities

permitted

by Securities

and

Exchange

Commission

(“SEC”)

guidelines.

The

cash

collateral

invested

short-term

instruments

cash

equivalents,

primarily

open-end

investment

companies,

noted

the

Fund’s

Schedule

Portfolio

Investments.

The

Fund

effectively

does

not

have

control

the

non-cash

collateral

and

therefore

not

disclosed

the

Fund’s

Schedule

Portfolio

Investments.

Collateral

requirements

are

determined

daily

based

the

value

the

Fund’s

securities

loan

the

end

the

prior

business

day.

During

the

time

portfolio

securities

are

loan,

the

borrower

will

pay

the

Fund

any

dividends

interest

paid

such

securities

plus

any

fee

negotiated

between

the

parties

the

lending

agreement.

The

Fund

also

earns

return

from

the

collateral.

The

Fund

pays

Citibank

various

fees

connection

with

the

investment

cash

collateral

and

fees

based

the

investment

income

received

from

securities

lending

activities.

Securities

lending

income

(net

these

fees)

disclosed

the

Statement

Operations.

Loans

are

terminable

upon

demand

and

the

borrower

must

return

the

loaned

securities

within

the

lesser

one

standard

settlement

period

five

business

days.

Although

risk

mitigated

the

collateral,

the

Fund

could

experience

delay

recovering

its

securities

and

possible

loss

income

value

the

borrower

fails

return

them.

addition,

there

risk

that

the

value

the

short-term

investments

will

less

than

the

amount

cash

collateral

required

returned

the

borrower.

The

Fund’s

agreement

with

Citibank

does

not

include

master

netting

provisions.

Non-cash

collateral

received

the

Fund

may

not

sold

repledged,

except

satisfy

borrower

default.

The

following

table

summary

the

Fund’s

securities

lending

transactions

June

30,

2024.

Federal

Income

Taxes:

The

Fund

intends

continue

qualify

regulated

investment

company

complying

with

the

provisions

available

certain

investment

companies,

defined

applicable

sections

the

Internal

Revenue

Code,

and

make

distributions

net

investment

income

and

net

realized

gains

sufficient

relieve

from

all,

substantially

all,

federal

income

taxes.

Accordingly,

provision

for

federal

income

taxes

required

the

financial

statements.

The

Fund

has

tax

year

end

of December

31.

For

the

six

months

ended

June

30,

2024,

the

Fund

did

not

incur

any

income

tax,

interest,

penalties,

and

has

recorded

liability

for

net

unrecognized

tax

benefits

relating

uncertain

tax

positions.

Management

the

Fund

has

reviewed

tax

positions

taken

tax

years

that

remain

subject

examination

all

major

tax

jurisdictions,

including

federal

(i.e.,

the

last

four

tax

years,

which

includes

the

current

fiscal

tax

year

end).

Management

believes

that

there

tax

liability

resulting

from

unrecognized

tax

benefits

uncertain

tax

positions

taken.

Net

Realized

Gains

(Losses)

from

Futures

Contracts

Net

Change

Unrealized

Appreciation/

Depreciation

Futures

Contracts

Equity

Risk

Exposure:

121192.00

8218.00

Victory

500

Index

VIP

Series

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

121,192

9,468

Value

Securities

Loan

Non-Cash

Collateral

Cash

Collateral

Victory

500

Index

VIP

Series

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

119,504

—

127,280

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Allocations:

Expenses

directly

attributable

to the

Fund

are

charged

to the

Fund,

while

expenses

that

are

attributable

than

one

fund

the

Trust,

jointly

with

affiliated

trust,

are

allocated

among

the

respective

funds

the

Trust

and/or

affiliated

trust

based

upon

net

assets

another

appropriate

basis.

Fees

Paid

Indirectly:

Expense

offsets

custody

fees

that

arise

from

credits

cash

balances

maintained

deposit

are

reflected

the

Statement

Operations,

applicable,

Fees

paid

indirectly.

Purchases

and

Sales:

Purchases

and sales

securities

(excluding

securities

maturing

less

than

one

year

from

acquisition)

for

the

six

months

ended

June

30,

2024,

were

follows:

Fees

and

Transactions

with

Affiliates

and

Parties:

Investment

Advisory

Fees:

Investment

advisory

services

are

provided

the

Fund

the

Adviser,

which

New

York

corporation

registered

investment

adviser

with

the

SEC.

Under

the

terms

the

Investment

Advisory

Agreement,

the

Adviser

entitled

receive

fees

accrued

daily

and

paid

monthly

annualized

rate

0.25%

the

Fund’s

average

daily

net

assets.

Amounts

incurred

and

paid

VCM

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Investment

advisory

fees.

Administration

and

Servicing

Fees:

VCM

also

serves

the

Fund’s

administrator

and

fund

accountant.

Under

the Administration

and

Fund

Accounting

Agreement,

VCM

paid

administration

fee

based

percentage

the

average

daily

net

assets

the

Trust,

Victory

Portfolios

and

Victory

Portfolios

II.

The

tiered

rates

which

VCM

paid

the

Funds

are

shown

the

table

below:

Amounts

incurred

for

the

six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

affiliate

Citibank,

acts

sub-administrator

and

sub-fund

accountant

the

Fund

pursuant

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

fee

for

providing

these

services.

The Fund

reimburses

VCM

and

Citi

for

out-of-pocket

expenses

incurred

providing

these

services

and

certain

other

expenses

specifically

allocated

the

Fund.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Sub-Administration

fees.

The

Fund

(as

part

the

Trust)

has

entered

into

agreement

with

the

Adviser

provide

compliance

services,

pursuant

which

the

Adviser

furnishes

its

compliance

personnel,

including

the

services

the

Chief

Compliance

Officer

(“CCO”),

and

other

resources

reasonably

necessary

provide

the

Trust

with

compliance

oversight

services

the

design,

administration,

and

oversight

compliance

program

for

the

Trust

accordance

with

Rule

38a-1

under

the

1940

Act.

The

CCO

employee

the

Adviser,

which

pays

the

compensation

the

CCO

and

support

staff.

The

funds

the

Trust,

Victory

Portfolios,

Victory

Portfolios

and

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Compliance

fees.

Transfer

Agency

Fees:

FIS

Investor

Services,

LLC

(“FIS”)

serves

the

Fund’s

transfer

agent.

Under

the

Transfer

Agent

Agreement,

the

Trust

pays

FIS

fee

for

its

services

and

reimburses

FIS

for

all

their

reasonable

out-of-pocket

expenses

incurred

providing

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Transfer

agent

fees.

Sub-Transfer

Agency

Fees:

The

Fund

has

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

customers

the

intermediaries

that

hold

positions

the

Fund

and

has

agreed

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Fund

primarily

through

the

use

omnibus

accounts

behalf

their

customers

who

hold

positions

the

Fund.

These

services

would

have

been

provided

the

Fund’s

transfer

agent

and

other

service

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

500

Index

VIP

Series

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

785,896

11,541,062

Net

Assets

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

providers

the

shareholders’

accounts

were

maintained

directly

the

Fund’s

transfer

agent.

Amounts

incurred

for

the

six

months ended

June

30,

2024,

are

reflected

the

Statement

Operations

Sub-Transfer

agent

fees.

Distributor/Underwriting

Services:

Victory

Capital

Services,

Inc.

(the

“Distributor”),

affiliate

the

Adviser,

serves

Distributor

for

the

continuous

offering

the

Fund

pursuant

Distribution

Agreement

between

the

Distributor

and

the

Trust,

and

receives

fee

other

compensation

for

these

services.

Other

Fees:

Citibank

serves

the

Fund’s

custodian.

The

Fund

pays

Citibank

fee

for

providing

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Custodian

fees.

Sidley

Austin

LLP

provides

legal

services

the

Trust.

The

Adviser

has

entered

into

expense

limitation

agreement

with the Trust

until

least

April

30,

2025.

Under

the

terms

the

agreement,

the

Adviser

has

agreed

waive

fees

reimburse

certain

expenses

the

extent

that

ordinary

operating

expenses

incurred

any

fiscal

year

exceed

the

expense limit

of the

Fund.

Such

excess

amounts

will

the

liability

the

Adviser. Acquired

fund

fees

and

expenses,

interest,

taxes,

brokerage

commissions,

other

expenditures which

are

capitalized

accordance

with

GAAP,

and

other

extraordinary

expenses

not

incurred

the

ordinary

course

of the

Fund’s

business

are

excluded

from

the

expense

limit.

June

30,

2024,

the

expense

limit (excluding

voluntary

waivers) was:

Under

the

terms

the

expense

limitation

agreement,

amended February

27,

2024, the

Fund

has

agreed

repay

fees

and

expenses

that

were

waived

reimbursed

the

Adviser

for

period

three

years

(thirty-six

(36)

months)

after

the

waiver

reimbursement

took

place,

subject

the

lesser

any

operating

expense limits

effect

the

time

of:

(a)

the

original

waiver

expense

reimbursement;

(b)

the

recoupment,

after

giving

effect

the

recoupment

amount.

The

Fund

has

not

recorded

any

amounts

available

repaid

the

Adviser

commitment

and

contingency

liability

due

assessment

that

such

repayments

are

not

probable

June

30,

2024.

of June

30,

2024,

the

following amounts

are

available

repaid

the

Adviser:

The

Adviser

may

voluntarily

waive

reimburse

additional

fees

assist

the

Fund

maintaining

competitive

expense

ratios.

Voluntary

waivers

and

reimbursements

applicable

the

Fund

are

not

available

recouped

future

time.

There

were

voluntary

waivers

reimbursements

for

the six

months

ended

June

30,

2024.

Certain

officers

and/or

interested

trustees

the

Fund

are

also

officers

and/or

employees

the

Adviser,

administrator,

fund

accountant,

sub-

administrator,

sub-fund

accountant,

custodian,

legal

counsel,

and

Distributor.

Risks:

The

Fund

may

subject

other

risks

addition

these

identified

risks.

Equity

Securities

Risk

—

The

value

the

equity

securities

which

the

Fund

invests

may

decline

response

developments

affecting

individual

companies

and/or

general

economic

conditions

the

United

States

abroad.

company’s

earnings

dividends

may

not

increase

expected

(or

may

decline)

because

poor

management,

competitive

pressures,

reliance

particular

suppliers

geographical

regions,

labor

problems

shortages,

corporate

restructurings,

fraudulent

disclosures,

man-made

natural

disasters,

military

confrontations

wars,

terrorism,

public

health

crises,

other

events,

conditions,

and

factors.

Price

changes

may

temporary

last

for

extended

periods.

Large-Capitalization

Stock

Risk

—

The

securities

large-sized

companies

may

underperform

the

securities

smaller-sized

companies

the

market

whole.

The

growth

rate

larger,

established

companies

may

lag

those

smaller

companies,

especially

during

periods

economic

expansion.

Passive

Investment

Risk/Index

Risk

—

The

Fund

designed

track

the

Index

and

not

actively

managed.

The

Fund

will

not

buy

sell

equity

security

due

current

projected

performance

security,

industry,

sector,

unless

that

security

added

removed,

respectively,

from

the

Index.

The

Fund

does

not,

therefore,

seek

returns

excess

the

Index,

and

does

not

attempt

take

defensive

positions

hedge

against

potential

risks

unless

such

defensive

positions

are

also

taken

the

Index.

Derivatives

Risk

The

use

derivative

instruments,

such

futures

contracts

and

credit

default

swaps,

exposes

the

Fund

additional

risks

and

transaction

costs.

Risks

derivative

instruments

include:

(1)

the

risk

that

interest

rates,

securities

prices,

asset

values,

and

currency

markets

will

not

move

the

direction

that

portfolio

manager

anticipates;

(2)

imperfect

correlation

between

the

price

derivative

instruments

and

movements

the

prices

the

securities,

assets,

interest

rates

currencies

being

hedged;

(3)

the

fact

that

skills

needed

use

these

strategies

are

different

than

those

needed

select

portfolio

securities;

(4)

the

possible

absence

liquid

secondary

market

for

any

particular

instrument

effect

until

April

30,

2025

Victory

500

Index

VIP

Series

0.28%

Expires

2024

Expires

2025

Expires

2026

Expires

2027

Total

Victory

500

Index

VIP

Series

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

92,146

124,202

119,712

62,375

398,435

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

and

possible

exchange

imposed

price

fluctuation

limits,

either

which

may

make

difficult

impossible

out

position

when

desired;

(5)

the

risk

that

adverse

price

movements

instrument

can

result

loss

substantially

greater

than

the

Fund’s

initial

investment

that

instrument

(in

some

cases,

the

potential

loss

unlimited);

(6)

particularly

the

case

privately-negotiated

instruments,

the

risk

that

the

counterparty

will

not

perform

its

obligations,

which

could

leave

the

Fund

worse

off

than

had

not

entered

into

the

position;

and

(7)

the

inability

out

certain

hedged

positions

avoid

adverse

tax

consequences.

General

Market

Risk

—

Overall

market

risks

may

affect

the

value

the

Fund.

Domestic

and

international

factors

such

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

particular

foreign

country,

its

nationals,

businesses,

industries;

and

geopolitical

events,

well

environmental

disasters

such

earthquakes,

fires,

and

floods,

other

catastrophes,

may

add

instability

global

economies

and

markets

generally,

and

may

lead

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

one

country

region

might

adversely

affect

issuers

another

country

region.

The

impact

these

and

other

factors

may

short-term

may

last

for

extended

periods.

Borrowing

and

Interfund

Lending:

Line

Credit:

The

Victory

Funds

Complex

participates

short-term

demand

note

“Line

Credit”

agreement

with

Citibank.

Under

the

agreement

with

Citibank,

the

Victory

Funds

Complex

may

borrow

$600

million,

which

$300

million

committed

and

$300

million

uncommitted.

$40

million

the

Line

Credit

reserved

for

use

the

Victory

Floating

Rate

Fund,

another

series

the

Victory

Funds

Complex,

with

Victory

Floating

Rate

Fund

paying

the

commitment

fees

for

that

amount.

The

purpose

the

Line

Credit

meet

temporary

emergency

cash

needs.

For

the six

months

ended

June

30,

2024,

Citibank

received

annual

commitment

fee

0.15%

$300

million

for

providing

the

Line

Credit.

Each

fund

the

Victory

Funds

Complex

paid

pro-rata

portion

the

commitment

fees

plus

any

interest

amounts

borrowed.

Interest

based

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

25,

2024,

the

agreement

was

renewed

with

termination

date

June

23,

2025,

and

the

annual

commitment

fee

0.15%

remained

unchanged.

Interest

charged

the

Fund

during

the

period,

applicable,

reflected

the

Statement

Operations

under

Line

credit

fees.

The

Fund

had

borrowings

under the

Line

Credit

agreement

during

the

six

months

ended

June

30,

2024.

Interfund

Lending:

The

Trust

and

the

Adviser

rely

exemptive

order

granted

the

SEC

March

2017

(the

“Order”),

permitting

the

establishment

and

operation

Interfund

Lending

Facility

(the

“Facility”).

The

Facility

allows

the

Fund

directly

lend

and

borrow

money

from

any

other

fund

the

Victory

Funds

Complex

that

permitted

participate

the

Facility,

relying

upon

the

Order

rates

beneficial

both

the

borrowing

and

lending

funds.

Advances

under

the

Facility

are

allowed

for

temporary

emergency

purposes,

including

the

meeting

redemption

requests

that

otherwise

might

require

the

untimely

disposition

securities,

and

are

subject

each

Fund’s

borrowing

restrictions.

The

interfund

loan

rate

determined,

specified

the

Order,

averaging

the

current

repurchase

agreement

rate

and

the

current

bank

loan

rate.

Borrower

(as

defined

the

Order),

interest

charged

the

Fund,

any,

during

the

period,

reflected

the

Statement

Operations

under

Interfund

lending

fees.

Lender

(as

defined

the

Order),

interest

earned

the

Fund,

any,

during

the

period,

reflected

the

Statement

Operations

under

Interfund

lending.

The

Fund

did

not

utilize

participate

the

Facility

during

the

six

months

ended

June

30,

2024.

Federal

Income

Tax

Information:

The

Fund

intends

distribute

any

net

investment

income

annually.

Distributable

net

realized

gains,

any,

are

declared

and

paid

least

annually.

The

amounts

dividends

from

net

investment

income

and

distributions

from

net

realized

gains

(collectively,

distributions

shareholders)

are

determined

accordance

with

federal

income

tax

regulations,

which

may

differ

from

GAAP.

the

extent

these

“book/tax”

differences

are

permanent

nature

(e.g.,

net

operating

loss

and

distribution

reclassification),

such

amounts

are

reclassified

within

the

components

net

assets

based

their

federal

tax-basis

treatment;

temporary

differences

(e.g.,

wash

sales)

not

require

reclassification.

the

extent

dividends

and

distributions

exceed

net

investment

income

and

net

realized

gains

for

tax

purposes,

they

are

reported

distributions

capital.

Net

investment

losses

incurred

the

Fund

may

reclassified

offset

capital

the

accompanying

Statement

Assets

and

Liabilities.

The

tax

character

current

year

distributions

paid

and

the

tax

basis

the

current

components

accumulated

earnings

(loss)

will

determined

the

end

the

current

tax

year.

the

tax year

ended December

31,

2023,

the

Fund

had

capital

loss

carryforwards

for

federal

income

tax

purposes.

Supplemental

Information

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Proxy

Voting

and

Portfolio

Holdings

Information

Proxy

Voting:

Information

regarding

the

Fund’s

policies

and

procedures

—

which

describes

how

vote

proxies

relating

portfolio

securities

—

included

the

Fund’s

Statement

Additional

Information

our

website

upon

request

calling

800-539-3863.

The

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

months

ended

June

August

31.

The

proxy

voting

record

available

free

charge

the

SEC

website

at sec.gov and

vcm.com.

Availability

Schedules

Portfolio

Investments:

The

Trust

files

complete

list

Schedules

Portfolio

Investments

with

the

SEC

for

the

first

and

third

quarter

each

fiscal

year

Form

N-PORT-P

and

available

the

SEC’s

website

sec.gov.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VVIF-RS-SPIVIP-SAR

(6/24)

June

30,

2024

Semi-Annual

Report:

Full

Financials

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

vcm.com

News,

Information

And

Education

Hours

Day,

Days

Week

The

Victory

Capital

website

gives

fund

shareholders,

prospective

shareholders,

and

investment

professionals

convenient

way

access

fund

information,

get

guidance,

and

track

fund

performance

anywhere

they

can

access

the

Internet.

The

site

includes:

Detailed

performance

records

Daily

prices

The

latest

fund

news

Investment

resources

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become

better

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section

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investment

professionals

Whether

you’re

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Visit

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We’re

always

open.

TABLE

CONTENTS

Victory

Variable

Insurance

Funds

Schedule

Portfolio

Investments

Financial

Statements

Statement

Assets

and

Liabilities

Statement

Operations

Statements

Changes

Net

Assets

Financial

Highlights

Notes

Financial

Statements

Supplemental

Information

Proxy

Voting

and

Portfolio

Holdings

Information

Call

Victory

at:

800-539-FUND

(800-539-3863)

Visit

our

website

at:

vcm.com

The

Fund

distributed

Victory

Capital

Services,

Inc.

Victory

Capital

Management

Inc.

the

investment

adviser

the

Fund

and

receives

fees

from

the

Fund

for

performing

services

for

the

Fund.

This

report

not

authorized

for

distribution

prospective

investors

unless

preceded

accompanied

current

prospectus

the

Fund.

For

additional

information

about

any

Victory

Fund,

including

fees,

expenses,

and

risks,

view

our

prospectus

online

vcm.com

call

800-539-3863.

Read

carefully

before

you

invest

send

money.

The

information

this

report

based

data

obtained

from

recognized

services

and

sources

and

believed

reliable.

Any

opinions,

projections,

recommendations

this

report

are

subject

change

without

notice

and

are

not

intended

individual

investment

advice.

Past

investment

performance

the

Fund,

markets

securities

mentioned

herein

should

not

considered

indicative

future

results.

NOT

FDIC

INSURED

BANK

GUARANTEE

MAY

LOSE

VALUE

Schedule

Portfolio

Investments

June

30,

2024

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

(Unaudited)

See

notes

financial

statements.

Security

Description

Value

Common

Stocks

(0.0%)

Health

Care

(0.0%):

Covis

Parent

SCA,

Class

(a)

(b)

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

147

—

Covis

Parent

SCA,

Class

(a)

(b)

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

147

—

Covis

Parent

SCA,

Class

(a)

(b)

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

147

—

Covis

Parent

SCA,

Class

(a)

(b)

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

147

—

Covis

Parent

SCA,

Class

(a)

(b)

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

147

—

Total

Common

Stocks

(Cost

$–)

—

Principal

Amount

Senior

Secured

Loans

(17.6%)

Consumer

Discretionary

(5.6%):

Bally's

Corp.,

Term

Facility

Loans,

First

Lien

.57

(

SOFR03M

325

bps

)

10/2/28

(c)

...

248,724

235,823

Carnival

Corp.,

2027

Term

Loan,

First

Lien

.07

(

SOFR01M

275

bps

)

8/9/27

(c)

.......

95,380

95,679

Houghton

Mifflin

Harcourt

Co.,

Term

Loans,

First

Lien

.60

(

SOFR03M

525

bps

)

4/9/29

(c)

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

249,365

236,478

Jo-Ann

Stores

LLC,Term

B-1

Loan,

First

Lien

6/30/28

(d)

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

562

492

Men's

Wearhouse,

Inc.,

Term

Loans,

First

Lien

.84

(

SOFR03M

650

bps

)

2/26/29

(c)

...

95,848

94,890

Petco

Health

and

Wellness

Co.,

Inc.,

Initial

Term

Loans,

First

Lien

.56

(

SOFR03M

325

bps

)

3/3/28

(c)

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

170,353

156,701

The

Michaels

Cos.,

Inc.,

Term

Loans,

First

Lien

.56

(

SOFR03M

425

bps

)

4/17/28

(c)

291,000

260,710

WestJet

Airlines

Ltd.,

Initial

Term

Loan,

First

Lien

.33

(

SOFR01M

300

bps

)

12/11/26

(c)

11,580

11,599

1,092,372

Financials

(5.2%):

Chariot

Buyer

LLC,

Initial

Term

Loans,

First

Lien

.58

(

SOFR01M

325

bps

)

11/3/28

(c)

195,000

194,756

Covis

Pharma

Holdings

SARL,

Dollar

Term

Loans,

First

Lien

.80

(

SOFR03M

650

bps

)

2/4/27

(c)

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

181,456

71,221

Fertitta

Entertainment

LLC,

Initial

Term

Loan,

First

Lien

.08

(

SOFR01M

375

bps

)

1/29/29

(c)

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

246,843

246,999

Hunter

Douglas,

Inc.,

Tranche

B-1

Term

Loans,

First

Lien

.84

(

SOFR03M

350

bps

)

2/25/29

(c)

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

99,492

98,533

Knight

Health

Holdings

LLC,

Term

Loans,

First

Lien

.58

(

SOFR01M

525

bps

)

12/15/28

(c)

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

488,750

226,780

Westjet

Loyalty

LP,

Initial

Term

Loan,

First

Lien

.05

(

SOFR03M

375

bps

)

2/14/31

(c)

...

200,000

200,800

1,039,089

Health

Care

(4.6%):

Amneal

Pharmaceuticals

LLC,

Term

Loan,

First

Lien

.83

(

SOFR01M

550

bps

)

5/4/28

(c)

246,875

248,006

Global

Medical

Response,

Inc.,

2024

Extented

Term

Loan,

First

Lien

.10

(

SOFR03M

475

bps

)

10/31/28

(c)

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

368,498

356,245

LifeScan

Global

Corp.,

Term

Loan,

First

Lien

.83

(

SOFR03M

650

bps

)

12/31/26

(c)

...

302,260

139,290

Radiology

Partners,

Inc.,

Term

First

Lien

.83

(

SOFR03M

350

bps

)

1/31/29

(c)

......

196,020

185,239

928,780

Industrials

(1.6%):

Air

Canada,

Term

Loans,

First

Lien

.85

(

SOFR03M

250

bps

)

3/21/31

(c)

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

149,625

149,671

Cengage

Learning,

Inc.,Term

Loans,

First

Lien

.54

(

SOFR06M

425

bps

)

3/14/31

(c)

109,725

109,931

Cotiviti

Corp.,

Initial

Fixed

Rate

Term

Loans,

First

Lien

5/1/31

(d)

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

75,000

74,563

334,165

Information

Technology

(0.6%):

McAfee

Corp.,Tranche

B-1

Term

Loan,

First

Lien

.58

(

SOFR01M

325

bps

)

3/1/29

(c)

...

125,000

124,708

Total

Senior

Secured

Loans

(Cost

$4,046,447)

3,519,114

Corporate

Bonds

(61.8%)

Communication

Services

(8.5%):

AMC

Networks,

Inc.

.25

1/15/29

Callable

1/15/26

105.13

(e)

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

125,000

123,112

Central

Parent

LLC/CDK

Global

LLC/CDK

Financing

Co.,

Inc.

.00

6/15/29

Callable

6/15/25

104

(e)

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

250,000

253,835

Clear

Channel

Outdoor

Holdings,

Inc.

.88

4/1/30

Callable

10/1/26

103.94

(e)

.......

200,000

201,317

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Principal

Amount

Value

CSC

Holdings

LLC

.75

1/31/29

Callable

1/31/26

105.88

(e)

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

100,000

85,387

.50

2/1/29

Callable

7/15/24

103.25

(e)

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

200,000

146,312

Cumulus

Media

New

Holdings,

Inc.

.00

7/1/29

Callable

8/2/24

100

(e)

...........

181,000

76,925

Frontier

Communications

Holdings

LLC

.88

10/15/27

Callable

8/2/24

102.94

(e)

....

125,000

121,963

Gray

Television,

Inc.

.00

5/15/27

Callable

7/15/24

101.75

(e)

(f)

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

250,000

230,077

.38

11/15/31

Callable

11/15/26

102.69

(e)

(f)

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

125,000

70,947

Sinclair

Television

Group,

Inc.

.50

3/1/30

Callable

12/1/24

102.75

(e)

(f)

..........

250,000

151,547

Univision

Communications,

Inc.

.38

6/30/30

Callable

6/30/25

103.69

(e)

..........

250,000

233,222

1,694,644

Consumer

Discretionary

(18.8%):

Avis

Budget

Car

Rental

LLC/Avis

Budget

Finance,

Inc.

.38

3/1/29

Callable

8/2/24

102.69

(e)

(f)

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

375,000

343,411

Caesars

Entertainment,

Inc.

.13

7/1/27

Callable

7/15/24

102.03

(e)

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

400,000

408,172

.50

2/15/32

Callable

2/15/27

103.25

(e)

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

250,000

251,220

Carnival

Holdings

Bermuda

Ltd.

.38

5/1/28

Callable

5/1/25

105.19

(e)

..........

150,000

162,439

Cinemark

USA,

Inc.

.25

7/15/28

Callable

8/2/24

102.63

(e)

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

250,000

238,842

Hanesbrands,

Inc.

.88

5/15/26

Callable

2/15/26

100

(e)

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

200,000

195,624

.00

2/15/31

Callable

2/15/26

104.5

(e)

(f)

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

250,000

261,974

Hilton

Grand

Vacations

Borrower

Escrow

LLC/Hilton

Grand

Vacations

Borrower

Esc

.63

1/15/32

Callable

1/15/27

103.31

(e)

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

250,000

251,137

Light

Wonder

International,

Inc.

.00

5/15/28

Callable

7/18/24

101.75

(e)

........

475,000

477,413

PetSmart,

Inc./PetSmart

Finance

Corp.

.75

2/15/28

Callable

8/2/24

102.38

(e)

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

125,000

116,106

.75

2/15/29

Callable

8/2/24

103.88

(e)

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

75,000

72,969

Premier

Entertainment

Sub

LLC/Premier

Entertainment

Finance

Corp.

.88

9/1/31

Callable

9/1/26

102.98

(e)

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

250,000

170,303

Scientific

Games

Holdings

LP/Scientific

Games

FinCo,

Inc.

.63

3/1/30

Callable

3/1/25

103.31

(e)

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

250,000

243,703

The

Hertz

Corp.

.00

12/1/29

Callable

12/1/24

102.5

(e)

(f)

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

225,000

137,905

The

Michaels

Cos.,

Inc.

.88

5/1/29

Callable

7/15/24

103.94

(e)

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

125,000

80,904

Wynn

Resorts

Finance

LLC/Wynn

Resorts

Capital

Corp.

.13

2/15/31

Callable

11/15/30

100

(e)

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

350,000

362,901

3,775,023

Consumer

Staples

(1.6%):

B&G

Foods,

Inc.

.25

9/15/27

Callable

8/2/24

101.31

(f)

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

350,000

324,656

Energy

(9.0%):

Antero

Resources

Corp.

.63

2/1/29

Callable

8/2/24

103.81

(e)

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

50,000

51,467

CITGO

Petroleum

Corp.

.00

6/15/25

Callable

8/2/24

100

(e)

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

250,000

250,006

.38

1/15/29

Callable

10/15/25

104.19

(e)

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

500,000

515,377

Comstock

Resources,

Inc.

.75

3/1/29

Callable

7/18/24

103.38

(e)

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

375,000

363,380

Delek

Logistics

Partners

LP/Delek

Logistics

Finance

Corp.

.63

3/15/29

Callable

3/15/26

104.31

(e)

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

125,000

128,754

New

Fortress

Energy,

Inc.

.50

9/30/26

Callable

8/2/24

101.63

(e)

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

250,000

229,045

Permian

Resources

Operating

LLC

.88

7/1/29

Callable

8/2/24

102.94

(e)

..........

120,000

118,312

Talos

Production,

Inc.

.00

2/1/29

Callable

2/1/26

104.5

(e)

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

100,000

104,983

.38

2/1/31

Callable

2/1/27

104.69

(e)

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

50,000

52,794

1,814,118

Financials

(4.2%):

Acrisure

LLC/Acrisure

Finance,

Inc.

.50

11/6/30

Callable

5/15/26

103.75

(e)

.......

200,000

200,437

Arsenal

AIC

Parent

LLC

.00

10/1/30

Callable

10/1/26

104

(e)

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

125,000

131,219

Boost

Newco

Borrower

LLC

.50

1/15/31

Callable

1/15/27

103.75

(e)

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

100,000

104,289

McGraw-Hill

Education,

Inc.

.00

8/1/29

Callable

8/2/24

104

(e)

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

125,000

121,599

NESCO

Holdings

II,

Inc.

.50

4/15/29

Callable

8/2/24

102.75

(e)

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

100,000

92,735

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Principal

Amount

Value

Stagwell

Global

LLC

.63

8/15/29

Callable

8/15/24

102.81

(e)

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

200,000

184,814

835,093

Health

Care

(5.9%):

CHS/Community

Health

Systems,

Inc.

.13

4/1/30

Callable

4/1/25

103.06

(e)

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

200,000

139,512

.25

5/15/30

Callable

5/15/25

102.63

(e)

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

25,000

20,628

LifePoint

Health,

Inc.

