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: December 31, 2024

Item 1. Reports to Stockholders.

(a)

Victory 500 Index VIP Series

Class I

Annual shareholder report — December 31, 2024

The annual shareholder report contains important information about Victory 500 Index VIP Series (the "Fund") for the period of January 1, 2024 to December 31, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. 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 year?

(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	$31	0.28%

What affected the Fund’s performance during the period?

The Fund generally seeks to track the returns of the Index before fees and expenses by employing a replication strategy that seeks to hold all the stocks in the Index.

During the reporting period, the Fund saw positive absolute returns in 10 sectors, with the information technology sector contributing the most to absolute performance. The Fund saw a negative absolute return in only the materials sector as it lagged all other sectors.

The Fund had a small allocation to derivatives during the period that did not have a material impact on performance.

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

The graph reflects investment growth of a hypothetical investment of $10,000 in the Fund. The graph and table total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, or redemption of shares. The total return figures include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Growth of $10,000 Investment

	Victory 500 Index VIP Series Class I - $33,593	S&P 500^® Index (regulatory broad based index) - $34,254	Victory US Large Cap 500 Index - $34,499
12/14	$10,000	$10,000	$10,000
12/15	$10,103	$10,138	$10,127
12/16	$11,290	$11,351	$11,279
12/17	$13,728	$13,829	$13,801
12/18	$13,090	$13,223	$13,212
12/19	$17,154	$17,386	$17,429
12/20	$20,608	$20,585	$21,239
12/21	$26,260	$26,494	$26,988
12/22	$21,178	$21,696	$21,647
12/23	$26,883	$27,399	$27,521
12/24	$33,593	$34,254	$34,499

AVERAGE ANNUAL TOTAL RETURNS

	1 Year	5 Year	10 Year
Class I	24.96%^{Footnote Reference}	14.39%	12.88%
S&P 500^® Index^{Footnote Reference1}	25.02%	14.53%	13.10%
Victory US Large Cap 500 Index^{Footnote Reference2}	25.36%	14.63%	13.18%

Footnote	Description
Footnote	High double-digit returns are attributable, in part, to unusually favorable market conditions and may not be repeated or consistently achieved in the future.
Footnote¹	The unmanaged S&P 500^® Index is a market-capitalization-weighted index that measures the performance of the common stocks of 500 leading U.S. companies.
Footnote²	The unmanaged Victory US Large Cap 500 Index is a market-cap weighted index that consists of the largest 500 companies within the VettaFi US Equity 3000 Index℠ (“Parent Index”). The Parent Index measures the performance of the largest 3000 U.S. equity securities with readily available price data.

FUND STATISTICS

($ amounts in 000s)

Net Assets	$90,272
Number of Holdings	508
Investment Advisory Fees	$234
Portfolio Turnover	3%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost.

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

Value	Value
Real Estate	2.0%
Utilities	2.2%
Energy	3.3%
Consumer Staples	5.4%
Industrials	8.3%
Communication Services	9.6%
Health Care	10.1%
Consumer Discretionary	11.0%
Financials	13.5%
Information Technology	32.2%

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

Apple, Inc.	7.4%
NVIDIA Corp.	6.2%
Microsoft Corp.	6.1%
Amazon.com, Inc.	4.0%
Meta Platforms, Inc., Class A	2.5%
Tesla, Inc.	2.2%
Alphabet, Inc., Class A	2.2%
Broadcom, Inc.	2.1%
Alphabet, Inc., Class C	1.9%
JPMorgan Chase & Co.	1.3%

*	Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
	Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Material Fund Changes

There were no material fund changes during the year ended December 31, 2024.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financial Statements

Prospectus

Fund Holdings

Proxy Voting

VVIF-RS-SPVIP — AR (12/24)

Victory High Yield VIP Series

Class I

Annual shareholder report — December 31, 2024

The annual shareholder report contains important information about Victory High Yield VIP Series (the "Fund") for the period of January 1, 2024 to December 31, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. You may also request more information by calling 800-539-3863 or visiting vcm.com/contact-us. This report describes changes to the Fund that occurred during the period.

What were the Fund's costs for the last year?

(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	$93	0.89%

What affected the Fund’s performance during the period?

Top contributors to performance:

The Fund’s allocations to pharma, wireless, and independent industries.
Security selection in health care, consumer products, and airlines industries.
The Fund’s allocation to debt securities rated BB & CCC rated contributed to positive performance.

Top detractors from performance:

The Fund’s allocations to media, wirelines, and oil field services industries.
Security selection of certain debt securities of issuers in media, retail, and pharma industries.

The graph reflects investment growth of a hypothetical investment of $10,000 in the Fund. The graph and table total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, or redemption of shares. The total return figures include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Growth of $10,000 Investment

	Victory High Yield VIP Series Class I - $16,792	Bloomberg U.S. Universal Index (regulatory broad based index) - $11,875	Bloomberg U.S. Corporate High Yield Index - $16,552
12/14	$10,000	$10,000	$10,000
12/15	$9,542	$10,043	$9,553
12/16	$11,015	$10,436	$11,190
12/17	$12,110	$10,862	$12,029
12/18	$12,146	$10,835	$11,779
12/19	$14,076	$11,841	$13,466
12/20	$15,191	$12,739	$14,424
12/21	$16,080	$12,598	$15,185
12/22	$13,901	$10,961	$13,486
12/23	$15,488	$11,638	$15,299
12/24	$16,792	$11,875	$16,552

AVERAGE ANNUAL TOTAL RETURNS

	1 Year	5 Year	10 Year
Class I	8.42%	3.59%	5.32%
Bloomberg U.S. Universal Index^{Footnote Reference1}	2.04%	0.06%	1.73%
Bloomberg U.S. Corporate High Yield Index^{Footnote Reference2}	8.19%	4.21%	5.17%

Footnote	Description
Footnote¹	The unmanaged Bloomberg U.S. Universal Index is an index that represents the union of the U.S. Aggregate Index, U.S. Corporate High-Yield, Investment Grade 144A Index, Eurodollar Index, U.S. Emerging Markets Index, and the non-ERISA eligible portion of the CMBS Index. The index covers USD denominated, taxable bonds that are rated either investment-grade or below investment-grade
Footnote²	The unmanaged Bloomberg U.S. Corporate High Yield Index measures the USD-denominated, high yield, fixed-rate corporate bond market. Securities are classified as high yield if the middle rating of Moody's, Fitch and S&P is Ba1/BB+/BB+ or below. Bonds from issuers with an emerging markets country of risk, based on the Bloomberg EM country definition, are excluded.

FUND STATISTICS

($ amounts in 000s)

Net Assets	$19,030
Number of Holdings	208
Investment Advisory Fees	$122
Portfolio Turnover	109%

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

Value	Value
Corporate Bonds	61.5%
Yankee Dollars	16.4%
Senior Secured Loans	5.6%
Exchange-Traded Funds	4.8%

*	Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
	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.

Material Fund Changes

Effective October 3, 2024, Victory Capital Management, Inc. ("VCM") has terminated the Sub-Advisory Agreement with Park Avenue Institutional Advisers LLC and effective October 4, 2024, the Fund is now managed by VCM's Victory Income Investors investment franchise.

For more complete information, you may review the Fund's prospectus, issued May 1, 2024.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financial Statements

Prospectus

Fund Holdings

Proxy Voting

VVIF-RS-HYVIP — AR (12/24)

Victory RS International VIP Series

Class I

Annual shareholder report — December 31, 2024

The annual shareholder report contains important information about Victory RS International VIP Series (the "Fund") for the period of January 1, 2024 to December 31, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. 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 year?

(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	$96	0.93%

What affected the Fund’s performance during the period?

Top contributors to performance:

Positive stock selection in the industrials, consumer discretionary, and information technology sectors supported the Fund’s performance relative to the Index for the period.
From a regional perspective, positive stock selection in Japan and the United Kingdom contributed to relative performance.
Country-level contributors included Netherlands, Denmark, and New Zealand.

Top detractors from performance:

Negative stock selection in the materials sector hurt relative performance.
By region, stock selection was negative in Europe.
Country-level detractors included France, Switzerland, and Belgium.

The graph reflects investment growth of a hypothetical investment of $10,000 in the Fund. The graph and table total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, or redemption of shares. The total return figures include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Growth of $10,000 Investment

	Victory RS International VIP Series Class I - $18,294	MSCI EAFE Index (regulatory broad based index) - $16,598
12/14	$10,000	$10,000
12/15	$10,084	$9,919
12/16	$10,245	$10,018
12/17	$12,877	$12,526
12/18	$11,504	$10,798
12/19	$14,125	$13,176
12/20	$15,006	$14,205
12/21	$17,162	$15,805
12/22	$14,448	$13,521
12/23	$17,341	$15,987
12/24	$18,294	$16,598

AVERAGE ANNUAL TOTAL RETURNS

	1 Year	5 Year	10 Year
Class I	5.50%	5.31%	6.23%
MSCI EAFE Index^{Footnote Reference1}	3.82%	4.73%	5.20%

Footnote	Description
Footnote¹	The unmanaged MSCI EAFE Index measures the performance of large- and mid-cap stocks in the developed markets, excluding the U.S. and Canada. The index covers approximately 85% of the free-float-adjusted market capitalization in each country.

FUND STATISTICS

($ amounts in 000s)

Net Assets	$105,509
Number of Holdings	77
Investment Advisory Fees	$928
Portfolio Turnover	20%

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

Value	Value
Real Estate	3.1%
Energy	3.5%
Communication Services	4.5%
Materials	6.0%
Information Technology	9.2%
Consumer Staples	9.4%
Consumer Discretionary	10.6%
Health Care	12.4%
Industrials	15.0%
Financials	20.6%

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

Novo Nordisk A/S, Class B	2.9%
SAP SE	2.8%
Roche Holding AG	2.6%
Novartis AG, Registered Shares	2.5%
Allianz SE, Registered Shares	2.5%
Toyota Motor Corp.	2.2%
Barclays PLC	2.1%
Unilever PLC	2.1%
Banco Bilbao Vizcaya Argentaria SA	2.1%
Shell PLC	2.0%

*	Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
	Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Material Fund Changes

There were no material fund changes during the year ended December 31, 2024.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financial Statements

Prospectus

Fund Holdings

Proxy Voting

VVIF-RS-IVIP — AR (12/24)

Victory RS Large Cap Alpha VIP Series

Class I

Annual shareholder report — December 31, 2024

The annual shareholder report contains important information about Victory RS Large Cap Alpha VIP Series (the "Fund") for the period of January 1, 2024 to December 31, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. 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 year?

(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	$61	0.55%

What affected the Fund’s performance during the period?

In 2024, the Fund’s focus on investing in businesses with improving return on invested capital continued to generate strong results.

Top contributors to performance:

The Fund’s performance was led by strong stock selection in the utilities, communication services, and financial services sectors.
Within the utilities sector, Vistra Corp. generated strong results benefiting from a business shift as well as increasing electricity demand as the world shifts to artificial intelligence.
In the communication services sector, TKO Group Holdings, Inc. was also a positive contributor, benefiting from growing demand for both its Ultimate Fighting Championship and World Wrestling Entertainment franchises.
Within the financial services sector, performance was strong across the large money center banks, as increased capital markets activity propelled the stocks.

Top detractors from performance:

The Fund was negatively impacted during the year by some of its consumer holdings.
LKQ Corp., a distributor of after-market auto parts, was negatively impacted by higher insurance costs and rising inflation. While we were disappointed to see a slowdown in the business in 2024, which negatively impacted the stock, our investment outlook for this investment remains unchanged.
Cash flows and earnings for Mondelez International, Inc., Class A, one of the largest chocolate and snack product companies, were negatively impacted by a dramatic rise in cocoa prices.

The graph reflects investment growth of a hypothetical investment of $10,000 in the Fund. The graph and table total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, or redemption of shares. The total return figures include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Growth of $10,000 Investment

	Victory RS Large Cap Alpha VIP Series Class I - $24,592	S&P 500^® Index (regulatory broad based index) - $34,254	Russell 1000^® Value Index - $22,580
12/14	$10,000	$10,000	$10,000
12/15	$9,799	$10,138	$9,617
12/16	$10,684	$11,351	$11,285
12/17	$12,678	$13,829	$12,827
12/18	$11,537	$13,223	$11,767
12/19	$15,132	$17,386	$14,890
12/20	$15,065	$20,585	$15,306
12/21	$18,604	$26,494	$19,157
12/22	$17,797	$21,696	$17,713
12/23	$20,234	$27,399	$19,743
12/24	$24,592	$34,254	$22,580

AVERAGE ANNUAL TOTAL RETURNS

	1 Year	5 Year	10 Year
Class I	21.54%^{Footnote Reference}	10.20%	9.42%
S&P 500^® Index^{Footnote Reference1}	25.02%	14.53%	13.10%
Russell 1000^® Value Index^{Footnote Reference2}	14.37%	8.68%	8.49%

Footnote	Description
Footnote	High double-digit returns are attributable, in part, to unusually favorable market conditions and may not be repeated or consistently achieved in the future.
Footnote¹	The unmanaged S&P 500^® Index is a market-capitalization-weighted index that measures the performance of the common stocks of 500 leading U.S. companies.
Footnote²	The unmanaged Russell 1000^® Value Index is a market-capitalization-weighted index that measures the performance of Russell 1000^® Index companies with lower price-to-book ratios and lower forecasted growth rates.

FUND STATISTICS

($ amounts in 000s)

Net Assets	$799,455
Number of Holdings	52
Investment Advisory Fees	$4,118
Portfolio Turnover	25%

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

Value	Value
Utilities	2.9%
Materials	3.0%
Consumer Discretionary	3.2%
Communication Services	6.9%
Energy	6.9%
Consumer Staples	7.6%
Information Technology	8.7%
Industrials	15.2%
Health Care	16.3%
Financials	22.8%

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

Citigroup, Inc.	3.8%
KeyCorp	3.5%
Exxon Mobil Corp.	3.0%
Keurig Dr. Pepper, Inc.	2.9%
U.S. Foods Holding Corp.	2.9%
TKO Group Holdings, Inc.	2.7%
Teva Pharmaceutical Industries Ltd., ADR	2.7%
Cboe Global Markets, Inc.	2.5%
The Goldman Sachs Group, Inc.	2.5%
SS&C Technologies Holdings, Inc.	2.5%

*	Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
	Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Material Fund Changes

There were no material fund changes during the year ended December 31, 2024.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financial Statements

Prospectus

Fund Holdings

Proxy Voting

VVIF-RS-LCAVIP — AR (12/24)

Victory RS Small Cap Growth Equity VIP Series

Class I

Annual shareholder report — December 31, 2024

The 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 December 31, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. 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 year?

(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	$93	0.88%

What affected the Fund’s performance during the period?

The Fund’s absolute performance during the period was hindered in part by the relative performance of secular small-cap growth stocks as small growth, as defined by the Russell 2000^®Growth Index (the "Index"), significantly underperformed large growth, as defined by the Russell 1000^® Growth Index. A "secular small-cap stock" refers to a small-cap company that is positioned to benefit from long-term, sustained industry trends that are not closely tied to short-term economic cycles. In other words, the company is likely to experience growth even during market turndowns.

We believe the multi-year underperformance of innovative smaller-cap growth stocks has created an outsized opportunity for smaller-cap growth stocks, as current valuations (defined as the forward price-to-earnings ratio, excluding non-earners) of the Index are the cheapest since the 1979 inception of the Index relative to the Russell 1000^® Growth Index (per FactSet).

Top contributors to performance:

Fund performance relative to the Index was positively impacted during the year by stock selection in the information technology, consumer staples, and financials sectors.

Top detractors from performance:

The largest detractor from performance relative to the Index was the Fund’s holdings of securities in the health care sector.