.38

1/15/29

Callable

8/2/24

102.69

(e)

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

225,000

197,046

.00

10/15/30

Callable

10/15/26

105.5

(e)

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

150,000

165,326

Organon

Co./Organon

Foreign

Debt

Co.-Issuer

.13

4/30/31

Callable

4/30/26

102.56

(e)

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

250,000

224,466

Radiology

Partners,

Inc.

.78

2/15/30

Callable

8/2/24

100

(e)

(g)

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

315,494

252,265

Team

Health

Holdings,

Inc.

.38

2/1/25

Callable

7/18/24

100

(e)

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

200,000

190,651

1,189,894

Industrials

(7.3%):

American

Airlines,

Inc.

.25

2/15/28

Callable

2/15/25

103.63

(e)

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

125,000

.50

5/15/29

Callable

11/15/25

104.25

(e)

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

100,000

103,919

American

Airlines,

Inc./AAdvantage

Loyalty

Ltd.

.75

4/20/29

(e)

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

150,000

146,170

Chart

Industries,

Inc.

.50

1/1/30

Callable

1/1/26

103.75

(e)

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

100,000

103,499

ITT

Holdings

LLC

.50

8/1/29

Callable

8/2/24

103.25

(e)

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

250,000

226,750

Mileage

Plus

Holdings

LLC/Mileage

Plus

Intellectual

Property

Assets

Ltd.

.50

6/20/27

Callable

8/2/24

101.63

(e)

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

150,000

150,331

Pike

Corp.

.50

9/1/28

Callable

8/2/24

102.75

(e)

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

400,000

383,428

Wabash

National

Corp.

.50

10/15/28

Callable

10/15/24

102.25

(e)

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

100,000

90,071

WESCO

Distribution,

Inc.

.25

6/15/28

Callable

8/2/24

102.42

(e)

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

125,000

127,378

1,456,546

Information

Technology

(4.0%):

Cloud

Software

Group,

Inc.

.50

3/31/29

Callable

9/30/25

103.25

(e)

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

250,000

240,163

.00

9/30/29

Callable

9/30/25

104.5

(e)

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

200,000

193,953

Neptune

Bidco

U.S.,

Inc.

.29

4/15/29

Callable

10/15/25

104.65

(e)

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

375,000

359,039

793,155

Materials

(2.5%):

Ardagh

Packaging

Finance

PLC/Ardagh

Holdings

USA,

Inc.

.25

8/15/27

Callable

8/2/24

101.31

(e)

(f)

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

225,000

138,562

ATI,

Inc.

.13

10/1/31

Callable

10/1/26

102.56

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

125,000

115,382

CVR

Partners

LP/CVR

Nitrogen

Finance

Corp.

.13

6/15/28

Callable

8/2/24

103.06

(e)

250,000

240,285

494,229

Total

Corporate

Bonds

(Cost

$12,800,530)

12,377,358

Yankee

Dollars

(15.6%)

Communication

Services

(2.7%):

Intelsat

Jackson

Holdings

.50

3/15/30

Callable

3/15/25

102

(e)

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

375,000

349,801

Telesat

Canada/Telesat

LLC

.63

12/6/26

Callable

7/18/24

102.81

(e)

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

400,000

184,936

534,737

Consumer

Discretionary

(3.3%):

Carnival

Corp.

.00

5/1/29

Callable

11/1/24

103

(e)

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

150,000

148,152

Royal

Caribbean

Cruises

Ltd.

.25

1/15/30

Callable

12/15/25

103.63

(e)

...........

250,000

258,867

Viking

Ocean

Cruises

Ship

VII

Ltd.

.63

2/15/29

Callable

8/2/24

102.81

(e)

........

250,000

244,526

651,545

Energy

(4.7%):

Northriver

Midstream

Finance

.63

2/15/26

Callable

8/2/24

101.41

(e)

..........

100,000

100,006

Seadrill

Finance

Ltd.

.38

8/1/30

Callable

8/1/26

104.19

(e)

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

250,000

261,259

TechnipFMC

PLC

.50

2/1/26

Callable

8/2/24

101.63

(e)

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

200,000

199,194

Transocean,

Inc.

.00

2/1/27

Callable

7/15/24

102

(e)

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

193,000

192,444

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Principal

Amount

Value

.50

4/15/31

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

200,000

187,176

940,079

Financials

(1.3%):

Diamond

Foreign

Asset

Co./Diamond

Finance

LLC

.50

10/1/30

Callable

10/1/26

104.25

(e)

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

250,000

262,166

Health

Care

(1.0%):

Bausch

Health

Cos.,

Inc.

.13

2/1/27

Callable

8/2/24

103.06

(e)

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

250,000

209,062

Industrials

(1.2%):

Bombardier,

Inc.

.88

4/15/27

Callable

8/2/24

100

(e)

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

82,000

82,257

VistaJet

Malta

Finance

PLC/Vista

Management

Holding,

Inc.

.38

2/1/30

Callable

2/1/25

103.19

(e)

(f)

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

200,000

156,199

238,456

Materials

(1.4%):

INEOS

Finance

PLC

.75

5/15/28

Callable

2/15/25

103.38

(e)

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

75,000

75,266

NOVA

Chemicals

Corp.

.00

2/15/30

Callable

8/15/26

104.5

(e)

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

200,000

211,356

286,622

Total

Yankee

Dollars

(Cost

$3,195,104)

3,122,667

U.S.

Government

Agency

Mortgages

(1.0%)

Federal

Home

Loan

Bank

.29

7/1/24

(h)

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

200,000

199,971

Total

U.S.

Government

Agency

Mortgages

(Cost

$200,000)

199,971

Collateral

for

Securities

Loaned

(8.2%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

.21

(i)

........

412,985

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

.22

(i)

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

412,985

Invesco

Government

Agency

Portfolio,

Institutional

.24

(i)

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

412,985

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

.23

(i)

412,985

Total

Collateral

for

Securities

Loaned

(Cost

$1,651,940)

1,651,940

Total

Investments

(Cost

$21,894,021)

—

104.2%

20,871,050

Liabilities

excess

other

assets

—

(4.2)%

(

842,888

)

NET

ASSETS

100.00%

20,028,162

June

30,

2024,

the

Fund's

investments

foreign

securities

were

17.8%

net

assets.

Purchased

with

cash

collateral

from

securities

loan.

(a)

Non-income

producing

security.

(b)

Security

was

fair

valued

based

upon

procedures

approved

the

Board

Trustees

and

represents

0.0%

net

assets

June

30,

2024.

This

security

classified

Level

within

the

fair

value

hierarchy.

(See

Note

the

Notes

Financial

Statements)

(c)

Variable

Floating-Rate

Security.

Rate

disclosed

June

30,

2024.

(d)

The

rates

for

this

senior

secured

loan

will

known

settlement

date

the

loan,

subsequent

this

report

date.

Senior

secured

loans

have

rates

that

will

fluctuate

over

time

line

with

prevailing

interest

rates.

(e)

Rule

144A

security

other

security

that

restricted

resale

institutional

investors.

June

30,

2024,

the

fair

value

these

securities

was

$14,872,810

and

amounted

74.3%

net

assets.

(f)

All

portion

this

security

loan.

(g)

All

the

coupon

PIK.

(h)

Rate

represents

the

effective

yield

June

30,

2024.

(i)

Rate

disclosed

the

daily

yield

June

30,

2024.

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

bps

—

Basis

points

LLC

—

Limited

Liability

Company

—

Limited

Partnership

PIK

—

Payment-in-Kind

PLC

—

Public

Limited

Company

SOFR

—

Secured

Overnight

Financing

Rate

SOFR01M

—

Month

SOFR,

rate

disclosed

June

30,

2024.

SOFR03M

—

Month

SOFR,

rate

disclosed

June

30,

2024.

SOFR06M

—

Month

SOFR,

rate

disclosed

June

30,

2024.

Statement

Assets

and

Liabilities

June

30,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

(Unaudited)

Victory

High

Yield

VIP

Series

Assets:

Investments,

value

(Cost

$21,894,021)

20,871,050‌

(a)

Cash

411,313‌

Receivables:

Interest

and

dividends

386,185‌

Investments

sold

199,024‌

From

Adviser

5,871‌

Prepaid

expenses

124‌

Total

Assets

21,873,567‌

Liabilities:

Payables:

Collateral

received

loaned

securities

1,651,940‌

Investments

purchased

125,000‌

Capital

redeemed

37,003‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

9,945‌

Administration

fees

907‌

Custodian

fees

1,648‌

Transfer

agent

fees

9‌

Sub-Transfer

agent

fees

4,842‌

Compliance

fees

14‌

Other

accrued

expenses

14,097‌

Total

Liabilities

1,845,405‌

Commitments

and

contingencies

(Note

)

Net

Assets:

Capital

24,869,271‌

Total

accumulated

earnings

(loss)

(

4,841,109‌

)

Net

Assets

20,028,162‌

(unlimited

authorized

with

par

value

$0.001

per

share):

3,181,446‌

Net

asset

value:

.30‌

(a)

Includes

$1,571,267

securities

loan.

Statement

Operations

For

the

Six

Months

Ended

June

30,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

(Unaudited)

Victory

High

Yield

VIP

Series

Investment

Income:

Dividends

1,533

Interest

892,761

Securities

lending

(net

fees)

16,255

Total

Income

910,549

Expenses:

Investment

advisory

fees

62,243

Administration

fees

5,526

Sub-Administration

fees

9,169

Custodian

fees

5,199

Transfer

agent

fees

105

Sub-Transfer

agent

fees

9,013

Trustees'

fees

1,427

Compliance

fees

Legal

and

audit

fees

7,586

Interest

fees

389

Other

expenses

7,732

Total

Expenses

108,482

Expenses

waived/reimbursed

Adviser

(

15,797

)

Net

Expenses

92,685

Net

Investment

Income

(Loss)

817,864

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

(

563,076

)

Net

change

unrealized

appreciation/depreciation

investment

securities

461,938

Net

realized/unrealized

gains

(losses)

investments

(

101,138

)

Change

net

assets

resulting

from

operations

716,726

Victory

Variable

Insurance

Funds

Statements

Changes

Net

Assets

See

notes

financial

statements.

Victory

High

Yield

VIP

Series

Six

Months

Ended

June

30,

2024

(Unaudited)

Year

Ended

December

31,

2023

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

817,864

1,731,032

Net

realized

gains

(losses)

(

563,076

)

(

2,214,109

)

Net

change

unrealized

appreciation/depreciation

461,938

2,839,257

Change

net

assets

resulting

from

operations

716,726

2,356,180

Change

net

assets

resulting

from

distributions

shareholders

—

(

1,670,342

)

Change

net

assets

resulting

from

capital

transactions

(

2,022,748

)

(

1,490,405

)

Change

net

assets

(

1,306,022

)

(

804,567

)

Net

Assets:

Beginning

period

21,334,184

22,138,751

End

period

20,028,162

21,334,184

Capital

Transactions:

Proceeds

from

issued

1,122,465

1,116,442

Distributions

reinvested

—

1,670,342

Cost

redeemed

(

3,145,213

)

(

4,277,189

)

Change

net

assets

resulting

from

capital

transactions

(

2,022,748

)

(

1,490,405

)

Transactions:

Issued

182,157

179,407

Reinvested

—

275,634

Redeemed

(

507,825

)

(

688,700

)

Change

(

325,668

)

(

233,659

)

Victory

Variable

Insurance

Funds

Financial

Highlights

For

Outstanding

Throughout

Each

Period

See

notes

financial

statements.

Victory

High

Yield

VIP

Series

Six

Months

Ended

June

30,

2024

(Unaudited)

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

Period

$6.08

$5.92

$7.40

$7.42

$7.36

$6.84

Investment

Activities:

Net

investment

income

(loss)(a)

0.24

0.49

0.44

0.40

0.44

0.47

Net

realized

and

unrealized

gains

(losses)

(0.02)

0.18

(1.44)

0.03

0.14

0.62

Total

from

Investment

Activities

0.22

0.67

(1.00)

0.43

0.58

1.09

Distributions

Shareholders

from:

Net

investment

income

—

(0.51)

(0.48)

(0.45)

(0.52)

(0.57)

Total

Distributions

—

(0.51)

(0.48)

(0.45)

(0.52)

(0.57)

Net

Asset

Value,

End

Period

$6.30

$6.08

$5.92

$7.40

$7.42

$7.36

Total

Return(b)(c)(d)

3.45%

11.41%

(13.55)%

5.85%

7.92%

15.89%

Ratios

Average

Net

Assets:

Net

Expenses(e)(f)

0.89%

Net

Investment

Income

(Loss)(e)

7.89%

7.88%

6.55%

5.21%

6.10%

6.22%

Gross

Expenses(e)(f)

1.05%

1.02%

1.01%

0.99%

1.04%

0.99%

Supplemental

Data:

Net

Assets

end

period

(000's)

$20,028

$21,334

$22,139

$30,016

$30,119

$30,739

Portfolio

Turnover(b)

32%

52%

42%

75%

91%

60%

(a)

Per

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

method.

(b)

Not

annualized

for

periods

less

than

one

year.

(c)

Assumes

reinvestment

all

net

investment

income

and

realized

capital

gain

distributions,

any,

during

the

period.

Includes

adjustments

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Total

returns

not

reflect

the

effects

charges

deducted

pursuant

the

terms

The

Guardian

Insurance

Annuity

Company,

Inc.'s

variable

contracts.

Inclusion

such

charges

would

reduce

the

total

returns

for

all

periods

shown.

(e)

Annualized

for

periods

less

than

one

year.

(f)

Does

not

include

acquired

fund

fees

and

expenses,

any.

Notes

Financial

Statements

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Organization:

Victory

Variable

Insurance

Funds

(the

“Trust”)

organized

Delaware

statutory

trust

and the

Trust

registered

under

the

Investment

Company

Act

1940,

amended

(the

“1940

Act”),

open-end

investment

company.

The

Trust

comprised

of six

funds

and

authorized

issue

unlimited

number

shares,

which

are

units

beneficial

interest

with

par

value

$0.001

per

share.

The

accompanying

financial

statements

are

those

of Victory

High

Yield

VIP

Series

(the

“Fund”),

series

the

Trust.

The

Fund offers

single

class

Class

The

Fund’s

are

only

available

for

purchase

certain

separate

accounts

insurance

companies

investments

for

certain

variable

annuity

plans

and

variable

life

insurance

contracts

issued

those

insurance

companies.

The

Fund

classified

diversified

under

the

1940

Act.

Victory

Capital

Management

Inc.

(“VCM”

the

“Adviser”)

indirect

wholly

owned

subsidiary

Victory

Capital

Holdings,

Inc.,

publicly

traded

Delaware

corporation,

and

wholly

owned

direct

subsidiary

Victory

Capital

Operating,

LLC.

Under

the

Trust’s

organizational

documents,

its

officers

and

trustees

are

indemnified

against

certain

liabilities

arising

out

the

performance

their

duties

the

Fund.

addition,

the

normal

course

business,

the

Fund

enters

into

contracts

with

its

vendors

and

others

that

provide

for

general

indemnifications.

The

Fund’s

maximum

exposure

under

these

arrangements

unknown,

this

would

involve

future

claims

that

may

made

against

the

Fund.

However,

based

experience,

the

Fund

expects

that

risk

loss

remote.

Significant

Accounting

Policies:

The

following

summary

significant

accounting

policies

followed

the Fund

the

preparation

its

financial

statements.

The

policies

are

conformity

with

U.S.

Generally

Accepted

Accounting

Principles

(“GAAP”).

The

preparation

financial

statements

accordance

with

GAAP

requires

the

Adviser

make

estimates

and

assumptions

that

affect

the

reported

amounts

assets

and

liabilities

and

disclosure

contingent

assets

and

liabilities

the

date

the

financial

statements

and

the

reported

amounts

income

and

expenses

for

the

period.

Actual

results

could

differ

from

those

estimates.

The

Fund

follows

the

specialized

accounting

and

reporting

requirements

under

GAAP

that

are

applicable

investment

companies

under

Accounting

Standards

Codification

Topic

946.

Investment

Valuation:

The

Fund

records

investments

fair

value.

Fair

value

defined

the

price

that

would

received

to sell

an asset

paid

transfer

liability

orderly

transaction

between

market

participants

the

measurement

date.

The

valuation

techniques

described

below

maximize

the

use

observable

inputs

and

minimize

the

use

unobservable

inputs

determining

fair

value.

The

inputs

used

for

valuing

the

Fund’s

investments

are

summarized

the

three

broad

levels

listed

below:

Level

—

quoted

prices

(unadjusted)

active

markets

for

identical

securities

Level

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

credit

spreads,

applicable

those

securities,

etc.)

Level

—

significant

unobservable

inputs

(including

the

Adviser’s

assumptions

determining

the

fair

value

investments)

Changes

valuation

techniques

may

result

transfers

out

assigned

level

within

the

disclosure

hierarchy.

The

inputs

methodologies

used

for

valuation

techniques

are

not

necessarily

indication

the

risks

associated

with

entering

into

those

investments.

The Adviser,

appointed

the

valuation

designee

by the

Trust's

Board

Trustees

(the

“Board”),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

Board

oversight,

the

Committee

administers

and

oversees

the

Fund’s

valuation

policies

and

procedures,

which

are

approved

the

Board.

Portfolio

securities

listed

traded

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”),

are

valued

the

last

sale

price

the

exchange

system

where

the

security

principally

traded,

available,

the

Nasdaq

Official

Closing

Price.

there

have

been

sales

for

that

day

the

exchange

system,

then

security

valued

the

closing bid

quotation

the

exchange

system

where

the

security

principally

traded.

each

these

situations,

valuations

are

typically

categorized

Level

the

fair

value

hierarchy.

Investments

open-end

investment

companies,

other

than

ETFs, are

valued

at their

net

asset

value

(“NAV”).

These

valuations

are

typically

categorized

Level

1 in

the

fair

value

hierarchy.

Debt

securities

are

valued

each

business

day

pricing

service

approved

the

valuation

designee

and

subject

the

oversight

the

Board.

The

pricing

service

uses

the

evaluated

bid

or market

quotes to

value

securities.

Debt

obligations

maturing

within

days

may

valued

amortized

cost,

provided

that

the

amortized

cost

represents

the

fair

value

such

securities.

These

valuations

are

typically

categorized

Level

the

fair

value

hierarchy.

the

event

that

price

quotations

valuations

are

not

readily

available,

investments

are

valued

fair

value

accordance

with

procedures

established

and

under

the

general

supervision

and

responsibility

the

Board.

These

valuations

are

typically

categorized

Level

the

fair

value

hierarchy,

based

the

observability

inputs

used

determine

the

fair

value.

The

effect

fair

value

pricing

that

securities

may

not

priced

the

basis

quotations

from

the

primary

market

which

they

are

traded

and

the

actual

price

realized

from

the

sale

security

may

differ

materially

from

the

fair

value

price.

Valuing

these

securities

fair

value

intended

cause

the

Fund’s

NAV to

reliable

than

otherwise

would

be.

summary

the

valuations

June

30,

2024, based

upon

the

three

levels

defined

above,

included

the

table

below

while

the

breakdown,

category,

investments

disclosed

the

Schedule

Portfolio

Investments:

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

of June

30,

2024,

there

were

significant

transfers

into/out

Level

Investment

Companies:

Open-End

Funds:

The

Fund

may

invest

portfolios

open-end

investment

companies.

These

investment

companies

value

securities

their

portfolios

for

which

market

quotations

are

readily

available

their

market

values

(generally

the

last

reported

sale

price)

and

all

other

securities

and

assets

their

fair

value

the

methods

established

the

board

directors

the

underlying

funds.

Loans:

Floating

rate

loans

which

the

Fund

invests

are

primarily

“senior”

loans.

Senior

floating

rate

loans

typically

hold

senior

position

the

capital

structure

the

borrower,

are

typically

secured

specific

collateral,

and

have

claim

the

assets

and/or

stock

the

borrower

that

senior

that

held

subordinated

debtholders

and

stockholders

the

borrower.

While

these

protections

may

reduce

risk,

these

investments

still

present

significant

credit

risk.

significant

portion

the

Fund’s

floating

rate

investments

may

issued

connection

with

highly

leveraged

transactions

such

leveraged

buyouts,

leveraged

recapitalization

loans,

and

other

types

acquisition

financing.

Obligations

these

types

transactions

are

subject

greater

credit

risk

(including

default

and

bankruptcy)

than

many

other

investments

and

may

be,

become,

illiquid.

See

note

regarding

below-investment-grade

securities.

The

Fund

may

purchase

second

lien

loans

(secured

loans

with

claim

collateral

subordinate

senior

lender’s

claim

such

collateral),

fixed

rate

loans,

unsecured

loans,

and

other

debt

obligations.

Transactions

loans

often

settle

delayed

basis,

and

the

Fund

may

not

receive

the

proceeds

from

the

sale

loan

pay

for

loan

purchase

for

substantial

period

time

after

entering

into

the

transactions.

Below-Investment-Grade

Securities:

The

Fund

may

invest in

below-investment-grade

securities

(i.e.,

lower-quality,

“junk”

debt),

which

are

subject

various

risks.

Lower-quality

debt

considered

speculative

because

less

certain

that

the

issuer

will

able

pay

interest

repay

the

principal

than

the

case

investment-grade

debt.

These

securities

can

involve

substantially

greater

risk

default

than

higher-rated

securities,

and

their

values

can

decline

significantly

over

short

periods

time.

Lower-quality

debt

securities

tend

sensitive

adverse

news

about

their

issuers,

the

market

and

the

economy

general,

than

higher-quality

debt

securities.

The

market

for

these

securities

can

less

liquid,

especially

during

periods

recession

general

market

decline.

Investment

Transactions

and

Income:

Changes

holdings

investments

are

accounted

for

later

than

one

business

day

following

the

trade

date.

For

financial

reporting

purposes,

however,

investment

transactions

are

accounted

for

trade

date

the

last

business

day

the

reporting

period.

Interest

income

determined

the

basis

coupon

interest

accrued

and recorded

daily

using

the

effective

interest

method

which

adjusts,

where

applicable,

the

amortization

premiums

accretion

discounts. Dividend

income

recorded

the

ex-dividend

date.

Non-cash

dividends

included

income,

any,

are

recorded

the

fair

value

the

securities

received. Gains

losses

realized

sales

securities

are

recorded

the

identified

cost

basis. Paydown

gains

losses

applicable

securities,

any,

are

recorded

components

Interest

income

the

Statement

Operations.

The Fund

may

receive

other

income

from

investments

loan

assignments

and/or

unfunded

commitments,

including

amendment

fees,

consent

fees,

and

commitment

fees.

These

fees

are

recorded

income

when

received.

These

amounts,

received,

are

included

Interest

income

the

Statement

Operations.

Securities

Lending:

The

Fund,

through

Securities

Lending

Agreement

with

Citibank,

N.A.

(“Citibank”),

may

lend

its

securities

qualified

financial

institutions,

such

certain

broker-dealers

and

banks,

earn

additional

income,

net

income

retained

Citibank.

Borrowers

are

required

initially

secure

their

loans

for

collateral

the

amount

least

102%

the

value

U.S.

securities

loaned

least

105%

the

value

non-U.S.

securities

loaned,

marked-to-market

daily.

Any

collateral

shortfalls

associated

with

increases

the

valuation

the

securities

loaned

are

generally

cured

the

business

day.

The

collateral

can

received

the

form

cash

collateral

and/or

non-cash

collateral.

Non-cash

collateral

can

include

Level

Total

Victory

High

Yield

VIP

Series

Common

Stocks

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

—

—(a)

Senior

Secured

Loans

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

—

3,519,114

—

3,519,114

Corporate

Bonds

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

—

12,377,358

—

12,377,358

Yankee

Dollars

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

—

3,122,667

—

3,122,667

U.S.

Government

Agency

Mortgages

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

—

199,971

—

199,971

Collateral

for

Securities

Loaned

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

1,651,940

—

1,651,940

Total

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

1,651,940

19,219,110

—(a)

20,871,050

(a)

Zero

market

value

security.

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

U.S.

Government

Securities

and

other

securities

permitted

by Securities

and

Exchange

Commission

(“SEC”)

guidelines.

The

cash

collateral

invested

short-term

instruments

cash

equivalents,

primarily

open-end

investment

companies,

noted

the

Fund’s

Schedule

Portfolio

Investments.

The

Fund

effectively

does

not

have

control

the

non-cash

collateral

and

therefore

not

disclosed

the

Fund’s

Schedule

Portfolio

Investments.

Collateral

requirements

are

determined

daily

based

the

value

the

Fund’s

securities

loan

the

end

the

prior

business

day.

During

the

time

portfolio

securities

are

loan,

the

borrower

will

pay

the

Fund

any

dividends

interest

paid

such

securities

plus

any

fee

negotiated

between

the

parties

the

lending

agreement.

The

Fund

also

earns

return

from

the

collateral.

The

Fund

pays

Citibank

various

fees

connection

with

the

investment

cash

collateral

and

fees

based

the

investment

income

received

from

securities

lending

activities.

Securities

lending

income

(net

these

fees)

disclosed

the

Statement

Operations.

Loans

are

terminable

upon

demand

and

the

borrower

must

return

the

loaned

securities

within

the

lesser

one

standard

settlement

period

five

business

days.

Although

risk

mitigated

the

collateral,

the

Fund

could

experience

delay

recovering

its

securities

and

possible

loss

income

value

the

borrower

fails

return

them.

addition,

there

risk

that

the

value

the

short-term

investments

will

less

than

the

amount

cash

collateral

required

returned

the

borrower.

The

Fund’s

agreement

with

Citibank

does

not

include

master

netting

provisions.

Non-cash

collateral

received

the

Fund

may

not

sold

repledged,

except

satisfy

borrower

default.

The

following

table

summary

the

Fund’s

securities

lending

transactions

June

30,

2024.

Federal

Income

Taxes:

The

Fund

intends

continue

qualify

regulated

investment

company

complying

with

the

provisions

available

certain

investment

companies,

defined

applicable

sections

the

Internal

Revenue

Code,

and

make

distributions

net

investment

income

and

net

realized

gains

sufficient

relieve

from

all,

substantially

all,

federal

income

taxes.

Accordingly,

provision

for

federal

income

taxes

required

the

financial

statements.

The

Fund

has

tax

year

end

of December

31.

For

the

six

months

ended

June

30,

2024,

the

Fund

did

not

incur

any

income

tax,

interest,

penalties,

and

has

recorded

liability

for

net

unrecognized

tax

benefits

relating

uncertain

tax

positions.

Management

the

Fund

has

reviewed

tax

positions

taken

tax

years

that

remain

subject

examination

all

major

tax

jurisdictions,

including

federal

(i.e.,

the

last

four

tax

years,

which

includes

the

current

fiscal

tax

year

end).

Management

believes

that

there

tax

liability

resulting

from

unrecognized

tax

benefits

uncertain

tax

positions

taken.

Allocations:

Expenses

directly

attributable

to the

Fund

are

charged

to the

Fund,

while

expenses

that

are

attributable

than

one

fund

the

Trust,

jointly

with

affiliated

trust,

are

allocated

among

the

respective

funds

the

Trust

and/or

affiliated

trust

based

upon

net

assets

another

appropriate

basis.

Fees

Paid

Indirectly:

Expense

offsets

custody

fees

that

arise

from

credits

cash

balances

maintained

deposit

are

reflected

the

Statement

Operations,

applicable,

Fees

paid

indirectly.

Purchases

and

Sales:

Purchases

and sales

securities

(excluding

securities

maturing

less

than

one

year

from

acquisition)

for

the

six

months

ended

June

30,

2024,

were

follows:

Fees

and

Transactions

with

Affiliates

and

Parties:

Investment

Advisory

Fees:

Investment

advisory

services

are

provided

the

Fund

the

Adviser,

which

New

York

corporation

registered

investment

adviser

with

the

SEC.

Under

the

terms

the

Investment

Advisory

Agreement,

the

Adviser

entitled

receive

fees

accrued

daily

and

paid

monthly

annualized

rate

0.60%

the

Fund’s

average

daily

net

assets.

Amounts

incurred

and

paid

VCM

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Investment

advisory

fees.

Value

Securities

Loan

Non-Cash

Collateral

Cash

Collateral

Victory

High

Yield

VIP

Series

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

1,571,267

—

1,651,940

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

High

Yield

VIP

Series

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

6,415,916

7,378,366

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

VCM

has

entered

into

Sub-Advisory

Agreement

with

Park

Avenue

Institutional

Advisers

LLC

(“Park

Avenue”)

with

respect

the

Fund.

Park

Avenue

responsible

for

providing

day-to-day

investment

advisory

services

the

Fund,

subject

the

oversight

the

Board.

Sub-investment

advisory

fees,

which

are

paid

VCM

Park

Avenue,

not

represent

separate

additional

expense

the

Fund.

Administration

and

Servicing

Fees:

VCM

also

serves

the

Fund’s

administrator

and

fund

accountant.

Under

the Administration

and

Fund

Accounting

Agreement,

VCM

paid

administration

fee

based

percentage

the

average

daily

net

assets

the

Trust,

Victory

Portfolios

and

Victory

Portfolios

II.

The

tiered

rates

which

VCM

paid

the

Funds

are

shown

the

table

below:

Amounts

incurred

for

the

six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

affiliate

Citibank,

acts

sub-administrator

and

sub-fund

accountant

the

Fund

pursuant

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

fee

for

providing

these

services.

The Fund

reimburses

VCM

and

Citi

for

out-of-pocket

expenses

incurred

providing

these

services

and

certain

other

expenses

specifically

allocated

the

Fund.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Sub-Administration

fees.

The

Fund

(as

part

the

Trust)

has

entered

into

agreement

with

the

Adviser

provide

compliance

services,

pursuant

which

the

Adviser

furnishes

its

compliance

personnel,

including

the

services

the

Chief

Compliance

Officer

(“CCO”),

and

other

resources

reasonably

necessary

provide

the

Trust

with

compliance

oversight

services

the

design,

administration,

and

oversight

compliance

program

for

the

Trust

accordance

with

Rule

38a-1

under

the

1940

Act.

The

CCO

employee

the

Adviser,

which

pays

the

compensation

the

CCO

and

support

staff.

The

funds

the

Trust,

Victory

Portfolios,

Victory

Portfolios

and

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Compliance

fees.

Transfer

Agency

Fees:

FIS

Investor

Services,

LLC

(“FIS”)

serves

the

Fund’s

transfer

agent.

Under

the

Transfer

Agent

Agreement,

the

Trust

pays

FIS

fee

for

its

services

and

reimburses

FIS

for

all

their

reasonable

out-of-pocket

expenses

incurred

providing

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Transfer

agent

fees.

Sub-Transfer

Agency

Fees:

The

Fund

has

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

customers

the

intermediaries

that

hold

positions

the

Fund

and

has

agreed

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Fund

primarily

through

the

use

omnibus

accounts

behalf

their

customers

who

hold

positions

the

Fund.

These

services

would

have

been

provided

the

Fund’s

transfer

agent

and

other

service

providers

the

shareholders’

accounts

were

maintained

directly

the

Fund’s

transfer

agent.

Amounts

incurred

for

the

six

months ended

June

30,

2024,

are

reflected

the

Statement

Operations

Sub-Transfer

agent

fees.

Distributor/Underwriting

Services:

Victory

Capital

Services,

Inc.