The graph reflects investment growth of a hypothetical investment of $10,000 in the Fund. The graph and table total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, or redemption of shares. The total return figures include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Growth of $10,000 Investment

	Victory RS Small Cap Growth Equity VIP Series Class I - $19,028	Russell 3000^® Index (regulatory broad based index) - $32,604	Russell 2000^® Growth Index - $21,772	Russell 2000^® Index - $21,223
12/14	$10,000	$10,000	$10,000	$10,000
12/15	$10,062	$10,048	$9,862	$9,559
12/16	$10,206	$11,327	$10,978	$11,595
12/17	$14,105	$13,721	$13,411	$13,294
12/18	$12,941	$13,002	$12,163	$11,830
12/19	$17,959	$17,035	$15,628	$14,849
12/20	$24,794	$20,593	$21,040	$17,813
12/21	$22,208	$25,877	$21,636	$20,453
12/22	$14,133	$20,907	$15,933	$16,273
12/23	$17,017	$26,334	$18,906	$19,028
12/24	$19,028	$32,604	$21,772	$21,223

AVERAGE ANNUAL TOTAL RETURNS

	1 Year	5 Year	10 Year
Class I	11.82%	1.16%	6.64%
Russell 3000^® Index^{Footnote Reference1}	23.81%	13.86%	12.55%
Russell 2000^® Growth Index^{Footnote Reference2}	15.15%	6.86%	8.09%
Russell 2000^® Index^{Footnote Reference3}	11.54%	7.40%	7.82%

Footnote	Description
Footnote¹	The unmanaged Russell 3000^® Index is a market-capitalization-weighted index that measures the performance of the 3,000 largest U.S. stocks by market capitalization and covers 98% of the investable U.S. equity universe.
Footnote²	The unmanaged Russell 2000^® Growth Index is a market-capitalization-weighted index that measures the performance of Russell 2000^® Index companies with higher price-to-book ratios and forecasted growth values.
Footnote³	The unmanaged Russell 2000^® Index is a market-capitalization-weighted index that measures the performance of the 2,000 smallest U.S. stocks by market capitalization in the Russell 3000^® Index.

FUND STATISTICS

($ amounts in 000s)

Net Assets	$70,182
Number of Holdings	109
Investment Advisory Fees	$550
Portfolio Turnover	124%

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

Value	Value
Real Estate	0.5%
Communication Services	0.9%
Energy	2.2%
Materials	2.6%
Consumer Staples	3.8%
Financials	9.4%
Consumer Discretionary	10.7%
Information Technology	20.8%
Industrials	23.0%
Health Care	24.6%

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

FTAI Aviation Ltd.	2.5%
Semtech Corp.	2.2%
Under Armour, Inc., Class C	1.9%
Applied Industrial Technologies, Inc.	1.7%
Varonis Systems, Inc.	1.7%
Utz Brands, Inc.	1.6%
Champion Homes, Inc.	1.6%
Gitlab, Inc., Class A	1.5%
Modine Manufacturing Co.	1.5%
Paylocity Holding Corp.	1.5%

*	Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
	Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Material Fund Changes

There were no material fund changes during the year ended December 31, 2024.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financial Statements

Prospectus

Fund Holdings

Proxy Voting

VVIF-RS-SCGEVIP — AR (12/24)

Victory Sophus Emerging Markets VIP Series

Class I

Annual shareholder report — December 31, 2024

The annual shareholder report contains important information about Victory Sophus Emerging Markets VIP Series (the "Fund") for the period of January 1, 2024 to December 31, 2024, as well as certain changes to the Fund. You can find additional information about the Fund at advisor.vcm.com/literature/mutual-fund-prospectuses. 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 year?

(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	$139	1.35%

What affected the Fund’s performance during the period?

Top contributors to performance:

Stock selection in industrials served as the most significant contributor to performance in the period. We were moderately overweight this sector.
Taiwan was another significant contributor to relative performance, driven by positive stock selection within the technology sector. Within industrials, Fortune Electric Co. Ltd outperformed due to the previously mentioned power investments. We were moderately underweight this country.
The materials sector also significantly contributed to relative performance, due to positive stock selection, as evidenced by holdings including Shandong Nanshan Aluminum, Western Mining, and Welspun Corp. Ltd. The Fund benefited from our underweight allocation in poor performer POSCO. The Fund was effectively neutrally positioned in this sector.

Top detractors from performance:

The third quarter was flooded by conflicting signals and periods of sharp reversals, which resulted in elevated market volatility, with sentiment changing sometimes on a weekly basis. This proved a challenging environment for the Fund’s quantitative models to perform. As such, the impact of market volatility was one of the most significant detractors from performance in 2024.
The consumer discretionary sector was the most significant detractor from relative performance, due to negative stock selection concentrated largely amongst a handful of underperforming investments that the Fund held over the course of the year. The Fund was moderately overweight the consumer discretionary sector during the period.
China-based investments were most significant detractor from relative performance, driven by both stock-specific blow-ups and the Fund’s defensive positioning within that market amidst the sharp rally in the final week of the third quarter. Four consumer discretionary stocks alone accounted for roughly half of this China-centric negative attribution: Alibaba Group Holdings Ltd., Class W, PDD, Miniso, and JD.com, Inc., Class SW. The Fund was virtually neutral China.
Holdings in the information technology sector significantly detracted from relative performance, due to negative stock selection, driven by a combination of strong performers the Fund did not own (or held at underweight positions on average), like Hon Hai Precision Industry, Xiaomi Corp., Class W, and MediaTek; in addition to poor performers like SK Hynix, Inc., LG Innotek Co. Ltd, and Haesung DS, which the Fund held during the period. The Fund was virtually neutral positioned in this sector.

The graph reflects investment growth of a hypothetical investment of $10,000 in the Fund. The graph and table total returns do not reflect the deduction of taxes that a shareholder would pay on Fund distributions, or redemption of shares. The total return figures include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Growth of $10,000 Investment

	Victory Sophus Emerging Markets VIP Series Class I - $13,961	MSCI All Country World Index (regulatory broad based index) - $24,184	MSCI Emerging Markets Index - $14,293
12/14	$10,000	$10,000	$10,000
12/15	$8,726	$9,764	$8,508
12/16	$9,736	$10,532	$9,460
12/17	$13,910	$13,056	$12,987
12/18	$11,272	$11,827	$11,094
12/19	$13,879	$14,973	$13,139
12/20	$16,123	$17,407	$15,544
12/21	$15,410	$20,633	$15,149
12/22	$11,949	$16,844	$12,105
12/23	$13,267	$20,584	$13,295
12/24	$13,961	$24,184	$14,293

AVERAGE ANNUAL TOTAL RETURNS

	1 Year	5 Year	10 Year
Class I	5.24%	0.12%	3.39%
MSCI All Country World Index^{Footnote Reference1}	17.49%	10.06%	9.23%
MSCI Emerging Markets Index^{Footnote Reference2}	7.50%	1.70%	3.64%

Footnote	Description
Footnote¹	The unmanaged MSCI All Country World Index is a free float-adjusted, market-capitalization-weighted index designed to measure the performance of large- and mid-cap stocks across developed and emerging markets.
Footnote²	The unmanaged MSCI Emerging Markets Index is a free-float-adjusted market-capitalization-weighted index designed to measure equity market performance in the global emerging markets.

FUND STATISTICS

($ amounts in 000s)

Net Assets	$23,823
Number of Holdings	125
Investment Advisory Fees	$252
Portfolio Turnover	83%

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

Value	Value
Consumer Staples	2.5%
Energy	2.9%
Real Estate	3.0%
Materials	5.1%
Health Care	5.9%
Industrials	8.4%
Communication Services	8.6%
Consumer Discretionary	14.7%
Financials	20.1%
Information Technology	25.4%

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

Taiwan Semiconductor Manufacturing Co. Ltd.	11.4%
Tencent Holdings Ltd.	6.1%
ICICI Bank Ltd., ADR	3.0%
Infosys Ltd., ADR	2.7%
Alibaba Group Holding Ltd., Class W	2.4%
SK Hynix, Inc.	2.2%
Meituan, Class W	1.9%
China Construction Bank Corp., Class H	1.7%
Xiaomi Corp., Class W	1.4%
Sun Pharmaceutical Industries Ltd.	1.4%

*	Does not include futures contracts, money market instruments, short-term investments purchased with cash collateral from securities loaned, or other assets in excess of liabilities.
	Utilize the Full Financials link below to refer to the Schedule of Portfolio Investments for a complete list of securities.

Material Fund Changes

There were no material fund changes during the year ended December 31, 2024.

Additional Shareholder Information

Additional information about the Fund is available on vcm.com and the adjacent QR code including:

Full Financial Statements

Prospectus

Fund Holdings

Proxy Voting

VVIF-RS-SEMVIP — AR (12/24)

(b) Not applicable.

Item 2. Code of Ethics.

As of the end of the period covered by this report, the Registrant has adopted a code of ethics that applies to the Registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party (the “Code of Ethics”). During the period covered by this report, there were no amendments, nor did the Registrant grant any waivers, including any implicit waivers, from any provision of the Code of Ethics. The Code of Ethics is attached hereto as Exhibit 19(a)(1) of this Form.

Item 3. Audit Committee Financial Expert.

The Registrant’s Board of Trustees has determined that the Registrant has at least one “audit committee financial expert” (as defined in Item 3 of Form N-CSR) serving on its audit committee. E. Lee Beard is an “audit committee financial expert” and is “independent” (as each term is defined in Item 3 of Form N-CSR).

Item 4. Principal Accountant Fees and Services.

(a) Audit Fees. Fees for audit services provided to the Registrant were $83,900 and $82,200 for the fiscal years ended December 31,2024 and 2023, respectively.

(b) Audit-Related Fees. The aggregate fees billed in each of the last two fiscal years for audit-related services by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this item were $0 and $0 for the fiscal years ended December 31,2024 and 2023, respectively. The fees, paid by the Registrant, were payment for the principal accountant performing work relating to assurance and related services.

(c) Tax Fees. Fees for tax services, which consisted of income and excise tax compliance services, were $25,125 and $24,550 for the fiscal years ended December 31,2024 and 2023, respectively.

(d) All Other Fees. Fees for other services totaled $0 and $0 for the fiscal years ended December 31,2024 and 2023, respectively.

(e) (1) The Registrant’s Audit Committee has adopted Pre-Approval Policies and Procedures. The Audit Committee must pre-approve all audit services and non-audit services that the principal accountant provides to the Registrant. The Audit Committee must also pre-approve any engagement of the principal accountant to provide non-audit services to the Registrant’s investment adviser, or any affiliate of the adviser that provides ongoing services to the Registrant, if such non-audit services directly impact the Registrant’s operations and financial reporting.

(2) No services described in items (b) were pre-approved by the Audit Committee pursuant to Rule 2 01(c)(7)(i)(c) of Regulation S-X.

(f) All of the work in connection with the audit of the Registrant during the years ended December 31,2024 and 2023 was performed by full-time employees of the Registrant’s principal accountant.

(g) The aggregate fees billed by the principal accountant for non-audit services to the Registrant, the Registrant’s investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant were $25,125 and $24,550 for the years ended December 31,2024 and 2023, respectively.

(h) The Registrant’s Audit Committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser, and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal auditor’s independence.

(i) Not applicable.

(j) Not applicable.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Investments.

(a) Not applicable.

(b) Not applicable.

Item 7. Financial Statements and Other Information.

(a)

December

31,

2024

Annual

Report:

Full

Financials

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Variable

Insurance

Funds

Victory

500

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The

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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

Report

Independent

Registered

Public

Accounting

Firm

Supplemental

Information

(Unaudited)

Additional

Federal

Income

Tax

Information

Advisory

Contract

Approval

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

December

31,

2024

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

See

notes

financial

statements.

Security

Description

Value

Common

Stocks

(99.4%)

Communication

Services

(9.6%):

Alphabet,

Inc.

Class

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

9,119

1,736,622

Alphabet,

Inc.

Class

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

10,329

1,955,280

AT&T,

Inc.

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

12,692

288,997

Charter

Communications,

Inc.

Class

(a)

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

170

58,271

Comcast

Corp.

Class

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

6,723

252,314

Electronic

Arts,

Inc.

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

420

61,446

Fox

Corp.

Class

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

389

18,898

Fox

Corp.

Class

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

234

10,703

Liberty

Media

Corp.-Liberty

Formula

One

(a)

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

386

35,767

Liberty

Media

Corp.-Liberty

Formula

One

(a)

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

3,362

Live

Nation

Entertainment,

Inc.

(a)

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

274

35,483

Meta

Platforms,

Inc.

Class

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

3,854

2,256,556

Netflix,

Inc.

(a)

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

753

671,164

Omnicom

Group,

Inc.

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

344

29,598

Pinterest,

Inc.

Class

(a)

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

1,035

30,015

ROBLOX

Corp.

Class

(a)

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

942

54,504

Snap,

Inc.

Class

(a)

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

1,904

20,506

Spotify

Technology

(a)

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

254

113,634

Take-Two

Interactive

Software,

Inc.

(a)

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

287

52,831

The

Trade

Desk,

Inc.

Class

(a)

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

793

93,201

The

Walt

Disney

Co.

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

3,210

357,433

T-Mobile

US,

Inc.

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

855

188,724

Verizon

Communications,

Inc.

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

7,463

298,445

Warner

Bros

Discovery,

Inc.

(a)

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

3,938

41,625

8,665,379

Communications

Equipment

(0.8%):

Arista

Networks,

Inc.

(a)

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

1,831

202,380

Cisco

Systems,

Inc.

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

7,048

417,242

Motorola

Solutions,

Inc.

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

295

136,358

755,980

Consumer

Discretionary

(11.0%):

Airbnb,

Inc.

Class

(a)

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

737

96,849

Amazon.com,

Inc.

(a)

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

16,649

3,652,624

AutoZone,

Inc.

(a)

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

96,060

Best

Buy

Co.,

Inc.

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

349

29,944

Booking

Holdings,

Inc.

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

293,137

Burlington

Stores,

Inc.

(a)

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

112

31,927

Carnival

Corp.

(a)

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

1,770

44,108

Carvana

Co.

(a)

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

204

41,485

Chipotle

Mexican

Grill,

Inc.

(a)

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

2,396

144,479

D.R.

Horton,

Inc.

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

501

70,050

Darden

Restaurants,

Inc.

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

208

38,832

Deckers

Outdoor

Corp.

(a)

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

267

54,225

Domino's

Pizza,

Inc.

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

25,605

DoorDash,

Inc.

Class

(a)

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

572

95,953

DraftKings,

Inc.

(a)

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

833

30,988

eBay,

Inc.

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

847

52,472

Expedia

Group,

Inc.

(a)

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

213

39,688

Ford

Motor

Co.

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

6,905

68,359

Garmin

Ltd.

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

274

56,515

General

Motors

Co.

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

1,947

103,717

Genuine

Parts

Co.

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

246

28,723

Hilton

Worldwide

Holdings,

Inc.

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

469

115,918

Las

Vegas

Sands

Corp.

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

672

34,514

Lennar

Corp.

Class

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

413

56,321

Lennar

Corp.

Class

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

2,511

Lowe's

Cos.,

Inc.

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

1,000

246,800

Lululemon

Athletica,

Inc.

(a)

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

188

71,893

Marriott

International,

Inc.

Class

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

431

120,223

McDonald's

Corp.

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

1,271

368,450

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

NIKE,

Inc.

Class

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

2,076

157,091

NVR,

Inc.

(a)

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

40,894

O'Reilly

Automotive,

Inc.

(a)

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

102

120,952

Pool

Corp.

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

22,161

PulteGroup,

Inc.

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

361

39,313

Ross

Stores,

Inc.

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

570

86,224

Royal

Caribbean

Cruises

Ltd.

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

433

99,889

Starbucks

Corp.

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

1,968

179,580

Tesla,

Inc.

(a)

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

4,958

2,002,239

The

Home

Depot,

Inc.

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

1,761

685,011

The

TJX

Cos.,

Inc.

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

1,984

239,687

Tractor

Supply

Co.

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

945

50,142

Ulta

Beauty,

Inc.

(a)

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

35,664

Williams-Sonoma,

Inc.

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

210

38,888

Yum!

Brands,

Inc.

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

493

66,141

9,976,246

Consumer

Staples

(5.4%):

Altria

Group,

Inc.

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

3,002

156,975

Archer-Daniels-Midland

Co.

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

843

42,588

Brown-Forman

Corp.

Class

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

512

19,446

Brown-Forman

Corp.

Class

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

2,940

Church

Dwight

Co.,

Inc.

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

434

45,444

Colgate-Palmolive

Co.

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

1,447

131,547

Constellation

Brands,

Inc.

Class

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

275

60,775

Costco

Wholesale

Corp.

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

786

720,188

Dollar

General

Corp.

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

389

29,494

Dollar

Tree,

Inc.

(a)

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

381

28,552

General

Mills,

Inc.

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

981

62,558

Hormel

Foods

Corp.

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

516

16,187

Kellanova

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

519

42,023

Kenvue,

Inc.

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

3,400

72,590

Keurig

Dr.

Pepper,

Inc.

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

1,997

64,144

Kimberly-Clark

Corp.

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

591

77,445

McCormick

Co.,

Inc.

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

469

35,757

Mondelez

International,

Inc.