(the

“Distributor”),

affiliate

the

Adviser,

serves

Distributor

for

the

continuous

offering

the

Fund

pursuant

Distribution

Agreement

between

the

Distributor

and

the

Trust,

and

receives

fee

other

compensation

for

these

services.

Other

Fees:

Citibank

serves

the

Fund’s

custodian.

The

Fund

pays

Citibank

fee

for

providing

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Custodian

fees.

Sidley

Austin

LLP

provides

legal

services

the

Trust.

The

Adviser

has

entered

into

expense

limitation

agreement

with the Trust

until

least

April

30,

2025.

Under

the

terms

the

agreement,

the

Adviser

has

agreed

waive

fees

reimburse

certain

expenses

the

extent

that

ordinary

operating

expenses

incurred

any

fiscal

year

exceed

the

expense limit

of the

Fund.

Such

excess

amounts

will

the

liability

the

Adviser. Acquired

fund

fees

and

expenses,

interest,

taxes,

brokerage

commissions,

other

expenditures which

are

capitalized

accordance

with

GAAP,

and

other

extraordinary

expenses

not

incurred

the

ordinary

course

of the

Fund’s

business

are

excluded

from

the

expense

limit.

June

30,

2024,

the

expense

limit (excluding

voluntary

waivers) was:

Under

the

terms

the

expense

limitation

agreement,

amended February

27,

2024, the

Fund

has

agreed

repay

fees

and

expenses

that

were

waived

reimbursed

the

Adviser

for

period

three

years

(thirty-six

(36)

months)

after

the

waiver

reimbursement

took

Net

Assets

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

effect

until

April

30,

2025

Victory

High

Yield

VIP

Series

0.89%

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

place,

subject

the

lesser

any

operating

expense limits

effect

the

time

of:

(a)

the

original

waiver

expense

reimbursement;

(b)

the

recoupment,

after

giving

effect

the

recoupment

amount.

The

Fund

has

not

recorded

any

amounts

available

repaid

the

Adviser

commitment

and

contingency

liability

due

assessment

that

such

repayments

are

not

probable

June

30,

2024.

of June

30,

2024,

the

following amounts

are

available

repaid

the

Adviser:

The

Adviser

may

voluntarily

waive

reimburse

additional

fees

assist

the

Fund

maintaining

competitive

expense

ratios.

Voluntary

waivers

and

reimbursements

applicable

the

Fund are

not

available

recouped

future

time.

There

were

voluntary

waivers

reimbursements

for

the six

months

ended

June

30,

2024.

Certain

officers

and/or

interested

trustees

the

Fund

are

also

officers

and/or

employees

the

Adviser,

administrator,

fund

accountant,

sub-

administrator,

sub-fund

accountant,

custodian,

legal

counsel,

and

Distributor.

Risks:

The

Fund

may

subject

other

risks

addition

these

identified

risks.

Debt

Securities

Risk

—

The

value

debt

security

other

income-producing

security

changes

response

various

factors,

including,

for

example,

market-related

factors

(such

changes

interest

rates

changes

the

risk

appetite

investors

generally)

and

changes

the

actual

perceived

ability

the

issuer

(or

issuers

generally)

meet

its

(or

their)

obligations.

Other

factors

that

may

affect

the

value

debt

securities,

include,

among

others,

public

health

crises

and

responses

governments

and

companies

such

crises.

These

and

other

events

may

affect

the

creditworthiness

the

issuer

debt

security

and

may

impair

issuer’s

ability

timely

meet

its

debt

obligations

they

come

due.

General

Market

Risk

—

Overall

market

risks

may

affect

the

value

the

Fund.

Domestic

and

international

factors

such

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

particular

foreign

country,

its

nationals,

businesses,

industries;

and

geopolitical

events,

well

environmental

disasters

such

earthquakes,

fires,

and

floods,

other

catastrophes,

may

add

instability

global

economies

and

markets

generally,

and

may

lead

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

one

country

region

might

adversely

affect

issuers

another

country

region.

The

impact

these

and

other

factors

may

short-term

may

last

for

extended

periods.

High-Yield/Junk

Bond

Risk

—

Lower-quality

debt

securities

can

involve

substantially

greater

risk

default

than

higher

quality

debt

securities,

and

their

values

can

decline

significantly

over

short

and

longer

periods

time.

Lower-quality

debt

securities

tend

sensitive

adverse

news

about

the

issuer,

the

market

economy

general.

Floating

Rate

Loan

Risk

—

Investments

floating

rate

loans

are

generally

subject

the

same

risks

investments

other

types

debt

securities,

including,

many

cases,

investments

high-yield/junk

bonds.

There

may

limited

public

information

available

regarding

the

loan.

They

may

difficult

value

and

may

illiquid.

The

receipt

principal

and

interest

some

loans

may

subject

the

credit

risk

financial

institution

that

issues

administers

the

loan.

certain

circumstances,

the

Fund

may

not

have

the

same

protections

available

investors

under

the

federal

securities

laws.

times

unusual

adverse

market,

economic

political

conditions,

floating

rate

loans

may

experience

higher

than

normal

default

rates.

the

event

recession

serious

credit

event,

among

other

eventualities,

the

value

the

Fund’s

investments

floating

rate

loans

are

likely

decline.

Transactions

loans

often

settle

delayed

basis,

and

the

Fund

may

not

receive

the

proceeds

from

the

sale

loan

for

substantial

period

time

after

the

sale.

The

secondary

market

for

floating

rate

loans

limited

and,

thus,

the

Fund’s

ability

sell

realize

the

full

value

its

investment

these

loans

reinvest

sale

proceeds

meet

redemption

obligations

may

impaired.

Borrowing

and

Interfund

Lending:

Line

Credit:

The

Victory

Funds

Complex

participates

short-term

demand

note

“Line

Credit”

agreement

with

Citibank.

Under

the

agreement

with

Citibank,

the

Victory

Funds

Complex

may

borrow

$600

million,

which

$300

million

committed

and

$300

million

uncommitted.

$40

million

the

Line

Credit

reserved

for

use

the

Victory

Floating

Rate

Fund,

another

series

the

Victory

Funds

Complex,

with

Victory

Floating

Rate

Fund

paying

the

commitment

fees

for

that

amount.

The

purpose

the

Line

Credit

meet

temporary

emergency

cash

needs.

For

the six

months

ended

June

30,

2024,

Citibank

received

annual

commitment

fee

0.15%

$300

million

for

providing

the

Line

Credit.

Each

fund

the

Victory

Funds

Complex

paid

pro-rata

portion

the

commitment

fees

plus

any

interest

amounts

borrowed.

Interest

based

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

25,

2024,

the

agreement

was

renewed

with

termination

date

June

23,

2025,

and

the

annual

commitment

fee

0.15%

remained

unchanged.

Interest

charged

the

Fund

during

the

period,

applicable,

reflected

the

Statement

Operations

under

Line

credit

fees.

The

Fund

had

borrowings

under the

Line

Credit

agreement

during

the

six

months

ended

June

30,

2024.

Expires

2024

Expires

2025

Expires

2026

Expires

2027

Total

Victory

High

Yield

VIP

Series

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

14,502

30,665

28,181

15,797

89,145

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Interfund

Lending:

The

Trust

and

the

Adviser

rely

exemptive

order

granted

the

SEC

March

2017

(the

“Order”),

permitting

the

establishment

and

operation

Interfund

Lending

Facility

(the

“Facility”).

The

Facility

allows

the

Fund

directly

lend

and

borrow

money

from

any

other

fund

the

Victory

Funds

Complex

that

permitted

participate

the

Facility,

relying

upon

the

Order

rates

beneficial

both

the

borrowing

and

lending

funds.

Advances

under

the

Facility

are

allowed

for

temporary

emergency

purposes,

including

the

meeting

redemption

requests

that

otherwise

might

require

the

untimely

disposition

securities,

and

are

subject

each

Fund’s

borrowing

restrictions.

The

interfund

loan

rate

determined,

specified

the

Order,

averaging

the

current

repurchase

agreement

rate

and

the

current

bank

loan

rate.

Borrower

(as

defined

the

Order),

interest

charged

the

Fund,

any,

during

the

period,

reflected

the

Statement

Operations

under

Interfund

lending

fees.

Lender

(as

defined

the

Order),

interest

earned

the

Fund,

any,

during

the

period,

reflected

the

Statement

Operations

under

Interfund

lending.

The

Fund

did

not

utilize

participate

the

Facility

during

the

six

months

ended

June

30,

2024.

Federal

Income

Tax

Information:

The

Fund

intends

distribute

any

net

investment

income

annually.

Distributable

net

realized

gains,

any,

are

declared

and

paid

least

annually.

The

amounts

dividends

from

net

investment

income

and

distributions

from

net

realized

gains

(collectively,

distributions

shareholders)

are

determined

accordance

with

federal

income

tax

regulations,

which

may

differ

from

GAAP.

the

extent

these

“book/tax”

differences

are

permanent

nature

(e.g.,

net

operating

loss

and

distribution

reclassification),

such

amounts

are

reclassified

within

the

components

net

assets

based

their

federal

tax-basis

treatment;

temporary

differences

(e.g.,

wash

sales)

not

require

reclassification.

the

extent

dividends

and

distributions

exceed

net

investment

income

and

net

realized

gains

for

tax

purposes,

they

are

reported

distributions

capital.

Net

investment

losses

incurred

the

Fund

may

reclassified

offset

capital

the

accompanying

Statement

Assets

and

Liabilities.

The

tax

character

current

year

distributions

paid

and

the

tax

basis

the

current

components

accumulated

earnings

(loss)

will

determined

the

end

the

current

tax

year.

the

tax

year

ended December

31,

2023,

the

Fund

had

net

capital

loss

carryforwards as shown

the

table

below.

unlikely

that

the

Board

will

authorize

distribution

capital

gains

realized

the

future

until

the

capital

loss

carryforwards

have

been

used:

Short-Term

Amount

Long-Term

Amount

Total

Victory

High

Yield

VIP

Series

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

(671,606)

(5,149,795)

(5,821,401)

Supplemental

Information

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Proxy

Voting

and

Portfolio

Holdings

Information

Proxy

Voting:

Information

regarding

the

Fund’s

policies

and

procedures

—

which

describes

how

vote

proxies

relating

portfolio

securities

—

included

the

Fund’s

Statement

Additional

Information

our

website

upon

request

calling

800-539-3863.

The

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

months

ended

June

August

31.

The

proxy

voting

record

available

free

charge

the

SEC

website

at sec.gov and

vcm.com.

Availability

Schedules

Portfolio

Investments:

The

Trust

files

complete

list

Schedules

Portfolio

Investments

with

the

SEC

for

the

first

and

third

quarter

each

fiscal

year

Form

N-PORT-P

and

available

the

SEC’s

website

sec.gov.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VVIF-RS-HYVIP-SAR

(6/24)

June

30,

2024

Semi-Annual

Report:

Full

Financials

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

vcm.com

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TABLE

CONTENTS

Victory

Variable

Insurance

Funds

Schedule

Portfolio

Investments

Financial

Statements

Statement

Assets

and

Liabilities

Statement

Operations

Statements

Changes

Net

Assets

Financial

Highlights

Notes

Financial

Statements

Supplemental

Information

Proxy

Voting

and

Portfolio

Holdings

Information

Call

Victory

at:

800-539-FUND

(800-539-3863)

Visit

our

website

at:

vcm.com

The

Fund

distributed

Victory

Capital

Services,

Inc.

Victory

Capital

Management

Inc.

the

investment

adviser

the

Fund

and

receives

fees

from

the

Fund

for

performing

services

for

the

Fund.

This

report

not

authorized

for

distribution

prospective

investors

unless

preceded

accompanied

current

prospectus

the

Fund.

For

additional

information

about

any

Victory

Fund,

including

fees,

expenses,

and

risks,

view

our

prospectus

online

vcm.com

call

800-539-3863.

Read

carefully

before

you

invest

send

money.

The

information

this

report

based

data

obtained

from

recognized

services

and

sources

and

believed

reliable.

Any

opinions,

projections,

recommendations

this

report

are

subject

change

without

notice

and

are

not

intended

individual

investment

advice.

Past

investment

performance

the

Fund,

markets

securities

mentioned

herein

should

not

considered

indicative

future

results.

NOT

FDIC

INSURED

BANK

GUARANTEE

MAY

LOSE

VALUE

Schedule

Portfolio

Investments

June

30,

2024

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

(Unaudited)

See

notes

financial

statements.

Security

Description

Value

Common

Stocks

(97.7%)

Australia

(6.6%):

Consumer

Discretionary

(1.2%):

Aristocrat

Leisure

Ltd.

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

40,464

1,339,581

Financials

(1.2%):

Macquarie

Group

Ltd.

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

10,114

1,375,809

Health

Care

(1.1%):

CSL

Ltd.

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

6,297

1,234,450

Materials

(2.1%):

BHP

Group

Ltd.

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

84,192

2,405,643

Real

Estate

(1.0%):

Scentre

Group

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

581,517

1,204,946

7,560,429

Belgium

(1.7%):

Information

Technology

(0.9%):

Melexis

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

12,340

1,058,269

Materials

(0.8%):

Solvay

Class

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

23,709

835,960

1,894,229

China

(0.5%):

Communication

Services

(0.5%):

Tencent

Holdings

Ltd.

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

12,500

593,023

Denmark

(5.5%):

Consumer

Discretionary

(1.2%):

Pandora

A/S

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

8,767

1,319,775

Health

Care

(4.3%):

Novo

Nordisk

A/S

Class

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

34,540

4,943,003

6,262,778

France

(9.7%):

Consumer

Discretionary

(2.8%):

Francaise

des

Jeux

SAEM

(a)

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

27,481

935,875

LVMH

Moet

Hennessy

Louis

Vuitton

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

2,995

2,299,215

3,235,090

Consumer

Staples

(2.1%):

L'Oreal

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

5,479

2,411,332

Energy

(0.5%):

Gaztransport

Technigaz

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

4,613

603,416

Industrials

(2.5%):

Rexel

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

43,023

1,112,788

Safran

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

8,309

1,750,949

2,863,737

Information

Technology

(0.6%):

Capgemini

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

3,359

667,131

Materials

(1.2%):

Arkema

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

15,078

1,313,766

11,094,472

Germany

(7.8%):

Consumer

Discretionary

(0.7%):

Volkswagen

Preference

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

7,243

817,722

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Financials

(1.9%):

Allianz

Registered

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

7,746

2,151,005

Industrials

(1.9%):

Siemens

Registered

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

11,405

2,122,466

Information

Technology

(2.3%):

SAP

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

13,020

2,615,037

Utilities

(1.0%):

RWE

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

34,311

1,176,887

8,883,117

Hong

Kong

(1.9%):

Financials

(1.1%):

AIA

Group

Ltd.

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

195,000

1,319,363

Real

Estate

(0.8%):

Asset

Holdings

Ltd.

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

233,500

874,735

2,194,098

Ireland

(1.7%):

Industrials

(0.7%):

Ryanair

Holdings

PLC

ADR

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

7,481

871,088

Materials

(1.0%):

James

Hardie

Industries

PLC

(b)

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

35,539

1,111,949

1,983,037

Italy

(0.6%):

Utilities

(0.6%):

Snam

SpA

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

164,870

727,967

Japan

(22.7%):

Communication

Services

(1.8%):

Capcom

Co.

Ltd.

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

48,600

919,475

Kakaku.com,

Inc.

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

82,700

1,085,336

2,004,811

Consumer

Discretionary

(3.4%):

Toyota

Motor

Corp.

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

130,000

2,667,603

ZOZO,

Inc.

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

48,300

1,207,728

3,875,331

Consumer

Staples

(1.0%):

Toyo

Suisan

Kaisha

Ltd.

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

19,900

1,185,436

Financials

(3.4%):

Mizuho

Financial

Group,

Inc.

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

80,600

1,696,631

Tokio

Marine

Holdings,

Inc.

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

58,200

2,187,373

3,884,004

Health

Care

(2.4%):

Hoya

Corp.

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

15,000

1,754,308

Shionogi

Co.

Ltd.

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

26,800

1,043,951

2,798,259

Industrials

(6.2%):

Fuji

Electric

Co.

Ltd.

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

24,000

1,371,545

MISUMI

Group,

Inc.

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

52,900

907,927

Mitsubishi

Heavy

Industries

Ltd.

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

196,200

2,112,371

Nippon

Yusen

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

38,900

1,135,123

Sanwa

Holdings

Corp.

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

88,000

1,615,092

7,142,058

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Information

Technology

(3.1%):

Disco

Corp.

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

3,600

1,371,409

Fujitsu

Ltd.

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

76,000

1,192,093

Oracle

Corp.

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

14,900

1,028,294

3,591,796

Real

Estate

(0.9%):

Sumitomo

Realty

Development

Co.

Ltd.

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

33,000

973,881

Utilities

(0.5%):

Tokyo

Gas

Co.

Ltd.

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

25,900

557,644

26,013,220

Netherlands

(7.6%):

Communication

Services

(1.2%):

Koninklijke

KPN

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

369,792

1,417,118

Financials

(1.8%):

ING

Groep

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

115,933

1,991,761

Industrials

(1.5%):

Wolters

Kluwer

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

10,658

1,759,799

Information

Technology

(3.1%):

ASM

International

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

2,907

2,221,732

ASML

Holding

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

1,309

1,333,904

3,555,636

8,724,314

New

Zealand

(0.6%):

Health

Care

(0.6%):

Fisher

Paykel

Healthcare

Corp.

Ltd.

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

40,380

738,840

Norway

(1.1%):

Energy

(0.4%):

Aker

ASA

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

18,935

484,021

Financials

(0.7%):

SpareBank

SMN

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

55,584

785,638

1,269,659

Spain

(2.1%):

Communication

Services

(0.0%):(c)

Telefonica

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

Financials

(2.1%):

Banco

Bilbao

Vizcaya

Argentaria

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

242,330

2,432,290

2,432,294

Sweden

(1.8%):

Industrials

(1.8%):

Atlas

Copco

Class

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

130,346

2,105,610

Switzerland

(12.0%):

Consumer

Staples

(3.8%):

Coca-Cola

HBC

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

43,223

1,470,831

Nestle

Registered

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

27,669

2,824,765

4,295,596

Financials

(3.0%):

Partners

Group

Holding

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

1,138

1,457,516

UBS

Group

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

66,115

1,942,133

3,399,649

Health

Care

(5.2%):

Novartis

Registered

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

29,372

3,127,808

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Roche

Holding

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

10,377

2,875,520

6,003,328

13,698,573

United

Kingdom

(13.8%):

Consumer

Discretionary

(1.8%):

Greggs

PLC

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

29,679

1,037,008

PLC

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

9,196

1,049,266

2,086,274

Consumer

Staples

(2.4%):

Diageo

PLC

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

34,170

1,072,566

Imperial

Brands

PLC

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

66,567

1,703,106

2,775,672

Energy

(3.1%):

PLC

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

187,262

1,127,287

Shell

PLC

(b)

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

69,129

2,479,132

3,606,419

Financials

(3.6%):

Barclays

PLC

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

662,988

1,751,618

HSBC

Holdings

PLC

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

234,226

2,021,526

Legal

General

Group

PLC

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

128,825

368,842

4,141,986

Industrials

(0.7%):

Ashtead

Group

PLC

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

11,920

794,627

Materials

(1.6%):

Rio

Tinto

PLC

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

27,255

1,788,148

Utilities

(0.6%):

Centrica

PLC

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

394,561

672,423

15,865,549

Total

Common

Stocks

(Cost

$79,496,965)

112,041,209

Exchange-Traded

Funds

(0.1%)

United

States

(0.1%):

iShares

MSCI

EAFE

ETF

(d)

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

1,564

122,508

Total

Exchange-Traded

Funds

(Cost

$102,181)

122,508

Collateral

for

Securities

Loaned

(0.1%)^

United

States

(0.1%):

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

.21

(e)

........

30,960

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

.22

(e)

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

30,960

Invesco

Government

Agency

Portfolio,

Institutional

.24

(e)

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

30,960

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

.23

(e)

30,960

Total

Collateral

for

Securities

Loaned

(Cost

$123,840)

123,840

Total

Investments

(Cost

$79,722,986)

—

97.9%

112,287,557

Other

assets

excess

liabilities

—

2.1%

2,386,250

NET

ASSETS

100.00%

114,673,807

Purchased

with

cash

collateral

from

securities

loan.

(a)

Rule

144A

security

other

security

that

restricted

resale

institutional

investors.

June

30,

2024,

the

fair

value

these

securities

was

$935,875

and

amounted

0.8%

net

assets.

(b)

Non-income

producing

security.

(c)

Amount

represents

less

than

0.05%

net

assets.

(d)

All

portion

this

security

loan.

(e)

Rate

disclosed

the

daily

yield

June

30,

2024.

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

ADR

—

American

Depositary

Receipt

ETF

—

Exchange-Traded

Fund

PLC

—

Public

Limited

Company

Statement

Assets

and

Liabilities

June

30,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

(Unaudited)

Victory

International

VIP

Series

Assets:

Investments,

value

(Cost

$79,722,986)

112,287,557‌

(a)

Foreign

currency,

value

(Cost

$90,381)

90,437‌

Cash

1,512,326‌

Receivables:

Interest

and

dividends

123,752‌

Capital

issued

1,124‌

From

Adviser

29,969‌

Reclaims

911,707‌

Prepaid

expenses

683‌

Total

Assets

114,957,555‌

Liabilities:

Payables:

Collateral

received

loaned

securities

123,840‌

Capital

redeemed

19,305‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

76,290‌

Administration

fees

5,216‌

Custodian

fees

5,819‌

Transfer

agent

fees

9‌

Sub-Transfer

agent

fees

33,462‌

Compliance

fees

80‌

Other

accrued

expenses

19,727‌

Total

Liabilities

283,748‌

Commitments

and

contingencies

(Note

)

Net

Assets:

Capital

78,921,472‌

Total

accumulated

earnings

(loss)

35,752,335‌

Net

Assets

114,673,807‌

(unlimited

authorized

with

par

value

$0.001

per

share):

6,297,711‌

Net

asset

value:

.21‌

(a)

Includes

$121,255

securities

loan.

Statement

Operations

For

the

Six

Months

Ended

June

30,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

(Unaudited)

Victory

International

VIP

Series

Investment

Income:

Dividends

2,786,807‌

Interest

31,215‌

Securities

lending

(net

fees)

1,219‌

Foreign

tax

withholding

(

318,297‌

)

Total

Income

2,500,944‌

Expenses:

Investment

advisory

fees

471,355‌

Administration

fees

31,469‌

Sub-Administration

fees

8,376‌

Custodian

fees

22,357‌

Transfer

agent

fees

154‌

Sub-Transfer

agent

fees

65,200‌

Trustees'

fees

4,178‌

Compliance

fees

525‌

Legal

and

audit

fees

10,650‌

Other

expenses

21,351‌

Total

Expenses

635,615‌

Expenses

waived/reimbursed

Adviser

(

87,785‌

)

Net

Expenses

547,830‌

Net

Investment

Income

(Loss)

1,953,114‌

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

3,169,861‌

Net

change

unrealized

appreciation/depreciation

investment

securities

and

foreign

currency

translations

2,747,749‌

Net

realized/unrealized

gains

(losses)

investments

5,917,610‌

Change

net

assets

resulting

from

operations

7,870,724‌

Victory

Variable

Insurance

Funds

Statements

Changes

Net

Assets

See

notes

financial

statements.

Victory

International

VIP

Series

Six

Months

Ended

June

30,

2024

(Unaudited)

Year

Ended

December

31,

2023

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

1,953,114‌

2,336,584‌

Net

realized

gains

(losses)

3,169,861‌

1,159,937‌

Net

change

unrealized

appreciation/depreciation

2,747,749‌

17,787,845‌

Change

net

assets

resulting

from

operations

7,870,724‌

21,284,366‌

Change

net

assets

resulting

from

distributions

shareholders

—‌

(

3,135,641‌

)

Change

net

assets

resulting

from

capital

transactions

(

12,640,865‌

)

(

12,977,255‌

)

Change

net

assets

(

4,770,141‌

)

5,171,470‌

Net

Assets:

Beginning

period

119,443,948‌

114,272,478‌

End

period

114,673,807‌

119,443,948‌

Capital

Transactions:

Proceeds

from

issued

1,617,657‌

3,011,765‌

Distributions

reinvested

—‌

3,135,641‌

Cost

redeemed

(

14,258,522‌

)

(

19,124,661‌

)

Change

net

assets

resulting

from

capital

transactions

(

12,640,865‌

)

(

12,977,255‌

)

Transactions:

Issued

92,896‌

187,300‌

Reinvested

—‌

185,541‌

Redeemed

(

802,516‌

)

(

1,198,544‌

)

Change

(

709,620‌

)

(

825,703‌

)

Victory

Variable

Insurance

Funds

Financial

Highlights

For

Outstanding

Throughout

Each

Period

See

notes

financial

statements.

Victory

International

VIP

Series

Six

Months

Ended

June

30,

2024

(Unaudited)

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

Period

$17.05

$14.59

$19.33

$17.60

$17.48

$15.47

Investment

Activities:

Net

investment

income

(loss)(a)

0.29

0.32

0.44

0.39

0.32

0.43

Net

realized

and

unrealized

gains

(losses)

0.87

2.60

(3.46)

2.13

0.75

3.09

Total

from

Investment

Activities

1.16

2.92

(3.02)

2.52

1.07

3.52

Distributions

Shareholders

from:

Net

investment

income

—

(0.46)

(0.42)

(0.37)

(0.45)

(0.39)

Net

realized

gains

—

(1.30)

(0.42)

(0.50)

(1.12)

Total

Distributions

—

(0.46)

(1.72)

(0.79)

(0.95)

(1.51)

Net

Asset

Value,

End

Period

$18.21

$17.05

$14.59

$19.33

$17.60

$17.48

Total

Return(b)(c)(d)

6.80%

20.02%

(15.81)%

14.37%

6.24%

22.79%

Ratios

Average

Net

Assets:

Net

Expenses(e)(f)

0.93%

Net

Investment

Income

(Loss)(e)

3.32%

2.01%

2.71%

2.02%

2.49%

Gross

Expenses(e)(f)

1.08%

1.10%

1.01%

0.98%

0.96%

Supplemental

Data:

Net

Assets

end

period

(000's)

$114,674

$119,444

$114,272

$150,255

$147,783

$149,034

Portfolio

Turnover(b)

23%

27%

35%

54%

32%

(a)

Per

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

method.

(b)

Not

annualized

for

periods

less

than

one

year.

(c)

Assumes

reinvestment

all

net

investment

income

and

realized

capital

gain

distributions,

any,

during

the

period.

Includes

adjustments

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Total

returns

not

reflect

the

effects

charges

deducted

pursuant

the

terms

The

Guardian

Insurance

Annuity

Company,

Inc.'s

variable

contracts.

Inclusion

such

charges

would

reduce

the

total

returns

for

all

periods

shown.

(e)

Annualized

for

periods

less

than

one

year.

(f)

Does

not

include

acquired

fund

fees

and

expenses,

any.

Notes

Financial

Statements

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Organization:

Victory

Variable

Insurance

Funds

(the

“Trust”)

organized

Delaware

statutory

trust

and the

Trust

registered

under

the

Investment

Company

Act

1940,

amended

(the

“1940

Act”),

open-end

investment

company.

The

Trust

comprised

of six

funds

and

authorized

issue

unlimited

number

shares,

which

are

units

beneficial

interest

with

par

value

$0.001

per

share.

The

accompanying

financial

statements

are

those

of Victory

International

VIP

Series

(the

“Fund”),

series

the

Trust.

The

Fund offers

single

class

Class

The

Fund’s

are

only

available

for

purchase

certain

separate

accounts

insurance

companies

investments

for

certain

variable

annuity

plans

and

variable

life

insurance

contracts

issued

those

insurance

companies.

The

Fund

classified

diversified

under

the

1940

Act.

Victory

Capital

Management

Inc.

(“VCM”

the

“Adviser”)

indirect

wholly

owned

subsidiary

Victory

Capital

Holdings,

Inc.,

publicly

traded

Delaware

corporation,

and

wholly

owned

direct

subsidiary

Victory

Capital

Operating,

LLC.

Under

the

Trust’s

organizational

documents,

its

officers

and

trustees

are

indemnified

against

certain

liabilities

arising

out

the

performance

their

duties

the

Fund.

addition,

the

normal

course

business,

the

Fund

enters

into

contracts

with

its

vendors

and

others

that

provide

for

general

indemnifications.

The

Fund’s

maximum

exposure

under

these

arrangements

unknown,

this

would

involve

future

claims

that

may

made

against

the

Fund.

However,

based

experience,

the

Fund

expects

that

risk

loss

remote.

Significant

Accounting

Policies:

The

following

summary

significant

accounting

policies

followed

the Fund

the

preparation

its

financial

statements.

The

policies

are

conformity

with

U.S.

Generally

Accepted

Accounting

Principles

(“GAAP”).

The

preparation

financial

statements

accordance

with

GAAP

requires

the

Adviser

make

estimates

and

assumptions

that

affect

the

reported

amounts

assets

and

liabilities

and

disclosure

contingent

assets

and

liabilities

the

date

the

financial

statements

and

the

reported

amounts

income

and

expenses

for

the

period.

Actual

results

could

differ

from

those

estimates.

The

Fund

follows

the

specialized

accounting

and

reporting

requirements

under

GAAP

that

are

applicable

investment

companies

under

Accounting

Standards

Codification

Topic

946.

Investment

Valuation:

The

Fund

records

investments

fair

value.

Fair

value

defined

the

price

that

would

received

to sell

an asset

paid

transfer

liability

orderly

transaction

between

market

participants

the

measurement

date.

The

valuation

techniques

described

below

maximize

the

use

observable

inputs

and

minimize

the

use

unobservable

inputs

determining

fair

value.

The

inputs

used

for

valuing

the

Fund’s

investments

are

summarized

the

three

broad

levels

listed

below:

Level

—

quoted

prices

(unadjusted)

active

markets

for

identical

securities

Level

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

credit

spreads,

applicable

those

securities,

etc.)

Level

—

significant

unobservable

inputs

(including

the

Adviser’s

assumptions

determining

the

fair

value

investments)

Changes

valuation

techniques

may

result

transfers

out

assigned

level

within

the

disclosure

hierarchy.

The

inputs

methodologies

used

for

valuation

techniques

are

not

necessarily

indication

the

risks

associated

with

entering

into

those

investments.

The Adviser,

appointed

the

valuation

designee

by the

Trust's

Board

Trustees

(the

“Board”),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

Board

oversight,

the

Committee

administers

and

oversees

the

Fund’s

valuation

policies

and

procedures,

which

are

approved

the

Board.

Portfolio

securities

listed

traded

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”)

and

American

Depositary

Receipts,

are

valued

the

last

sale

price

the

exchange

system

where

the

security

principally

traded,

available,

the

Nasdaq

Official

Closing

Price.

there

have

been

sales

for

that

day

the

exchange

system,

then

security

valued

the

closing bid

quotation

the

exchange

system

where

the

security

principally

traded.

each

these

situations,

valuations

are

typically

categorized

Level

the

fair

value

hierarchy.

Investments

open-end

investment

companies,

other

than

ETFs, are

valued

at their

net

asset

value

(“NAV”).