Class

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

2,363

141,142

Monster

Beverage

Corp.

(a)

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

1,225

64,386

PepsiCo,

Inc.

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

2,425

368,745

Philip

Morris

International,

Inc.

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

2,753

331,323

Sysco

Corp.

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

869

66,444

Target

Corp.

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

811

109,631

The

Campbell's

Company

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

348

14,574

The

Clorox

Co.

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

219

35,568

The

Coca-Cola

Co.

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

7,582

472,055

The

Estee

Lauder

Cos.,

Inc.

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

412

30,892

The

Hershey

Co.

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

261

44,200

The

Kraft

Heinz

Co.

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

2,136

65,597

The

Kroger

Co.

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

1,273

77,844

The

Procter

Gamble

Co.

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

4,174

699,771

Tyson

Foods,

Inc.

Class

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

494

28,375

Walmart,

Inc.

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

7,717

697,231

4,856,431

Electronic

Equipment,

Instruments

Components

(0.6%):

Amphenol

Corp.

Class

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

2,122

147,373

CDW

Corp.

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

236

41,073

Corning,

Inc.

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

1,382

65,673

Jabil,

Inc.

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

192

27,629

Keysight

Technologies,

Inc.

(a)

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

305

48,992

Connectivity

PLC

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

530

75,774

Teledyne

Technologies,

Inc.

(a)

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

38,059

Trimble,

Inc.

(a)

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

432

30,525

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Zebra

Technologies

Corp.

(a)

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

35,146

510,244

Energy

(3.3%):

Baker

Hughes

Co.

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

1,753

71,908

Cheniere

Energy,

Inc.

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

394

84,659

Chevron

Corp.

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

3,186

461,460

ConocoPhillips

Co.

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

2,293

227,397

Coterra

Energy,

Inc.

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

1,282

32,742

Devon

Energy

Corp.

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

1,107

36,232

Diamondback

Energy,

Inc.

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

334

54,719

EOG

Resources,

Inc.

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

995

121,967

EQT

Corp.

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

1,051

48,462

Expand

Energy

Corp.

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

366

36,435

Exxon

Mobil

Corp.

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

7,782

837,110

Halliburton

Co.

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

1,551

42,172

Hess

Corp.

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

498

66,239

Kinder

Morgan,

Inc.

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

3,437

94,174

Marathon

Petroleum

Corp.

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

569

79,375

Occidental

Petroleum

Corp.

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

1,659

81,971

ONEOK,

Inc.

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

1,034

103,814

Phillips

Co.

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

731

83,283

Schlumberger

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

2,499

95,812

Targa

Resources

Corp.

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

380

67,830

Texas

Pacific

Land

Corp.

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

45,344

The

Williams

Cos.,

Inc.

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

2,152

116,466

Valero

Energy

Corp.

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

559

68,528

2,958,099

Financials

(13.5%):

Affirm

Holdings,

Inc.

(a)

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

457

27,831

Aflac,

Inc.

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

885

91,544

American

Express

Co.

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

1,248

370,394

American

International

Group,

Inc.

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

1,103

80,298

Ameriprise

Financial,

Inc.

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

172

91,578

Aon

PLC

Class

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

371

133,248

Apollo

Global

Management,

Inc.

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

703

116,107

Arch

Capital

Group

Ltd.

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

645

59,566

Ares

Management

Corp.

Class

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

332

58,774

Arthur

Gallagher

Co.

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

438

124,326

Bank

America

Corp.

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

13,586

597,105

Berkshire

Hathaway,

Inc.

Class

(a)

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

2,347

1,063,848

Blackrock,

Inc.

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

255

261,403

Blackstone,

Inc.

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

1,268

218,629

Block,

Inc.

(a)

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

964

81,930

Brown

Brown,

Inc.

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

420

42,848

Capital

One

Financial

Corp.

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

668

119,118

Cboe

Global

Markets,

Inc.

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

185

36,149

Chubb

Ltd.

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

711

196,449

Cincinnati

Financial

Corp.

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

272

39,086

Citigroup,

Inc.

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

3,345

235,455

Citizens

Financial

Group,

Inc.

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

775

33,914

CME

Group,

Inc.

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

637

147,931

Coinbase

Global,

Inc.

Class

(a)

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

342

84,919

Corebridge

Financial,

Inc.

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

454

13,588

Discover

Financial

Services

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

443

76,741

Erie

Indemnity

Co.

Class

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

18,138

Everest

Group

Ltd.

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

21,023

FactSet

Research

Systems,

Inc.

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

32,179

Fidelity

National

Information

Services,

Inc.

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

954

77,055

Fifth

Third

Bancorp

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

1,183

50,017

First

Citizens

Bancshares,

Inc.

Class

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

35,921

Fiserv,

Inc.

(a)

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

1,001

205,625

Global

Payments,

Inc.

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

447

50,091

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Huntington

Bancshares,

Inc.

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

2,546

41,423

Interactive

Brokers

Group,

Inc.

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

186

32,861

Intercontinental

Exchange,

Inc.

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

1,008

150,202

JPMorgan

Chase

Co.

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

4,974

1,192,318

KeyCorp

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

1,746

29,926

KKR

Co.,

Inc.

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

1,199

177,344

Loews

Corp.

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

319

27,016

LPL

Financial

Holdings,

Inc.

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

132

43,099

M&T

Bank

Corp.

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

293

55,087

Markel

Group,

Inc.

(a)

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

37,977

Marsh

McLennan

Cos.,

Inc.

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

870

184,797

Mastercard,

Inc.

Class

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

1,449

763,000

MetLife,

Inc.

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

1,026

84,009

Moody's

Corp.

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

321

151,952

Morgan

Stanley

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

2,182

274,321

MSCI,

Inc.

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

134

80,401

Nasdaq,

Inc.

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

730

56,436

Northern

Trust

Corp.

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

346

35,465

PayPal

Holdings,

Inc.

(a)

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

1,772

151,240

Principal

Financial

Group,

Inc.

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

403

31,196

Prudential

Financial,

Inc.

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

630

74,674

Raymond

James

Financial,

Inc.

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

325

50,482

Regions

Financial

Corp.

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

1,607

37,797

Robinhood

Markets,

Inc.

Class

(a)

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

1,086

40,464

S&P

Global,

Inc.

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

550

273,917

SoFi

Technologies,

Inc.

(a)

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

1,825

28,105

State

Street

Corp.

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

517

50,744

Synchrony

Financial

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

687

44,655

Rowe

Price

Group,

Inc.

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

385

43,540

The

Allstate

Corp.

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

467

90,033

The

Bank

New

York

Mellon

Corp.

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

1,286

98,803

The

Carlyle

Group,

Inc.

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

428

21,610

The

Charles

Schwab

Corp.

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

2,971

219,884

The

Goldman

Sachs

Group,

Inc.

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

554

317,232

The

Hartford

Financial

Services

Group,

Inc.

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

512

56,013

The

PNC

Financial

Services

Group,

Inc.

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

701

135,188

The

Progressive

Corp.

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

1,036

248,236

The

Travelers

Cos.,

Inc.

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

401

96,597

Toast,

Inc.

Class

(a)

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

724

26,390

Truist

Financial

Corp.

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

2,348

101,856

U.S.

Bancorp

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

2,761

132,059

Visa,

Inc.

Class

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

3,057

966,134

W.R.

Berkley

Corp.

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

516

30,196

Wells

Fargo

Co.

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

5,897

414,205

Willis

Towers

Watson

PLC

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

178

55,757

12,147,469

Health

Care

(10.1%):

Abbott

Laboratories

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

3,056

345,664

AbbVie,

Inc.

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

3,132

556,556

Agilent

Technologies,

Inc.

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

507

68,110

Align

Technology,

Inc.

(a)

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

124

25,855

Alnylam

Pharmaceuticals,

Inc.

(a)

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

227

53,415

Amgen,

Inc.

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

951

247,869

Avantor,

Inc.

(a)

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

1,177

24,799

Baxter

International,

Inc.

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

898

26,186

Becton

Dickinson

Co.

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

512

116,158

Biogen,

Inc.

(a)

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

257

39,301

Boston

Scientific

Corp.

(a)

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

2,603

232,500

Bristol-Myers

Squibb

Co.

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

3,595

203,333

Cardinal

Health,

Inc.

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

428

50,620

Cencora,

Inc.

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

306

68,752

Centene

Corp.

(a)

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

886

53,674

CVS

Health

Corp.

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

2,227

99,970

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Danaher

Corp.

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

1,229

282,117

Dexcom,

Inc.

(a)

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

684

53,195

Edwards

Lifesciences

Corp.

(a)

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

1,028

76,103

Elevance

Health,

Inc.

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

411

151,618

Eli

Lilly

Co.

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

1,509

1,164,948

HealthCare

Technologies,

Inc.

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

785

61,371

Gilead

Sciences,

Inc.

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

2,208

203,953

HCA

Healthcare,

Inc.

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

321

96,348

Hologic,

Inc.

(a)

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

397

28,620

Humana,

Inc.

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

213

54,040

IDEXX

Laboratories,

Inc.

(a)

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

144

59,535

Illumina,

Inc.

(a)

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

279

37,283

Incyte

Corp.

(a)

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

336

23,208

Insulet

Corp.

(a)

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

124

32,373

Intuitive

Surgical,

Inc.

(a)

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

628

327,791

IQVIA

Holdings,

Inc.

(a)

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

319

62,687

Johnson

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

4,265

616,804

Labcorp

Holdings,

Inc.

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

148

33,939

McKesson

Corp.

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

225

128,230

Medtronic

PLC

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

2,273

181,567

Merck

Co.,

Inc.

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

4,482

445,869

Mettler-Toledo

International,

Inc.

(a)

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

45,276

Moderna,

Inc.

(a)

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

609

25,322

Molina

Healthcare,

Inc.

(a)

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

100

29,105

Natera,

Inc.

(a)

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

220

34,826

Pfizer,

Inc.

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

10,048

266,574

Quest

Diagnostics,

Inc.

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

197

29,719

Regeneron

Pharmaceuticals,

Inc.

(a)

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

188

133,918

ResMed,

Inc.

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

258

59,002

Revvity,

Inc.

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

215

23,996

STERIS

PLC

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

175

35,973

Stryker

Corp.

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

634

228,272

The

Cigna

Group

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

484

133,652

The

Cooper

Cos.,

Inc.

(a)

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

352

32,359

Thermo

Fisher

Scientific,

Inc.

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

677

352,196

UnitedHealth

Group,

Inc.

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

1,628

823,540

Veeva

Systems,

Inc.

Class

(a)

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

262

55,086

Vertex

Pharmaceuticals,

Inc.

(a)

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

456

183,631

Viatris,

Inc.

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

2,065

25,709

Waters

Corp.

(a)

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

105

38,953

West

Pharmaceutical

Services,

Inc.

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

128

41,928

Zimmer

Biomet

Holdings,

Inc.

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

353

37,287

Zoetis,

Inc.

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

800

130,344

9,101,029

Industrials

(8.3%):

Co.

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

965

124,572

AMETEK,

Inc.

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

409

73,726

Automatic

Data

Processing,

Inc.

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

722

211,351

Axon

Enterprise,

Inc.

(a)

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

128

76,073

Booz

Allen

Hamilton

Holding

Corp.

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

223

28,700

Broadridge

Financial

Solutions,

Inc.

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

206

46,575

Builders

FirstSource,

Inc.

(a)

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

200

28,586

Carlisle

Cos.,

Inc.

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

29,507

Carrier

Global

Corp.

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

1,485

101,366

Caterpillar,

Inc.

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

855

310,160

Cintas

Corp.

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

607

110,899

Copart,

Inc.

(a)

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

1,561

89,586

CSX

Corp.

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

3,414

110,170

Cummins,

Inc.

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

239

83,315

Deere

Co.

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

449

190,241

Delta

Air

Lines,

Inc.

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

1,141

69,030

Dover

Corp.

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

242

45,399

Eaton

Corp.

PLC

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

700

232,309

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

EMCOR

Group,

Inc.

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

36,312

Emerson

Electric

Co.

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

1,008

124,921

Equifax,

Inc.

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

219

55,812

Expeditors

International

Washington,

Inc.

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

246

27,249

Fastenal

Co.

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

1,014

72,917

FedEx

Corp.

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

397

111,688

Ferguson

Enterprises,

Inc.

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

350

60,750

Fortive

Corp.

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

613

45,975

Vernova,

Inc.

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

489

160,847

General

Dynamics

Corp.

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

485

127,793

General

Electric

Co.

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

1,914

319,236

Graco,

Inc.

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

297

25,034

HEICO

Corp.

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

17,830

HEICO

Corp.

Class

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

135

25,121

Honeywell

International,

Inc.

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

1,152

260,225

Howmet

Aerospace,

Inc.

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

713

77,981

Hubbell,

Inc.

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

39,795

IDEX

Corp.

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

134

28,045

Illinois

Tool

Works,

Inc.

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

522

132,358

Ingersoll

Rand,

Inc.

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

713

64,498

J.B.

Hunt

Transport

Services,

Inc.

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

142

24,234

Jacobs

Solutions,

Inc.

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

218

29,129

Johnson

Controls

International

PLC

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

1,170

92,348

L3Harris

Technologies,

Inc.

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

335

70,444

Leidos

Holdings,

Inc.

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

234

33,710

Lennox

International,

Inc.

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

34,730

Lockheed

Martin

Corp.

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

420

204,095

Nordson

Corp.

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

20,087

Norfolk

Southern

Corp.

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

401

94,115

Northrop

Grumman

Corp.

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

258

121,077

Old

Dominion

Freight

Line,

Inc.

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

327

57,683

Otis

Worldwide

Corp.

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

708

65,568

PACCAR,

Inc.

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

913

94,970

Parker-Hannifin

Corp.

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

227

144,379

Paychex,

Inc.

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

571

80,066

Pentair

PLC

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

291

29,286

Quanta

Services,

Inc.

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

258

81,541

Republic

Services,

Inc.

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

360

72,425

Rockwell

Automation,

Inc.

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

200

57,158

Rollins,

Inc.

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

514

23,824

RTX

Corp.

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

2,359

272,983

Snap-on,

Inc.

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

30,893

Southwest

Airlines

Co.

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

1,052

35,368

SS&C

Technologies

Holdings,

Inc.

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

377

28,569

Stanley

Black

Decker,

Inc.

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

272

21,839

Textron,

Inc.

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

327

25,012

The

Boeing

Co.

(a)

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

1,323

234,171

Trane

Technologies

PLC

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

398

147,001

TransDigm

Group,

Inc.

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

122,926

TransUnion

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

344

31,892

Uber

Technologies,

Inc.

(a)

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

3,582

216,066

Union

Pacific

Corp.

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

1,073

244,687

United

Airlines

Holdings,

Inc.

(a)

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

580

56,318

United

Parcel

Service,

Inc.

Class

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

1,297

163,552

United

Rentals,

Inc.

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

116

81,715

Veralto

Corp.

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

421

42,879

Verisk

Analytics,

Inc.

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

250

68,858

Vertiv

Holdings

Co.

Class

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

653

74,187

W.W.

Grainger,

Inc.

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

85,378

Waste

Management,

Inc.

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

710

143,271

Watsco,

Inc.

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

28,907

Westinghouse

Air

Brake

Technologies

Corp.

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

302

57,256

XPO,

Inc.

(a)

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

202

26,492

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Xylem,

Inc.

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

428

49,657

7,496,698

Services

(1.3%):

Accenture

PLC

Class

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

1,105

388,728

Akamai

Technologies,

Inc.

(a)

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

261

24,965

Cloudflare,

Inc.

Class

(a)

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

533

57,393

Cognizant

Technology

Solutions

Corp.

Class

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

878

67,518

Gartner,

Inc.

(a)

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

133

64,435

GoDaddy,

Inc.

Class

(a)

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

247

48,750

International

Business

Machines

Corp.

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

1,638

360,082

MongoDB,

Inc.

(a)

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

127

29,567

Snowflake,

Inc.

Class

(a)

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

541

83,536

VeriSign,

Inc.

(a)

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

169

34,976

1,159,950

Materials

(1.8%):

Air

Products

and

Chemicals,

Inc.

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

391

113,406

Amcor

PLC

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

2,554

24,033

Avery

Dennison

Corp.

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

140

26,198

Ball

Corp.

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

527

29,054

Industries

Holdings,

Inc.

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

306

26,108

Corteva,

Inc.

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

1,217

69,320

Dow,

Inc.

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

1,239

49,721

DuPont

Nemours,

Inc.