These

valuations

are

typically

categorized

Level

1 in

the

fair

value

hierarchy.

the

event

that

price

quotations

valuations

are

not

readily

available,

investments

are

valued

fair

value

accordance

with

procedures

established

and

under

the

general

supervision

and

responsibility

the

Board.

These

valuations

are

typically

categorized

Level

the

fair

value

hierarchy,

based

the

observability

inputs

used

determine

the

fair

value.

The

effect

fair

value

pricing

that

securities

may

not

priced

the

basis

quotations

from

the

primary

market

which

they

are

traded

and

the

actual

price

realized

from

the

sale

security

may

differ

materially

from

the

fair

value

price.

Valuing

these

securities

fair

value

intended

cause

the

Fund’s

NAV to

reliable

than

otherwise

would

be.

accordance

with

procedures

adopted

the

Board,

fair

value

pricing

may

used

events

materially

affecting

the

value

foreign

securities

occur

between

the

time

the

exchange

which

they

are

traded

closes

and

the

time

the

Fund’s

NAV

calculated.

The

Fund

uses

systematic

valuation

model,

provided

daily

independent

third

party

fair

value its

international

equity

securities.

The

valuations

are categorized

Level

the

fair

value

hierarchy.

summary

the

valuations

June

30,

2024, based

upon

the

three

levels

defined

above,

included

the

table

below

while

the

breakdown,

category,

investments

disclosed

the

Schedule

Portfolio

Investments:

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

of June

30,

2024,

there

were

significant

transfers

into/out

Level

Investment

Companies:

Exchange-Traded

Funds:

The

Fund

may

invest

ETFs,

the

which

are

bought

and

sold

securities

exchange.

ETF

trades

common

stock

and

represents

fixed

portfolio

securities

often

designed

track

the

performance

and

dividend

yield

particular

domestic

foreign

market

index. Among

other

purposes,

the

Fund

may

purchase

ETF

temporarily

gain

exposure

portion

the

U.S.

foreign

market

while

awaiting

purchase

underlying

securities.

The

risks

owning

ETF

generally

reflect

the

risks

owning

the

underlying

securities

the

ETF

designed

track,

although

the

lack

liquidity

ETF

could

result

being

volatile.

Additionally,

ETFs

have

fees

and

expenses

that

reduce

their

value.

Open-End

Funds:

The

Fund

may

invest

portfolios

open-end

investment

companies.

These

investment

companies

value

securities

their

portfolios

for

which

market

quotations

are

readily

available

their

market

values

(generally

the

last

reported

sale

price)

and

all

other

securities

and

assets

their

fair

value

the

methods

established

the

board

directors

the

underlying

funds.

Derivative

Instruments:

Foreign

Exchange

Currency

Contracts:

The

Fund

may

enter

into

foreign

exchange

currency

contracts

convert

U.S.

dollars

and

from

various

foreign

currencies.

foreign

exchange

currency

contract

obligation

by the

Fund

purchase

sell

specific

currency

future

date

price

(in

U.S.

dollars)

set

the

time

the

contract.

The

Fund

does

not

engage

“cross-currency”

foreign

exchange

contracts

(i.e.,

contracts

purchase

sell

one

foreign

currency

exchange

for

another

foreign

currency).

The

Fund’s

foreign

exchange

currency

contracts

might

considered

spot

contracts

(typically

contract

one

week

less)

forward

contracts

(typically

contract

term

over

one

week).

spot

contract

entered

into

for

purposes

hedging

against

foreign

currency

fluctuations

relating

specific

portfolio

transaction,

such

the

delay

between

security

transaction

trade

date

and

settlement

date.

Forward

contracts

are

entered

into

for

purposes

hedging

portfolio

holdings

concentrations

such

holdings. Each

foreign

exchange

currency

contract

adjusted

daily

the

prevailing

spot

forward

rate

the

underlying

currency,

and

any

appreciation

depreciation

recorded

for

financial

statement

purposes

unrealized

until

the

contract

settlement

date,

which

time

the

Fund

records

realized

gains

losses

equal

the

difference

between

the

value

contract

the

time

was

opened

and

the

value

the

time

was

closed.

The Fund

could

exposed

risk

counterparty

unable

meet

the

terms

foreign

exchange

currency

contract

the

value

the

foreign

currency

changes

unfavorably.

addition,

the

use

foreign

exchange

currency

contracts

does

not

eliminate

fluctuations

the

underlying

prices

the

securities.

The

Fund

enters

into

foreign

exchange

currency

contracts

solely

for

spot

forward

hedging

purposes,

and

not

for

speculative

purposes

(i.e.,

the

Fund

does

not

enter

into

such

contracts

solely

for

the

purpose

earning

foreign

currency

gains). As

of June

30,

2024,

the

Fund

had

open

forward

foreign

exchange

currency

contracts.

Investment

Transactions

and

Income:

Changes

holdings

investments

are

accounted

for

later

than

one

business

day

following

the

trade

date.

For

financial

reporting

purposes,

however,

investment

transactions

are

accounted

for

trade

date

the

last

business

day

the

reporting

period.

Interest

income

determined

the

basis

coupon

interest

accrued

and recorded

daily

using

the

effective

interest

method

which

adjusts,

where

applicable,

the

amortization

premiums

accretion

discounts. Dividend

income

recorded

the

ex-dividend

date.

Non-cash

dividends

included

income,

any,

are

recorded

the

fair

value

the

securities

received. Gains

losses

realized

sales

securities

are

recorded

the

identified

cost

basis.

Withholding

taxes

interest,

dividends,

and

gains

result

certain

investments

the

Fund

have

been

provided

for

accordance

with

each

investment’s

applicable

country’s

tax

rules

and

rates.

Securities

Lending:

The

Fund,

through

Securities

Lending

Agreement

with

Citibank,

N.A.

(“Citibank”),

may

lend

its

securities

qualified

financial

institutions,

such

certain

broker-dealers

and

banks,

earn

additional

income,

net

income

retained

Citibank.

Borrowers

are

required

initially

secure

their

loans

for

collateral

the

amount

least

102%

the

value

U.S.

securities

loaned

least

105%

the

value

non-U.S.

securities

loaned,

marked-to-market

daily.

Any

collateral

shortfalls

associated

with

increases

the

valuation

the

securities

loaned

are

generally

cured

the

business

day.

The

collateral

can

received

the

form

cash

collateral

and/or

non-cash

collateral.

Non-cash

collateral

can

include

Level

Total

Victory

International

VIP

Series

Common

Stocks

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

871,088

111,170,121

—

112,041,209

Exchange-Traded

Funds

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

122,508

—

122,508

Collateral

for

Securities

Loaned

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

123,840

—

123,840

Total

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

1,117,436

111,170,121

—

112,287,557

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

U.S.

Government

Securities

and

other

securities

permitted

by Securities

and

Exchange

Commission

(“SEC”)

guidelines.

The

cash

collateral

invested

short-term

instruments

cash

equivalents,

primarily

open-end

investment

companies,

noted

the

Fund’s

Schedule

Portfolio

Investments.

The

Fund

effectively

does

not

have

control

the

non-cash

collateral

and

therefore

not

disclosed

the

Fund’s

Schedule

Portfolio

Investments.

Collateral

requirements

are

determined

daily

based

the

value

the

Fund’s

securities

loan

the

end

the

prior

business

day.

During

the

time

portfolio

securities

are

loan,

the

borrower

will

pay

the

Fund

any

dividends

interest

paid

such

securities

plus

any

fee

negotiated

between

the

parties

the

lending

agreement.

The

Fund

also

earns

return

from

the

collateral.

The

Fund

pays

Citibank

various

fees

connection

with

the

investment

cash

collateral

and

fees

based

the

investment

income

received

from

securities

lending

activities.

Securities

lending

income

(net

these

fees)

disclosed

the

Statement

Operations.

Loans

are

terminable

upon

demand

and

the

borrower

must

return

the

loaned

securities

within

the

lesser

one

standard

settlement

period

five

business

days.

Although

risk

mitigated

the

collateral,

the

Fund

could

experience

delay

recovering

its

securities

and

possible

loss

income

value

the

borrower

fails

return

them.

addition,

there

risk

that

the

value

the

short-term

investments

will

less

than

the

amount

cash

collateral

required

returned

the

borrower.

The

Fund’s

agreement

with

Citibank

does

not

include

master

netting

provisions.

Non-cash

collateral

received

the

Fund

may

not

sold

repledged,

except

satisfy

borrower

default.

The

following

table

summary

the

Fund’s

securities

lending

transactions

June

30,

2024.

Foreign

Currency

Translations:

The

accounting

records

the

Fund

are

maintained

U.S.

dollars.

Investment

securities

and

other

assets

and

liabilities

of the

Fund

denominated

foreign

currency

are

translated

into

U.S.

dollars

current

exchange

rates.

Purchases

and

sales

securities,

income

receipts,

and

expense

payments

are

translated

into

U.S.

dollars

the

exchange

rates

the

date

the

transactions.

The

Fund

does

not

isolate

the

portion

the

results

operations

resulting

from

changes

foreign

exchange

rates

investments

from

fluctuations

arising

from

changes

market

prices

securities

held.

Such

fluctuations,

any,

are

disclosed

Net

change

unrealized

appreciation/depreciation

on investment

securities

and

foreign

currency

translations

the

Statement

Operations.

Realized

gains

losses

from

these

fluctuations,

any,

are

disclosed

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

the

Statement

Operations.

Foreign

Taxes:

The

Fund

may

subject

foreign

taxes

foreign

income

received

portion

which

may

reclaimable),

capital

gains

the

sale

securities,

and

certain

foreign

currency

transactions.

All

foreign

taxes

are

recorded

accordance

with

the

applicable

regulations

and

rates

that

exist

the

foreign

jurisdictions

which

the

Fund

invests.

Federal

Income

Taxes:

The

Fund

intends

continue

qualify

regulated

investment

company

complying

with

the

provisions

available

certain

investment

companies,

defined

applicable

sections

the

Internal

Revenue

Code,

and

make

distributions

net

investment

income

and

net

realized

gains

sufficient

relieve

from

all,

substantially

all,

federal

income

taxes.

Accordingly,

provision

for

federal

income

taxes

required

the

financial

statements.

The

Fund

has

tax

year

end

of December

31.

For

the

six

months

ended

June

30,

2024,

the

Fund

did

not

incur

any

income

tax,

interest,

penalties,

and

has

recorded

liability

for

net

unrecognized

tax

benefits

relating

uncertain

tax

positions.

Management

the

Fund

has

reviewed

tax

positions

taken

tax

years

that

remain

subject

examination

all

major

tax

jurisdictions,

including

federal

(i.e.,

the

last

four

tax

years,

which

includes

the

current

fiscal

tax

year

end).

Management

believes

that

there

tax

liability

resulting

from

unrecognized

tax

benefits

uncertain

tax

positions

taken.

Allocations:

Expenses

directly

attributable

to the

Fund

are

charged

to the

Fund,

while

expenses

that

are

attributable

than

one

fund

the

Trust,

jointly

with

affiliated

trust,

are

allocated

among

the

respective

funds

the

Trust

and/or

affiliated

trust

based

upon

net

assets

another

appropriate

basis.

Fees

Paid

Indirectly:

Expense

offsets

custody

fees

that

arise

from

credits

cash

balances

maintained

deposit

are

reflected

the

Statement

Operations,

applicable,

Fees

paid

indirectly.

Purchases

and

Sales:

Purchases

and sales

securities

(excluding

securities

maturing

less

than

one

year

from

acquisition)

for

the

six

months

ended

June

30,

2024,

were

follows:

Value

Securities

Loan

Non-Cash

Collateral

Cash

Collateral

Victory

International

VIP

Series

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

121,255

—

123,840

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Fees

and

Transactions

with

Affiliates

and

Parties:

Investment

Advisory

Fees:

Investment

advisory

services

are

provided

the

Fund

the

Adviser,

which

New

York

corporation

registered

investment

adviser

with

the

SEC.

Under

the

terms

the

Investment

Advisory

Agreement,

the

Adviser

entitled

receive

fees

accrued

daily

and

paid

monthly

annualized

rate

0.80%

the

Fund’s

average

daily

net

assets.

Amounts

incurred

and

paid

VCM

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Investment

advisory

fees.

Administration

and

Servicing

Fees:

VCM

also

serves

the

Fund’s

administrator

and

fund

accountant.

Under

the Administration

and

Fund

Accounting

Agreement,

VCM

paid

administration

fee

based

percentage

the

average

daily

net

assets

the

Trust,

Victory

Portfolios

and

Victory

Portfolios

II.

The

tiered

rates

which

VCM

paid

the

Funds

are

shown

the

table

below:

Amounts

incurred

for

the

six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

affiliate

Citibank,

acts

sub-administrator

and

sub-fund

accountant

the

Fund

pursuant

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

fee

for

providing

these

services.

The Fund

reimburses

VCM

and

Citi

for

out-of-pocket

expenses

incurred

providing

these

services

and

certain

other

expenses

specifically

allocated

the

Fund.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Sub-Administration

fees.

The

Fund

(as

part

the

Trust)

has

entered

into

agreement

with

the

Adviser

provide

compliance

services,

pursuant

which

the

Adviser

furnishes

its

compliance

personnel,

including

the

services

the

Chief

Compliance

Officer

(“CCO”),

and

other

resources

reasonably

necessary

provide

the

Trust

with

compliance

oversight

services

the

design,

administration,

and

oversight

compliance

program

for

the

Trust

accordance

with

Rule

38a-1

under

the

1940

Act.

The

CCO

employee

the

Adviser,

which

pays

the

compensation

the

CCO

and

support

staff.

The

funds

the

Trust,

Victory

Portfolios,

Victory

Portfolios

and

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Compliance

fees.

Transfer

Agency

Fees:

FIS

Investor

Services,

LLC

(“FIS”)

serves

the

Fund’s

transfer

agent.

Under

the

Transfer

Agent

Agreement,

the

Trust

pays

FIS

fee

for

its

services

and

reimburses

FIS

for

all

their

reasonable

out-of-pocket

expenses

incurred

providing

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Transfer

agent

fees.

Sub-Transfer

Agency

Fees:

The

Fund

has

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

customers

the

intermediaries

that

hold

positions

the

Fund

and

has

agreed

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Fund

primarily

through

the

use

omnibus

accounts

behalf

their

customers

who

hold

positions

the

Fund.

These

services

would

have

been

provided

the

Fund’s

transfer

agent

and

other

service

providers

the

shareholders’

accounts

were

maintained

directly

the

Fund’s

transfer

agent.

Amounts

incurred

for

the

six

months ended

June

30,

2024,

are

reflected

the

Statement

Operations

Sub-Transfer

agent

fees.

Distributor/Underwriting

Services:

Victory

Capital

Services,

Inc.

(the

“Distributor”),

affiliate

the

Adviser,

serves

Distributor

for

the

continuous

offering

the

Fund

pursuant

Distribution

Agreement

between

the

Distributor

and

the

Trust,

and

receives

fee

other

compensation

for

these

services.

Other

Fees:

Citibank

serves

the

Fund’s

custodian.

The

Fund

pays

Citibank

fee

for

providing

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Custodian

fees.

Sidley

Austin

LLP

provides

legal

services

the

Trust.

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

International

VIP

Series

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

10,666,983

21,271,249

Net

Assets

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

Adviser

has

entered

into

expense

limitation

agreement

with the Trust

until

least

April

30,

2025.

Under

the

terms

the

agreement,

the

Adviser

has

agreed

waive

fees

reimburse

certain

expenses

the

extent

that

ordinary

operating

expenses

incurred

any

fiscal

year

exceed

the

expense limit

of the

Fund.

Such

excess

amounts

will

the

liability

the

Adviser. Acquired

fund

fees

and

expenses,

interest,

taxes,

brokerage

commissions,

other

expenditures which

are

capitalized

accordance

with

GAAP,

and

other

extraordinary

expenses

not

incurred

the

ordinary

course

of the

Fund’s

business

are

excluded

from

the

expense

limit.

June

30,

2024,

the

expense

limit (excluding

voluntary

waivers) was:

Under

the

terms

the

expense

limitation

agreement,

amended February

27,

2024, the

Fund

has

agreed

repay

fees

and

expenses

that

were

waived

reimbursed

the

Adviser

for

period

three

years

(thirty-six

(36)

months)

after

the

waiver

reimbursement

took

place,

subject

the

lesser

any

operating

expense limits

effect

the

time

of:

(a)

the

original

waiver

expense

reimbursement;

(b)

the

recoupment,

after

giving

effect

the

recoupment

amount.

The

Fund

has

not

recorded

any

amounts

available

repaid

the

Adviser

commitment

and

contingency

liability

due

assessment

that

such

repayments

are

not

probable

June

30,

2024.

of June

30,

2024,

the

following amounts

are

available

repaid

the

Adviser:

The

Adviser

may

voluntarily

waive

reimburse

additional

fees

assist

the

Fund

maintaining

competitive

expense

ratios.

Voluntary

waivers

and

reimbursements

applicable

the

Fund are

not

available

recouped

future

time.

There

were

voluntary

waivers

reimbursements

for

the six

months

ended

June

30,

2024.

Certain

officers

and/or

interested

trustees

the

Fund

are

also

officers

and/or

employees

the

Adviser,

administrator,

fund

accountant,

sub-

administrator,

sub-fund

accountant,

custodian,

legal

counsel,

and

Distributor.

Risks:

The

Fund

may

subject

other

risks

addition

these

identified

risks.

Equity

Securities

Risk

—

The

value

the

equity

securities

which

the

Fund

invests

may

decline

response

developments

affecting

individual

companies

and/or

general

economic

conditions

the

United

States

abroad.

company’s

earnings

dividends

may

not

increase

expected

(or

may

decline)

because

poor

management,

competitive

pressures,

reliance

particular

suppliers

geographical

regions,

labor

problems

shortages,

corporate

restructurings,

fraudulent

disclosures,

man-made

natural

disasters,

military

confrontations

wars,

terrorism,

public

health

crises,

other

events,

conditions,

and

factors.

Price

changes

may

temporary

last

for

extended

periods.

General

Market

Risk

—

Overall

market

risks

may

affect

the

value

the

Fund.

Domestic

and

international

factors

such

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

particular

foreign

country,

its

nationals,

businesses,

industries;

and

geopolitical

events,

well

environmental

disasters

such

earthquakes,

fires,

and

floods,

other

catastrophes,

may

add

instability

global

economies

and

markets

generally,

and

may

lead

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

one

country

region

might

adversely

affect

issuers

another

country

region.

The

impact

these

and

other

factors

may

short-term

may

last

for

extended

periods.

Foreign

Securities

Risk

— Foreign

markets

can

volatile

than

the

U.S.

market

due

increased

risks

adverse

issuer,

political,

regulatory,

market,

economic

developments

and

can

perform

differently

from

the

U.S.

market.

Global

markets,

those

particular

region,

may

all

react

similar

fashion

important

political,

economic,

other

developments.

Events

and

evolving

conditions

certain

economies

markets

may

alter

the

risks

associated

with

investments

tied

countries

regions

that

historically

were

perceived

comparatively

stable

and

make

such

investments

riskier

and

volatile.

Certain

Russian

securities

held

the

Fund

had

declared

dividends,

however

there

assurance

these

dividends

can

collected

the

Fund.

result,

all

such

dividend

receivables

these

Russian

securities

are

valued

zero

the

six

month

period

end.

Borrowing

and

Interfund

Lending:

Line

Credit:

The

Victory

Funds

Complex

participates

short-term

demand

note

“Line

Credit”

agreement

with

Citibank.

Under

the

agreement

with

Citibank,

the

Victory

Funds

Complex

may

borrow

$600

million,

which

$300

million

committed

and

$300

million

uncommitted.

$40

million

the

Line

Credit

reserved

for

use

the

Victory

Floating

Rate

Fund,

another

series

the

Victory

Funds

Complex,

with

Victory

Floating

Rate

Fund

paying

the

commitment

fees

for

that

amount.

The

purpose

the

Line

Credit

meet

temporary

emergency

cash

needs.

For

the six

months

ended

June

30,

2024,

Citibank

received

annual

commitment

fee

0.15%

$300

million

for

effect

until

April

30,

2025

Victory

International

VIP

Series

0.93%

Expires

2024

Expires

2025

Expires

2026

Expires

2027

Total

Victory

International

VIP

Series

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

97,166

202,948

199,137

87,785

587,036

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

providing

the

Line

Credit.

Each

fund

the

Victory

Funds

Complex

paid

pro-rata

portion

the

commitment

fees

plus

any

interest

amounts

borrowed.

Interest

based

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

25,

2024,

the

agreement

was

renewed

with

termination

date

June

23,

2025,

and

the

annual

commitment

fee

0.15%

remained

unchanged.

Interest

charged

the

Fund

during

the

period,

applicable,

reflected

the

Statement

Operations

under

Line

credit

fees.

The

Fund

had

borrowings

under the

Line

Credit

agreement

during

the

six

months

ended

June

30,

2024.

Interfund

Lending:

The

Trust

and

the

Adviser

rely

exemptive

order

granted

the

SEC

March

2017

(the

“Order”),

permitting

the

establishment

and

operation

Interfund

Lending

Facility

(the

“Facility”).

The

Facility

allows

the

Fund

directly

lend

and

borrow

money

from

any

other

fund

the

Victory

Funds

Complex

that

permitted

participate

the

Facility,

relying

upon

the

Order

rates

beneficial

both

the

borrowing

and

lending

funds.

Advances

under

the

Facility

are

allowed

for

temporary

emergency

purposes,

including

the

meeting

redemption

requests

that

otherwise

might

require

the

untimely

disposition

securities,

and

are

subject

each

Fund’s

borrowing

restrictions.

The

interfund

loan

rate

determined,

specified

the

Order,

averaging

the

current

repurchase

agreement

rate

and

the

current

bank

loan

rate.

Borrower

(as

defined

the

Order),

interest

charged

the

Fund,

any,

during

the

period,

reflected

the

Statement

Operations

under

Interfund

lending

fees.

Lender

(as

defined

the

Order),

interest

earned

the

Fund,

any,

during

the

period,

reflected

the

Statement

Operations

under

Interfund

lending.

The

Fund

did

not

utilize

participate

the

Facility

during

the

six

months

ended

June

30,

2024.

Federal

Income

Tax

Information:

The

Fund

intends

distribute

any

net

investment

income

annually.

Distributable

net

realized

gains,

any,

are

declared

and

paid

least

annually.

The

amounts

dividends

from

net

investment

income

and

distributions

from

net

realized

gains

(collectively,

distributions

shareholders)

are

determined

accordance

with

federal

income

tax

regulations,

which

may

differ

from

GAAP.

the

extent

these

“book/tax”

differences

are

permanent

nature

(e.g.,

net

operating

loss

and

distribution

reclassification),

such

amounts

are

reclassified

within

the

components

net

assets

based

their

federal

tax-basis

treatment;

temporary

differences

(e.g.,

wash

sales)

not

require

reclassification.

the

extent

dividends

and

distributions

exceed

net

investment

income

and

net

realized

gains

for

tax

purposes,

they

are

reported

distributions

capital.

Net

investment

losses

incurred

the

Fund

may

reclassified

offset

capital

the

accompanying

Statement

Assets

and

Liabilities.

The

tax

character

current

year

distributions

paid

and

the

tax

basis

the

current

components

accumulated

earnings

(loss)

will

determined

the

end

the

current

tax

year.

the

tax

year

ended December

31,

2023,

the

Fund

had

net

capital

loss

carryforwards as shown

the

table

below.

unlikely

that

the

Board

will

authorize

distribution

capital

gains

realized

the

future

until

the

capital

loss

carryforwards

have

been

used:

Short-Term

Amount

Long-Term

Amount

Total

Victory

International

VIP

Series

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

(1,116,461)

—

(1,116,461)

Supplemental

Information

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Proxy

Voting

and

Portfolio

Holdings

Information

Proxy

Voting:

Information

regarding

the

Fund’s

policies

and

procedures

—

which

describes

how

vote

proxies

relating

portfolio

securities

—

included

the

Fund’s

Statement

Additional

Information

our

website

upon

request

calling

800-539-3863.

The

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

months

ended

June

August

31.

The

proxy

voting

record

available

free

charge

the

SEC

website

at sec.gov and

vcm.com.

Availability

Schedules

Portfolio

Investments:

The

Trust

files

complete

list

Schedules

Portfolio

Investments

with

the

SEC

for

the

first

and

third

quarter

each

fiscal

year

Form

N-PORT-P

and

available

the

SEC’s

website

sec.gov.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VVIF-RS-IVIP-SAR

(6/24)

June

30,

2024

Semi-Annual

Report:

Full

Financials

Victory

Variable

Insurance

Funds

Victory

Large

Cap

Alpha

VIP

Series

vcm.com

News,

Information

And

Education

Hours

Day,

Days

Week

The

Victory

Capital

website

gives

fund

shareholders,

prospective

shareholders,

and

investment

professionals

convenient

way

access

fund

information,

get

guidance,

and

track

fund

performance

anywhere

they

can

access

the

Internet.

The

site

includes:

Detailed

performance

records

Daily

prices

The

latest

fund

news

Investment

resources

help

you

become

better

investor

section

dedicated

investment

professionals

Whether

you’re

potential

investor

searching

for

the

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that

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your

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philosophy,

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interest-

planning

tools,

investment

professional,

vcm.com

has

what

you

seek.

Visit

anytime.

We’re

always

open.

TABLE

CONTENTS

Victory

Variable

Insurance

Funds

Schedule

Portfolio

Investments

Financial

Statements

Statement

Assets

and

Liabilities

Statement

Operations

Statements

Changes

Net

Assets

Financial

Highlights

Notes

Financial

Statements

Supplemental

Information

Proxy

Voting

and

Portfolio

Holdings

Information

Call

Victory

at:

800-539-FUND

(800-539-3863)

Visit

our

website

at:

vcm.com

The

Fund

distributed

Victory

Capital

Services,

Inc.

Victory

Capital

Management

Inc.

the

investment

adviser

the

Fund

and

receives

fees

from

the

Fund

for

performing

services

for

the

Fund.

This

report

not

authorized

for

distribution

prospective

investors

unless

preceded

accompanied

current

prospectus

the

Fund.

For

additional

information

about

any

Victory

Fund,

including

fees,

expenses,

and

risks,

view

our

prospectus

online

vcm.com

call

800-539-3863.

Read

carefully

before

you

invest

send

money.

The

information

this

report

based

data

obtained

from

recognized

services

and

sources

and

believed

reliable.

Any

opinions,

projections,

recommendations

this

report

are

subject

change

without

notice

and

are

not

intended

individual

investment

advice.

Past

investment

performance

the

Fund,

markets

securities

mentioned

herein

should

not

considered

indicative

future

results.

NOT

FDIC

INSURED

BANK

GUARANTEE

MAY

LOSE

VALUE

Schedule

Portfolio

Investments

June

30,

2024

Victory

Variable

Insurance

Funds

Victory

Large

Cap

Alpha

VIP

Series

(Unaudited)

See

notes

financial

statements.

Security

Description

Value

Common

Stocks

(98.5%)

Communication

Services

(7.2%):

Alphabet,

Inc.

Class

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

154,700

28,178,605

Take-Two

Interactive

Software,

Inc.

(a)

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

60,930

9,474,006

TKO

Group

Holdings,

Inc.

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

192,400

20,777,276

58,429,887

Consumer

Discretionary

(2.9%):

LKQ

Corp.

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

374,040

15,556,324

Mattel,

Inc.

(a)

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

507,540

8,252,600

23,808,924

Consumer

Staples

(7.4%):

Keurig

Pepper,

Inc.

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

755,260

25,225,684

Mondelez

International,

Inc.

Class

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

233,140

15,256,682

U.S.

Foods

Holding

Corp.

(a)

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

371,400

19,676,772

60,159,138

Energy

(8.0%):

Chevron

Corp.

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

76,140

11,909,819

Enterprise

Products

Partners

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

553,720

16,046,805

Exxon

Mobil

Corp.

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

162,370

18,692,034

Marathon

Oil

Corp.

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

656,010

18,807,807

65,456,465

Financials

(20.4%):

Cboe

Global

Markets,

Inc.

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

65,120

11,074,307

Citigroup,

Inc.

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

443,410

28,138,799

Everest

Group

Ltd.

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

38,520

14,676,890

Fairfax

Financial

Holdings

Ltd.

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

22,000

25,030,529

JPMorgan

Chase

Co.

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

109,260

22,098,928

The

Goldman

Sachs

Group,

Inc.

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

58,810

26,600,939

The

PNC

Financial

Services

Group,

Inc.

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

104,840

16,300,523

The

Progressive

Corp.

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

109,000

22,640,390

166,561,305

Health

Care

(17.1%):

AbbVie,

Inc.

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

102,490

17,579,085

HealthCare

Technologies,

Inc.

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

94,670

7,376,686

Humana,

Inc.

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

16,510

6,168,962

Johnson

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

75,880

11,090,621

McKesson

Corp.

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

21,910

12,796,316

Medtronic

PLC

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

188,460

14,833,687

Merck

Co.,

Inc.

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

192,670

23,852,546

Teva

Pharmaceutical

Industries

Ltd.

ADR

(a)

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

607,210

9,867,162

The

Cigna

Group

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

63,060

20,845,744

UnitedHealth

Group,

Inc.

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

29,495

15,020,624

139,431,433

Industrials

(15.5%):

FedEx

Corp.

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

49,640

14,884,057

General

Dynamics

Corp.

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

54,520

15,818,433

Johnson

Controls

International

PLC

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

153,340

10,192,510

Leidos

Holdings,

Inc.

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

141,620

20,659,526

PACCAR,

Inc.

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

105,145

10,823,626

Parker-Hannifin

Corp.

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

15,270

7,723,719

RTX

Corp.

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

145,371

14,593,795

Sensata

Technologies

Holding

PLC

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

377,000

14,096,030

SS&C

Technologies

Holdings,

Inc.

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

273,590

17,145,885

125,937,581

Information

Technology

(10.9%):

Amphenol

Corp.

Class

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

265,140

17,862,482

Analog

Devices,

Inc.

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

74,850

17,085,261

Applied

Materials,

Inc.

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

75,160

17,737,008

Victory

Variable

Insurance

Funds

Victory

Large

Cap

Alpha

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Corpay,

Inc.

(a)

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

48,430

12,902,236

Salesforce,

Inc.

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

39,200

10,078,320

Zebra

Technologies

Corp.

(a)

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

43,590

13,466,259

89,131,566

Materials

(3.0%):

PPG

Industries,

Inc.

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

86,110

10,840,388

Sealed

Air

Corp.

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

393,510

13,690,213

24,530,601

Real

Estate

(2.9%):

Equity

LifeStyle

Properties,

Inc.

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

178,440

11,621,797

Invitation

Homes,

Inc.

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

330,990

11,879,231

23,501,028

Utilities

(3.2%):

Exelon

Corp.

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

380,890

13,182,603

Vistra

Corp.

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

148,719

12,786,859

25,969,462

Total

Common

Stocks

(Cost

$601,795,934)

802,917,390

Total

Investments

(Cost

$601,795,934)

—

98.5%

802,917,390

Other

assets

excess

liabilities

—

1.5%

12,241,243

NET

ASSETS

100.00%

815,158,633

June

30,

2024,

the

Fund's

investments

foreign

securities

were

7.9%

net

assets.

(a)

Non-income

producing

security.

ADR

—

American

Depositary

Receipt

—

Limited

Partnership

PLC

—

Public

Limited

Company

Statement

Assets

and

Liabilities

June

30,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

(Unaudited)

Victory

Large

Cap

Alpha

VIP

Series

Assets:

Investments,

value

(Cost

$601,795,934)

802,917,390‌

Cash

12,387,868‌

Receivables:

Interest

and

dividends

955,012‌

Capital

issued

350‌

From

Adviser

190,528‌

Prepaid

expenses

4,657‌

Total

Assets

816,455,805‌

Liabilities:

Payables:

Capital

redeemed

644,535‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

336,145‌

Administration

fees

36,774‌

Custodian

fees

6,253‌

Transfer

agent

fees

15‌

Sub-Transfer

agent

fees

227,491‌

Compliance

fees

546‌

Other

accrued

expenses

45,413‌

Total

Liabilities

1,297,172‌

Commitments

and

contingencies

(Note

)

Net

Assets:

Capital

507,809,945‌

Total

accumulated

earnings

(loss)

307,348,688‌

Net

Assets

815,158,633‌

(unlimited

authorized

with

par

value

$0.001

per

share):

16,455,301‌

Net

asset

value:

.54‌

Statement

Operations

For

the

Six

Months

Ended

June

30,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

(Unaudited)

Victory

Large

Cap

Alpha

VIP

Series

Investment

Income:

Dividends

8,348,591‌

Interest

327,687‌

Foreign

tax

withholding

(

81,877‌

)

Total

Income

8,594,401‌

Expenses:

Investment

advisory

fees

2,037,936‌

Administration

fees

218,529‌

Sub-Administration

fees

7,833‌

Custodian

fees

18,211‌

Transfer

agent

fees

141‌

Sub-Transfer

agent

fees

442,783‌

Trustees'

fees

23,609‌

Compliance

fees

3,578‌

Legal

and

audit

fees

41,414‌

Other

expenses

14,740‌

Total

Expenses

2,808,774‌

Expenses

waived/reimbursed

Adviser

(

566,646‌

)

Net

Expenses

2,242,128‌

Net

Investment

Income

(Loss)

6,352,273‌

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

57,564,276‌

Net

change

unrealized

appreciation/depreciation

investment

securities

42,836,781‌

Net

realized/unrealized

gains

(losses)

investments

100,401,057‌

Change

net

assets

resulting

from

operations

106,753,330‌

Victory

Variable

Insurance

Funds

Statements

Changes

Net

Assets

See

notes

financial

statements.

Victory

Large

Cap

Alpha

VIP

Series

Six

Months

Ended

June

30,

2024

(Unaudited)

Year

Ended

December

31,

2023

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

6,352,273‌

9,458,425‌

Net

realized

gains

(losses)

57,564,276‌

36,504,729‌

Net

change

unrealized

appreciation/depreciation

42,836,781‌

53,208,654‌

Change

net

assets

resulting

from

operations

106,753,330‌

99,171,808‌

Change

net

assets

resulting

from

distributions

shareholders

—‌

(

66,537,672‌

)

Change

net

assets

resulting

from

capital

transactions

(

80,250,304‌

)

(

21,008,210‌

)

Change

net

assets

26,503,026‌

11,625,926‌

Net

Assets:

Beginning

period

788,655,607‌

777,029,681‌

End

period

815,158,633‌

788,655,607‌

Capital

Transactions:

Proceeds

from

issued

6,153,550‌

20,809,694‌

Distributions

reinvested

—‌

66,537,672‌

Cost

redeemed

(

86,403,854‌

)

(

108,355,576‌

)

Change

net

assets

resulting

from

capital

transactions

(

80,250,304‌

)

(

21,008,210‌

)

Transactions:

Issued

131,767‌

483,373‌

Reinvested

—‌

1,534,298‌

Redeemed

(

1,821,256‌

)

(

2,489,890‌

)

Change

(

1,689,489‌

)

(

472,219‌

)

Victory

Variable

Insurance

Funds

Financial

Highlights

For

Outstanding

Throughout

Each

Period

See

notes

financial

statements.

Victory

Large

Cap

Alpha

VIP

Series

Six

Months

Ended

June

30,

2024

(Unaudited)

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

Period

$43.46

$41.74

$54.34

$44.49

$48.27

$43.45

Investment

Activities:

Net

investment

income

(loss)(a)

0.37

0.53

0.57

0.75

0.62

0.70

Net

realized

and

unrealized

gains

(losses)

5.71

5.13

(2.78)

9.69

(0.90)

12.75

Total

from

Investment

Activities

6.08

5.66

(2.21)

10.44

(0.28)

13.45

Distributions

Shareholders

from:

Net

investment

income

—

(0.55)

(0.61)

(0.59)

(0.56)

(0.48)

Net

realized

gains

—

(3.39)

(9.78)

—

(2.94)

(8.15)

Total

Distributions

—

(3.94)

(10.39)

(0.59)

(3.50)

(8.63)

Net

Asset

Value,

End

Period

$49.54

$43.46

$41.74

$54.34

$44.49

$48.27

Total

Return(b)(c)(d)

13.96%

13.69%

(4.33)%

23.49%

(0.44)%

31.16%

Ratios

Average

Net

Assets:

Net

Expenses(e)(f)

0.55%

Net

Investment

Income

(Loss)(e)

1.56%

1.22%

1.10%

1.47%

1.37%

Gross

Expenses(e)(f)

0.69%

0.70%

0.72%

0.73%

0.74%

0.73%

Supplemental

Data:

Net

Assets

end

period

(000's)

$815,159

$788,656

$777,030

$951,968

$901,190

$958,695

Portfolio

Turnover(b)

10%

40%

60%

51%(g)

101%(h)

50%

(a)

Per

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

method.

(b)

Not

annualized

for

periods

less

than

one

year.

(c)

Assumes

reinvestment

all

net

investment

income

and

realized

capital

gain

distributions,

any,

during

the

period.

Includes

adjustments

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Total

returns

not

reflect

the

effects

charges

deducted

pursuant

the

terms

The

Guardian

Insurance

Annuity

Company,

Inc.'s

variable

contracts.

Inclusion

such

charges

would

reduce

the

total

returns

for

all

periods

shown.

(e)

Annualized

for

periods

less

than

one

year.

(f)

Does

not

include

acquired

fund

fees

and

expenses,

any.

(g)

Reflects

return

normal

trading

levels

after

prior-year

transition.

(h)

Reflects

increase

trading

activity

due

asset

allocation

shifts.

Notes

Financial

Statements

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Organization:

Victory

Variable

Insurance

Funds

(the

“Trust”)

organized

Delaware

statutory

trust

and the

Trust

registered

under

the

Investment

Company

Act

1940,

amended

(the

“1940

Act”),

open-end

investment

company.

The

Trust

comprised

of six

funds

and

authorized

issue

unlimited

number

shares,

which

are

units

beneficial

interest

with

par

value

$0.001

per

share.

The

accompanying

financial

statements

are

those

of Victory

Large

Cap

Alpha

VIP

Series

(the

“Fund”),

series

the

Trust.

The

Fund offers

single

class

Class

The

Fund’s

are

only

available

for

purchase

certain

separate

accounts

insurance

companies

investments

for

certain

variable

annuity

plans

and

variable

life

insurance

contracts

issued

those

insurance

companies.

The

Fund

classified

diversified

under

the

1940

Act.

Victory

Capital

Management

Inc.

(“VCM”

the

“Adviser”)

indirect

wholly

owned

subsidiary

Victory

Capital

Holdings,

Inc.,

publicly

traded

Delaware

corporation,

and

wholly

owned

direct

subsidiary

Victory

Capital

Operating,

LLC.

Under

the

Trust’s

organizational

documents,

its

officers

and

trustees

are

indemnified

against

certain

liabilities

arising

out

the

performance

their

duties

the

Fund.

addition,

the

normal

course

business,

the

Fund

enters

into

contracts

with

its

vendors

and

others

that

provide

for

general

indemnifications.

The

Fund’s

maximum

exposure

under

these

arrangements

unknown,

this

would

involve

future

claims

that

may

made

against

the

Fund.

However,

based

experience,

the

Fund

expects

that

risk

loss

remote.

Significant

Accounting

Policies:

The

following

summary

significant

accounting

policies

followed

the Fund

the

preparation

its

financial

statements.

The

policies

are

conformity

with

U.S.

Generally

Accepted

Accounting

Principles

(“GAAP”).

The

preparation

financial

statements

accordance

with

GAAP

requires

the

Adviser

make

estimates

and

assumptions

that

affect

the

reported

amounts

assets

and

liabilities

and

disclosure

contingent

assets

and

liabilities

the

date

the

financial

statements

and

the

reported

amounts

income

and

expenses

for

the

period.

Actual

results

could

differ

from

those

estimates.

The

Fund

follows

the

specialized

accounting

and

reporting

requirements

under

GAAP

that

are

applicable

investment

companies

under

Accounting

Standards

Codification

Topic

946.

Investment

Valuation:

The

Fund

records

investments

fair

value.

Fair

value

defined

the

price

that

would

received

to sell

an asset

paid

transfer

liability

orderly

transaction

between

market

participants

the

measurement

date.

The

valuation

techniques

described

below

maximize

the

use

observable

inputs

and

minimize

the

use

unobservable

inputs

determining

fair

value.

The

inputs

used

for

valuing

the

Fund’s

investments

are

summarized

the

three

broad

levels

listed

below:

Level

—

quoted

prices

(unadjusted)

active

markets

for

identical

securities

Level

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

credit

spreads,

applicable

those

securities,

etc.)

Level

—

significant

unobservable

inputs

(including

the

Adviser’s

assumptions

determining

the

fair

value

investments)

Changes

valuation

techniques

may

result

transfers

out

assigned

level

within

the

disclosure

hierarchy.

The

inputs

methodologies

used

for

valuation

techniques

are

not

necessarily

indication

the

risks

associated

with

entering

into

those

investments.

The Adviser,

appointed

the

valuation

designee

by the

Trust's

Board

Trustees

(the

“Board”),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

Board

oversight,

the

Committee

administers

and

oversees

the

Fund’s

valuation

policies

and

procedures,

which

are

approved

the

Board.

Portfolio

securities

listed

traded

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”)

and

American

Depositary

Receipts,

are

valued

the

last

sale

price

the

exchange

system

where

the

security

principally

traded,

available,

the

Nasdaq

Official

Closing

Price.

there

have

been

sales

for

that

day

the

exchange

system,

then

security

valued

the

closing bid

quotation

the

exchange

system

where

the

security

principally

traded.

each

these

situations,

valuations

are

typically

categorized

Level

the

fair

value

hierarchy.

Investments

open-end

investment

companies,

other

than

ETFs, are

valued

at their

net

asset

value

(“NAV”).

These

valuations

are

typically

categorized

Level

1 in

the

fair

value

hierarchy.

the

event

that

price

quotations

valuations

are

not

readily

available,

investments

are

valued

fair

value

accordance

with

procedures

established

and

under

the

general

supervision

and

responsibility

the

Board.

These

valuations

are

typically

categorized

Level

the

fair

value

hierarchy,

based

the

observability

inputs

used

determine

the

fair

value.

The

effect

fair

value

pricing

that

securities

may

not

priced

the

basis

quotations

from

the

primary

market

which

they

are

traded

and

the

actual

price

realized

from

the

sale

security

may

differ

materially

from

the

fair

value

price.

Valuing

these

securities

fair

value

intended

cause

the

Fund’s

NAV to

reliable

than

otherwise

would

be.

summary

the

valuations

June

30,

2024, based

upon

the

three

levels

defined

above,

included

the

table

below

while

the

breakdown,

category,

investments

disclosed

the

Schedule

Portfolio

Investments:

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

of June

30,

2024,

there

were

significant

transfers

into/out

Level

Real

Estate

Investment

Trusts

(“REITs”):

The

Fund

may

invest

REITs,

which

report

information

the

source

their

distributions

annually.

REITs

are

pooled

investment

vehicles

that

invest

primarily

income-producing

real

estate

real

estate

loans

interests

(such

mortgages).

Certain

distributions

received

from

REITs

will

reclassed

realized

gains

return

capital

estimated

the

Fund

based

calendar

year-end

information

becomes

known

available.

Investment

Companies:

Open-End

Funds:

The

Fund

may

invest

portfolios

open-end

investment

companies.

These

investment

companies

value

securities

their

portfolios

for

which

market

quotations

are

readily

available

their

market

values

(generally

the

last

reported

sale

price)

and

all

other

securities

and

assets

their

fair

value

the

methods

established

the

board

directors

the

underlying

funds.

Derivative

Instruments:

Foreign

Exchange

Currency

Contracts:

The

Fund

may

enter

into

foreign

exchange

currency

contracts

convert

U.S.

dollars

and

from

various

foreign

currencies.

foreign

exchange

currency

contract

obligation

by the

Fund

purchase

sell

specific

currency

future

date

price

(in

U.S.

dollars)

set

the

time

the

contract.

The

Fund

does

not

engage

“cross-currency”

foreign

exchange

contracts

(i.e.,

contracts

purchase

sell

one

foreign

currency

exchange

for

another

foreign

currency).

The

Fund’s

foreign

exchange

currency

contracts

might

considered

spot

contracts

(typically

contract

one

week

less)

forward

contracts

(typically

contract

term

over

one

week).

spot

contract

entered

into

for

purposes

hedging

against

foreign

currency

fluctuations

relating

specific

portfolio

transaction,

such

the

delay

between

security

transaction

trade

date

and

settlement

date.

Forward

contracts

are

entered

into

for

purposes

hedging

portfolio

holdings

concentrations

such

holdings. Each

foreign

exchange

currency

contract

adjusted

daily

the

prevailing

spot

forward

rate

the

underlying

currency,

and

any

appreciation

depreciation

recorded

for

financial

statement

purposes

unrealized

until

the

contract

settlement

date,

which

time

the

Fund

records

realized

gains

losses

equal

the

difference

between

the

value

contract

the

time

was

opened

and

the

value

the

time

was

closed.

The Fund

could

exposed

risk

counterparty

unable

meet

the

terms

foreign

exchange

currency

contract

the

value

the

foreign

currency

changes

unfavorably.

addition,

the

use

foreign

exchange

currency

contracts

does

not

eliminate

fluctuations

the

underlying

prices

the

securities.

The

Fund

enters

into

foreign

exchange

currency

contracts

solely

for

spot

forward

hedging

purposes,

and

not

for

speculative

purposes

(i.e.,

the

Fund

does

not

enter

into

such

contracts

solely

for

the

purpose

earning

foreign

currency

gains). As

of June

30,

2024,

the

Fund

had

open

forward

foreign

exchange

currency

contracts.

Investment

Transactions

and

Income:

Changes

holdings

investments

are

accounted

for

later

than

one

business

day

following

the

trade

date.

For

financial

reporting

purposes,

however,

investment

transactions

are

accounted

for

trade

date

the

last

business

day

the

reporting

period.

Interest

income

determined

the

basis

coupon

interest

accrued

and recorded

daily

using

the

effective

interest

method

which

adjusts,

where

applicable,

the

amortization

premiums

accretion

discounts. Dividend

income

recorded

the

ex-dividend

date.

Non-cash

dividends

included

income,

any,

are

recorded

the

fair

value

the

securities

received. Gains

losses

realized

sales

securities

are

recorded

the

identified

cost

basis.

Withholding

taxes

interest,

dividends,

and

gains

result

certain

investments

the

Fund

have

been

provided

for

accordance

with

each

investment’s

applicable

country’s

tax

rules

and

rates.

Foreign

Currency

Translations:

The

accounting

records

the

Fund

are

maintained

U.S.

dollars.

Investment

securities

and

other

assets

and

liabilities

of the

Fund

denominated

foreign

currency

are

translated

into

U.S.

dollars

current

exchange

rates.

Purchases

and

sales

securities,

income

receipts,

and

expense

payments

are

translated

into

U.S.

dollars

the

exchange

rates

the

date

the

transactions.

The

Fund

does

not

isolate

the

portion

the

results

operations

resulting

from

changes

foreign

exchange

rates

investments

from

fluctuations

arising

from

changes

market

prices

securities

held.

Such

fluctuations,

any,

are

disclosed

Net

change

unrealized

appreciation/depreciation

on investment

securities

and

foreign

currency

translations

the

Statement

Operations.

Realized

gains

losses

from

these

fluctuations,

any,

are

disclosed

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

the

Statement

Operations.

Level

Total

Victory

Large

Cap

Alpha

VIP

Series

Common

Stocks

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

802,917,390

—

802,917,390

Total

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

802,917,390

—

802,917,390

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Federal

Income

Taxes:

The

Fund

intends

continue

qualify

regulated

investment

company

complying

with

the

provisions

available

certain

investment

companies,

defined

applicable

sections

the

Internal

Revenue

Code,

and

make

distributions

net

investment

income

and

net

realized

gains

sufficient

relieve

from

all,

substantially

all,

federal

income

taxes.

Accordingly,

provision

for

federal

income

taxes

required

the

financial

statements.

The

Fund

has

tax

year

end

of December

31.

For

the

six

months

ended

June

30,

2024,

the

Fund

did

not

incur

any

income

tax,

interest,

penalties,

and

has

recorded

liability

for

net

unrecognized

tax

benefits

relating

uncertain

tax

positions.

Management

the

Fund

has

reviewed

tax

positions

taken

tax

years

that

remain

subject

examination

all

major

tax

jurisdictions,

including

federal

(i.e.,

the

last

four

tax

years,

which

includes

the

current

fiscal

tax

year

end).

Management

believes

that

there

tax

liability

resulting

from

unrecognized

tax

benefits

uncertain

tax

positions

taken.

Allocations:

Expenses

directly

attributable

to the

Fund

are

charged

to the

Fund,

while

expenses

that

are

attributable

than

one

fund

the

Trust,

jointly

with

affiliated

trust,

are

allocated

among

the

respective

funds

the

Trust

and/or

affiliated

trust

based

upon

net

assets

another

appropriate

basis.

Fees

Paid

Indirectly:

Expense

offsets

custody

fees

that

arise

from

credits

cash

balances

maintained

deposit

are

reflected

the

Statement

Operations,

applicable,

Fees

paid

indirectly.

Purchases

and

Sales:

Purchases

and sales

securities

(excluding

securities

maturing

less

than

one

year

from

acquisition)

for

the

six

months

ended

June

30,

2024,

were

follows:

Fees

and

Transactions

with

Affiliates

and

Parties:

Investment

Advisory

Fees:

Investment

advisory

services

are

provided

the

Fund

the

Adviser,

which

New

York

corporation

registered

investment

adviser

with

the

SEC.

Under

the

terms

the

Investment

Advisory

Agreement,

the

Adviser

entitled

receive

fees

accrued

daily

and

paid

monthly

annualized

rate

0.50%

the

Fund’s

average

daily

net

assets.

Amounts

incurred

and

paid

VCM

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Investment

advisory

fees.

Administration

and

Servicing

Fees:

VCM

also

serves

the

Fund’s

administrator

and

fund

accountant.

Under

the Administration

and

Fund

Accounting

Agreement,

VCM

paid

administration

fee

based

percentage

the

average

daily

net

assets

the

Trust,

Victory

Portfolios

and

Victory

Portfolios

II.

The

tiered

rates

which

VCM

paid

the

Funds

are

shown

the

table

below:

Amounts

incurred

for

the

six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

affiliate

Citibank,

acts

sub-administrator

and

sub-fund

accountant

the

Fund

pursuant

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

fee

for

providing

these

services.

The Fund

reimburses

VCM

and

Citi

for

out-of-pocket

expenses

incurred

providing

these

services

and

certain

other

expenses

specifically

allocated

the

Fund.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Sub-Administration

fees.

The

Fund

(as

part

the

Trust)

has

entered

into

agreement

with

the

Adviser

provide

compliance

services,

pursuant

which

the

Adviser

furnishes

its

compliance

personnel,

including

the

services

the

Chief

Compliance

Officer

(“CCO”),

and

other

resources

reasonably

necessary

provide

the

Trust

with

compliance

oversight

services

the

design,

administration,

and

oversight

compliance

program

for

the

Trust

accordance

with

Rule

38a-1

under

the

1940

Act.

The

CCO

employee

the

Adviser,

which

pays

the

compensation

the

CCO

and

support

staff.

The

funds

the

Trust,

Victory

Portfolios,

Victory

Portfolios

and

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Compliance

fees.

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

Large

Cap

Alpha

VIP

Series

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

82,654,668

148,281,606

Net

Assets

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Transfer

Agency

Fees:

FIS

Investor

Services,

LLC

(“FIS”)

serves

the

Fund’s

transfer

agent.

Under

the

Transfer

Agent

Agreement,

the

Trust

pays

FIS

fee

for

its

services

and

reimburses

FIS

for

all

their

reasonable

out-of-pocket

expenses

incurred

providing

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Transfer

agent

fees.

Sub-Transfer

Agency

Fees:

The

Fund

has

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

customers

the

intermediaries

that

hold

positions

the

Fund

and

has

agreed

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Fund

primarily

through

the

use

omnibus

accounts

behalf

their

customers

who

hold

positions

the

Fund.

These

services

would

have

been

provided

the

Fund’s

transfer

agent

and

other

service

providers

the

shareholders’

accounts

were

maintained

directly

the

Fund’s

transfer

agent.

Amounts

incurred

for

the

six

months ended

June

30,

2024,

are

reflected

the

Statement

Operations

Sub-Transfer

agent

fees.

Distributor/Underwriting

Services:

Victory

Capital

Services,

Inc.

(the

“Distributor”),

affiliate

the

Adviser,

serves

Distributor

for

the

continuous

offering

the

Fund

pursuant

Distribution

Agreement

between

the

Distributor

and

the

Trust,

and

receives

fee

other

compensation

for

these

services.

Other

Fees:

Citibank

serves

the

Fund’s

custodian.

The

Fund

pays

Citibank

fee

for

providing

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Custodian

fees.

Sidley

Austin

LLP

provides

legal

services

the

Trust.

The

Adviser

has

entered

into

expense

limitation

agreement

with the Trust

until

least

April

30,

2025.

Under

the

terms

the

agreement,

the

Adviser

has

agreed

waive

fees

reimburse

certain

expenses

the

extent

that

ordinary

operating

expenses

incurred

any

fiscal

year

exceed

the

expense limit

of the

Fund.

Such

excess

amounts

will

the

liability

the

Adviser. Acquired

fund

fees

and

expenses,

interest,

taxes,

brokerage

commissions,

other

expenditures which

are

capitalized

accordance

with

GAAP,

and

other

extraordinary

expenses

not

incurred

the

ordinary

course

of the

Fund’s

business

are

excluded

from

the

expense

limit.

June

30,

2024,

the

expense

limit (excluding

voluntary

waivers) was:

Under

the

terms

the

expense

limitation

agreement,

amended February

27,

2024, the

Fund

has

agreed

repay

fees

and

expenses

that

were

waived

reimbursed

the

Adviser

for

period

three

years

(thirty-six

(36)

months)

after

the

waiver

reimbursement

took

place,

subject

the

lesser

any

operating

expense limits

effect

the

time

of:

(a)

the

original

waiver

expense

reimbursement;

(b)

the

recoupment,

after

giving

effect

the

recoupment

amount.

The

Fund

has

not

recorded

any

amounts

available

repaid

the

Adviser

commitment

and

contingency

liability

due

assessment

that

such

repayments

are

not

probable

June

30,

2024.

of June

30,

2024,

the

following amounts

are

available

repaid

the

Adviser:

The

Adviser

may

voluntarily

waive

reimburse

additional

fees

assist

the

Fund

maintaining

competitive

expense

ratios.

Voluntary

waivers

and

reimbursements

applicable

the

Fund are

not

available

recouped

future

time.

There

were

voluntary

waivers

reimbursements

for

the six

months

ended

June

30,

2024.

Certain

officers

and/or

interested

trustees

the

Fund

are

also

officers

and/or

employees

the

Adviser,

administrator,

fund

accountant,

sub-

administrator,

sub-fund

accountant,

custodian,

legal

counsel,

and

Distributor.

Risks:

The

Fund

may

subject

other

risks

addition

these

identified

risks.

Equity

Securities

Risk

—

The

value

the

equity

securities

which

the

Fund

invests

may

decline

response

developments

affecting

individual

companies

and/or

general

economic

conditions

the

United

States

abroad.

company’s

earnings

dividends

may

not

increase

expected

(or

may

decline)

because

poor

management,

competitive

pressures,

reliance

particular

suppliers

geographical

regions,

labor

problems

shortages,

corporate

restructurings,

fraudulent

disclosures,

man-made

natural

disasters,

military

confrontations

wars,

terrorism,

public

health

crises,

other

events,

conditions,

and

factors.

Price

changes

may

temporary

last

for

extended

periods.

General

Market

Risk

—

Overall

market

risks

may

affect

the

value

the

Fund.

Domestic

and

international

factors

such

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

effect

until

April

30,

2025

Victory

Large

Cap

Alpha

VIP

Series

0.55%

Expires

2024

Expires

2025

Expires

2026

Expires

2027

Total

Victory

Large

Cap

Alpha

VIP

Series

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

864,993

1,406,467

1,185,892

566,646

4,023,998

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

and

other

public

health

crises;

sanctions

against

particular

foreign

country,

its

nationals,

businesses,

industries;

and

geopolitical

events,

well

environmental

disasters

such

earthquakes,

fires,

and

floods,

other

catastrophes,

may

add

instability

global

economies

and

markets

generally,

and

may

lead

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

one

country

region

might

adversely

affect

issuers

another

country

region.

The

impact

these

and

other

factors

may

short-term

may

last

for

extended

periods.

Limited

Portfolio

Holdings Risk

—To

the

extent

the

Fund

invests

its

assets

limited

number

issuers

than

other

mutual

funds,

decline

the

market

value

particular

security

may

affect

the

Fund’s

value

than

the

Fund

invested

larger

number

issuers.

Large-Capitalization

Stock

Risk

—

The

securities

large-sized

companies

may

underperform

the

securities

smaller-sized

companies

the

market

whole.

The

growth

rate

larger,

established

companies

may

lag

those

smaller

companies,

especially

during

periods

economic

expansion.

Borrowing

and

Interfund

Lending:

Line

Credit:

The

Victory

Funds

Complex

participates

short-term

demand

note

“Line

Credit”

agreement

with

Citibank.

Under

the

agreement

with

Citibank,

the

Victory

Funds

Complex

may

borrow

$600

million,

which

$300

million

committed

and

$300

million

uncommitted.

$40

million

the

Line

Credit

reserved

for

use

the

Victory

Floating

Rate

Fund,

another

series

the

Victory

Funds

Complex,

with

Victory

Floating

Rate

Fund

paying

the

commitment

fees

for

that

amount.

The

purpose

the

Line

Credit

meet

temporary

emergency

cash

needs.

For

the six

months

ended

June

30,

2024,

Citibank

received

annual

commitment

fee

0.15%

$300

million

for

providing

the

Line

Credit.

Each

fund

the

Victory

Funds

Complex

paid

pro-rata

portion

the

commitment

fees

plus

any

interest

amounts

borrowed.

Interest

based

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

25,

2024,

the

agreement

was

renewed

with

termination

date

June

23,

2025,

and

the

annual

commitment

fee

0.15%

remained

unchanged.

Interest

charged

the

Fund

during

the

period,

applicable,

reflected

the

Statement

Operations

under

Line

credit

fees.

The

Fund

had

borrowings

under the

Line

Credit

agreement

during

the

six

months

ended

June

30,

2024.

Interfund

Lending:

The

Trust

and

the

Adviser

rely

exemptive

order

granted

the

SEC

March

2017

(the

“Order”),

permitting

the

establishment

and

operation

Interfund

Lending

Facility

(the

“Facility”).

The

Facility

allows

the

Fund

directly

lend

and

borrow

money

from

any

other

fund

the

Victory

Funds

Complex

that

permitted

participate

the

Facility,

relying

upon

the

Order

rates

beneficial

both

the

borrowing

and

lending

funds.

Advances

under

the

Facility

are

allowed

for

temporary

emergency

purposes,

including

the

meeting

redemption

requests

that

otherwise

might

require

the

untimely

disposition

securities,

and

are

subject

each

Fund’s

borrowing

restrictions.

The

interfund

loan

rate

determined,

specified

the

Order,

averaging

the

current

repurchase

agreement

rate

and

the

current

bank

loan

rate.

Borrower

(as

defined

the

Order),

interest

charged

the

Fund,

any,

during

the

period,

reflected

the

Statement

Operations

under

Interfund

lending

fees.

Lender

(as

defined

the

Order),

interest

earned

the

Fund,

any,

during

the

period,

reflected

the

Statement

Operations

under

Interfund

lending.

The

Fund

did

not

utilize

participate

the

Facility

during

the

six

months

ended

June

30,

2024.

Federal

Income

Tax

Information:

The

Fund

intends

distribute

any

net

investment

income

annually.

Distributable

net

realized

gains,

any,

are

declared

and

paid

least

annually.

The

amounts

dividends

from

net

investment

income

and

distributions

from

net

realized

gains

(collectively,

distributions

shareholders)

are

determined

accordance

with

federal

income

tax

regulations,

which

may

differ

from

GAAP.

the

extent

these

“book/tax”

differences

are

permanent

nature

(e.g.,

net

operating

loss

and

distribution

reclassification),

such

amounts

are

reclassified

within

the

components

net

assets

based

their

federal

tax-basis

treatment;

temporary

differences

(e.g.,

wash

sales)

not

require

reclassification.

the

extent

dividends

and

distributions

exceed

net

investment

income

and

net

realized

gains

for

tax

purposes,

they

are

reported

distributions

capital.

Net

investment

losses

incurred

the

Fund

may

reclassified

offset

capital

the

accompanying

Statement

Assets

and

Liabilities.

The

tax

character

current

year

distributions

paid

and

the

tax

basis

the

current

components

accumulated

earnings

(loss)

will

determined

the

end

the

current

tax

year.

the

tax year

ended December

31,

2023,

the

Fund

had

capital

loss

carryforwards

for

federal

income

tax

purposes.

Supplemental

Information

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Proxy

Voting

and

Portfolio

Holdings

Information

Proxy

Voting:

Information

regarding

the

Fund’s

policies

and

procedures

—

which

describes

how

vote

proxies

relating

portfolio

securities

—

included

the

Fund’s

Statement

Additional

Information

our

website

upon

request

calling

800-539-3863.

The

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

months

ended

June

August

31.

The

proxy

voting

record

available

free

charge

the

SEC

website

at sec.gov and

vcm.com.

Availability

Schedules

Portfolio

Investments:

The

Trust

files

complete

list

Schedules

Portfolio

Investments

with

the

SEC

for

the

first

and

third

quarter

each

fiscal

year

Form

N-PORT-P

and

available

the

SEC’s

website

sec.gov.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VVIF-RS-LCAVIP-SAR

(6/24)

June

30,

2024

Semi-Annual

Report:

Full

Financials

Victory

Variable

Insurance

Funds

Victory

Small

Cap

Growth

Equity

VIP

Series

vcm.com

News,

Information

And

Education

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Day,

Days

Week

The

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Capital

website

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TABLE

CONTENTS

Victory

Variable

Insurance

Funds

Schedule

Portfolio

Investments

Financial

Statements

Statement

Assets

and

Liabilities

Statement

Operations

Statements

Changes

Net

Assets

Financial

Highlights

Notes

Financial

Statements

Supplemental

Information

Proxy

Voting

and

Portfolio

Holdings

Information

Schedule

Portfolio

Investments

June

30,

2024

Victory

Variable

Insurance

Funds

Victory

Small

Cap

Growth

Equity

VIP

Series

(Unaudited)

See

notes

financial

statements.