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

740

56,425

Ecolab,

Inc.

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

450

105,444

Freeport-McMoRan,

Inc.

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

2,534

96,495

International

Flavors

Fragrances,

Inc.

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

402

33,989

International

Paper

Co.

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

607

32,669

Linde

PLC

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

830

347,496

LyondellBasell

Industries

Class

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

459

34,090

Martin

Marietta

Materials,

Inc.

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

107

55,265

Newmont

Corp.

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

2,017

75,073

Nucor

Corp.

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

414

48,318

Packaging

Corp.

America

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

156

35,120

PPG

Industries,

Inc.

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

410

48,974

Reliance,

Inc.

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

25,580

RPM

International,

Inc.

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

225

27,689

Smurfit

WestRock

PLC

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

900

48,474

Steel

Dynamics,

Inc.

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

253

28,860

The

Sherwin-Williams

Co.

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

410

139,371

Vulcan

Materials

Co.

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

232

59,677

Westlake

Corp.

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

6,764

1,643,613

Real

Estate

(2.0%):

Alexandria

Real

Estate

Equities,

Inc.

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

306

29,850

American

Tower

Corp.

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

826

151,497

AvalonBay

Communities,

Inc.

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

251

55,212

CBRE

Group,

Inc.

Class

(a)

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

539

70,765

CoStar

Group,

Inc.

(a)

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

718

51,402

Crown

Castle,

Inc.

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

768

69,704

Digital

Realty

Trust,

Inc.

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

588

104,270

Equinix,

Inc.

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

170

160,291

Equity

Residential

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

667

47,864

Essex

Property

Trust,

Inc.

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

113

32,255

Extra

Space

Storage,

Inc.

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

371

55,502

Gaming

and

Leisure

Properties,

Inc.

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

466

22,443

Invitation

Homes,

Inc.

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

1,082

34,592

Iron

Mountain,

Inc.

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

517

54,342

Mid-America

Apartment

Communities,

Inc.

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

206

31,841

Prologis,

Inc.

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

1,636

172,925

Public

Storage

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

279

83,544

Realty

Income

Corp.

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

1,551

82,839

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

SBA

Communications

Corp.

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

188

38,314

Simon

Property

Group,

Inc.

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

574

98,848

Sun

Communities,

Inc.

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

223

27,422

UDR,

Inc.

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

582

25,265

Ventas,

Inc.

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

759

44,697

VICI

Properties,

Inc.

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

1,865

54,477

Welltower,

Inc.

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

1,104

139,137

Weyerhaeuser

Co.

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

1,284

36,145

Zillow

Group,

Inc.

Class

(a)

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

6,518

Zillow

Group,

Inc.

Class

(a)

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

270

19,993

1,801,954

Semiconductors

Semiconductor

Equipment

(11.0%):

Advanced

Micro

Devices,

Inc.

(a)

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

2,861

345,580

Analog

Devices,

Inc.

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

874

185,690

Applied

Materials,

Inc.

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

1,454

236,464

Broadcom,

Inc.

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

8,116

1,881,613

Entegris,

Inc.

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

267

26,449

First

Solar,

Inc.

(a)

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

180

31,723

Intel

Corp.

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

7,643

153,242

KLA

Corp.

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

235

148,078

Lam

Research

Corp.

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

2,265

163,601

Marvell

Technology,

Inc.

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

1,522

168,105

Microchip

Technology,

Inc.

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

932

53,450

Micron

Technology,

Inc.

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

1,968

165,627

Monolithic

Power

Systems,

Inc.

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

49,111

NVIDIA

Corp.

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

41,702

5,600,162

Semiconductor

Corp.

(a)

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

750

47,287

QUALCOMM,

Inc.

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

1,969

302,478

Skyworks

Solutions,

Inc.

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

282

25,008

Teradyne,

Inc.

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

281

35,384

Texas

Instruments,

Inc.

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

1,615

302,829

9,921,881

Software

(10.7%):

Adobe,

Inc.

(a)

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

778

345,961

ANSYS,

Inc.

(a)

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

154

51,949

AppLovin

Corp.

Class

(a)

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

368

119,169

Atlassian

Corp.

Class

(a)

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

274

66,686

Autodesk,

Inc.

(a)

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

380

112,317

Bentley

Systems,

Inc.

Class

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

242

11,301

Cadence

Design

Systems,

Inc.

(a)

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

482

144,822

Corpay,

Inc.

(a)

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

119

40,272

Crowdstrike

Holdings,

Inc.

Class

(a)

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

407

139,259

Datadog,

Inc.

Class

(a)

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

534

76,303

Dynatrace,

Inc.

(a)

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

523

28,425

Fair

Isaac

Corp.

(a)

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

83,619

Fortinet,

Inc.

(a)

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

1,122

106,007

Gen

Digital,

Inc.

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

990

27,106

HubSpot,

Inc.

(a)

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

61,316

Intuit,

Inc.

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

484

304,194

Microsoft

Corp.

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

12,991

5,475,706

MicroStrategy,

Inc.

(a)

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

351

101,657

Oracle

Corp.

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

2,898

482,923

Palantir

Technologies,

Inc.

Class

(a)

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

3,646

275,747

Palo

Alto

Networks,

Inc.

(a)

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

1,151

209,436

PTC,

Inc.

(a)

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

211

38,797

Roper

Technologies,

Inc.

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

189

98,252

Salesforce,

Inc.

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

1,653

552,647

ServiceNow,

Inc.

(a)

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

364

385,884

Synopsys,

Inc.

(a)

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

270

131,047

Tyler

Technologies,

Inc.

(a)

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

43,248

Workday,

Inc.

Class

(a)

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

374

96,503

Zoom

Communications,

Inc.

(a)

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

464

37,867

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Zscaler,

Inc.

(a)

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

168

30,309

9,678,729

Technology

Hardware,

Storage

Peripherals

(7.8%):

Apple,

Inc.

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

26,787

6,708,001

Dell

Technologies,

Inc.

Class

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

587

67,646

Hewlett

Packard

Enterprise

Co.

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

2,292

48,934

HP,

Inc.

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

1,705

55,634

NetApp,

Inc.

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

359

41,673

Pure

Storage,

Inc.

Class

(a)

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

550

33,786

Seagate

Technology

Holdings

PLC

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

373

32,194

Super

Micro

Computer,

Inc.

(a)

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

889

27,097

Western

Digital

Corp.

(a)

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

610

36,374

7,051,339

Utilities

(2.2%):

Alliant

Energy

Corp.

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

454

26,850

Ameren

Corp.

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

472

42,074

American

Electric

Power

Co.,

Inc.

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

942

86,881

American

Water

Works

Co.,

Inc.

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

345

42,949

Atmos

Energy

Corp.

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

274

38,160

CenterPoint

Energy,

Inc.

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

1,151

36,521

CMS

Energy

Corp.

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

526

35,058

Consolidated

Edison,

Inc.

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

626

55,858

Constellation

Energy

Corp.

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

551

123,264

Dominion

Energy,

Inc.

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

1,488

80,144

DTE

Energy

Co.

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

366

44,195

Duke

Energy

Corp.

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

1,368

147,388

Edison

International

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

686

54,770

Entergy

Corp.

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

759

57,547

Evergy,

Inc.

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

402

24,743

Eversource

Energy

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

648

37,215

Exelon

Corp.

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

1,781

67,037

FirstEnergy

Corp.

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

1,021

40,615

NextEra

Energy,

Inc.

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

3,644

261,238

NiSource,

Inc.

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

823

30,253

NRG

Energy,

Inc.

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

352

31,757

PG&E

Corp.

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

3,852

77,733

PPL

Corp.

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

1,308

42,458

Public

Service

Enterprise

Group,

Inc.

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

883

74,605

Sempra

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

1,123

98,510

The

Southern

Co.

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

1,940

159,701

Vistra

Corp.

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

594

81,895

WEC

Energy

Group,

Inc.

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

560

52,662

Xcel

Energy,

Inc.

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

1,015

68,533

2,020,614

Total

Common

Stocks

(Cost

$18,893,228)

89,745,655

Total

Investments

(Cost

$18,893,228)

—

99.4%

89,745,655

Other

assets

excess

liabilities

—

0.6%

526,206

NET

ASSETS

100.00%

90,271,861

(a)

Non-income

producing

security.

PLC

—

Public

Limited

Company

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Futures

Contracts

Purchased

Number

Contracts

Expiration

Date

Notional

Amount

Value

Unrealized

Appreciation

(Depreciation)

E-Mini

S&P

500

Futures

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

3/21/25

306,425

296,788

(

9,637

)

Total

unrealized

appreciation

—

Total

unrealized

depreciation

(

9,637

)

Total

net

unrealized

appreciation

(depreciation)

(

9,637

)

Statement

Assets

and

Liabilities

December

31,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Assets:

Investments,

value

(Cost

$18,893,228)

89,745,655‌

Cash

199,728‌

Deposit

with

broker

for

futures

contracts

236,270‌

Receivables:

Dividends,

interest,

and

securities

lending

income

54,125‌

Capital

issued

111,268‌

From

Adviser

18,260‌

Variation

margin

open

futures

contracts

1,150‌

Prepaid

expenses

181‌

Total

Assets

90,366,637‌

Liabilities:

Payables:

Capital

redeemed

34,108‌

Variation

margin

open

futures

contracts

3,154‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

19,625‌

Administration

fees

4,399‌

Custodian

fees

824‌

Sub-Transfer

agent

fees

902‌

Compliance

fees

65‌

Trustees'

fees

30‌

Other

accrued

expenses

31,669‌

Total

Liabilities

94,776‌

Commitments

and

contingencies

(Note

)

Net

Assets:

Capital

2,706,459‌

Total

accumulated

earnings

(loss)

87,565,402‌

Net

Assets

90,271,861‌

(unlimited

authorized

with

par

value

$0.001

per

share):

5,050,641‌

Net

asset

value:

.87‌

Statement

Operations

For

the

Year

Ended

December

31,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Investment

Income:

Dividends

1,240,889

Interest

31,761

Securities

lending

(net

fees)

Foreign

tax

withholding

(

)

Total

Income

1,272,637

Expenses:

Investment

advisory

fees

233,899

Administration

fees

50,637

Sub-Administration

fees

19,500

Custodian

fees

8,686

Transfer

agent

fees

243

Sub-Transfer

agent

fees

3,777

Trustees'

fees

7,143

Compliance

fees

822

Legal

and

audit

fees

16,707

Licensing

fees

27,560

Other

expenses

14,683

Total

Expenses

383,657

Expenses

waived/reimbursed

Adviser

(

121,708

)

Net

Expenses

261,949

Net

Investment

Income

(Loss)

1,010,688

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

17,407,908

Net

realized

gains

(losses)

from

futures

contracts

178,871

Net

change

unrealized

appreciation/depreciation

investment

securities

2,380,694

Net

change

unrealized

appreciation/depreciation

futures

contracts

(

18,472

)

Net

realized/unrealized

gains

(losses)

investments

19,949,001

Change

net

assets

resulting

from

operations

20,959,689

Victory

Variable

Insurance

Funds

Statements

Changes

Net

Assets

See

notes

financial

statements.

Victory

500

Index

VIP

Series

Year

Ended

December

31,

2024

Year

Ended

December

31,

2023

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

1,010,688

1,181,105

Net

realized

gains

(losses)

17,586,779

7,786,272

Net

change

unrealized

appreciation/depreciation

2,362,222

12,171,453

Change

net

assets

resulting

from

operations

20,959,689

21,138,830

Change

net

assets

resulting

from

distributions

shareholders

(

8,673,912

)

(

8,306,766

)

Change

net

assets

resulting

from

capital

transactions

(

14,447,800

)

(

4,015,176

)

Change

net

assets

(

2,162,023

)

8,816,888

Net

Assets:

Beginning

period

92,433,884

83,616,996

End

period

90,271,861

92,433,884

Capital

Transactions:

Proceeds

from

issued

5,104,268

3,208,458

Distributions

reinvested

8,673,912

8,306,766

Cost

redeemed

(

28,225,980

)

(

15,530,400

)

Change

net

assets

resulting

from

capital

transactions

(

14,447,800

)

(

4,015,176

)

Transactions:

Issued

289,886

210,388

Reinvested

467,889

528,373

Redeemed

(

1,576,180

)

(

1,010,893

)

Change

(

818,405

)

(

272,132

)

Victory

Variable

Insurance

Funds

Financial

Highlights

For

Outstanding

Throughout

Each

Period

See

notes

financial

statements.

Victory

500

Index

VIP

Series

Year

Ended

December

31,

2024

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Net

Asset

Value,

Beginning

Period

$15.75

$13.62

$19.79

$17.71

$19.35

Investment

Activities:

Net

investment

income

(loss)(a)

0.19

0.20

0.21

0.28

Net

realized

and

unrealized

gains

(losses)

3.79

3.45

(3.95)

4.59

3.53

Total

from

Investment

Activities

3.98

3.65

(3.74)

4.80

3.81

Distributions

Shareholders

from:

Net

investment

income

(0.24)

(0.20)

(0.19)

(0.23)

(0.32)

Net

realized

gains

(1.62)

(1.32)

(2.24)

(2.49)

(5.13)

Total

Distributions

(1.86)

(1.52)

(2.43)

(2.72)

(5.45)

Net

Asset

Value,

End

Period

$17.87

$15.75

$13.62

$19.79

$17.71

Total

Return(b)(c)

24.96%

26.94%

(19.36)%

27.43%

20.13%

Ratios

Average

Net

Assets:

Net

Expenses(d)

0.28%

Net

Investment

Income

(Loss)

1.08%

1.33%

1.26%

1.04%

1.46%

Gross

Expenses(d)

0.41%

0.48%

0.58%

Supplemental

Data:

Net

Assets

end

period

(000's)

$90,272

$92,434

$83,617

$116,044

$103,571

Portfolio

Turnover

13%

(a)

Per

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

method.

(b)

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.

(c)

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.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

any.

Notes

Financial

Statements

December

31,

2024

Victory

Variable

Insurance

Funds

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

December

31,

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

December

31,

2024

Victory

Variable

Insurance

Funds

of December

31,

2024,

there

were

significant

transfers

into/out

Level

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 year ended

December

31,

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,

December

31,

2024:

The

following

table

presents the

effect

derivative

instruments

the

Statement

Operations,

categorized

risk

exposure,

for

the year

ended

December

31,

2024:

Level

Total

Victory

500

Index

VIP

Series

Common

Stocks

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

89,745,655

—

89,745,655

Total

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

89,745,655

—

89,745,655

Other

Financial

Investments:*

Liabilities:

Futures

Contracts

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

(9,637)

—

(9,637)

Total

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

(9,637)

—

(9,637)

Futures

Contracts

are

presented

the

unrealized

appreciation

(depreciation)

the

investment.

Liabilities

Variation

Margin

Payable

Open

Futures

Contracts*

Equity

Risk

Exposure:

(9,637)

Victory

500

Index

VIP

Series

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

9,637

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

December

31,

2024

Victory

Variable

Insurance

Funds

All

open

derivative

positions

year end

are

reflected

the

Fund’s

Schedule

Portfolio

Investments.

The

underlying

face

value

open

derivative

positions

relative

to the

Fund’s

net

assets

at year

end

representative

the

notional

amount

open

positions

net

assets

throughout

the

year.

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

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.

December

31,

2024,

the

Fund

did

not

have

any

securities

loan.

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

year

ended

December

31,

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.

Net

Realized

Gains

(Losses)

from

Futures

Contracts

Net

Change

Unrealized

Appreciation/

Depreciation

Futures

Contracts

Equity

Risk

Exposure:

178871.00

(18472.00)

Victory

500

Index

VIP

Series

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

178,871

(18,472)

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

year

ended

December

31,

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 year

ended

December

31,

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

year

ended

December

31,

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 year

ended

December

31,

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,

and

Victory

Portfolios

II,

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

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 year

ended

December

31,

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

year ended

December

31,

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.

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

500

Index

VIP

Series

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

2,933,238

25,138,076

Net

Assets

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

Other

Fees:

Citibank

serves

the

Fund’s

custodian.

The

Fund

pays

Citibank

fee

for

providing

these

services.

Amounts

incurred

for

the year

ended

December

31,

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.

December

31,

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

December

31,

2024.

of December

31,

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 year

ended

December

31,

2024.

Certain

officers

and/or

interested

trustees

the

Fund

are

also

officers

and/or

employees

the

Adviser,

administrator,

fund

accountant,

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.

Sector Focus

Risk

—

While

the

Fund

reserves

the

right

dynamically

allocate

its

assets

across

economic

sectors,

listed

below

are

some

the

risks

associated

with

the

sectors

which

the

Fund

may

make

significant

investments.

Market

economic

factors

impacting

those

sectors

could

have

significant

effect

the

value

the

Fund's

investments

and

could

make

the

Fund's

performance

volatile.

Information

Technology

Sector Risk

— Companies

the

information

technology

sector

face

intense

competition,

both

domestically

and

internationally.

These

companies

may

smaller

newer

and

may

have

limited

product

lines,

markets,

financial

resources,

personnel.

The

products

companies

the

information

technology

sector

may

face

product

obsolescence

due

rapid

technological

developments

and

frequent

new

product

introduction,

unpredictable

changes

growth

rates,

and

competition

for

the

services

qualified

personnel.

These

com-

panies

may

developing

marketing

new

products

services

for

which

markets

are

not

yet

established

and

may

never

become

established.

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

effect

until

April

30,

2025

Victory

500

Index

VIP

Series

0.28%

Expires

2025

Expires

2026

Expires

2027

Total

Victory

500

Index

VIP

Series

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

124,202

119,712

121,708

365,622

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

funds

the

Trust,

Victory

Variable

Insurance

Funds,

Victory

Portfolios,

and

Victory

Portfolios

III

(collectively,

the

"Victory

Funds

Complex"),

aggregate,

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 year

ended

December

31,

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

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

year

ended

December

31,

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

year

ended

December

31,

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.

December

31,

2024,

the

Statement

Assets

and

Liabilities,

there

were

permanent

book-to-tax

difference

reclassification

adjustments.

The

tax

character

distributions

paid

during

the

tax

years

ended,

noted

below,

were

follows

(total

distributions

paid

may

differ

from

the

Statements

Changes

Net

Assets

because,

for

tax

purposes,

dividends

are

recognized

when

actually

paid):

December

31,

2024,

the

components

accumulated

earnings

(loss)

tax

basis

were

follows:

Year

Ended

December

31,

2024

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

Victory

500

Index

VIP

Series

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

1,180,535

7,493,377

8,673,912

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

Victory

500

Index

VIP

Series

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

1,185,060

7,121,706

8,306,766

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

attributable

primarily

tax

deferral

losses

wash

sales

and

derivatives.

of December

31,

2024,

the

Fund

had

capital

loss

carryforward

for

federal

income

tax

purposes.

of December

31,

2024,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

follows:

New

Accounting

Pronouncement:

this

reporting

period,

the

Fund

adopted

FASB

Accounting

Standards

Update

2023-07,

Segment

Reporting

(Topic

280):

Improvements

Reportable

Segment

Disclosures.

Adoption

the

new

standard

impacted

financial

statement

disclosures

only

and

did

not

affect

the

Fund’s

financial

position

the

results

its

operations.

The

management

committee

the

Adviser

acts

the

Fund’s

Chief

Operating

Decision

Maker

(“CODM”).

The

Fund

represents

single

operating

segment,

the

CODM

monitors

the

operating

results

the

Fund

whole

and

the

Fund’s

long-term

strategic

asset

allocation

pre-determined

accordance

with

the

terms

its

prospectus,

based

defined

investment

strategy.

The

financial

information

the

form

the

Fund’s

portfolio

composition,

total

returns,

expense

ratios,

and

changes

net

assets,

which

are

used

the

CODM

assess

the

segment’s

performance

versus

the

Fund’s

comparative

benchmarks

and

make

resource

allocation

decisions

for

the

Fund’s

single

segment,

consistent

with

that

presented

within

the

Fund’s

financial

statements.

Segment

assets

are

reflected

the

accompanying

Statement

Assets

and

Liabilities

“total

assets”

and

significant

segment

expenses

are

listed

the

accompanying

Statement

Operations.

Undistributed

Ordinary

Income

Undistributed

Long-Term

Capital

Gains

Accumulated

Earnings

(Loss)

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Victory

500

Index

VIP

Series

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

1,126,196

16,935,486

18,061,682

69,503,720

87,565,402

Cost

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Victory

500

Index

VIP

Series

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

20,241,935

70,859,563

(1,355,843)

69,503,720

Report

Independent

Registered

Public

Accounting

Firm

the

Shareholders

and

Board

Trustees

Victory

Variable

Insurance

Funds

Opinion

the

Financial

Statements

have

audited

the

accompanying

statement

assets

and

liabilities,

including

the

schedule

portfolio

investments,

Victory

500

Index

VIP

Series

(the

“Fund”),

series

Victory

Variable

Insurance

Funds,

December

31,

2024,

the

statement

operations

for

the

year

then

ended,

the

statements

changes

net

assets

for

each

the

two

years

the

period

then

ended,

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

and

the

notes

(collectively

referred

the

“financial

statements”).

our

opinion,

the

financial

statements

present

fairly,

all

material

respects,

the

financial

position

the

Fund

December

31,

2024,

the

results

its

operations

for

the

year

then

ended,

the

changes

net

assets

for

each

the

two

years

the

period

then

ended,

and

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

conformity

with

accounting

principles

generally

accepted

the

United

States

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

the

Fund’s

management.

Our

responsibility

express

opinion

the

Fund’s

financial

statements

based

our

audits.

are

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

independent

with

respect

the

Fund

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

the

Securities

and

Exchange

Commission

and

the

PCAOB.

conducted

our

audits

accordance

with

the

standards

the

PCAOB.

Those

standards

require

that

plan

and

perform

the

audit

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

material

misstatement

whether

due

error

fraud.

Our

audits

included

performing

procedures

assess

the

risks

material

misstatement

the

financial

statements,

whether

due

error

fraud,

and

performing

procedures

that

respond

those

risks.

Such

procedures

included

examining,

test

basis,

evidence

regarding

the

amounts

and

disclosures

the

financial

statements.

Our

procedures

included

confirmation

securities

owned

December

31,

2024,

correspondence

with

the

custodians

and

broker.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

management,

well

evaluating

the

overall

presentation

the

financial

statements.

believe

that

our

audits

provide

reasonable

basis

for

our

opinion.

have

served

the

auditor

one

the

investment

companies

advised

Victory

Capital

Management,

Inc.

since

2015.

COHEN

COMPANY,

LTD.

Cleveland,

Ohio

February

13,

2025

Supplemental

Information

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Additional

Federal

Income

Tax

Information

For

the

fiscal

year

ended

December

31,

2024,

the

Fund

hereby

designates

the

maximum

amount

allowable

its

net

taxable

income

qualified

dividends

taxed

individual

net

capital

gain

rates.

Shareholders

will

notified

via

IRS

Form

1099

the

amounts

for

use

preparing

their

income

tax

return.

Dividends

qualified

for

corporate

dividends

received

deductions

100%.

For

the

year

ended

December

31,

2024,

the

Fund

designated

long-term

capital

gain

distributions

the

amount

$7,493,377.

Victory

Variable

Insurance

Funds

(Unaudited)

Supplemental

Information

—

continued

December

31,

2024

Considerations

the

Board

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

behalf

the

Fund

meeting,

which

was

called

for

that

purpose,

December

2024.

The

Board

also

considered

information

relating

the

Fund

and

the

Agreement

provided

throughout

the

year

and,

specifically,

the

meetings

October

21,

2024

and

December

2024.

considering

whether

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Fund

assist

evaluating

the

terms

the

Agreement.

response

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

the

continuation

the

Agreement.

The

Board,

including

the

Independent

Trustees,

evaluated

this

information

along

with

other

information

obtained

throughout

the

year

and

was

advised

legal

counsel

the

Fund

and

independent

legal

counsel

the

Independent

Trustees.

The

Board

considered

the

Fund’s

advisory

fee,

expense

ratio

and

investment

performance

significant

factors

determining

whether

the

Agreement

should

continued.

considering

whether

the

compensation

paid

the

Adviser

was

fair

and

reasonable,

the

Board

also

evaluated,

among

other

things,

the

following

factors:

The

requirements

the

Fund

for

the

services

provided

the

Adviser;

The

nature,

quality

and

extent

the

services

provided

and

expected

provided;

The

performance

the

Fund

compared

comparable

funds;

The

fees

payable

for

the

services

and

whether

the

fee

arrangements

provided

for

economies

scale

that

would

benefit

Fund

shareholders

the

Fund

grows

(acknowledging

that

economies

scale

can

complex

assess

and

typically

are

not

directly

measurable)

and

whether

breakpoints

would

appropriate;

Whether

the

fee

would

sufficient

enable

the

Adviser

attract

and

retain

experienced

personnel

and

continue

provide

quality

services

the

Fund;

The

fees

paid

other

clients

the

Adviser

whose

accounts

are

managed

similar

investment

style

and

any

differences

the

services

provided

the

other

clients

compared

those

provided

the

Fund;

The

total

expenses

the

Fund;

Management’s

commitment

operating

the

Fund

competitive

expense

levels;

The

profitability

the

Adviser

(as

reflected

comparing

fees

earned

against

estimate

the

Adviser’s

costs)

with

respect

the

Adviser’s

relationship

with

the

Fund;

Research

and

other

service

benefits

received

the

Adviser

obtained

through

payment

client

commissions

for

securities

transactions;

Other

benefits

received

the

Adviser,

and

its

affiliates,

including

revenues

paid

the

Adviser,

its

affiliates,

the

Fund

for

administration

and

fund

accounting

services,

and

distribution;

The

capabilities

and

financial

condition

the

Adviser;

Current

economic

and

industry

trends;

and

The

historical

relationship

between

the

Fund

and

the

Adviser.

The

Board

reviewed

the

Fund’s

gross

management

fee,

comprised

the

advisory

fee

plus

the

administrative

services

fee

paid

the

Adviser,

the

context

the

Adviser’s

business

and

services

with

respect

the

Fund

individually

and

with

respect

all

the

funds

whole.

The

Board

retained

independent,

third-party

consultant

provide

comparative

information

about

fees,

expenses

and

performance,

and

design

and

maintain

database

relevant

information

designed

assist

the

Board

retrieving

and

analyzing

comparative

information.

The

Board

met

with

the

consultant

review

its

inputs

and

methodologies,

among

other

things.

The

Board

compared

the

Fund’s

gross

management

fee

and

total

operating

expense

ratio

net

and

gross

basis

with

the

median

gross

management

fee

and

median

expense

ratio

universe

comparable

mutual

funds

compiled

the

consultant,

and

peer

group

funds

selected

that

consultant

from

the

universe.

The

Board

reviewed

the

factors

and

methodology

used

the

consultant

the

selection

the

Fund’s

peer

group,

including

the

consultant’s

selection

broad

universe

funds,

the

specific

universe

comparable

funds,

and

peer

groups

funds

with

comparable

investment

strategies

and

asset

levels,

among

other

factors.

The

Board

also

reviewed

any

changes

the

consultant’s

methodology

compared

the

prior

year,

including

those

resulting

from

the

Adviser’s

input,

any.

The

Board

also

reviewed

fees

and

other

information

the

Adviser’s

management

similarly

managed

institutional

private

accounts,

and

the

differences

the

services

provided

the

other

accounts.

The

Board

noted

that

the

advisory

fee

arrangement

for

the

Fund

does

not

include

breakpoints,

which

would

structure

that

results

reduced

fees

fund

grows.

The

Board

also

considered

the

Adviser’s

commitment

limit

expenses

discussed

detail

below.

prior

years,

evaluating

the

Adviser’s

performance,

the

Board

also

considered

how

the

Adviser

addressed

challenges

changing

market

conditions

and

legal

and

regulatory

developments

affecting

the

Fund.

help

evaluate

the

fees

and

expenses

the

Fund

relation

funds

peer

group

selected

independent

third-party

consultant,

the

Board

requested,

and

the

Adviser

provided,

supplemental

information

about

fee

levels

and

the

nature

the

services

provided

described

greater

detail

below.

The

Board

considered

factors

that

contributed

the

Fund’s

management

fee

the

Fund’s

total

expenses,

including,

among

other

things,

whether

the

Fund

requires

specific

specialized

portfolio

management,

administration

oversight

needs;

the

size

the

Fund’s

assets

relation

its

peers;

whether

the

Fund

has

experienced

sustained

redemptions

leading

decreased

assets;

and

the

factors

that

resulted

in,

for

example,

rapid

recent

changes

expenses.

The

Board

also

considered

the

extent

which

the

Adviser

waives

management

fees

and/

reimburses

any

expenses.

Supplemental

Information

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

Board

also

reviewed

the

compliance

and

administrative

services

provided

the

Fund

the

Adviser

and

its

affiliates,

including

the

Adviser’s

oversight

the

Fund’s

day-to-day

operations

and

oversight

Fund

accounting,

assistance

meeting

legal

and

regulatory

requirements,

and

other

services

necessary

for

the

operation

the

Fund

and

the

Trust.

The

Board

reviewed

the

Fund’s

performance

over

one-,

three-,

five-

and

ten-year

periods

(as

applicable)

against

the

performance

the

Fund’s

selected

peer

group

and

benchmark

index.

The

Board

recognized

that

the

performance

the

Fund

and

the

peer

group

funds

are

net

expenses,

while

the

performance

the

benchmark

index

reflects

gross

returns.

When

the

Fund

underperformed

the

funds

its

selected

peer

group

and/or

benchmark

index

for

any

the

periods

reported,

the

Board

considered

the

magnitude

and

duration

that

underperformance

relative

the

selected

peer

group

and/or

benchmark

index

(e.g.,

the

amount

which

the

Fund

underperformed,

including,

for

example,

whether

the

Fund

slightly

underperformed

significantly

underperformed

its

benchmark

both

absolute

and

relative

terms).

the

Fund

underperformed

the

selected

peer

group

and/or

benchmark

index

for

multiple

periods

time,

the

Board

further

inquired

into

the

circumstances

its

underperformance,

including

with

respect

significant

differences

investment

strategy

securities

exposure

the

Fund

compared

its

benchmark

index

and

selected

peer

group.

these

cases,

the

Board

discussed

with

the

Adviser

the

Fund’s

performance,

potential

reasons

for

the

relative

performance,

and,

necessary,

steps

that

the

Adviser

had

taken,

intends

take,

improve

performance,

including,

appropriate,

matters

relating

staffing

levels,

and

portfolio

trading

strategies,

among

other

things.

When

the

Fund’s

gross

management

fee,

net

management

fee

(gross

management

fees

less

any

fees

waived

expenses

reimbursed

the

Adviser)

total

net

expenses

ranked

the

fourth

quartile

(most

expensive),

the

Board

considered

the

magnitude

differences

relative

the

selected

peer

group

(e.g.,

the

amount

which

the

Fund’s

expenses

differed,

including,

for

example,

whether

the

Fund’s

fees

and

expenses

were

slightly

significantly

higher

compared

funds

its

selected

peer

group).

The

Board

also

met

with

the

portfolio

managers

the

Fund

during

the

months

prior

voting

the

contract

renewal

discuss

the

Fund’s

performance,

and

received

report

each

quarter

the

Fund’s

performance,

among

other

things,

from

the

Adviser’s

President

Investment

Franchises

Solutions

and

Head

Product

Strategy.

The

Board

also

considered

the

Adviser’s

responsiveness

with

respect

the

relative

performance.

The

Board

recognized

that

the

performance

data

reflects

period

particular

date

and

that

selecting

different

performance

period

could

produce

significantly

different

results.

The

Board

further

acknowledged

that

long-term

performance

could

affected

even

one

period

significant

outperformance

underperformance.

this

regard,

the

Board

noted

that

performance,

especially

short-term

performance,

only

one

the

factors

that

deems

relevant

its

consideration

the

Agreement.

The

Board

reviewed

various

other

specific

factors

with

respect

the

Fund,

described

below.

their

deliberations,

the

Trustees

did

not

rank

the

importance

any

particular

information

factor

considered

and

each

Trustee

may

have

attributed

different

weights

various

factors.

Performance.

Noting

that

the

Fund’s

investment

objective

match

the

performance

index

maintained

independent

third

party

before

fees

and

expenses,

the

Board

compared

the

Fund’s

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2024,

that

the

median

performance

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

outperformed

the

benchmark

index

for

the

one-year

period,

underperformed

the

benchmark

index

for

the

three-,

five-

and

ten-year

periods,

outperformed

the

peer

group

median

for

the

one-,

five-

and

ten-year

periods,

and

underperformed

the

peer

group

median

for

the

three-year

period.

The

Board

considered

the

Fund’s

tracking

error

factor

evaluating

performance.

Fees

and

Expenses.