Security

Description

Value

Common

Stocks

(96.7%)

Consumer

Discretionary

(12.0%):

American

Eagle

Outfitters,

Inc.

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

68,150

1,360,274

Atmus

Filtration

Technologies,

Inc.

(a)

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

20,440

588,263

Modine

Manufacturing

Co.

(a)

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

5,080

508,965

Ollie's

Bargain

Outlet

Holdings,

Inc.

(a)

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

4,990

489,868

(a)

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

4,040

987,538

Skyline

Champion

Corp.

(a)

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

20,130

1,363,807

Sonos,

Inc.

(a)

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

62,380

920,729

Sweetgreen,

Inc.

Class

(a)

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

19,490

587,429

Under

Armour,

Inc.

Class

(a)

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

184,160

1,202,565

Wayfair,

Inc.

Class

(a)

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

9,880

520,972

8,530,410

Consumer

Staples

(2.9%):

Freshpet,

Inc.

(a)

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

4,920

636,599

The

Vita

Coco

Co.,

Inc.

(a)

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

18,210

507,149

Utz

Brands,

Inc.

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

53,680

893,235

2,036,983

Energy

(3.9%):

Matador

Resources

Co.

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

12,870

767,052

Tidewater,

Inc.

(a)

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

10,680

1,016,843

Weatherford

International

PLC

(a)

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

8,290

1,015,110

2,799,005

Financials

(8.8%):

Euronet

Worldwide,

Inc.

(a)

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

6,090

630,315

FirstCash

Holdings,

Inc.

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

9,780

1,025,726

Flywire

Corp.

(a)

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

33,720

552,671

Palomar

Holdings,

Inc.

(a)

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

6,640

538,836

Payoneer

Global,

Inc.

(a)

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

129,200

715,768

Shift4

Payments,

Inc.

Class

(a)

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

9,650

707,827

Walker

Dunlop,

Inc.

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

6,720

659,904

Wintrust

Financial

Corp.

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

5,980

589,389

WisdomTree,

Inc.

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

85,700

849,287

6,269,723

Health

Care

(23.0%):

Acadia

Healthcare

Co.,

Inc.

(a)

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

9,040

610,562

Amicus

Therapeutics,

Inc.

(a)

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

59,630

591,530

Apellis

Pharmaceuticals,

Inc.

(a)

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

11,660

447,278

Apogee

Therapeutics,

Inc.

(a)

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

6,420

252,627

Arcellx,

Inc.

(a)

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

9,110

502,781

Biohaven

Ltd.

(a)

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

7,690

266,920

Blueprint

Medicines

Corp.

(a)

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

8,670

934,453

Bridgebio

Pharma,

Inc.

(a)

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

13,180

333,849

Cabaletta

Bio,

Inc.

(a)

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

24,740

185,055

Crinetics

Pharmaceuticals,

Inc.

(a)

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

8,330

373,101

Disc

Medicine,

Inc.

(a)

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

11,390

513,347

HealthEquity,

Inc.

(a)

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

10,280

886,136

Ideaya

Biosciences,

Inc.

(a)

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

11,190

392,881

Immunome,

Inc.

(a)

(b)

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

19,870

240,427

Immunovant,

Inc.

(a)

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

12,080

318,912

Insmed,

Inc.

(a)

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

4,930

330,310

Inspire

Medical

Systems,

Inc.

(a)

............................................

2,660

355,988

Krystal

Biotech,

Inc.

(a)

...................................................

4,130

758,433

MoonLake

Immunotherapeutics

(a)

..........................................

6,430

282,727

Nuvalent,

Inc.

Class

(a)

.................................................

6,400

485,504

Olema

Pharmaceuticals,

Inc.

(a)

.............................................

29,410

318,216

Opthea

Ltd.

ADR

(a)

....................................................

35,540

68,237

PROCEPT

BioRobotics

Corp.

(a)

............................................

9,360

571,802

Pulmonx

Corp.

(a)

.......................................................

37,960

240,666

RadNet,

Inc.

(a)

........................................................

16,310

960,985

Victory

Variable

Insurance

Funds

Victory

Small

Cap

Growth

Equity

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

REVOLUTION

Medicines,

Inc.

(a)

..........................................

19,350

750,973

RxSight,

Inc.

(a)

........................................................

8,280

498,208

SI-BONE,

Inc.

(a)

.......................................................

20,980

271,271

SpringWorks

Therapeutics,

Inc.

(a)

...........................................

13,420

505,531

Surgery

Partners,

Inc.

(a)

..................................................

24,620

585,710

Tandem

Diabetes

Care,

Inc.

(a)

..............................................

14,040

565,672

Twist

Bioscience

Corp.

(a)

.................................................

12,320

607,130

Vaxcyte,

Inc.

(a)

........................................................

10,580

798,896

Vericel

Corp.

(a)

........................................................

12,730

584,052

16,390,170

Industrials

(21.6%):

AAON,

Inc.

...........................................................

4,060

354,194

AAR

Corp.

(a)

.........................................................

11,620

844,774

AeroVironment,

Inc.

(a)

...................................................

2,660

484,546

Applied

Industrial

Technologies,

Inc.

.........................................

6,730

1,305,620

Atkore,

Inc.

...........................................................

2,510

338,674

Chart

Industries,

Inc.

(a)

..................................................

7,590

1,095,541

FTAI

Aviation

Ltd.

......................................................

3,900

402,597

Kirby

Corp.

(a)

.........................................................

2,500

299,325

Maximus,

Inc.

.........................................................

6,990

599,043

Montrose

Environmental

Group,

Inc.

(a)

(b)

.....................................

10,810

481,694

Moog,

Inc.

Class

.....................................................

7,780

1,301,594

MSA

Safety,

Inc.

.......................................................

2,620

491,748

MYR

Group,

Inc.

(a)

.....................................................

7,490

1,016,468

NEXTracker,

Inc.

Class

(a)

..............................................

20,500

961,040

Primoris

Services

Corp.

..................................................

15,100

753,339

Simpson

Manufacturing

Co.,

Inc.

...........................................

3,450

581,428

Tecnoglass,

Inc.

........................................................

12,010

602,662

Terex

Corp.

...........................................................

7,830

429,397

The

AZEK

Co.,

Inc.

(a)

...................................................

28,650

1,207,024

Watts

Water

Technologies,

Inc.

Class

.......................................

4,660

854,504

Zurn

Elkay

Water

Solutions

Corp.

...........................................

31,870

936,978

15,342,190

Information

Technology

(22.4%):

Altair

Engineering,

Inc.

Class

(a)

..........................................

10,330

1,013,166

Appfolio,

Inc.

Class

(a)

.................................................

3,050

745,938

Badger

Meter,

Inc.

......................................................

2,270

423,014

Box,

Inc.

Class

(a)

....................................................

22,170

586,175

Braze,

Inc.

Class

(a)

...................................................

15,700

609,788

Camtek

Ltd.

...........................................................

5,590

700,092

Confluent,

Inc.

Class

(a)

................................................

17,930

529,473

Credo

Technology

Group

Holding

Ltd.

(a)

.....................................

23,500

750,590

CyberArk

Software

Ltd.

(a)

................................................

2,610

713,626

Fabrinet

(a)

............................................................

5,670

1,387,959

Five9,

Inc.

(a)

..........................................................

7,510

331,191

Gitlab,

Inc.

Class

(a)

...................................................

8,700

432,564

Globant

(a)

.........................................................

2,360

420,694

Itron,

Inc.

(a)

..........................................................

8,470

838,191

JFrog

Ltd.

(a)

..........................................................

12,570

472,004

MACOM

Technology

Solutions

Holdings,

Inc.

(a)

................................

9,040

1,007,689

Onto

Innovation,

Inc.

(a)

..................................................

3,430

753,091

Holdings,

Inc.

(a)

.....................................................

12,430

749,902

Rambus,

Inc.

(a)

........................................................

8,400

493,584

Semtech

Corp.

(a)

.......................................................

12,350

369,018

Smartsheet,

Inc.

Class

(a)

...............................................

9,780

431,102

Sprout

Social,

Inc.

Class

(a)

..............................................

25,620

914,122

Varonis

Systems,

Inc.

(a)

..................................................

26,180

1,255,855

15,928,828

Materials

(2.1%):

Materion

Corp.

........................................................

5,250

567,683

Victory

Variable

Insurance

Funds

Victory

Small

Cap

Growth

Equity

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Summit

Materials,

Inc.

Class

(a)

..........................................

24,700

904,267

1,471,950

Total

Common

Stocks

(Cost

$63,511,300)

68,769,259

Collateral

for

Securities

Loaned

(0.4%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

.21

(c)

........

63,767

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

.22

(c)

............

63,767

Invesco

Government

Agency

Portfolio,

Institutional

.24

(c)

...............

63,767

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

.23

(c)

63,767

Total

Collateral

for

Securities

Loaned

(Cost

$255,068)

255,068

Total

Investments

(Cost

$63,766,368)

—

97.1%

69,024,327

Other

assets

excess

liabilities

—

2.9%

2,086,092

NET

ASSETS

100.00%

71,110,419

June

30,

2024,

the

Fund's

investments

foreign

securities

were

5.7%

net

assets.

Purchased

with

cash

collateral

from

securities

loan.

(a)

Non-income

producing

security.

(b)

All

portion

this

security

loan.

(c)

Rate

disclosed

the

daily

yield

June

30,

2024.

ADR

—

American

Depositary

Receipt

PLC

—

Public

Limited

Company

Statement

Assets

and

Liabilities

June

30,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

(Unaudited)

Victory

Small

Cap

Growth

Equity

VIP

Series

Assets:

Investments,

value

(Cost

$63,766,368)

69,024,327‌

(a)

Cash

617,726‌

Receivables:

Interest

and

dividends

10,523‌

Capital

issued

3,656‌

Investments

sold

2,539,438‌

From

Adviser

12,177‌

Prepaid

expenses

430‌

Total

Assets

72,208,277‌

Liabilities:

Payables:

Collateral

received

loaned

securities

255,068‌

Investments

purchased

762,123‌

Capital

redeemed

5,970‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

43,923‌

Administration

fees

3,203‌

Custodian

fees

1,008‌

Transfer

agent

fees

8‌

Sub-Transfer

agent

fees

17,057‌

Compliance

fees

52‌

Other

accrued

expenses

9,446‌

Total

Liabilities

1,097,858‌

Commitments

and

contingencies

(Note

)

Net

Assets:

Capital

81,907,286‌

Total

accumulated

earnings

(loss)

(

10,796,867‌

)

Net

Assets

71,110,419‌

(unlimited

authorized

with

par

value

$0.001

per

share):

7,175,840‌

Net

asset

value:

.91‌

(a)

Includes

$251,387

securities

loan.

Statement

Operations

For

the

Six

Months

Ended

June

30,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

(Unaudited)

Victory

Small

Cap

Growth

Equity

VIP

Series

Investment

Income:

Dividends

90,815

Interest

22,866

Securities

lending

(net

fees)

1,772

Total

Income

115,453

Expenses:

Investment

advisory

fees

274,840

Administration

fees

19,237

Sub-Administration

fees

8,426

Custodian

fees

3,032

Transfer

agent

fees

182

Sub-Transfer

agent

fees

33,679

Trustees'

fees

2,886

Compliance

fees

327

Legal

and

audit

fees

7,949

Other

expenses

5,776

Total

Expenses

356,334

Expenses

waived/reimbursed

Adviser

(

33,939

)

Net

Expenses

322,395

Net

Investment

Income

(Loss)

(

206,942

)

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

7,794,108

Net

change

unrealized

appreciation/depreciation

investment

securities

(

4,865,081

)

Net

realized/unrealized

gains

(losses)

investments

2,929,027

Change

net

assets

resulting

from

operations

2,722,085

Victory

Variable

Insurance

Funds

Statements

Changes

Net

Assets

See

notes

financial

statements.

Victory

Small

Cap

Growth

Equity

VIP

Series

Six

Months

Ended

June

30,

2024

(Unaudited)

Year

Ended

December

31,

2023

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

(

206,942

)

(

362,927

)

Net

realized

gains

(losses)

7,794,108

2,482,890

Net

change

unrealized

appreciation/depreciation

(

4,865,081

)

11,280,602

Change

net

assets

resulting

from

operations

2,722,085

13,400,565

Change

net

assets

resulting

from

distributions

shareholders

—

Change

net

assets

resulting

from

capital

transactions

(

5,955,166

)

(

9,947,953

)

Change

net

assets

(

3,233,081

)

3,452,612

Net

Assets:

Beginning

period

74,343,500

70,890,888

End

period

71,110,419

74,343,500

Capital

Transactions:

Proceeds

from

issued

4,057,968

7,145,056

Cost

redeemed

(

10,013,134

)

(

17,093,009

)

Change

net

assets

resulting

from

capital

transactions

(

5,955,166

)

(

9,947,953

)

Transactions:

Issued

408,252

820,472

Redeemed

(

1,011,910

)

(

1,964,877

)

Change

(

603,658

)

(

1,144,405

)

Victory

Variable

Insurance

Funds

Financial

Highlights

For

Outstanding

Throughout

Each

Period

See

notes

financial

statements.

Victory

Small

Cap

Growth

Equity

VIP

Series

Six

Months

Ended

June

30,

2024

(Unaudited)

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

Period

$9.56

$7.94

$16.38

$19.91

$16.76

$15.29

Investment

Activities:

Net

investment

income

(loss)(a)

(0.03)

(0.04)

(0.06)

(0.15)

(0.12)

(0.10)

Net

realized

and

unrealized

gains

(losses)

0.38

1.66

(5.78)

(1.99)

6.45

5.95

Total

from

Investment

Activities

0.35

1.62

(5.84)

(2.14)

6.33

5.85

Distributions

Shareholders

from:

Net

realized

gains

—

(2.60)

(1.39)

(3.18)

(4.38)

Total

Distributions

—

(2.60)

(1.39)

(3.18)

(4.38)

Net

Asset

Value,

End

Period

$9.91

$9.56

$7.94

$16.38

$19.91

$16.76

Total

Return(b)(c)(d)

3.45%

20.40%

(36.36)%

(10.43)%

38.06%

38.78%

Ratios

Average

Net

Assets:

Net

Expenses(e)(f)

0.88%

Net

Investment

Income

(Loss)(e)

(0.56)%

(0.51)%

(0.54)%

(0.75)%

(0.69)%

(0.54)%

Gross

Expenses(e)(f)

0.97%

0.98%

1.00%

0.99%

1.01%

Supplemental

Data:

Net

Assets

end

period

(000's)

$71,110

$74,344

$70,891

$113,234

$142,620

$105,112

Portfolio

Turnover(b)

61%

151%

151%(g)

92%

74%

90%

(a)

Per

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

method.

(b)

Not

annualized

for

periods

less

than

one

year.

(c)

Assumes

reinvestment

all

net

investment

income

and

realized

capital

gain

distributions,

any,

during

the

period.

Includes

adjustments

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Total

returns

not

reflect

the

effects

charges

deducted

pursuant

the

terms

The

Guardian

Insurance

Annuity

Company,

Inc.'s

variable

contracts.

Inclusion

such

charges

would

reduce

the

total

returns

for

all

periods

shown.

(e)

Annualized

for

periods

less

than

one

year.

(f)

Does

not

include

acquired

fund

fees

and

expenses,

any.

(g)

Reflects

increase

trading

activity

due

asset

allocation

shifts.

Notes

Financial

Statements

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Organization:

Victory

Variable

Insurance

Funds

(the

“Trust”)

organized

Delaware

statutory

trust

and the

Trust

registered

under

the

Investment

Company

Act

1940,

amended

(the

“1940

Act”),

open-end

investment

company.

The

Trust

comprised

of six

funds

and

authorized

issue

unlimited

number

shares,

which

are

units

beneficial

interest

with

par

value

$0.001

per

share.

The

accompanying

financial

statements

are

those

of Victory

Small

Cap

Growth

Equity

VIP

Series

(the

“Fund”),

series

the

Trust.

The

Fund offers

single

class

Class

The

Fund’s

are

only

available

for

purchase

certain

separate

accounts

insurance

companies

investments

for

certain

variable

annuity

plans

and

variable

life

insurance

contracts

issued

those

insurance

companies.

The

Fund

classified

diversified

under

the

1940

Act.

Victory

Capital

Management

Inc.

(“VCM”

the

“Adviser”)

indirect

wholly

owned

subsidiary

Victory

Capital

Holdings,

Inc.,

publicly

traded

Delaware

corporation,

and

wholly

owned

direct

subsidiary

Victory

Capital

Operating,

LLC.

Under

the

Trust’s

organizational

documents,

its

officers

and

trustees

are

indemnified

against

certain

liabilities

arising

out

the

performance

their

duties

the

Fund.

addition,

the

normal

course

business,

the

Fund

enters

into

contracts

with

its

vendors

and

others

that

provide

for

general

indemnifications.

The

Fund’s

maximum

exposure

under

these

arrangements

unknown,

this

would

involve

future

claims

that

may

made

against

the

Fund.

However,

based

experience,

the

Fund

expects

that

risk

loss

remote.

Significant

Accounting

Policies:

The

following

summary

significant

accounting

policies

followed

the Fund

the

preparation

its

financial

statements.

The

policies

are

conformity

with

U.S.

Generally

Accepted

Accounting

Principles

(“GAAP”).

The

preparation

financial

statements

accordance

with

GAAP

requires

the

Adviser

make

estimates

and

assumptions

that

affect

the

reported

amounts

assets

and

liabilities

and

disclosure

contingent

assets

and

liabilities

the

date

the

financial

statements

and

the

reported

amounts

income

and

expenses

for

the

period.

Actual

results

could

differ

from

those

estimates.

The

Fund

follows

the

specialized

accounting

and

reporting

requirements

under

GAAP

that

are

applicable

investment

companies

under

Accounting

Standards

Codification

Topic

946.

Investment

Valuation:

The

Fund

records

investments

fair

value.

Fair

value

defined

the

price

that

would

received

to sell

an asset

paid

transfer

liability

orderly

transaction

between

market

participants

the

measurement

date.

The

valuation

techniques

described

below

maximize

the

use

observable

inputs

and

minimize

the

use

unobservable

inputs

determining

fair

value.

The

inputs

used

for

valuing

the

Fund’s

investments

are

summarized

the

three

broad

levels

listed

below:

Level

—

quoted

prices

(unadjusted)

active

markets

for

identical

securities

Level

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

credit

spreads,

applicable

those

securities,

etc.)

Level

—

significant

unobservable

inputs

(including

the

Adviser’s

assumptions

determining

the

fair

value

investments)

Changes

valuation

techniques

may

result

transfers

out

assigned

level

within

the

disclosure

hierarchy.

The

inputs

methodologies

used

for

valuation

techniques

are

not

necessarily

indication

the

risks

associated

with

entering

into

those

investments.

The Adviser,

appointed

the

valuation

designee

by the

Trust's

Board

Trustees

(the

“Board”),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

Board

oversight,

the

Committee

administers

and

oversees

the

Fund’s

valuation

policies

and

procedures,

which

are

approved

the

Board.

Portfolio

securities

listed

traded

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”)

and

American

Depositary

Receipts,

are

valued

the

last

sale

price

the

exchange

system

where

the

security

principally

traded,

available,

the

Nasdaq

Official

Closing

Price.

there

have

been

sales

for

that

day

the

exchange

system,

then

security

valued

the

closing bid

quotation

the

exchange

system

where

the

security

principally

traded.

each

these

situations,

valuations

are

typically

categorized

Level

the

fair

value

hierarchy.

Investments

open-end

investment

companies,

other

than

ETFs, are

valued

at their

net

asset

value

(“NAV”).

These

valuations

are

typically

categorized

Level

1 in

the

fair

value

hierarchy.

the

event

that

price

quotations

valuations

are

not

readily

available,

investments

are

valued

fair

value

accordance

with

procedures

established

and

under

the

general

supervision

and

responsibility

the

Board.

These

valuations

are

typically

categorized

Level

the

fair

value

hierarchy,

based

the

observability

inputs

used

determine

the

fair

value.

The

effect

fair

value

pricing

that

securities

may

not

priced

the

basis

quotations

from

the

primary

market

which

they

are

traded

and

the

actual

price

realized

from

the

sale

security

may

differ

materially

from

the

fair

value

price.

Valuing

these

securities

fair

value

intended

cause

the

Fund’s

NAV to

reliable

than

otherwise

would

be.

summary

the

valuations

June

30,

2024, based

upon

the

three

levels

defined

above,

included

the

table

below

while

the

breakdown,

category,

investments

disclosed

the

Schedule

Portfolio

Investments:

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

of June

30,

2024,

there

were

significant

transfers

into/out

Level

Investment

Companies:

Open-End

Funds:

The

Fund

may

invest

portfolios

open-end

investment

companies.

These

investment

companies

value

securities

their

portfolios

for

which

market

quotations

are

readily

available

their

market

values

(generally

the

last

reported

sale

price)

and

all

other

securities

and

assets

their

fair

value

the

methods

established

the

board

directors

the

underlying

funds.

Investment

Transactions

and

Income:

Changes

holdings

investments

are

accounted

for

later

than

one

business

day

following

the

trade

date.

For

financial

reporting

purposes,

however,

investment

transactions

are

accounted

for

trade

date

the

last

business

day

the

reporting

period.

Interest

income

determined

the

basis

coupon

interest

accrued

and recorded

daily

using

the

effective

interest

method

which

adjusts,

where

applicable,

the

amortization

premiums

accretion

discounts. Dividend

income

recorded

the

ex-dividend

date.

Non-cash

dividends

included

income,

any,

are

recorded

the

fair

value

the

securities

received. Gains

losses

realized

sales

securities

are

recorded

the

identified

cost

basis.

Securities

Lending:

The

Fund,

through

Securities

Lending

Agreement

with

Citibank,

N.A.

(“Citibank”),

may

lend

its

securities

qualified

financial

institutions,

such

certain

broker-dealers

and

banks,

earn

additional

income,

net

income

retained

Citibank.

Borrowers

are

required

initially

secure

their

loans

for

collateral

the

amount

least

102%

the

value

U.S.

securities

loaned

least

105%

the

value

non-U.S.

securities

loaned,

marked-to-market

daily.

Any

collateral

shortfalls

associated

with

increases

the

valuation

the

securities

loaned

are

generally

cured

the

business

day.

The

collateral

can

received

the

form

cash

collateral

and/or

non-cash

collateral.

Non-cash

collateral

can

include

U.S.

Government

Securities

and

other

securities

permitted

by Securities

and

Exchange

Commission

(“SEC”)

guidelines.

The

cash

collateral

invested

short-term

instruments

cash

equivalents,

primarily

open-end

investment

companies,

noted

the

Fund’s

Schedule

Portfolio

Investments.

The

Fund

effectively

does

not

have

control

the

non-cash

collateral

and

therefore

not

disclosed

the

Fund’s

Schedule

Portfolio

Investments.

Collateral

requirements

are

determined

daily

based

the

value

the

Fund’s

securities

loan

the

end

the

prior

business

day.

During

the

time

portfolio

securities

are

loan,

the

borrower

will

pay

the

Fund

any

dividends

interest

paid

such

securities

plus

any

fee

negotiated

between

the

parties

the

lending

agreement.

The

Fund

also

earns

return

from

the

collateral.

The

Fund

pays

Citibank

various

fees

connection

with

the

investment

cash

collateral

and

fees

based

the

investment

income

received

from

securities

lending

activities.

Securities

lending

income

(net

these

fees)

disclosed

the

Statement

Operations.

Loans

are

terminable

upon

demand

and

the

borrower

must

return

the

loaned

securities

within

the

lesser

one

standard

settlement

period

five

business

days.

Although

risk

mitigated

the

collateral,

the

Fund

could

experience

delay

recovering

its

securities

and

possible

loss

income

value

the

borrower

fails

return

them.

addition,

there

risk

that

the

value

the

short-term

investments

will

less

than

the

amount

cash

collateral

required

returned

the

borrower.

The

Fund’s

agreement

with

Citibank

does

not

include

master

netting

provisions.

Non-cash

collateral

received

the

Fund

may

not

sold

repledged,

except

satisfy

borrower

default.

The

following

table

summary

the

Fund’s

securities

lending

transactions

June

30,

2024.

Federal

Income

Taxes:

The

Fund

intends

continue

qualify

regulated

investment

company

complying

with

the

provisions

available

certain

investment

companies,

defined

applicable

sections

the

Internal

Revenue

Code,

and

make

distributions

net

investment

income

and

net

realized

gains

sufficient

relieve

from

all,

substantially

all,

federal

income

taxes.

Accordingly,

provision

for

federal

income

taxes

required

the

financial

statements.

The

Fund

has

tax

year

end

of December

31.

For

the

six

months

ended

June

30,

2024,

the

Fund

did

not

incur

any

income

tax,

interest,

penalties,

and

has

recorded

liability

for

net

unrecognized

tax

benefits

relating

uncertain

tax

positions.

Level

Total

Victory

Small

Cap

Growth

Equity

VIP

Series

Common

Stocks

............................

68,769,259

—

68,769,259

Collateral

for

Securities

Loaned

................

255,068

—

255,068

Total

....................................

69,024,327

—

69,024,327

Value

Securities

Loan

Non-Cash

Collateral

Cash

Collateral

Victory

Small

Cap

Growth

Equity

VIP

Series

..........................

251,387

—

255,068

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Management

the

Fund

has

reviewed

tax

positions

taken

tax

years

that

remain

subject

examination

all

major

tax

jurisdictions,

including

federal

(i.e.,

the

last

four

tax

years,

which

includes

the

current

fiscal

tax

year

end).

Management

believes

that

there

tax

liability

resulting

from

unrecognized

tax

benefits

uncertain

tax

positions

taken.

Allocations:

Expenses

directly

attributable

to the

Fund

are

charged

to the

Fund,

while

expenses

that

are

attributable

than

one

fund

the

Trust,

jointly

with

affiliated

trust,

are

allocated

among

the

respective

funds

the

Trust

and/or

affiliated

trust

based

upon

net

assets

another

appropriate

basis.

Fees

Paid

Indirectly:

Expense

offsets

custody

fees

that

arise

from

credits

cash

balances

maintained

deposit

are

reflected

the

Statement

Operations,

applicable,

Fees

paid

indirectly.

Purchases

and

Sales:

Purchases

and sales

securities

(excluding

securities

maturing

less

than

one

year

from

acquisition)

for

the

six

months

ended

June

30,

2024,

were

follows:

Fees

and

Transactions

with

Affiliates

and

Parties:

Investment

Advisory

Fees:

Investment

advisory

services

are

provided

the

Fund

the

Adviser,

which

New

York

corporation

registered

investment

adviser

with

the

SEC.

Under

the

terms

the

Investment

Advisory

Agreement,

the

Adviser

entitled

receive

fees

accrued

daily

and

paid

monthly

annualized

rate

0.75%

the

Fund’s

average

daily

net

assets.

Amounts

incurred

and

paid

VCM

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Investment

advisory

fees.

Administration

and

Servicing

Fees:

VCM

also

serves

the

Fund’s

administrator

and

fund

accountant.

Under

the Administration

and

Fund

Accounting

Agreement,

VCM

paid

administration

fee

based

percentage

the

average

daily

net

assets

the

Trust,

Victory

Portfolios

and

Victory

Portfolios

II.

The

tiered

rates

which

VCM

paid

the

Funds

are

shown

the

table

below:

Amounts

incurred

for

the

six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

affiliate

Citibank,

acts

sub-administrator

and

sub-fund

accountant

the

Fund

pursuant

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

fee

for

providing

these

services.

The Fund

reimburses

VCM

and

Citi

for

out-of-pocket

expenses

incurred

providing

these

services

and

certain

other

expenses

specifically

allocated

the

Fund.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Sub-Administration

fees.

The

Fund

(as

part

the

Trust)

has

entered

into

agreement

with

the

Adviser

provide

compliance

services,

pursuant

which

the

Adviser

furnishes

its

compliance

personnel,

including

the

services

the

Chief

Compliance

Officer

(“CCO”),

and

other

resources

reasonably

necessary

provide

the

Trust

with

compliance

oversight

services

the

design,

administration,

and

oversight

compliance

program

for

the

Trust

accordance

with

Rule

38a-1

under

the

1940

Act.

The

CCO

employee

the

Adviser,

which

pays

the

compensation

the

CCO

and

support

staff.

The

funds

the

Trust,

Victory

Portfolios,

Victory

Portfolios

and

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Compliance

fees.

Transfer

Agency

Fees:

FIS

Investor

Services,

LLC

(“FIS”)

serves

the

Fund’s

transfer

agent.

Under

the

Transfer

Agent

Agreement,

the

Trust

pays

FIS

fee

for

its

services

and

reimburses

FIS

for

all

their

reasonable

out-of-pocket

expenses

incurred

providing

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Transfer

agent

fees.

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

Small

Cap

Growth

Equity

VIP

Series

............................................

44,160,261

50,983,470

Net

Assets

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Sub-Transfer

Agency

Fees:

The

Fund

has

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

customers

the

intermediaries

that

hold

positions

the

Fund

and

has

agreed

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Fund

primarily

through

the

use

omnibus

accounts

behalf

their

customers

who

hold

positions

the

Fund.

These

services

would

have

been

provided

the

Fund’s

transfer

agent

and

other

service

providers

the

shareholders’

accounts

were

maintained

directly

the

Fund’s

transfer

agent.

Amounts

incurred

for

the

six

months ended

June

30,

2024,

are

reflected

the

Statement

Operations

Sub-Transfer

agent

fees.

Distributor/Underwriting

Services:

Victory

Capital

Services,

Inc.

(the

“Distributor”),

affiliate

the

Adviser,

serves

Distributor

for

the

continuous

offering

the

Fund

pursuant

Distribution

Agreement

between

the

Distributor

and

the

Trust,

and

receives

fee

other

compensation

for

these

services.

Other

Fees:

Citibank

serves

the

Fund’s

custodian.

The

Fund

pays

Citibank

fee

for

providing

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Custodian

fees.

Sidley

Austin

LLP

provides

legal

services

the

Trust.

The

Adviser

has

entered

into

expense

limitation

agreement

with the Trust

until

least

April

30,

2025.

Under

the

terms

the

agreement,

the

Adviser

has

agreed

waive

fees

reimburse

certain

expenses

the

extent

that

ordinary

operating

expenses

incurred

any

fiscal

year

exceed

the

expense limit

of the

Fund.

Such

excess

amounts

will

the

liability

the

Adviser. Acquired

fund

fees

and

expenses,

interest,

taxes,

brokerage

commissions,

other

expenditures which

are

capitalized

accordance

with

GAAP,

and

other

extraordinary

expenses

not

incurred

the

ordinary

course

of the

Fund’s

business

are

excluded

from

the

expense

limit.

June

30,

2024,

the

expense

limit (excluding

voluntary

waivers) was:

Under

the

terms

the

expense

limitation

agreement,

amended February

27,

2024, the

Fund

has

agreed

repay

fees

and

expenses

that

were

waived

reimbursed

the

Adviser

for

period

three

years

(thirty-six

(36)

months)

after

the

waiver

reimbursement

took

place,

subject

the

lesser

any

operating

expense limits

effect

the

time

of:

(a)

the

original

waiver

expense

reimbursement;

(b)

the

recoupment,

after

giving

effect

the

recoupment

amount.

The

Fund

has

not

recorded

any

amounts

available

repaid

the

Adviser

commitment

and

contingency

liability

due

assessment

that

such

repayments

are

not

probable

June

30,

2024.

of June

30,

2024,

the

following amounts

are

available

repaid

the

Adviser:

The

Adviser

may

voluntarily

waive

reimburse

additional

fees

assist

the

Fund

maintaining

competitive

expense

ratios.

Voluntary

waivers

and

reimbursements

applicable

the

Fund are

not

available

recouped

future

time.

There

were

voluntary

waivers

reimbursements

for

the six

months

ended

June

30,

2024.

Certain

officers

and/or

interested

trustees

the

Fund

are

also

officers

and/or

employees

the

Adviser,

administrator,

fund

accountant,

sub-

administrator,

sub-fund

accountant,

custodian,

legal

counsel,

and

Distributor.

Risks:

The

Fund

may

subject

other

risks

addition

these

identified

risks.

Equity

Securities

Risk

—

The

value

the

equity

securities

which

the

Fund

invests

may

decline

response

developments

affecting

individual

companies

and/or

general

economic

conditions

the

United

States

abroad.

company’s

earnings

dividends

may

not

increase

expected

(or

may

decline)

because

poor

management,

competitive

pressures,

reliance

particular

suppliers

geographical

regions,

labor

problems

shortages,

corporate

restructurings,

fraudulent

disclosures,

man-made

natural

disasters,

military

confrontations

wars,

terrorism,

public

health

crises,

other

events,

conditions,

and

factors.

Price

changes

may

temporary

last

for

extended

periods.

General

Market

Risk

—

Overall

market

risks

may

affect

the

value

the

Fund.

Domestic

and

international

factors

such

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

particular

foreign

country,

its

nationals,

businesses,

industries;

and

geopolitical

events,

well

environmental

disasters

such

earthquakes,

fires,

and

floods,

other

catastrophes,

may

add

instability

global

economies

and

markets

generally,

and

may

lead

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

one

country

region

might

adversely

affect

issuers

another

country

region.

The

impact

these

and

other

factors

may

short-term

may

last

for

extended

periods.

effect

until

April

30,

2025

Victory

Small

Cap

Growth

Equity

VIP

Series

0.88%

Expires

2024

Expires

2025

Expires

2026

Expires

2027

Total

Victory

Small

Cap

Growth

Equity

VIP

Series

..................

78,420

96,013

70,489

33,939

278,861

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Small-Capitalization

Stock

Risk

—

The

Fund

subject

small-cap

company

risk,

which

the

greater

risk

investing

smaller,

less

well-known

companies,

opposed

investing

established

companies

with

proven

track

records.

Small-cap

companies

also

may

have

limited

product

lines,

markets,

financial

resources.

Securities

such

companies

may

less

liquid

and

volatile

than

securities

larger

companies

the

market

general

and,

therefore,

may

involve

greater

risk

than

investing

the

securities

larger

companies.

Borrowing

and

Interfund

Lending:

Line

Credit:

The

Victory

Funds

Complex

participates

short-term

demand

note

“Line

Credit”

agreement

with

Citibank.

Under

the

agreement

with

Citibank,

the

Victory

Funds

Complex

may

borrow

$600

million,

which

$300

million

committed

and

$300

million

uncommitted.

$40

million

the

Line

Credit

reserved

for

use

the

Victory

Floating

Rate

Fund,

another

series

the

Victory

Funds

Complex,

with

Victory

Floating

Rate

Fund

paying

the

commitment

fees

for

that

amount.

The

purpose

the

Line

Credit

meet

temporary

emergency

cash

needs.

For

the six

months

ended

June

30,

2024,

Citibank

received

annual

commitment

fee

0.15%

$300

million

for

providing

the

Line

Credit.

Each

fund

the

Victory

Funds

Complex

paid

pro-rata

portion

the

commitment

fees

plus

any

interest

amounts

borrowed.

Interest

based

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

25,

2024,

the

agreement

was

renewed

with

termination

date

June

23,

2025,

and

the

annual

commitment

fee

0.15%

remained

unchanged.

Interest

charged

the

Fund

during

the

period,

applicable,

reflected

the

Statement

Operations

under

Line

credit

fees.

The

Fund

had

borrowings

under the

Line

Credit

agreement

during

the

six

months

ended

June

30,

2024.

Interfund

Lending:

The

Trust

and

the

Adviser

rely

exemptive

order

granted

the

SEC

March

2017

(the

“Order”),

permitting

the

establishment

and

operation

Interfund

Lending

Facility

(the

“Facility”).

The

Facility

allows

the

Fund

directly

lend

and

borrow

money

from

any

other

fund

the

Victory

Funds

Complex

that

permitted

participate

the

Facility,

relying

upon

the

Order

rates

beneficial

both

the

borrowing

and

lending

funds.

Advances

under

the

Facility

are

allowed

for

temporary

emergency

purposes,

including

the

meeting

redemption

requests

that

otherwise

might

require

the

untimely

disposition

securities,

and

are

subject

each

Fund’s

borrowing

restrictions.

The

interfund

loan

rate

determined,

specified

the

Order,

averaging

the

current

repurchase

agreement

rate

and

the

current

bank

loan

rate.

Borrower

(as

defined

the

Order),

interest

charged

the

Fund,

any,

during

the

period,

reflected

the

Statement

Operations

under

Interfund

lending

fees.

Lender

(as

defined

the

Order),

interest

earned

the

Fund,

any,

during

the

period,

reflected

the

Statement

Operations

under

Interfund

lending.

The

Fund

did

not

utilize

participate

the

Facility

during

the

six

months

ended

June

30,

2024.

Federal

Income

Tax

Information:

The

Fund

intends

distribute

any

net

investment

income

annually.

Distributable

net

realized

gains,

any,

are

declared

and

paid

least

annually.

The

amounts

dividends

from

net

investment

income

and

distributions

from

net

realized

gains

(collectively,

distributions

shareholders)

are

determined

accordance

with

federal

income

tax

regulations,

which

may

differ

from

GAAP.

the

extent

these

“book/tax”

differences

are

permanent

nature

(e.g.,

net

operating

loss

and

distribution

reclassification),

such

amounts

are

reclassified

within

the

components

net

assets

based

their

federal

tax-basis

treatment;

temporary

differences

(e.g.,

wash

sales)

not

require

reclassification.

the

extent

dividends

and

distributions

exceed

net

investment

income

and

net

realized

gains

for

tax

purposes,

they

are

reported

distributions

capital.

Net

investment

losses

incurred

the

Fund

may

reclassified

offset

capital

the

accompanying

Statement

Assets

and

Liabilities.

The

tax

character

current

year

distributions

paid

and

the

tax

basis

the

current

components

accumulated

earnings

(loss)

will

determined

the

end

the

current

tax

year.

the

tax

year

ended December

31,

2023,

the

Fund

had

net

capital

loss

carryforwards as shown

the

table

below.

unlikely

that

the

Board

will

authorize

distribution

capital

gains

realized

the

future

until

the

capital

loss

carryforwards

have

been

used:

Short-Term

Amount

Long-Term

Amount

Total

Victory

Small

Cap

Growth

Equity

VIP

Series

...............................

(21,229,481)

—

(21,229,481)

Supplemental

Information

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Proxy

Voting

and

Portfolio

Holdings

Information

Proxy

Voting:

Information

regarding

the

Fund’s

policies

and

procedures

—

which

describes

how

vote

proxies

relating

portfolio

securities

—

included

the

Fund’s

Statement

Additional

Information

our

website

upon

request

calling

800-539-3863.

The

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

months

ended

June

August

31.

The

proxy

voting

record

available

free

charge

the

SEC

website

at sec.gov and

vcm.com.

Availability

Schedules

Portfolio

Investments:

The

Trust

files

complete

list

Schedules

Portfolio

Investments

with

the

SEC

for

the

first

and

third

quarter

each

fiscal

year

Form

N-PORT-P

and

available

the

SEC’s

website

sec.gov.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VVIF-RS-SCGEVIP-SAR

(6/24)

June

30,

2024

Semi-Annual

Report:

Full

Financials

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

vcm.com

News,

Information

And

Education

Hours

Day,

Days

Week

The

Victory

Capital

website

gives

fund

shareholders,

prospective

shareholders,

and

investment

professionals

convenient

way

access

fund

information,

get

guidance,

and

track

fund

performance

anywhere

they

can

access

the

Internet.

The

site

includes:

Detailed

performance

records

Daily

prices

The

latest

fund

news

Investment

resources

help

you

become

better

investor

section

dedicated

investment

professionals

Whether

you’re

potential

investor

searching

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the

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that

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interest-

planning

tools,

investment

professional,

vcm.com

has

what

you

seek.

Visit

anytime.

We’re

always

open.

TABLE

CONTENTS

Victory

Variable

Insurance

Funds

Schedule

Portfolio

Investments

Financial

Statements

Statement

Assets

and

Liabilities

Statement

Operations

Statements

Changes

Net

Assets

Financial

Highlights

Notes

Financial

Statements

Supplemental

Information

Proxy

Voting

and

Portfolio

Holdings

Information

Call

Victory

at:

800-539-FUND

(800-539-3863)

Visit

our

website

at:

vcm.com

The

Fund

distributed

Victory

Capital

Services,

Inc.

Victory

Capital

Management

Inc.

the

investment

adviser

the

Fund

and

receives

fees

from

the

Fund

for

performing

services

for

the

Fund.

This

report

not

authorized

for

distribution

prospective

investors

unless

preceded

accompanied

current

prospectus

the

Fund.

For

additional

information

about

any

Victory

Fund,

including

fees,

expenses,

and

risks,

view

our

prospectus

online

vcm.com

call

800-539-3863.

Read

carefully

before

you

invest

send

money.

The

information

this

report

based

data

obtained

from

recognized

services

and

sources

and

believed

reliable.

Any

opinions,

projections,

recommendations

this

report

are

subject

change

without

notice

and

are

not

intended

individual

investment

advice.

Past

investment

performance

the

Fund,

markets

securities

mentioned

herein

should

not

considered

indicative

future

results.

NOT

FDIC

INSURED

BANK

GUARANTEE

MAY

LOSE

VALUE

Schedule

Portfolio

Investments

June

30,

2024

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

(Unaudited)

See

notes

financial

statements.

Security

Description

Value

Common

Stocks

(99.3%)

Brazil

(5.0%):

Communication

Services

(0.5%):

TIM

..............................................................

49,600

140,923

Consumer

Discretionary

(0.8%):

Smartfit

Escola

Ginastica

Danca

......................................

22,500

86,954

Vibra

Energia

.......................................................

31,525

117,883

204,837

Energy

(1.3%):

Petroleo

Brasileiro

ADR

...............................................

23,269

337,168

Financials

(1.0%):

Itau

Unibanco

Holding

ADR

............................................

42,492

248,153

Industrials

(0.7%):

Marcopolo

Preference

...........................................

55,920

63,532

Santos

Brasil

Participacoes

.............................................

53,400

130,414

193,946

Real

Estate

(0.4%):

Multiplan

Empreendimentos

Imobiliarios

...................................

23,400

94,367

Utilities

(0.3%):

CPFL

Energia

.......................................................

13,900

81,397

1,300,791

Chile

(0.3%):

Financials

(0.0%):(a)

Banco

Credito

Inversiones

..........................................

Utilities

(0.3%):

Enel

Chile

.........................................................

1,416,252

79,940

79,968

China

(22.0%):

Communication

Services

(6.8%):

Kuaishou

Technology

Class

(b)

(c)

.........................................

26,200

153,795

Tencent

Holdings

Ltd.

...................................................

29,430

1,396,214

Tencent

Music

Entertainment

Group

ADR

.....................................

15,883

223,156

1,773,165

Consumer

Discretionary

(5.1%):

Alibaba

Group

Holding

Ltd.

...............................................

13,448

121,209

Fuyao

Glass

Industry

Group

Co.

Ltd.

Class

..................................

32,400

213,556

World

Group

Ltd.

ADR

................................................

5,694

189,724

Meituan

Class

(b)

(c)

...................................................

25,300

359,633

MINISO

Group

Holding

Ltd.

ADR

..........................................

8,882

169,380

MotoMotion

China

Corp.

.................................................

13,800

89,194

New

Oriental

Education

Technology

Group,

Inc.

ADR

(b)

........................

2,143

166,575

1,309,271

Consumer

Staples

(0.5%):

Tsingtao

Brewery

Co.

Ltd.

Class

..........................................

18,000

119,728

Energy

(1.1%):

PetroChina

Co.

Ltd.

Class

..............................................

274,000

276,682

Financials

(2.4%):

China

Merchants

Bank

Co.

Ltd.

Class

......................................

39,000

177,227

Industrial

Commercial

Bank

China

Ltd.

Class

.............................

768,000

456,498

633,725

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Health

Care

(0.7%):

Shenzhen

Mindray

Bio-Medical

Electronics

Co.

Ltd.

Class

.......................

4,800

192,052

Industrials

(1.8%):

Anhui

Heli

Co.

Ltd.

Class

...............................................

65,400

194,501

Weichai

Power

Co.

Ltd.

Class

............................................

74,000

140,890

Yutong

Bus

Co.

Ltd.

Class

..............................................

37,500

132,863

468,254

Information

Technology

(0.7%):

Foxconn

Industrial

Internet

Co.

Ltd.

Class

...................................

46,800

174,012

Materials

(2.9%):

China

Hongqiao

Group

Ltd.

...............................................

101,000

152,424

Shandong

Nanshan

Aluminum

Co.

Ltd.

Class

.................................

509,600

266,779

Western

Mining

Co.

Ltd.

Class

...........................................

56,900

140,252

Zijin

Mining

Group

Co.

Ltd.

Class

........................................

90,000

189,637

749,092

5,695,981

Greece

(0.5%):

Energy

(0.5%):

Motor

Oil

Hellas

Corinth

Refineries

.......................................

4,671

117,157

Hong

Kong

(2.2%):

Consumer

Discretionary

(0.7%):

Bosideng

International

Holdings

Ltd.

.........................................

144,000

89,630

Man

Wah

Holdings

Ltd.

..................................................

117,600

80,682

170,312

Industrials

(0.3%):

Pacific

Basin

Shipping

Ltd.

................................................

277,000

87,309

Real

Estate

(0.7%):

Yuexiu

Property

Co.

Ltd.

.................................................

281,000

183,312

Utilities

(0.5%):

Kunlun

Energy

Co.

Ltd.

..................................................

130,000

134,512

575,445

Hungary

(1.1%):

Financials

(0.8%):

OTP

Bank

Nyrt

........................................................

4,400

218,451

Health

Care

(0.3%):

Richter

Gedeon

Nyrt

....................................................

2,523

65,611

284,062

India

(16.2%):

Consumer

Discretionary

(3.4%):

Hero

MotoCorp

Ltd.

.....................................................

4,238

283,039

Mahindra

Ltd.

(b)

..............................................

11,949

410,205

Tata

Motors

Ltd.

.......................................................

16,363

193,897

887,141

Financials

(6.1%):

Angel

One

Ltd.

........................................................

2,304

71,702

ICICI

Bank

Ltd.

ADR

...................................................

24,400

702,964

LIC

Housing

Finance

Ltd.

(b)

..............................................

28,779

274,423

Manappuram

Finance

Ltd.

................................................

128,153

318,599

Shriram

Finance

Ltd.

....................................................

6,491

226,102

1,593,790

Health

Care

(1.0%):

Dr.

Reddy's

Laboratories

Ltd.

..............................................

3,367

258,278

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Industrials

(1.1%):

Larsen

Toubro

Ltd.

....................................................

6,557

278,542

Information

Technology

(0.3%):

Cyient

Ltd.

...........................................................

3,341

73,387

Materials

(2.9%):

Tata

Steel

Ltd.

.........................................................

140,595

292,695

UltraTech

Cement

Ltd.

...................................................

2,095

292,724

Vedanta

Ltd.

..........................................................

28,830

156,833

742,252

Utilities

(1.4%):

Power

Grid

Corp.

India

Ltd.

.............................................

93,665

370,964

4,204,354

Indonesia

(1.4%):

Financials

(1.4%):

Bank

Mandiri

Persero

Tbk

..............................................

940,700

352,036

Ireland

(2.0%):

Consumer

Discretionary

(2.0%):

PDD

Holdings,

Inc.

ADR

(b)

...............................................

3,856

512,655

Jordan

(0.3%):

Health

Care

(0.3%):

Hikma

Pharmaceuticals

PLC

...............................................

3,485

83,021

Luxembourg

(0.6%):

Materials

(0.6%):

Ternium

ADR

......................................................

4,110

154,331

Malaysia

(0.6%):

Utilities

(0.6%):

YTL

Power

International

Bhd

..............................................

144,500

147,212

Mexico

(2.3%):

Consumer

Staples

(0.7%):

Gruma

SAB

Class

...............................................

5,427

99,039

Kimberly-Clark

Mexico

SAB

Class

.................................

45,500

78,733

177,772

Financials

(1.3%):

Grupo

Financiero

Banorte

SAB

Class

.................................

28,449

221,736

Qualitas

Controladora

SAB

...........................................

10,821

110,005

331,741

Real

Estate

(0.3%):

Corp

Inmobiliaria

Vesta

SAB

.........................................

31,267

93,559

603,072

Panama

(0.5%):

Industrials

(0.5%):

Copa

Holdings

Class

................................................

1,424

135,536

Poland

(1.1%):

Consumer

Discretionary

(0.5%):

LPP

..............................................................

144,257

Financials

(0.6%):

Powszechna

Kasa

Oszczednosci

Bank

Polski

................................

9,724

151,760

296,017

Russian

Federation

(0.0%):(a)

Energy

(0.0%):(a)

Gazprom

PJSC

(b)

(d)

(e)

..................................................

117,150

3,280

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Rosneft

Oil

Co.

PJSC

GDR

(b)

(d)

(e)

.........................................

48,095

—

3,280

Financials

(0.0%):

Sberbank

Russia

PJSC

ADR

(b)

(d)

(e)

......................................

31,735

—

3,280

Saudi

Arabia

(2.5%):

Communication

Services

(1.0%):

Saudi

Telecom

Co.

......................................................

25,664

256,520

Consumer

Discretionary

(0.3%):

United

Electronics

Co.

...................................................

2,924

73,717

Financials

(1.2%):

Alinma

Bank

..........................................................

19,000

158,437

Saudi

Awwal

Bank

......................................................

16,301

168,302

326,739

656,976

South

Africa

(1.5%):

Consumer

Discretionary

(0.4%):

The

Foschini

Group

Ltd.

..................................................

15,211

106,811

Financials

(1.1%):

Nedbank

Group

Ltd.

.....................................................

19,472

275,777

382,588

South

Korea

(15.0%):

Consumer

Discretionary

(1.0%):

Kia

Corp.

............................................................

2,671

249,984

Financials

(2.1%):

Insurance

Co.

Ltd.

...................................................

3,330

275,960

KIWOOM

Securities

Co.

Ltd.

..............................................

879

80,008

Samsung

Securities

Co.

Ltd.

...............................................

6,208

178,739

534,707

Health

Care

(0.5%):

Classys,

Inc.

..........................................................

2,112

77,628

T&L

Co.

Ltd.

..........................................................

1,133

57,459

135,087

Industrials

(3.7%):

Doosan

Bobcat,

Inc.

.....................................................

2,586

95,760

Hanwha

Aerospace

Co.

Ltd.

...............................................

684

123,385

Hyundai

Electric

Co.

Ltd.

..............................................

631

141,040

Korea

Shipbuilding

Offshore

Engineering

Co.

Ltd.

(b)

........................

1,510

173,859

Hyundai

Rotem

Co.

Ltd.

..................................................

5,545

163,991

Samsung

C&T

Corp.

....................................................

1,433

147,094

Samsung

E&A

Co.

Ltd.

(b)

................................................

7,051

122,919

968,048

Information

Technology

(7.7%):

HAESUNG

Co.

Ltd.

..................................................

2,182

71,791

Innox

Advanced

Materials

Co.

Ltd.

..........................................

3,184

94,136

Samsung

Electronics

Co.

Ltd.

..............................................

23,057

1,357,288

Hynix,

Inc.

.........................................................

2,815

477,834

2,001,049

3,888,875

Taiwan

(17.1%):

Consumer

Discretionary

(0.5%):

Makalot

Industrial

Co.

Ltd.

................................................

10,000

129,605

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Description

Value

Health

Care

(0.5%):

Bora

Pharmaceuticals

Co.

Ltd.

.............................................

5,000

127,756

Industrials

(1.2%):

Fortune

Electric

Co.

Ltd.

.................................................

6,000

174,267

Sunonwealth

Electric

Machine

Industry

Co.

Ltd.

.................................

39,000

137,773

312,040

Information

Technology

(14.5%):

Compeq

Manufacturing

Co.

Ltd.

............................................

62,000

155,303

Elite

Material

Co.

Ltd.

...................................................

8,000

116,642

Gold

Circuit

Electronics

Ltd.

...............................................

17,600

111,880

King

Yuan

Electronics

Co.

Ltd.

.............................................

39,000

142,518

Lotes

Co.

Ltd.

.........................................................

6,000

300,812

Taiwan

Semiconductor

Manufacturing

Co.

Ltd.

.................................

88,259

2,615,429

Unimicron

Technology

Corp.

..............................................

29,000

160,479

Wiwynn

Corp.

.........................................................

2,000

162,007

3,765,070

Materials

(0.4%):

Gloria

Material

Technology

Corp.

...........................................

64,000

95,383

4,429,854

Thailand

(2.0%):

Consumer

Staples

(0.6%):

ALL

PCL-NVDR

....................................................

106,600

159,456

Energy

(0.8%):

PTT

Exploration

Production

PCL-NVDR

....................................

50,900

210,444

Health

Care

(0.6%):

Bangkok

Dusit

Medical

Services

PCL-NVDR

..................................

197,900

144,068

513,968

Turkey

(2.6%):

Consumer

Discretionary

(0.4%):

Mavi

Giyim

Sanayi

Ticaret

A/S

(c)

........................................

22,916

89,253

Teknosa

Dis

Ticaret

A/S

(b)

............................................

10,756

10,241

99,494

Consumer

Staples

(1.0%):

BIM

Birlesik

Magazalar

A/S

...............................................

15,027

251,372

Financials

(0.7%):

Yapi

Kredi

Bankasi

A/S

................................................

178,901

185,440

Industrials

(0.5%):

Pegasus

Hava

Tasimaciligi

A/S

(b)

...........................................

18,349

128,218

664,524

United

Arab

Emirates

(2.0%):

Financials

(1.0%):

Dubai

Islamic

Bank

PJSC

.................................................

50,951

79,636

Emirates

NBD

Bank

PJSC

................................................

42,989

193,143

272,779

Real

Estate

(1.0%):

Emaar

Properties

PJSC

...................................................

113,944

254,610

527,389

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

(Unaudited)

Schedule

Portfolio

Investments

—

continued

June

30,

2024

See

notes

financial

statements.

Security

Name

Acquisition

Date

Cost

Gazprom

PJSC

.............................................

7/28/2021

464,042

Rosneft

Oil

Co.

PJSC

GDR

....................................

3/6/2020

298,050

Sberbank

Russia

PJSC

ADR

..................................

11/11/2020

416,883

Security

Description

Value

United

States

(0.5%):

Consumer

Discretionary

(0.5%):

Samsonite

International

(c)

..............................................

44,700

133,241

Total

Common

Stocks

(Cost

$20,339,508)

25,742,333

Total

Investments

(Cost

$20,339,508)

—

99.3%

25,742,333

Other

assets

excess

liabilities

—

0.7%

183,207

NET

ASSETS

100.00%

25,925,540

(a)

Amount

represents

less

than

0.05%

net

assets.

(b)

Non-income

producing

security.

(c)

Rule

144A

security

other

security

that

restricted

resale

institutional

investors.

June

30,

2024,

the

fair

value

these

securities

was

$735,922

and

amounted

2.8%

net

assets.

(d)

Security

was

fair

valued

based

upon

procedures

approved

the

Board

Trustees

and

represents

less

than

0.05%

net

assets

June

30,

2024.

This

security

classified

Level

within

the

fair

value

hierarchy.

(See

Note

the

Notes

Financial

Statements)

(e)

The

following

table

details

the

earliest

acquisition

date

and

cost

the

Fund's

restricted

securities

due

trading

restrictions

June

30,

2024.

ADR

—

American

Depositary

Receipt

GDR

—

Global

Depositary

Receipt

NVDR

—

Non-Voting

Depository

Receipt

PCL

—

Public

Company

Limited

PLC

—

Public

Limited

Company

Statement

Assets

and

Liabilities

June

30,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

(Unaudited)

Victory

Sophus

Emerging

Markets

VIP

Series

Assets:

Investments,

value

(Cost

$20,339,508)

25,742,333‌

Foreign

currency,

value

(Cost

$20,914)

20,916‌

Cash

246,001‌

Receivables:

Interest

and

dividends

136,125‌

Capital

issued

158‌

Investments

sold

92,444‌

From

Adviser

17,951‌

Reclaims

801‌

Prepaid

expenses

143‌

Total

Assets

26,256,872‌

Liabilities:

Payables:

Investments

purchased

23,683‌

Capital

redeemed

1,867‌

Accrued

foreign

capital

gains

taxes

253,576‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

21,001‌

Administration

fees

1,149‌

Custodian

fees

11,927‌

Transfer

agent

fees

10‌

Sub-Transfer

agent

fees

7,786‌

Compliance

fees

18‌

Other

accrued

expenses

10,315‌

Total

Liabilities

331,332‌

Commitments

and

contingencies

(Note

)

Net

Assets:

Capital

23,090,775‌

Total

accumulated

earnings

(loss)

2,834,765‌

Net

Assets

25,925,540‌

(unlimited

authorized

with

par

value

$0.001

per

share):

2,228,464‌

Net

asset

value:

.63‌

Statement

Operations

For

the

Six

Months

Ended

June

30,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

(Unaudited)

Victory

Sophus

Emerging

Markets

VIP

Series

Investment

Income:

Dividends

456,423

Interest

4,907

Foreign

tax

withholding

(

45,759

)

Total

Income

415,571

Expenses:

Investment

advisory

fees

126,560

Administration

fees

6,669

Sub-Administration

fees

8,426

Custodian

fees

30,777

Transfer

agent

fees

129

Sub-Transfer

agent

fees

14,070

Trustees'

fees

1,547

Compliance

fees

112

Legal

and

audit

fees

15,693

Other

expenses

17,403

Total

Expenses

221,386

Expenses

waived/reimbursed

Adviser

(

50,516

)

Net

Expenses

170,870

Net

Investment

Income

(Loss)

244,701

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

359,066

Foreign

taxes

realized

gains

(

17,597

)

Net

change

unrealized

appreciation/depreciation

investment

securities

and

foreign

currency

translations

1,911,798

Net

change

accrued

foreign

taxes

unrealized

gains

(

49,357

)

Net

realized/unrealized

gains

(losses)

investments

2,203,910

Change

net

assets

resulting

from

operations

2,448,611

Victory

Variable

Insurance

Funds

Statements

Changes

Net

Assets

See

notes

financial

statements.

Victory

Sophus

Emerging

Markets

VIP

Series

Six

Months

Ended

June

30,

2024

(Unaudited)

Year

Ended

December

31,

2023

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

244,701

378,694

Net

realized

gains

(losses)

341,469

(

1,100,433

)

Net

change

unrealized

appreciation/depreciation

1,862,441

3,436,691

Change

net

assets

resulting

from

operations

2,448,611

2,714,952

Change

net

assets

resulting

from

distributions

shareholders

—

(

819,245

)

Change

net

assets

resulting

from

capital

transactions

(

2,010,709

)

(

2,578,153

)

Change

net

assets

437,902

(

682,446

)

Net

Assets:

Beginning

period

25,487,638

26,170,084

End

period

25,925,540

25,487,638

Capital

Transactions:

Proceeds

from

issued

501,856

606,514

Distributions

reinvested

—

819,245

Cost

redeemed

(

2,512,565

)

(

4,003,912

)

Change

net

assets

resulting

from

capital

transactions

(

2,010,709

)

(

2,578,153

)

Transactions:

Issued

45,533

58,182

Reinvested

—

78,849

Redeemed

(

229,311

)

(

384,441

)

Change

(

183,778

)

(

247,410

)

Victory

Variable

Insurance

Funds

Financial

Highlights

For

Outstanding

Throughout

Each

Period

See

notes

financial

statements.

Victory

Sophus

Emerging

Markets

VIP

Series

Six

Months

Ended

June

30,

2024

(Unaudited)

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

Period

$10.57

$9.84

$16.52

$17.76

$15.73

$13.59

Investment

Activities:

Net

investment

income

(loss)(a)

0.11

0.15

0.29

0.13

0.07

0.29

Net

realized

and

unrealized

gains

(losses)

0.95

0.93

(3.95)

(0.91)

2.42

2.85

Total

from

Investment

Activities

1.06

1.08

(3.66)

(0.78)

2.49

3.14

Distributions

Shareholders

from:

Net

investment

income

—

(0.35)

(0.09)

(0.16)

(0.32)

(0.16)

Net

realized

gains

—

(2.93)

(0.30)

(0.14)

(0.84)

Total

Distributions

—

(0.35)

(3.02)

(0.46)

(1.00)

Net

Asset

Value,

End

Period

$11.63

$10.57

$9.84

$16.52

$17.76

$15.73

Total

Return(b)(c)(d)

10.03%

11.03%

(22.46)%

(4.42)%

16.02%

23.28%

Ratios

Average

Net

Assets:

Net

Expenses(e)(f)

1.35%

Net

Investment

Income

(Loss)(e)

1.93%

1.44%

2.07%

0.68%

0.49%

1.93%

Gross

Expenses(e)(f)

1.75%

1.76%

1.62%

1.53%

1.48%

1.40%

Supplemental

Data:

Net

Assets

end

period

(000's)

$25,926

$25,488

$26,170

$38,014

$45,020

$44,571

Portfolio

Turnover(b)

37%

65%

53%

85%

96%

91%

(a)

Per

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

method.

(b)

Not

annualized

for

periods

less

than

one

year.

(c)

Assumes

reinvestment

all

net

investment

income

and

realized

capital

gain

distributions,

any,

during

the

period.

Includes

adjustments

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(d)

Total

returns

not

reflect

the

effects

charges

deducted

pursuant

the

terms

The

Guardian

Insurance

Annuity

Company,

Inc.'s

variable

contracts.

Inclusion

such

charges

would

reduce

the

total

returns

for

all

periods

shown.

(e)

Annualized

for

periods

less

than

one

year.

(f)

Does

not

include

acquired

fund

fees

and

expenses,

any.