The

Board

considered

that,

compared

other

funds

the

Fund’s

peer

group,

the

Fund’s

gross

management

fee

ranked

the

fourth

quartile

(most

expensive),

the

Fund’s

net

management

fee

(gross

management

fees

less

any

fees

waived

expenses

reimbursed

the

Adviser)

ranked

the

second

quartile

and

the

Fund’s

total

net

expenses

ranked

the

second

quartile.

The

Board

also

considered

that

the

Fund

benefited

from

contractual

agreement

with

the

Adviser

pursuant

which

the

Adviser

waives

and/or

reimburses

expenses,

and

that

believed

that

the

waivers

and/or

reimbursements

likely

would

stabilize

the

Fund’s

expenses

during

that

period.

evaluating

the

Agreement,

the

Board

considered,

addition

those

considerations

described

above

and

among

other

things:

(1)

the

Fund’s

management

fee

compared

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

limit

the

expenses

for

period

time

likely

would

stabilize

the

Fund’s

expenses

during

that

period;

and

(4)

any

discussions

the

Board

had

with

the

Adviser

outlined

above.

Taking

these

factors,

among

others,

into

consideration,

the

Board

concluded

that

the

Agreement

continued

the

best

interests

the

Fund’s

shareholders.

Conclusion

Based

its

review

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

determined

that:

(i)

the

Adviser’s

services

benefitted

the

Fund’s

shareholders,

particularly

light

the

nature

the

Fund

and

the

services

required

support

the

Fund;

(ii)

was

generally

satisfied

with

the

nature,

quality

and

extent

the

services

provide

the

Adviser

the

Fund;

and

(iii)

the

Agreement,

behalf

the

Fund

discussed

above,

was

consistent

with

the

best

interests

the

Fund

and

its

shareholders.

Accordingly,

the

Board

unanimously

approved

the

Agreement,

behalf

the

Fund,

for

additional

annual

period

the

basis

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

the

investment

advisory

fee

payable

the

Adviser

under

the

Agreement

light

the

investment

advisory

services

provided,

the

costs

these

services,

the

profitability

the

Adviser’s

relationship

with

the

Fund

and

the

comparability

the

fee

paid

the

fees

paid

other

investment

companies;

The

nature,

quality

and

extent

the

investment

advisory

services

provided

the

Adviser;

Supplemental

Information

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

Adviser’s

entrepreneurial

commitment

the

management

the

Fund

and

the

creation

broad-based

family

funds,

which

entails

substantial

commitment

the

Adviser’s

resources

the

successful

operation

the

Fund;

The

Adviser’s

representations

regarding

its

staffing

and

capabilities

manage

the

Fund,

including

the

retention

personnel

with

relevant

portfolio

management

experience;

The

Adviser’s

efforts

enhance

investment

results

by,

among

other

things,

developing

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

the

Adviser.

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-AR

(12/24)

December

31,

2024

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

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fund

performance

anywhere

they

can

access

the

Internet.

The

site

includes:

Detailed

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records

Daily

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The

latest

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news

Investment

resources

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better

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section

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Whether

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professional,

vcm.com

has

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Visit

anytime.

We’re

always

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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

Report

Independent

Registered

Public

Accounting

Firm

Supplemental

Information

(Unaudited)

Additional

Federal

Income

Tax

Information

Advisory

Contract

Approval

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

December

31,

2024

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

See

notes

financial

statements.

Security

Description

Value

Common

Stocks

(0.0%)(a)

Consumer

Discretionary

(0.0%):(a)

Jo-Ann

Stores

LLC

(b)

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

562

351

Health

Care

(0.0%):

Covis

Parent

SCA,

Class

(b)

(c)

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

147

—

Covis

Parent

SCA,

Class

(b)

(c)

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

147

—

Covis

Parent

SCA,

Class

(b)

(c)

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

147

—

Covis

Parent

SCA,

Class

(b)

(c)

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

147

—

Covis

Parent

SCA,

Class

(b)

(c)

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

147

—

Total

Common

Stocks

(Cost

$1,581)

351

Principal

Amount

Senior

Secured

Loans

(5.6%)

Communication

Services

(0.5%):

AMC

Entertainment

Holdings,

Inc.,

Initial

Exchange

Term

Loans,

First

Lien

.36

(

SOFR01M

700

bps

)

1/4/29

(d)

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

34,912

35,444

Zayo

Group

Holdings,

Inc.,

2022

Incremental

Term

Loans,

First

Lien

3/9/27

(e)

..........

50,000

46,838

82,282

Consumer

Discretionary

(2.1%):

Carnival

Corp.,

2027

Term

Loan,

First

Lien

.32

(

SOFR01M

275

bps

)

8/9/27

(d)

.......

66,793

67,147

Hunter

Douglas,

Inc.,

Tranche

B-1

Term

Loans,

First

Lien

.02

(

SOFR03M

350

bps

)

2/25/29

(d)

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

98,985

98,737

Men's

Wearhouse,

Inc.,

Term

Loans,

First

Lien

.06

(

SOFR03M

650

bps

)

2/21/29

(d)

...

63,491

63,173

Petco

Health

and

Wellness

Co.,

Inc.,

Initial

Term

Loans,

First

Lien

.12

(

SOFR03M

325

bps

)

2/25/28

(d)

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

170,353

165,154

394,211

Financials

(1.1%):

Chariot

Buyer

LLC,

Initial

Term

Loans,

First

Lien

.92

(

SOFR01M

325

bps

)

11/3/28

(d)

194,000

194,924

Kronos

Acquisition

Holdings,

Inc.,

Initial

Term

Loans,

First

Lien

7/8/31

(e)

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

24,938

23,476

218,400

Health

Care

(0.9%):

Covis

Pharma

Holdings

SARL,

Dollar

Term

Loans,

First

Lien

2/18/27

(e)

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

181,456

71,675

Global

Medical

Response,

Inc.,

2024

Extented

Term

Loan,

First

Lien

.86

(

SOFR01M

550

bps

)

10/2/28

(d)

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

484

485

LifeScan

Global

Corporation,

Initial

Term

Loan,

First

Lien

.12

(

SOFR03M

650

bps

)

12/31/26

(d)

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

287,887

93,027

165,187

Industrials

(1.0%):

Cotiviti

Corp.,

Initial

Fixed

Rate

Term

Loans,

First

Lien

4/30/31

(e)

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

75,000

75,422

The

GEO

Group,

Inc.,

Term

Loan,

First

Lien

.59

(

SOFR01M

525

bps

)

4/14/29

(d)

.....

42,919

43,599

TKC

Holdings,

Inc.,

Closing

Date

Initial

Term

Loan,

First

Lien

.36

(

SOFR01M

500

bps

)

5/15/28

(d)

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

74,650

75,443

194,464

Total

Senior

Secured

Loans

(Cost

$1,350,364)

1,054,544

Corporate

Bonds

(61.5%)

Communication

Services

(9.9%):

AMC

Networks,

Inc.

.25

1/15/29

Callable

1/15/26

105.13

(f)

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

125,000

132,757

CCO

Holdings

LLC/CCO

Holdings

Capital

Corp.

.25

1/15/34

Callable

1/15/28

102.13

(f)

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

315,000

255,569

Central

Parent

LLC/CDK

Global

LLC/CDK

Financing

Co.,

Inc.

.00

6/15/29

Callable

6/15/25

104

(f)

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

250,000

253,556

Clear

Channel

Outdoor

Holdings,

Inc.

.88

4/1/30

Callable

10/1/26

103.94

(f)

.......

235,000

241,808

Consolidated

Communications,

Inc.

.50

10/1/28

Callable

1/18/25

103.25

(f)

........

57,500

55,371

CSC

Holdings

LLC

.75

1/31/29

Callable

1/31/26

105.88

(f)

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

100,000

98,577

Cumulus

Media

New

Holdings,

Inc.

.00

7/1/29

Callable

2/7/25

100

(f)

...........

181,000

66,535

Directv

Financing

LLC/Directv

Financing

Co.-Obligor,

Inc.

.88

8/15/27

Callable

2/7/25

102.94

(f)

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

45,000

43,782

Frontier

Communications

Holdings

LLC

.88

10/15/27

Callable

2/7/25

101.47

(f)

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

230,000

229,158

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Principal

Amount

Value

.75

5/1/29

Callable

2/7/25

103.38

(f)

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

52,000

52,247

Gray

Television,

Inc.

.50

7/15/29

Callable

7/15/26

105.25

(f)

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

50,000

50,064

.38

11/15/31

Callable

11/15/26

102.69

(f)

(g)

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

79,000

42,039

Lamar

Media

Corp.

.63

1/15/31

Callable

1/15/26

101.81

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

20,000

17,611

Match

Group

Holdings

LLC

.63

6/1/28

Callable

2/7/25

101.16

(f)

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

60,000

57,169

News

Corp.

.13

2/15/32

Callable

2/15/27

102.56

(f)

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

30,000

28,305

Scripps

Escrow

II,

Inc.

.88

1/15/29

Callable

2/7/25

100.97

(f)

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

100,000

73,425

Sinclair

Television

Group,

Inc.

.50

3/1/30

Callable

2/7/25

102.75

(f)

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

129,000

87,001

Univision

Communications,

Inc.

.38

6/30/30

Callable

6/30/25

103.69

(f)

..........

100,000

95,767

1,880,741

Consumer

Discretionary

(14.5%):

Acushnet

Co.

.38

10/15/28

Callable

10/15/25

103.69

(f)

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

20,000

20,672

American

Axle

Manufacturing,

Inc.

.88

7/1/28

Callable

1/18/25

101.72

(g)

......

250,000

247,599

Asbury

Automotive

Group,

Inc.

.00

2/15/32

Callable

11/15/26

102.5

(f)

...........

150,000

137,283

Ashton

Woods

USA

LLC/Ashton

Woods

Finance

Co.

.63

4/1/30

Callable

4/1/25

102.31

(f)

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

55,000

49,843

Beazer

Homes

USA,

Inc.

.50

3/15/31

Callable

3/15/27

103.75

(f)

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

250,000

252,411

Boyd

Gaming

Corp.

.75

6/15/31

Callable

6/15/26

102.38

(f)

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

30,000

27,695

Caesars

Entertainment,

Inc.

.13

7/1/27

Callable

1/18/25

102.03

(f)

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

136,000

137,375

.50

2/15/32

Callable

2/15/27

103.25

(f)

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

25,000

25,122

Group

Automotive,

Inc.

.38

1/15/30

Callable

7/15/26

103.19

(f)

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

35,000

35,139

Hanesbrands,

Inc.

.00

2/15/31

Callable

2/15/26

104.5

(f)

(g)

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

30,000

31,986

Hilton

Domestic

Operating

Co.,

Inc.

.00

5/1/31

Callable

5/1/26

102

(f)

...........

60,000

53,909

LGI

Homes,

Inc.

.00

11/15/32

Callable

11/15/27

103.5

(f)

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

15,000

14,861

Light

Wonder

International,

Inc.

.00

5/15/28

Callable

1/23/25

101.75

(f)

........

475,000

476,180

Lithia

Motors,

Inc.

.38

1/15/31

Callable

10/15/25

102.19

(f)

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

257,000

233,201

M/I

Homes,

Inc.

.95

2/1/28

Callable

1/23/25

102.48

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

65,000

62,736

Newell

Brands,

Inc.

.88

4/1/36

Callable

10/1/35

100

(g)

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

16,000

16,211

Nordstrom,

Inc.

.38

4/1/30

Callable

1/1/30

100

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

50,000

45,284

PetSmart,

Inc./PetSmart

Finance

Corp.

.75

2/15/28

Callable

2/7/25

102.38

(f)

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

125,000

117,923

.75

2/15/29

Callable

2/7/25

103.88

(f)

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

90,000

86,974

Resorts

World

Las

Vegas

LLC/RWLV

Capital,

Inc.

.63

4/6/31

Callable

1/6/31

100

(f)

30,000

25,579

Royal

Caribbean

Cruises

Ltd.

.00

2/1/33

Callable

8/1/27

103

(f)

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

100,000

99,773

Scientific

Games

Holdings

LP/Scientific

Games

FinCo,

Inc.

.63

3/1/30

Callable

3/1/25

103.31

(f)

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

25,000

23,959

Taylor

Morrison

Communities,

Inc.

.75

1/15/28

Callable

10/15/27

100

(f)

.........

35,000

34,744

The

Gap,

Inc.

.63

10/1/29

Callable

2/7/25

101.81

(f)

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

60,000

53,898

Vail

Resorts,

Inc.

.50

5/15/32

Callable

5/15/27

103.25

(f)

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

35,000

35,378

Wynn

Resorts

Finance

LLC/Wynn

Resorts

Capital

Corp.

.13

2/15/31

Callable

11/15/30

100

(f)

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

350,000

364,109

North

America

Capital,

Inc.

.88

4/23/32

Callable

2/23/32

100

(f)

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

57,500

54,601

2,764,445

Consumer

Staples

(3.3%):

Albertsons

Cos.,

Inc./Safeway,

Inc./New

Albertsons

LP/Albertsons

LLC

.50

2/15/28

Callable

2/15/25

103.25

(f)

(g)

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

200,000

202,600

Edgewell

Personal

Care

Co.

.13

4/1/29

Callable

1/18/25

102.06

(f)

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

40,000

36,906

Goat

Holdco

LLC

.75

2/1/32

Callable

2/1/28

103.38

(f)

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

24,000

23,764

Performance

Food

Group,

Inc.

.13

9/15/32

Callable

9/15/27

103.06

(f)

(g)

.........

150,000

149,915

Post

Holdings,

Inc.

.25

2/15/32

Callable

2/15/27

103.13

(f)

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

75,000

74,481

.38

3/1/33

Callable

9/1/27

103.19

(f)

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

20,000

19,617

U.S.

Foods,

Inc.

.75

4/15/33

Callable

10/15/27

102.88

(f)

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

122,000

118,539

625,822

Energy

(2.1%):

Hilcorp

Energy

LP/Hilcorp

Finance

Co.

.25

2/15/35

Callable

2/15/30

103.63

(f)

....

82,000

77,174

Murphy

Oil

Corp.

.00

10/1/32

Callable

10/1/27

103

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

40,000

38,434

Murphy

Oil

USA,

Inc.

.75

2/15/31

Callable

2/15/26

101.88

(f)

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

55,000

48,360

Permian

Resources

Operating

LLC

.88

7/1/29

Callable

2/7/25

102.94

(f)

..........

120,000

117,764

Energy

Co.

.00

8/1/32

Callable

8/1/27

103.5

(f)

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

35,000

34,464

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Principal

Amount

Value

Sunoco

.25

5/1/32

Callable

5/1/27

103.63

(f)

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

40,000

41,318

Venture

Global

LNG,

Inc.

.88

2/1/32

Callable

2/1/27

104.94

(f)

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

40,000

43,953

401,467

Financials

(3.4%):

Acrisure

LLC/Acrisure

Finance,

Inc.

.50

11/6/30

Callable

5/15/26

103.75

(f)

.......

77,000

79,214

Arsenal

AIC

Parent

LLC

.00

10/1/30

Callable

10/1/26

104

(f)

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

125,000

129,337

Block,

Inc.

.50

5/15/32

Callable

5/15/27

103.25

(f)

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

80,000

80,821

Boost

Newco

Borrower

LLC

.50

1/15/31

Callable

1/15/27

103.75

(f)

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

100,000

104,760

NCR

Atleos

Corp.

.50

4/1/29

Callable

10/1/26

104.75

(f)

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

16,000

17,309

NESCO

Holdings

II,

Inc.

.50

4/15/29

Callable

2/7/25

102.75

(f)

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

100,000

92,796

Park

Intermediate

Holdings

LLC/PK

Domestic

Property

LLC/PK

Finance

Co.-Issuer

.88

5/15/29

Callable

2/7/25

102.44

(f)

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

16,000

15,049

PRA

Group,

Inc.

.88

1/31/30

Callable

6/1/26

104.44

(f)

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

40,000

41,502

Sfa

Issuer

LLC

.00

12/15/29

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

24,000

23,083

Shift4

Payments

LLC/Shift4

Payments

Finance

Sub,

Inc.

.75

8/15/32

Callable

8/15/27

103.38

(f)

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

20,000

20,348

Starwood

Property

Trust,

Inc.

.25

4/1/29

Callable

10/1/28

100

(f)

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

35,000

35,879

640,098

Health

Care

(5.8%):

CHS/Community

Health

Systems,

Inc.

.13

4/1/30

Callable

4/1/25

103.06

(f)

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

200,000

137,175

.25

5/15/30

Callable

5/15/25

102.63

(f)

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

25,000

20,552

.88

1/15/32

Callable

2/15/27

105.44

(f)

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

30,000

30,952

CVS

Health

Corp.

.00

(

H15T5Y

289

bps

)

3/10/55

Callable

12/10/29

100

(d)

.......

55,000

55,215

DaVita,

Inc.

.88

9/1/32

Callable

9/1/27

103.44

(f)

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

250,000

251,884

Embecta

Corp.

.00

2/15/30

Callable

2/15/27

101.25

(f)

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

15,000

13,796

Encompass

Health

Corp.

.63

4/1/31

Callable

4/1/26

102.31

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

16,000

14,765

LifePoint

Health,

Inc.

.00

10/15/30

Callable

10/15/26

105.5

(f)

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

150,000

164,782

Medline

Borrower

.25

10/1/29

Callable

2/7/25

102.63

(f)

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

57,500

55,358

Medline

Borrower

LP/Medline

Co-Issuer,

Inc.

.25

4/1/29

Callable

4/1/26

103.13

(f)

35,000

35,356

Organon

Co./Organon

Foreign

Debt

Co.-Issuer

.13

4/30/31

Callable

4/30/26

102.56

(f)

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

250,000

224,797

Pediatrix

Medical

Group,

Inc.

.38

2/15/30

Callable

2/15/25

102.69

(f)

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

60,000

57,274

Prestige

Brands,

Inc.

.75

4/1/31

Callable

4/1/26

101.88

(f)

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

20,000

17,568

U.S.

Acute

Care

Solutions

LLC

.75

5/15/29

Callable

5/15/26

104.88

(f)

...........

16,000

16,310

1,095,784

Industrials

(12.3%):

American

Airlines,

Inc.

.25

2/15/28

Callable

2/15/25

103.63

(f)

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

125,000

127,932

.50

5/15/29

Callable

11/15/25

104.25

(f)

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

100,000

104,889

American

Airlines,

Inc./AAdvantage

Loyalty

Ltd.

.75

4/20/29

(f)

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

46,149

45,796

Brightline

East

LLC

.00

1/31/30

Callable

5/9/27

105.5

(f)

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

70,000

66,784

Builders

FirstSource,

Inc.

.38

3/1/34

Callable

3/1/29

103.19

(f)

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

75,000

74,080

BWX

Technologies,

Inc.

.13

4/15/29

Callable

1/23/25

102.06

(f)

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

30,000

27,838

Chart

Industries,

Inc.

.50

1/1/30

Callable

1/1/26

103.75

(f)

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

100,000

103,998

EMRLD

Borrower

LP/Emerald

Co-Issuer,

Inc.

.75

7/15/31

Callable

7/15/27

103.38

(f)

75,000

75,400

Esab

Corp.

.25

4/15/29

Callable

4/15/26

103.13

(f)

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

16,000

16,205

Genesee

Wyoming,

Inc.

.25

4/15/32

Callable

4/15/27

103.13

(f)

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

40,000

40,210

Masterbrand,

Inc.

.00

7/15/32

Callable

7/15/27

103.5

(f)

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

28,000

28,202

Mileage

Plus

Holdings

LLC/Mileage

Plus

Intellectual

Property

Assets

Ltd.

.50

6/20/27

Callable

2/7/25

101.63

(f)

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

125,000

125,900

OneSky

Flight

LLC

.88

12/15/29

Callable

12/15/26

104.44

(f)

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

37,000

37,131

Rand

Parent

LLC

.50

2/15/30

Callable

2/15/26

104.25

(f)

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

95,000

95,531

Resideo

Funding,

Inc.

.50

7/15/32

Callable

7/15/27

103.25

(f)

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

45,000

45,042

Sensata

Technologies,

Inc.

.63

7/15/32

Callable

7/15/27

103.31

(f)

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

35,000

34,942

Spirit

AeroSystems,

Inc.

.38

11/30/29

Callable

11/30/25

104.69

(f)

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

75,000

80,400

.75

11/15/30

Callable

11/15/26

104.88

(f)

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

145,000

160,333

Standard

Industries,

Inc.

.38

7/15/30

Callable

7/15/25

102.19

(f)

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

175,000

159,564

.38

1/15/31

Callable

7/15/25

101.69

(f)

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

150,000

128,616

The

ADT

Security

Corp.

.88

7/15/32

(f)

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

30,000

27,470

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Principal

Amount

Value

The

Hertz

Corp.

.63

12/1/26

Callable

2/7/25

101.16

(f)

(g)

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

40,000

33,647

.63

7/15/29

Callable

7/15/27

106.31

(f)

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

50,000

53,257

TKC

Holdings,

Inc.

.50

5/15/29

Callable

2/7/25

105.25

(f)

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

50,000

50,430

TransDigm,

Inc.

.00

1/15/33

Callable

9/15/27

103

(f)

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

150,000

147,015

TriNet

Group,

Inc.

.13

8/15/31

Callable

8/15/26

103.56

(f)

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

30,000

30,594

United

Rentals

North

America,

Inc.

.13

3/15/34

Callable

3/15/29

103.06

(f)

........

260,000

258,100

WESCO

Distribution,

Inc.

.25

6/15/28

Callable

2/7/25

102.42

(f)

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

125,000

127,088

XPO,

Inc.

.13

6/1/31

Callable

6/1/26

103.56

(f)

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

43,000

43,900

2,350,294

Information

Technology

(2.9%):

Cloud

Software

Group,

Inc.

.50

3/31/29

Callable

9/30/25

103.25

(f)

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

50,000

49,070

.00

9/30/29

Callable

9/30/25

104.5

(f)

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

5,000

5,078

Diebold

Nixdorf,

Inc.

.75

3/31/30

Callable

12/18/26

103.88

(f)

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

16,000

16,428

Ellucian

Holdings,

Inc.

.50

12/1/29

Callable

12/1/26

103.25

(f)

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

40,000

40,132

EquipmentShare.com,

Inc.

.00

3/15/33

Callable

9/15/27

104

(f)

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

200,000

203,013

Gen

Digital,

Inc.

.13

9/30/30

Callable

9/30/25

103.56

(f)

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

16,000

16,444

Neptune

Bidco

U.S.,

Inc.

.29

4/15/29

Callable

10/15/25

104.65

(f)

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

101,000

94,011

Open

Text

Holdings,

Inc.

.13

12/1/31

Callable

12/1/26

102.06

(f)

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

57,500

50,887

UKG,

Inc.

.88

2/1/31

Callable

2/1/27

103.44

(f)

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

50,000

50,737

Zebra

Technologies

Corp.

.50

6/1/32

Callable

6/1/27

103.25

(f)

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

28,000

28,384

554,184

Materials

(5.5%):

AAR

Escrow

Issuer

LLC

.75

3/15/29

Callable

3/15/26

103.38

(f)

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

75,000

76,024

AmeriTex

HoldCo

Intermediate

LLC

.25

10/15/28

Callable

10/15/25

105.13

(f)

....

250,000

265,657

ATI,

Inc.

.13

10/1/31

Callable

10/1/26

102.56

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

125,000

117,504

Avient

Corp.

.25

11/1/31

Callable

9/15/27

103.13

(f)

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

16,000

15,814

Axalta

Coating

Systems

LLC

.38

2/15/29

Callable

2/7/25

101.69

(f)

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

60,000

54,491

Cleveland-Cliffs,

Inc.

.00

3/15/32

Callable

3/15/27

103.5

(f)

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

50,000

49,093

Dcli

Bidco

LLC

.75

11/15/29

Callable

11/15/26

103.88

(f)

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

37,000

37,811

Knife

River

Corp.

.75

5/1/31

Callable

5/1/26

103.88

(f)

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

75,000

78,111

Louisiana-Pacific

Corp.

.63

3/15/29

Callable

2/7/25

101.81

(f)

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

30,000

27,680

Sasol

Financing

USA

LLC

.75

5/3/29

Callable

3/3/29

100

(f)

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

50,000

50,751

Sealed

Air

Corp.

.50

7/15/32

Callable

7/15/27

103.25

(f)

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

55,000

55,285

Smyrna

Ready

Mix

Concrete

LLC

.88

11/15/31

Callable

11/15/26

104.44

(f)

.......

45,000

47,192

The

Chemours

Co.

.00

1/15/33

Callable

1/15/28

104

(f)

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

150,000

146,547

United

States

Steel

Corp.

.88

3/1/29

Callable

1/23/25

103.44

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

30,000

30,119

1,052,079

Real

Estate

(1.0%):

GLP

Capital

LP/GLP

Financing

II,

Inc.

.63

9/15/34

Callable

6/15/34

100

.........

50,000

49,092

RHP

Hotel

Properties

LP/RHP

Finance

Corp.

.50

2/15/29

Callable

2/7/25

102.25

(f)

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

30,000

28,278

.50

4/1/32

Callable

4/1/27

103.25

(f)

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

50,000

50,234

The

Howard

Hughes

Corp.

.38

2/1/31

Callable

2/1/26

102.19

(f)

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

77,500

69,765

197,369

Utilities

(0.8%):

Calpine

Corp.

.63

2/1/29

Callable

2/7/25

101.16

(f)

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

95,000

89,597

NRG

Energy,

Inc.

.75

7/15/29

Callable

1/18/25

102.88

(f)

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

40,000

39,255

Vistra

Operations

Co.

LLC

.88

4/15/32

Callable

4/15/27

103.44

(f)

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

15,000

15,354

144,206

Total

Corporate

Bonds

(Cost

$11,968,424)

11,706,489

Yankee

Dollars

(16.4%)

Communication

Services

(0.4%):

Telecom

Italia

Capital

.20

7/18/36

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

25,000

25,181

Vmed

Financing

PLC

.75

7/15/31

Callable

7/15/26

102.38

(f)

...........

55,500

47,659

72,840

Consumer

Discretionary

(5.0%):

Carnival

Corp.

.00

5/1/29

Callable

2/7/25

103

(f)

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

150,000

149,691

Great

Canadian

Gaming

Corp.

.75

11/15/29

Callable

11/15/26

104.38

(f)

..........

21,000

21,583

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Principal

Amount

Value

IHO

Verwaltungs

GmbH

.00

11/15/32

Callable

11/15/27

104

(f)

(h)

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

115,000

115,692

International

Game

Technology

PLC

.25

1/15/27

Callable

7/15/26

100

(f)

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

50,000

50,233

.25

1/15/29

Callable

2/7/25

101.31

(f)

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

25,000

24,326

Mattamy

Group

Corp.

.63

3/1/30

Callable

3/1/25

102.31

(f)

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

36,000

33,477

Melco

Resorts

Finance

Ltd.

.38

12/4/29

Callable

2/7/25

102.69

(f)

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

30,000

27,437

NCL

Corp.

Ltd.

.88

3/15/26

Callable

12/15/25

100

(f)

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

260,000

259,724

Royal

Caribbean

Cruises

Ltd.

.63

9/30/31

Callable

9/30/27

102.81

(f)

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

10,000

9,834

Viking

Cruises

Ltd.

.13

7/15/31

Callable

7/15/26

104.56

(f)

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

10,000

10,745

Viking

Ocean

Cruises

Ship

VII

Ltd.

.63

2/15/29

Callable

2/7/25

102.81

(f)

.........

250,000

245,947

948,689

Energy

(1.3%):

Petrobras

Global

Finance

.50

6/10/51

Callable

12/10/50

100

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

55,000

41,669

TechnipFMC

PLC

.50

2/1/26

Callable

2/7/25

100

(f)

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

200,000

199,966

Vallourec

SACA

.50

4/15/32

Callable

4/15/27

103.75

(f)

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

10,000

10,505

252,140

Financials

(1.3%):

Ardonagh

Finco

Ltd.

.75

2/15/31

Callable

2/15/27

103.88

(f)

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

65,000

67,018

Belron

Finance

PLC

.75

10/15/29

Callable

10/15/26

102.88

(f)

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

35,000

35,118

GGAM

Finance

Ltd.

.88

3/15/30

Callable

9/15/26

102.94

(f)

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

40,000

39,330

UniCredit

SpA

.86

(

USISOA05

370

bps

)

6/19/32

Callable

6/19/27

100

(d)

(f)

.......

110,000

109,989

251,455

Health

Care

(1.3%):

Bausch

Health

Cos.,

Inc.

.13

2/1/27

Callable

2/7/25

101.53

(f)

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

250,000

228,011

Perrigo

Finance

Unlimited

Co.

.13

9/30/32

Callable

9/30/27

103.06

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

25,000

24,532

252,543

Industrials

(4.3%):

ATS

Corp.

.13

12/15/28

Callable

2/7/25

101.03

(f)

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

30,000

27,761

Azorra

Finance

Ltd.

.75

4/15/30

Callable

10/15/26

103.88

(f)

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

140,000

139,079

Bombardier,

Inc.

.88

4/15/27

Callable

2/7/25

100

(f)

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

82,000

82,040

.75

11/15/30

Callable

11/15/26

104.38

(f)

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

125,000

134,479

.25

7/1/31

Callable

7/1/27

103.63

(f)

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

30,000

30,940

Grupo

Aeromexico

SAB

.63

11/15/31

Callable

11/15/27

104.31

(f)

.........

65,000

64,350

Latam

Airlines

Group

.88

4/15/30

Callable

10/15/26

103.94

(f)

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

60,000

60,409

Optics

Bidco

SpA

.20

7/18/36

Callable

4/18/36

100

(f)

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

55,000

56,351

Seaspan

Corp.

.50

8/1/29

Callable

2/7/25

102.75

(f)

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

45,000

41,980

VistaJet

Malta

Finance

PLC/Vista

Management

Holding,

Inc.

.38

2/1/30

Callable

2/7/25

103.19

(f)

(g)

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

200,000

175,203

812,592

Information

Technology

(0.5%):

Seagate

HDD

Cayman

.50

7/15/31

Callable

7/15/26

104.25

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

30,000

32,093

.63

12/1/32

Callable

12/1/27

104.81

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

55,000

61,994

94,087

Materials

(2.3%):

Alcoa

Nederland

Holding

.13

3/15/31

Callable

3/15/27

103.56

(f)

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

10,000

10,334

Aris

Mining

Corp.

.00

10/31/29

Callable

10/31/26

104

(f)

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

15,000

14,851

INEOS

Finance

PLC

.50

4/15/29

Callable

4/15/26

103.75

(f)

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

175,000

179,294

NOVA

Chemicals

Corp.

.00

2/15/30

Callable

8/15/26

104.5

(f)

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

200,000

210,972

.00

12/1/31

Callable

12/1/27

103.5

(f)

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

25,000

24,917

440,368

Total

Yankee

Dollars

(Cost

$3,059,627)

3,124,714

Exchange-Traded

Funds

(4.8%)

iShares

Rated

Corporate

Bond

ETF

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

20,000

919,976

Total

Exchange-Traded

Funds

(Cost

$930,194)

919,976

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Collateral

for

Securities

Loaned

(4.6%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

.41

(i)

........

218,978

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

.38

(i)

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

218,978

Invesco

Government

Agency

Portfolio,

Institutional

.40

(i)

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

218,978

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

.41

(i)

218,978

Total

Collateral

for

Securities

Loaned

(Cost

$875,912)

875,912

Total

Investments

(Cost

$18,186,102)

—

92.9%

17,681,986

Other

assets

excess

liabilities

—

7.1%

1,348,349

NET

ASSETS

100.00%

19,030,335

December

31,

2024,

the

Fund's

investments

foreign

securities

were

17.1%

net

assets.

Purchased

with

cash

collateral

from

securities

loan.

(a)

Amount

represents

less

than

0.05%

net

assets.

(b)

Non-income

producing

security.

(c)

Security

was

fair

valued

based

upon

procedures

approved

the

Board

Trustees

and

represents

0.0%

net

assets

December

31,

2024.

This

security

classified

Level

within

the

fair

value

hierarchy.

(See

Note

the

Notes

Financial

Statements)

(d)

Variable

Floating-Rate

Security.

Rate

disclosed

December

31,

2024.

(e)

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.

(f)

Rule

144A

security

other

security

that

restricted

resale

institutional

investors.

December

31,

2024,

the

fair

value

these

securities

was

$13,928,081

and

amounted

73.2%

net

assets.

(g)

All

portion

this

security

loan.

(h)

8.75%

the

coupon

may

PIK.

(i)

Rate

disclosed

the

daily

yield

December

31,

2024.

bps

—

Basis

points

ETF

—

Exchange-Traded

Fund

H15T5Y

—

Year

Treasury

Constant

Maturity

Rate,

rate

disclosed

December

31,

2024.