Notes

Financial

Statements

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Organization:

Victory

Variable

Insurance

Funds

(the

“Trust”)

organized

Delaware

statutory

trust

and the

Trust

registered

under

the

Investment

Company

Act

1940,

amended

(the

“1940

Act”),

open-end

investment

company.

The

Trust

comprised

of six

funds

and

authorized

issue

unlimited

number

shares,

which

are

units

beneficial

interest

with

par

value

$0.001

per

share.

The

accompanying

financial

statements

are

those

of Victory

Sophus

Emerging

Markets

VIP

Series

(the

“Fund”),

series

the

Trust.

The

Fund offers

single

class

Class

The

Fund’s

are

only

available

for

purchase

certain

separate

accounts

insurance

companies

investments

for

certain

variable

annuity

plans

and

variable

life

insurance

contracts

issued

those

insurance

companies.

The

Fund

classified

diversified

under

the

1940

Act.

Victory

Capital

Management

Inc.

(“VCM”

the

“Adviser”)

indirect

wholly

owned

subsidiary

Victory

Capital

Holdings,

Inc.,

publicly

traded

Delaware

corporation,

and

wholly

owned

direct

subsidiary

Victory

Capital

Operating,

LLC.

Under

the

Trust’s

organizational

documents,

its

officers

and

trustees

are

indemnified

against

certain

liabilities

arising

out

the

performance

their

duties

the

Fund.

addition,

the

normal

course

business,

the

Fund

enters

into

contracts

with

its

vendors

and

others

that

provide

for

general

indemnifications.

The

Fund’s

maximum

exposure

under

these

arrangements

unknown,

this

would

involve

future

claims

that

may

made

against

the

Fund.

However,

based

experience,

the

Fund

expects

that

risk

loss

remote.

Significant

Accounting

Policies:

The

following

summary

significant

accounting

policies

followed

the Fund

the

preparation

its

financial

statements.

The

policies

are

conformity

with

U.S.

Generally

Accepted

Accounting

Principles

(“GAAP”).

The

preparation

financial

statements

accordance

with

GAAP

requires

the

Adviser

make

estimates

and

assumptions

that

affect

the

reported

amounts

assets

and

liabilities

and

disclosure

contingent

assets

and

liabilities

the

date

the

financial

statements

and

the

reported

amounts

income

and

expenses

for

the

period.

Actual

results

could

differ

from

those

estimates.

The

Fund

follows

the

specialized

accounting

and

reporting

requirements

under

GAAP

that

are

applicable

investment

companies

under

Accounting

Standards

Codification

Topic

946.

Investment

Valuation:

The

Fund

records

investments

fair

value.

Fair

value

defined

the

price

that

would

received

to sell

an asset

paid

transfer

liability

orderly

transaction

between

market

participants

the

measurement

date.

The

valuation

techniques

described

below

maximize

the

use

observable

inputs

and

minimize

the

use

unobservable

inputs

determining

fair

value.

The

inputs

used

for

valuing

the

Fund’s

investments

are

summarized

the

three

broad

levels

listed

below:

Level

—

quoted

prices

(unadjusted)

active

markets

for

identical

securities

Level

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

credit

spreads,

applicable

those

securities,

etc.)

Level

—

significant

unobservable

inputs

(including

the

Adviser’s

assumptions

determining

the

fair

value

investments)

Changes

valuation

techniques

may

result

transfers

out

assigned

level

within

the

disclosure

hierarchy.

The

inputs

methodologies

used

for

valuation

techniques

are

not

necessarily

indication

the

risks

associated

with

entering

into

those

investments.

The Adviser,

appointed

the

valuation

designee

by the

Trust's

Board

Trustees

(the

“Board”),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

Board

oversight,

the

Committee

administers

and

oversees

the

Fund’s

valuation

policies

and

procedures,

which

are

approved

the

Board.

Portfolio

securities

listed

traded

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”)

and

American

Depositary

Receipts,

are

valued

the

last

sale

price

the

exchange

system

where

the

security

principally

traded,

available,

the

Nasdaq

Official

Closing

Price.

there

have

been

sales

for

that

day

the

exchange

system,

then

security

valued

the

closing bid

quotation

the

exchange

system

where

the

security

principally

traded.

each

these

situations,

valuations

are

typically

categorized

Level

the

fair

value

hierarchy.

Investments

open-end

investment

companies,

other

than

ETFs, are

valued

at their

net

asset

value

(“NAV”).

These

valuations

are

typically

categorized

Level

1 in

the

fair

value

hierarchy.

the

event

that

price

quotations

valuations

are

not

readily

available,

investments

are

valued

fair

value

accordance

with

procedures

established

and

under

the

general

supervision

and

responsibility

the

Board.

These

valuations

are

typically

categorized

Level

the

fair

value

hierarchy,

based

the

observability

inputs

used

determine

the

fair

value.

The

effect

fair

value

pricing

that

securities

may

not

priced

the

basis

quotations

from

the

primary

market

which

they

are

traded

and

the

actual

price

realized

from

the

sale

security

may

differ

materially

from

the

fair

value

price.

Valuing

these

securities

fair

value

intended

cause

the

Fund’s

NAV to

reliable

than

otherwise

would

be.

accordance

with

procedures

adopted

the

Board,

fair

value

pricing

may

used

events

materially

affecting

the

value

foreign

securities

occur

between

the

time

the

exchange

which

they

are

traded

closes

and

the

time

the

Fund’s

NAV

calculated.

The

Fund

uses

systematic

valuation

model,

provided

daily

independent

third

party

fair

value its

international

equity

securities.

The

valuations

are categorized

Level

the

fair

value

hierarchy.

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

summary

the

valuations

June

30,

2024, based

upon

the

three

levels

defined

above,

included

the

table

below

while

the

breakdown,

category,

investments

disclosed

the

Schedule

Portfolio

Investments:

of June

30,

2024,

there

were

significant

transfers

into/out

Level

Investment

Companies:

Open-End

Funds:

The

Fund

may

invest

portfolios

open-end

investment

companies.

These

investment

companies

value

securities

their

portfolios

for

which

market

quotations

are

readily

available

their

market

values

(generally

the

last

reported

sale

price)

and

all

other

securities

and

assets

their

fair

value

the

methods

established

the

board

directors

the

underlying

funds.

Derivative

Instruments:

Foreign

Exchange

Currency

Contracts:

The

Fund

may

enter

into

foreign

exchange

currency

contracts

convert

U.S.

dollars

and

from

various

foreign

currencies.

foreign

exchange

currency

contract

obligation

by the

Fund

purchase

sell

specific

currency

future

date

price

(in

U.S.

dollars)

set

the

time

the

contract.

The

Fund

does

not

engage

“cross-currency”

foreign

exchange

contracts

(i.e.,

contracts

purchase

sell

one

foreign

currency

exchange

for

another

foreign

currency).

The

Fund’s

foreign

exchange

currency

contracts

might

considered

spot

contracts

(typically

contract

one

week

less)

forward

contracts

(typically

contract

term

over

one

week).

spot

contract

entered

into

for

purposes

hedging

against

foreign

currency

fluctuations

relating

specific

portfolio

transaction,

such

the

delay

between

security

transaction

trade

date

and

settlement

date.

Forward

contracts

are

entered

into

for

purposes

hedging

portfolio

holdings

concentrations

such

holdings. Each

foreign

exchange

currency

contract

adjusted

daily

the

prevailing

spot

forward

rate

the

underlying

currency,

and

any

appreciation

depreciation

recorded

for

financial

statement

purposes

unrealized

until

the

contract

settlement

date,

which

time

the

Fund

records

realized

gains

losses

equal

the

difference

between

the

value

contract

the

time

was

opened

and

the

value

the

time

was

closed.

The Fund

could

exposed

risk

counterparty

unable

meet

the

terms

foreign

exchange

currency

contract

the

value

the

foreign

currency

changes

unfavorably.

addition,

the

use

foreign

exchange

currency

contracts

does

not

eliminate

fluctuations

the

underlying

prices

the

securities.

The

Fund

enters

into

foreign

exchange

currency

contracts

solely

for

spot

forward

hedging

purposes,

and

not

for

speculative

purposes

(i.e.,

the

Fund

does

not

enter

into

such

contracts

solely

for

the

purpose

earning

foreign

currency

gains). As

of June

30,

2024,

the

Fund

had

open

forward

foreign

exchange

currency

contracts.

Investment

Transactions

and

Income:

Changes

holdings

investments

are

accounted

for

later

than

one

business

day

following

the

trade

date.

For

financial

reporting

purposes,

however,

investment

transactions

are

accounted

for

trade

date

the

last

business

day

the

reporting

period.

Interest

income

determined

the

basis

coupon

interest

accrued

and recorded

daily

using

the

effective

interest

method

which

adjusts,

where

applicable,

the

amortization

premiums

accretion

discounts. Dividend

income

recorded

the

ex-dividend

date.

Non-cash

dividends

included

income,

any,

are

recorded

the

fair

value

the

securities

received. Gains

losses

realized

sales

securities

are

recorded

the

identified

cost

basis.

Withholding

taxes

interest,

dividends,

and

gains

result

certain

investments

the

Fund

have

been

provided

for

accordance

with

each

investment’s

applicable

country’s

tax

rules

and

rates.

Securities

Lending:

The

Fund,

through

Securities

Lending

Agreement

with

Citibank,

N.A.

(“Citibank”),

may

lend

its

securities

qualified

financial

institutions,

such

certain

broker-dealers

and

banks,

earn

additional

income,

net

income

retained

Citibank.

Borrowers

are

required

initially

secure

their

loans

for

collateral

the

amount

least

102%

the

value

U.S.

securities

loaned

least

105%

the

value

non-U.S.

securities

loaned,

marked-to-market

daily.

Any

collateral

shortfalls

associated

with

increases

the

valuation

the

securities

loaned

are

generally

cured

the

business

day.

The

collateral

can

received

the

form

cash

collateral

and/or

non-cash

collateral.

Non-cash

collateral

can

include

U.S.

Government

Securities

and

other

securities

permitted

by Securities

and

Exchange

Commission

(“SEC”)

guidelines.

The

cash

collateral

invested

short-term

instruments

cash

equivalents,

primarily

open-end

investment

companies,

noted

the

Fund’s

Schedule

Portfolio

Investments.

The

Fund

effectively

does

not

have

control

the

non-cash

collateral

and

therefore

not

disclosed

the

Fund’s

Schedule

Portfolio

Investments.

Collateral

requirements

are

determined

daily

based

the

value

the

Fund’s

securities

loan

the

end

the

prior

business

day.

During

the

time

portfolio

securities

are

loan,

the

borrower

will

pay

the

Fund

any

dividends

interest

paid

such

securities

plus

any

fee

negotiated

between

the

parties

the

lending

agreement.

The

Fund

also

earns

return

from

the

collateral.

The

Fund

pays

Citibank

various

fees

connection

with

the

investment

cash

collateral

and

fees

based

the

investment

income

received

from

securities

lending

activities.

Securities

lending

income

(net

these

fees)

disclosed

the

Statement

Operations.

Loans

are

terminable

upon

demand

Level

Total

Victory

Sophus

Emerging

Markets

VIP

Series

Common

Stocks

............................

4,327,346

21,411,707

3,280

25,742,333

Total

....................................

4,327,346

21,411,707

3,280

25,742,333

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

and

the

borrower

must

return

the

loaned

securities

within

the

lesser

one

standard

settlement

period

five

business

days.

Although

risk

mitigated

the

collateral,

the

Fund

could

experience

delay

recovering

its

securities

and

possible

loss

income

value

the

borrower

fails

return

them.

addition,

there

risk

that

the

value

the

short-term

investments

will

less

than

the

amount

cash

collateral

required

returned

the

borrower.

The

Fund’s

agreement

with

Citibank

does

not

include

master

netting

provisions.

Non-cash

collateral

received

the

Fund

may

not

sold

repledged,

except

satisfy

borrower

default.

June

30,

2024,

the

Fund

did

not

have

any

securities

loan.

Foreign

Currency

Translations:

The

accounting

records

the

Fund

are

maintained

U.S.

dollars.

Investment

securities

and

other

assets

and

liabilities

of the

Fund

denominated

foreign

currency

are

translated

into

U.S.

dollars

current

exchange

rates.

Purchases

and

sales

securities,

income

receipts,

and

expense

payments

are

translated

into

U.S.

dollars

the

exchange

rates

the

date

the

transactions.

The

Fund

does

not

isolate

the

portion

the

results

operations

resulting

from

changes

foreign

exchange

rates

investments

from

fluctuations

arising

from

changes

market

prices

securities

held.

Such

fluctuations,

any,

are

disclosed

Net

change

unrealized

appreciation/depreciation

on investment

securities

and

foreign

currency

translations

the

Statement

Operations.

Realized

gains

losses

from

these

fluctuations,

any,

are

disclosed

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

the

Statement

Operations.

Foreign

Taxes:

The

Fund

may

subject

foreign

taxes

foreign

income

received

portion

which

may

reclaimable),

capital

gains

the

sale

securities,

and

certain

foreign

currency

transactions.

All

foreign

taxes

are

recorded

accordance

with

the

applicable

regulations

and

rates

that

exist

the

foreign

jurisdictions

which

the

Fund

invests.

Federal

Income

Taxes:

The

Fund

intends

continue

qualify

regulated

investment

company

complying

with

the

provisions

available

certain

investment

companies,

defined

applicable

sections

the

Internal

Revenue

Code,

and

make

distributions

net

investment

income

and

net

realized

gains

sufficient

relieve

from

all,

substantially

all,

federal

income

taxes.

Accordingly,

provision

for

federal

income

taxes

required

the

financial

statements.

The

Fund

has

tax

year

end

of December

31.

For

the

six

months

ended

June

30,

2024,

the

Fund

did

not

incur

any

income

tax,

interest,

penalties,

and

has

recorded

liability

for

net

unrecognized

tax

benefits

relating

uncertain

tax

positions.

Management

the

Fund

has

reviewed

tax

positions

taken

tax

years

that

remain

subject

examination

all

major

tax

jurisdictions,

including

federal

(i.e.,

the

last

four

tax

years,

which

includes

the

current

fiscal

tax

year

end).

Management

believes

that

there

tax

liability

resulting

from

unrecognized

tax

benefits

uncertain

tax

positions

taken.

Allocations:

Expenses

directly

attributable

to the

Fund

are

charged

to the

Fund,

while

expenses

that

are

attributable

than

one

fund

the

Trust,

jointly

with

affiliated

trust,

are

allocated

among

the

respective

funds

the

Trust

and/or

affiliated

trust

based

upon

net

assets

another

appropriate

basis.

Purchases

and

Sales:

Purchases

and sales

securities

(excluding

securities

maturing

less

than

one

year

from

acquisition)

for

the

six

months

ended

June

30,

2024,

were

follows:

Fees

and

Transactions

with

Affiliates

and

Parties:

Investment

Advisory

Fees:

Investment

advisory

services

are

provided

the

Fund

the

Adviser,

which

New

York

corporation

registered

investment

adviser

with

the

SEC.

Under

the

terms

the

Investment

Advisory

Agreement,

the

Adviser

entitled

receive

fees

accrued

daily

and

paid

monthly

annualized

rate

1.00%

the

Fund’s

average

daily

net

assets.

Amounts

incurred

and

paid

VCM

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Investment

advisory

fees.

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

Sophus

Emerging

Markets

VIP

Series

..............................................

9,271,380

11,085,714

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Administration

and

Servicing

Fees:

VCM

also

serves

the

Fund’s

administrator

and

fund

accountant.

Under

the Administration

and

Fund

Accounting

Agreement,

VCM

paid

administration

fee

based

percentage

the

average

daily

net

assets

the

Trust,

Victory

Portfolios

and

Victory

Portfolios

II.

The

tiered

rates

which

VCM

paid

the

Funds

are

shown

the

table

below:

Amounts

incurred

for

the

six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

affiliate

Citibank,

acts

sub-administrator

and

sub-fund

accountant

the

Fund

pursuant

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

fee

for

providing

these

services.

The Fund

reimburses

VCM

and

Citi

for

out-of-pocket

expenses

incurred

providing

these

services

and

certain

other

expenses

specifically

allocated

the

Fund.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Sub-Administration

fees.

The

Fund

(as

part

the

Trust)

has

entered

into

agreement

with

the

Adviser

provide

compliance

services,

pursuant

which

the

Adviser

furnishes

its

compliance

personnel,

including

the

services

the

Chief

Compliance

Officer

(“CCO”),

and

other

resources

reasonably

necessary

provide

the

Trust

with

compliance

oversight

services

the

design,

administration,

and

oversight

compliance

program

for

the

Trust

accordance

with

Rule

38a-1

under

the

1940

Act.

The

CCO

employee

the

Adviser,

which

pays

the

compensation

the

CCO

and

support

staff.

The

funds

the

Trust,

Victory

Portfolios,

Victory

Portfolios

and

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Compliance

fees.

Transfer

Agency

Fees:

FIS

Investor

Services,

LLC

(“FIS”)

serves

the

Fund’s

transfer

agent.

Under

the

Transfer

Agent

Agreement,

the

Trust

pays

FIS

fee

for

its

services

and

reimburses

FIS

for

all

their

reasonable

out-of-pocket

expenses

incurred

providing

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Transfer

agent

fees.

Sub-Transfer

Agency

Fees:

The

Fund

has

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

customers

the

intermediaries

that

hold

positions

the

Fund

and

has

agreed

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Fund

primarily

through

the

use

omnibus

accounts

behalf

their

customers

who

hold

positions

the

Fund.

These

services

would

have

been

provided

the

Fund’s

transfer

agent

and

other

service

providers

the

shareholders’

accounts

were

maintained

directly

the

Fund’s

transfer

agent.

Amounts

incurred

for

the

six

months ended

June

30,

2024,

are

reflected

the

Statement

Operations

Sub-Transfer

agent

fees.

Distributor/Underwriting

Services:

Victory

Capital

Services,

Inc.

(the

“Distributor”),

affiliate

the

Adviser,

serves

Distributor

for

the

continuous

offering

the

Fund

pursuant

Distribution

Agreement

between

the

Distributor

and

the

Trust,

and

receives

fee

other

compensation

for

these

services.

Other

Fees:

Citibank

serves

the

Fund’s

custodian.

The

Fund

pays

Citibank

fee

for

providing

these

services.

Amounts

incurred

for

the six

months

ended

June

30,

2024,

are

reflected

the

Statement

Operations

Custodian

fees.

Sidley

Austin

LLP

provides

legal

services

the

Trust.

The

Adviser

has

entered

into

expense

limitation

agreement

with the Trust

until

least

April

30,

2025.

Under

the

terms

the

agreement,

the

Adviser

has

agreed

waive

fees

reimburse

certain

expenses

the

extent

that

ordinary

operating

expenses

incurred

any

fiscal

year

exceed

the

expense limit

of the

Fund.

Such

excess

amounts

will

the

liability

the

Adviser. Acquired

fund

fees

and

expenses,

interest,

taxes,

brokerage

commissions,

other

expenditures which

are

capitalized

accordance

with

GAAP,

and

other

extraordinary

expenses

not

incurred

the

ordinary

course

of the

Fund’s

business

are

excluded

from

the

expense

limit.

June

30,

2024,

the

expense

limit (excluding

voluntary

waivers) was:

Under

the

terms

the

expense

limitation

agreement,

amended February

27,

2024, the

Fund

has

agreed

repay

fees

and

expenses

that

were

waived

reimbursed

the

Adviser

for

period

three

years

(thirty-six

(36)

months)

after

the

waiver

reimbursement

took

place,

subject

the

lesser

any

operating

expense limits

effect

the

time

of:

(a)

the

original

waiver

expense

reimbursement;

(b)

the

recoupment,

after

giving

effect

the

recoupment

amount.

The

Fund

has

not

recorded

any

amounts

available

repaid

the

Adviser

commitment

and

contingency

liability

due

assessment

that

such

repayments

are

not

probable

June

30,

2024.

Net

Assets

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

effect

until

April

30,

2025

Victory

Sophus

Emerging

Markets

VIP

Series

1.35%

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

of June

30,

2024,

the

following amounts

are

available

repaid

the

Adviser:

The

Adviser

may

voluntarily

waive

reimburse

additional

fees

assist

the

Fund

maintaining

competitive

expense

ratios.

Voluntary

waivers

and

reimbursements

applicable

the

Fund are

not

available

recouped

future

time.

There

were

voluntary

waivers

reimbursements

for

the six

months

ended

June

30,

2024.

Certain

officers

and/or

interested

trustees

the

Fund

are

also

officers

and/or

employees

the

Adviser,

administrator,

fund

accountant,

sub-

administrator,

sub-fund

accountant,

custodian,

legal

counsel,

and

Distributor.

Risks:

The

Fund

may

subject

other

risks

addition

these

identified

risks.

Equity

Securities

Risk

—

The

value

the

equity

securities

which

the

Fund

invests

may

decline

response

developments

affecting

individual

companies

and/or

general

economic

conditions

the

United

States

abroad.

company’s

earnings

dividends

may

not

increase

expected

(or

may

decline)

because

poor

management,

competitive

pressures,

reliance

particular

suppliers

geographical

regions,

labor

problems

shortages,

corporate

restructurings,

fraudulent

disclosures,

man-made

natural

disasters,

military

confrontations

wars,

terrorism,

public

health

crises,

other

events,

conditions,

and

factors.

Price

changes

may

temporary

last

for

extended

periods.

General

Market

Risk

—

Overall

market

risks

may

affect

the

value

the

Fund.

Domestic

and

international

factors

such

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

particular

foreign

country,

its

nationals,

businesses,

industries;

and

geopolitical

events,

well

environmental

disasters

such

earthquakes,

fires,

and

floods,

other

catastrophes,

may

add

instability

global

economies

and

markets

generally,

and

may

lead

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

one

country

region

might

adversely

affect

issuers

another

country

region.

The

impact

these

and

other

factors

may

short-term

may

last

for

extended

periods.

Emerging

Markets

Risk

—

The

risks

investing

foreign

securities

are

generally

greater

with

respect

securities

companies

that

conduct

their

business

activities

emerging

markets

whose

securities

are

traded

principally

emerging

markets.

The

risks

investing

emerging

markets

include

the

risks

illiquidity,

increased

price

volatility,

smaller-market

capitalizations,

limited

reliable

access

capital,

less

government

regulation

(including

limitations

the

available

rights

and

remedies),

market

manipulation

concerns,

less

extensive

and

less

frequent

recordkeeping,

accounting,

financial

and

other

reporting

requirements,

risk

loss

resulting

from

problems

registration

and

custody,

risks

foreign

investment

structures,

substantial

economic

and

political

disruptions

and

the

nationalization

foreign

deposits

assets.

Foreign

Securities

Risk

— Foreign

markets

can

volatile

than

the

U.S.

market

due

increased

risks

adverse

issuer,

political,

regulatory,

market,

economic

developments

and

can

perform

differently

from

the

U.S.

market.

Global

markets,

those

particular

region,

may

all

react

similar

fashion

important

political,

economic,

other

developments.

Events

and

evolving

conditions

certain

economies

markets

may

alter

the

risks

associated

with

investments

tied

countries

regions

that

historically

were

perceived

comparatively

stable

and

make

such

investments

riskier

and

volatile.

Certain

Russian

securities

held

the

Fund

had

declared

dividends,

however

there

assurance

these

dividends

can

collected

the

Fund.

result,

all

such

dividend

receivables

these

Russian

securities

are

valued

zero

the

six

month

period

end.

Borrowing

and

Interfund

Lending:

Line

Credit:

The

Victory

Funds

Complex

participates

short-term

demand

note

“Line

Credit”

agreement

with

Citibank.

Under

the

agreement

with

Citibank,

the

Victory

Funds

Complex

may

borrow

$600

million,

which

$300

million

committed

and

$300

million

uncommitted.

$40

million

the

Line

Credit

reserved

for

use

the

Victory

Floating

Rate

Fund,

another

series

the

Victory

Funds

Complex,

with

Victory

Floating

Rate

Fund

paying

the

commitment

fees

for

that

amount.

The

purpose

the

Line

Credit

meet

temporary

emergency

cash

needs.

For

the six

months

ended

June

30,

2024,

Citibank

received

annual

commitment

fee

0.15%

$300

million

for

providing

the

Line

Credit.

Each

fund

the

Victory

Funds

Complex

paid

pro-rata

portion

the

commitment

fees

plus

any

interest

amounts

borrowed.

Interest

based

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

25,

2024,

the

agreement

was

renewed

with

termination

date

June

23,

2025,

and

the

annual

commitment

fee

0.15%

remained

unchanged.

Interest

charged

the

Fund

during

the

period,

applicable,

reflected

the

Statement

Operations

under

Line

credit

fees.

The

Fund

had

borrowings

under the

Line

Credit

agreement

during

the

six

months

ended

June

30,

2024.

Interfund

Lending:

The

Trust

and

the

Adviser

rely

exemptive

order

granted

the

SEC

March

2017

(the

“Order”),

permitting

the

establishment

and

operation

Interfund

Lending

Facility

(the

“Facility”).

The

Facility

allows

the

Fund

directly

lend

and

borrow

money

from

any

other

Expires

2024

Expires

2025

Expires

2026

Expires

2027

Total

Victory

Sophus

Emerging

Markets

VIP

Series

....................

73,638

81,408

107,749

50,516

313,311

Notes

Financial

Statements

—

continued

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

fund

the

Victory

Funds

Complex

that

permitted

participate

the

Facility,

relying

upon

the

Order

rates

beneficial

both

the

borrowing

and

lending

funds.

Advances

under

the

Facility

are

allowed

for

temporary

emergency

purposes,

including

the

meeting

redemption

requests

that

otherwise

might

require

the

untimely

disposition

securities,

and

are

subject

each

Fund’s

borrowing

restrictions.

The

interfund

loan

rate

determined,

specified

the

Order,

averaging

the

current

repurchase

agreement

rate

and

the

current

bank

loan

rate.

Borrower

(as

defined

the

Order),

interest

charged

the

Fund,

any,

during

the

period,

reflected

the

Statement

Operations

under

Interfund

lending

fees.

Lender

(as

defined

the

Order),

interest

earned

the

Fund,

any,

during

the

period,

reflected

the

Statement

Operations

under

Interfund

lending.

The

Fund

did

not

utilize

participate

the

Facility

during

the

six

months

ended

June

30,

2024.

Federal

Income

Tax

Information:

The

Fund

intends

distribute

any

net

investment

income

annually.

Distributable

net

realized

gains,

any,

are

declared

and

paid

least

annually.

The

amounts

dividends

from

net

investment

income

and

distributions

from

net

realized

gains

(collectively,

distributions

shareholders)

are

determined

accordance

with

federal

income

tax

regulations,

which

may

differ

from

GAAP.

the

extent

these

“book/tax”

differences

are

permanent

nature

(e.g.,

net

operating

loss

and

distribution

reclassification),

such

amounts

are

reclassified

within

the

components

net

assets

based

their

federal

tax-basis

treatment;

temporary

differences

(e.g.,

wash

sales)

not

require

reclassification.

the

extent

dividends

and

distributions

exceed

net

investment

income

and

net

realized

gains

for

tax

purposes,

they

are

reported

distributions

capital.

Net

investment

losses

incurred

the

Fund

may

reclassified

offset

capital

the

accompanying

Statement

Assets

and

Liabilities.

The

tax

character

current

year

distributions

paid

and

the

tax

basis

the

current

components

accumulated

earnings

(loss)

will

determined

the

end

the

current

tax

year.

the

tax

year

ended December

31,

2023,

the

Fund

had

net

capital

loss

carryforwards as shown

the

table

below.

unlikely

that

the

Board

will

authorize

distribution

capital

gains

realized

the

future

until

the

capital

loss

carryforwards

have

been

used:

Short-Term

Amount

Long-Term

Amount

Total

Victory

Sophus

Emerging

Markets

VIP

Series

.................................

(2,734,889)

(572,906)

(3,307,795)

Supplemental

Information

June

30,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Proxy

Voting

and

Portfolio

Holdings

Information

Proxy

Voting:

Information

regarding

the

Fund’s

policies

and

procedures

—

which

describes

how

vote

proxies

relating

portfolio

securities

—

included

the

Fund’s

Statement

Additional

Information

our

website

upon

request

calling

800-539-3863.

The

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

months

ended

June

August

31.

The

proxy

voting

record

available

free

charge

the

SEC

website

at sec.gov and

vcm.com.

Availability

Schedules

Portfolio

Investments:

The

Trust

files

complete

list

Schedules

Portfolio

Investments

with

the

SEC

for

the

first

and

third

quarter

each

fiscal

year

Form

N-PORT-P

and

available

the

SEC’s

website

sec.gov.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VVIF-RS-SEMVIP-SAR

(6/24)

(b) The Financial Highlights are included as a part of the Financial Statements filed under Item 7(a) of this Form.

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.

Proxy disclosures, if any, are included as part of the Financial Statements filed under Item 7(a) of this Form.

Item 10. Remuneration Paid to Directors, Officers, and Others of Open-End Management Investment Companies.

Not applicable.

Item 11. Statement Regarding Basis for Approval of Investment Advisory Contract.

Not applicable.

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.

Not applicable.

Item 16. Controls and Procedures.

(a) The Registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the Registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that those disclosure controls and procedures provide reasonable assurance that material information required to be disclosed by the Registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the 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. Exhibits.

(a)(1) Not applicable.

(a)(2) Not applicable.

(a)(3) The certifications required by Rule 30a-2(a) of the Investment Company Act of 1940 are attached hereto.

(b) The certifications required by Rule 30a-2(b) of the Investment Company Act of 1940 and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

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.

(Registrant) Victory Variable Insurance Funds

(Signature and Title) /s/ Allan Shaer

Allan Shaer, Treasurer and Principal Financial Officer

Date_August 28, 2024________________

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 (Signature and Title) /s/ Thomas Dusenberry

Thomas Dusenberry, President and Principal Executive Officer

Date_August 28, 2024_________________

(Signature and Title) /s/ Allan Shaer

Allan Shaer, Treasurer and Principal Financial Officer

Date_August 28, 2024________________

Victory Variable Insurance Funds N-CSRSCertified semi-annual shareholder report (management investment company)

UNITED STATES

FORM N-CSR

What were the Fund's costs for the last six months?

FUND STATISTICS

($ amounts in 000s)

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Top 10 HoldingsFootnote Reference* (% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

What were the Fund's costs for the last six months?

FUND STATISTICS

($ amounts in 000s)

Asset AllocationFootnote Reference* (% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

What were the Fund's costs for the last six months?

FUND STATISTICS

($ amounts in 000s)

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Top 10 HoldingsFootnote Reference* (% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

What were the Fund's costs for the last six months?

FUND STATISTICS

($ amounts in 000s)

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Top 10 HoldingsFootnote Reference* (% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

What were the Fund's costs for the last six months?

FUND STATISTICS

($ amounts in 000s)

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Top 10 HoldingsFootnote Reference* (% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

What were the Fund's costs for the last six months?

FUND STATISTICS

($ amounts in 000s)

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Top 10 HoldingsFootnote Reference* (% of Net Assets)

* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Additional Shareholder Information

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)

Asset Allocation^{Footnote Reference*} (% of Net Assets)

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)