ICE

—

Intercontinental

Exchange,

Inc.

IBA

—

ICE

Benchmark

Administration

Limited

LLC

—

Limited

Liability

Company

—

Limited

Partnership

PIK

—

Payment-in-Kind

PLC

—

Public

Limited

Company

SOFR

—

Secured

Overnight

Financing

Rate

SOFR01M

—

Month

SOFR,

rate

disclosed

December

31,

2024.

SOFR03M

—

Month

SOFR,

rate

disclosed

December

31,

2024.

USISOA05

—

ICE

IBA

USD

SOFR

Spread-Adjusted

ICE

Year

Swap

Rate,

rate

disclosed

December

31,

2024.

Statement

Assets

and

Liabilities

December

31,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

Assets:

Investments,

value

(Cost

$18,186,102)

17,681,986‌

(a)

Cash

340,590‌

Receivables:

Dividends,

interest,

and

securities

lending

income

314,090‌

Investments

sold

1,720,919‌

From

Adviser

6,266‌

Prepaid

expenses

41‌

Total

Assets

20,063,892‌

Liabilities:

Payables:

Collateral

received

loaned

securities

875,912‌

Investments

purchased

106,354‌

Capital

redeemed

12,436‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

9,778‌

Administration

fees

914‌

Custodian

fees

2,129‌

Sub-Transfer

agent

fees

3,680‌

Compliance

fees

13‌

Trustees'

fees

6‌

Other

accrued

expenses

22,335‌

Total

Liabilities

1,033,557‌

Commitments

and

contingencies

(Note

)

Net

Assets:

Capital

24,731,784‌

Total

accumulated

earnings

(loss)

(

5,701,449‌

)

Net

Assets

19,030,335‌

(unlimited

authorized

with

par

value

$0.001

per

share):

3,184,694‌

Net

asset

value:

.98‌

(a)

Includes

$833,695

securities

loan.

Statement

Operations

For

the

Year

Ended

December

31,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

Investment

Income:

Dividends

39,401

Interest

1,675,773

Securities

lending

(net

fees)

33,795

Total

Income

1,748,969

Expenses:

Investment

advisory

fees

122,108

Administration

fees

10,975

Sub-Administration

fees

18,500

Custodian

fees

10,407

Transfer

agent

fees

192

Sub-Transfer

agent

fees

15,478

Trustees'

fees

3,064

Compliance

fees

180

Legal

and

audit

fees

15,283

Interest

fees

972

Other

expenses

17,470

Total

Expenses

214,629

Expenses

waived/reimbursed

Adviser

(

32,585

)

Net

Expenses

182,044

Net

Investment

Income

(Loss)

1,566,925

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

(

918,344

)

Net

change

unrealized

appreciation/depreciation

investment

securities

980,793

Net

realized/unrealized

gains

(losses)

investments

62,449

Change

net

assets

resulting

from

operations

1,629,374

Victory

Variable

Insurance

Funds

Statements

Changes

Net

Assets

See

notes

financial

statements.

Victory

High

Yield

VIP

Series

Year

Ended

December

31,

2024

Year

Ended

December

31,

2023

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

1,566,925

1,731,032

Net

realized

gains

(losses)

(

918,344

)

(

2,214,109

)

Net

change

unrealized

appreciation/depreciation

980,793

2,839,257

Change

net

assets

resulting

from

operations

1,629,374

2,356,180

Change

net

assets

resulting

from

distributions

shareholders

(

1,772,988

)

(

1,670,342

)

Change

net

assets

resulting

from

capital

transactions

(

2,160,235

)

(

1,490,405

)

Change

net

assets

(

2,303,849

)

(

804,567

)

Net

Assets:

Beginning

period

21,334,184

22,138,751

End

period

19,030,335

21,334,184

Capital

Transactions:

Proceeds

from

issued

1,806,807

1,116,442

Distributions

reinvested

1,772,988

1,670,342

Cost

redeemed

(

5,740,030

)

(

4,277,189

)

Change

net

assets

resulting

from

capital

transactions

(

2,160,235

)

(

1,490,405

)

Transactions:

Issued

288,406

179,407

Reinvested

295,991

275,634

Redeemed

(

906,817

)

(

688,700

)

Change

(

322,420

)

(

233,659

)

Victory

Variable

Insurance

Funds

Financial

Highlights

For

Outstanding

Throughout

Each

Period

See

notes

financial

statements.

Victory

High

Yield

VIP

Series

Year

Ended

December

31,

2024

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Net

Asset

Value,

Beginning

Period

$6.08

$5.92

$7.40

$7.42

$7.36

Investment

Activities:

Net

investment

income

(loss)(a)

0.49

0.44

0.40

0.44

Net

realized

and

unrealized

gains

(losses)

0.02

0.18

(1.44)

0.03

0.14

Total

from

Investment

Activities

0.51

0.67

(1.00)

0.43

0.58

Distributions

Shareholders

from:

Net

investment

income

(0.61)

(0.51)

(0.48)

(0.45)

(0.52)

Total

Distributions

(0.61)

(0.51)

(0.48)

(0.45)

(0.52)

Net

Asset

Value,

End

Period

$5.98

$6.08

$5.92

$7.40

$7.42

Total

Return(b)(c)

8.42%

11.41%

(13.55)%

5.85%

7.92%

Ratios

Average

Net

Assets:

Net

Expenses(d)

0.89%

Net

Investment

Income

(Loss)

7.70%

7.88%

6.55%

5.21%

6.10%

Gross

Expenses(d)

1.05%

1.02%

1.01%

0.99%

1.04%

Supplemental

Data:

Net

Assets

end

period

(000's)

$19,030

$21,334

$22,139

$30,016

$30,119

Portfolio

Turnover

109%(e)

52%

42%

75%

91%

(a)

Per

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

method.

(b)

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.

(c)

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.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

any.

(e)

Reflects

increased

tradng

activity

due

sub-adviser

termination.

Notes

Financial

Statements

December

31,

2024

Victory

Variable

Insurance

Funds

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

December

31,

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

December

31,

2024

Victory

Variable

Insurance

Funds

(a)

Zero

market

value

securities.

of December

31,

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.

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.

Level

Total

Victory

High

Yield

VIP

Series

Common

Stocks

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

—

351

—

(a)

351

Senior

Secured

Loans

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

—

1,054,544

—

1,054,544

Corporate

Bonds

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

—

11,706,489

—

11,706,489

Yankee

Dollars

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

—

3,124,714

—

3,124,714

Exchange-Traded

Funds

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

919,976

—

919,976

Collateral

for

Securities

Loaned

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

875,912

—

875,912

Total

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

1,795,888

15,886,098

—

(a)

17,681,986

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

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

December

31,

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

year

ended

December

31,

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

year

ended

December

31,

2024,

were

follows:

Value

Securities

Loan

Non-Cash

Collateral

Cash

Collateral

Victory

High

Yield

VIP

Series

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

833,695

—

875,912

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

High

Yield

VIP

Series

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

20,334,581

23,745,988

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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 year

ended

December

31,

2024,

are

reflected

the

Statement

Operations

Investment

advisory

fees.

VCM

had

Sub-Advisory

Agreement

with

Park

Avenue

Institutional

Advisers

LLC

(“Park

Avenue”)

with

respect

the

Fund.

Park

Avenue was

responsible

for

providing

day-to-day

investment

advisory

services

the

Fund,

subject

the

oversight

the

Board.

Sub-investment

advisory

fees,

which

were

paid

VCM

Park

Avenue,

did

not

represent

separate

additional

expense

the

Fund.

Effective

October

2024,

VCM

has

terminated

the

Sub-Advisory

Agreement

with

Park

Avenue

Institutional

Advisers

LLC

and

effective

October

2024,

the

Fund

now

managed

VCM.

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

year

ended

December

31,

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 year

ended

December

31,

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,

and

Victory

Portfolios

II,

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

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 year

ended

December

31,

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

year ended

December

31,

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 year

ended

December

31,

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

Net

Assets

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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.

December

31,

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

December

31,

2024.

of December

31,

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 year

ended

December

31,

2024.

Certain

officers

and/or

interested

trustees

the

Fund

are

also

officers

and/or

employees

the

Adviser,

administrator,

fund

accountant,

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.

effect

until

April

30,

2025

Victory

High

Yield

VIP

Series

0.89%

Expires

2025

Expires

2026

Expires

2027

Total

Victory

High

Yield

VIP

Series

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

30,665

28,181

32,585

91,431

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

funds

the

Trust,

Victory

Variable

Insurance

Funds,

Victory

Portfolios,

and

Victory

Portfolios

III

(collectively,

the

"Victory

Funds

Complex"),

aggregate,

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 year

ended

December

31,

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

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

year

ended

December

31,

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

year

ended

December

31,

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.

December

31,

2024,

the

Statement

Assets

and

Liabilities,

there

were

permanent

book-to-tax

difference

reclassification

adjustments.

The

tax

character

distributions

paid

during

the

tax

years

ended,

noted

below,

were

follows

(total

distributions

paid

may

differ

from

the

Statements

Changes

Net

Assets

because,

for

tax

purposes,

dividends

are

recognized

when

actually

paid):

December

31,

2024,

the

components

accumulated

earnings

(loss)

tax

basis

were

follows:

Year

Ended

December

31,

2024

Distributions

Paid

From:

Ordinary

Income

Total

Distributions

Paid

Victory

High

Yield

VIP

Series

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

1,772,988

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Total

Distributions

Paid

Victory

High

Yield

VIP

Series

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

1,670,342

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

attributable

primarily

tax

deferral

losses

wash

sales

and

callable

bonds

amortization.

of December

31,

2024,

the

Fund

had

net

capital

loss

carryforwards as

shown

in the

table

below.

unlikely

that

the

Board

will

authorize

distribution

capital

gains

realized

the

future

until

the

capital

loss

carryforwards

have

been

used.

of December

31,

2024,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

follows:

New

Accounting

Pronouncement:

this

reporting

period,

the

Fund

adopted

FASB

Accounting

Standards

Update

2023-07,

Segment

Reporting

(Topic

280):

Improvements

Reportable

Segment

Disclosures.

Adoption

the

new

standard

impacted

financial

statement

disclosures

only

and

did

not

affect

the

Fund’s

financial

position

the

results

its

operations.

The

management

committee

the

Adviser

acts

the

Fund’s

Chief

Operating

Decision

Maker

(“CODM”).

The

Fund

represents

single

operating

segment,

the

CODM

monitors

the

operating

results

the

Fund

whole

and

the

Fund’s

long-term

strategic

asset

allocation

pre-determined

accordance

with

the

terms

its

prospectus,

based

defined

investment

strategy.

The

financial

information

the

form

the

Fund’s

portfolio

composition,

total

returns,

expense

ratios,

and

changes

net

assets,

which

are

used

the

CODM

assess

the

segment’s

performance

versus

the

Fund’s

comparative

benchmarks

and

make

resource

allocation

decisions

for

the

Fund’s

single

segment,

consistent

with

that

presented

within

the

Fund’s

financial

statements.

Segment

assets

are

reflected

the

accompanying

Statement

Assets

and

Liabilities

“total

assets”

and

significant

segment

expenses

are

listed

the

accompanying

Statement

Operations.

Undistributed

Ordinary

Income

Accumulated

Earnings

(Loss)

Accumulated

Capital

And

Other

Losses

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Victory

High

Yield

VIP

Series

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

1,577,437

(6,754,896)

(523,990)

(5,701,449)

Short-Term

Amount

Long-Term

Amount

Total

Victory

High

Yield

VIP

Series

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

(431,357)

(6,323,539)

(6,754,896)

Cost

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Victory

High

Yield

VIP

Series

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

18,205,976

186,872

(710,862)

(523,990)

Report

Independent

Registered

Public

Accounting

Firm

the

Shareholders

and

Board

Trustees

Victory

Variable

Insurance

Funds

Opinion

the

Financial

Statements

have

audited

the

accompanying

statement

assets

and

liabilities,

including

the

schedule

portfolio

investments,

Victory

High

Yield

VIP

Series

(the

“Fund”),

series

Victory

Variable

Insurance

Funds,

December

31,

2024,

the

statement

operations

for

the

year

then

ended,

the

statements

changes

net

assets

for

each

the

two

years

the

period

then

ended,

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

and

the

notes

(collectively

referred

the

“financial

statements”).

our

opinion,

the

financial

statements

present

fairly,

all

material

respects,

the

financial

position

the

Fund

December

31,

2024,

the

results

its

operations

for

the

year

then

ended,

the

changes

net

assets

for

each

the

two

years

the

period

then

ended,

and

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

conformity

with

accounting

principles

generally

accepted

the

United

States

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

the

Fund’s

management.

Our

responsibility

express

opinion

the

Fund’s

financial

statements

based

our

audits.

are

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

independent

with

respect

the

Fund

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

the

Securities

and

Exchange

Commission

and

the

PCAOB.

conducted

our

audits

accordance

with

the

standards

the

PCAOB.

Those

standards

require

that

plan

and

perform

the

audit

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

material

misstatement

whether

due

error

fraud.

Our

audits

included

performing

procedures

assess

the

risks

material

misstatement

the

financial

statements,

whether

due

error

fraud,

and

performing

procedures

that

respond

those

risks.

Such

procedures

included

examining,

test

basis,

evidence

regarding

the

amounts

and

disclosures

the

financial

statements.

Our

procedures

included

confirmation

securities

owned

December

31,

2024,

correspondence

with

the

custodian

and

agent

banks;

when

replies

were

not

received

from

agent

banks,

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

management,

well

evaluating

the

overall

presentation

the

financial

statements.

believe

that

our

audits

provide

reasonable

basis

for

our

opinion.

have

served

the

auditor

one

investment

companies

advised

Victory

Capital

Management

Inc.

since

2015.

COHEN

COMPANY,

LTD.

Cleveland,

Ohio

February

13,

2025

Supplemental

Information

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Additional

Federal

Income

Tax

Information

For

the

fiscal

year

ended

December

31,

2024,

the

Fund

hereby

designates

the

maximum

amount

allowable

its

net

taxable

income

qualified

dividends

taxed

individual

net

capital

gain

rates.

Shareholders

will

notified

via

IRS

Form

1099

the

amounts

for

use

preparing

their

income

tax

return.

Dividends

qualified

for

corporate

dividends

received

deductions

less

than

1%.

Victory

Variable

Insurance

Funds

(Unaudited)

Supplemental

Information

—

continued

December

31,

2024

Considerations

the

Board

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

behalf

the

Fund

meeting,

which

was

called

for

that

purpose,

December

2024.

The

Board

also

considered

information

relating

the

Fund

and

the

Agreement

provided

throughout

the

year

and,

specifically,

the

meetings

October

21,

2024

and

December

2024.

considering

whether

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Fund

assist

evaluating

the

terms

the

Agreement.

response

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

the

continuation

the

Agreement.

The

Board,

including

the

Independent

Trustees,

evaluated

this

information

along

with

other

information

obtained

throughout

the

year

and

was

advised

legal

counsel

the

Fund

and

independent

legal

counsel

the

Independent

Trustees.

The

Board

considered

the

Fund’s

advisory

fee,

expense

ratio

and

investment

performance

significant

factors

determining

whether

the

Agreement

should

continued.

considering

whether

the

compensation

paid

the

Adviser

was

fair

and

reasonable,

the

Board

also

evaluated,

among

other

things,

the

following

factors:

The

requirements

the

Fund

for

the

services

provided

the

Adviser;

The

nature,

quality

and

extent

the

services

provided

and

expected

provided;

The

performance

the

Fund

compared

comparable

funds;

The

fees

payable

for

the

services

and

whether

the

fee

arrangements

provided

for

economies

scale

that

would

benefit

Fund

shareholders

the

Fund

grows

(acknowledging

that

economies

scale

can

complex

assess

and

typically

are

not

directly

measurable)

and

whether

breakpoints

would

appropriate;

Whether

the

fee

would

sufficient

enable

the

Adviser

attract

and

retain

experienced

personnel

and

continue

provide

quality

services

the

Fund;

The

fees

paid

other

clients

the

Adviser

whose

accounts

are

managed

similar

investment

style

and

any

differences

the

services

provided

the

other

clients

compared

those

provided

the

Fund;

The

total

expenses

the

Fund;

Management’s

commitment

operating

the

Fund

competitive

expense

levels;

The

profitability

the

Adviser

(as

reflected

comparing

fees

earned

against

estimate

the

Adviser’s

costs)

with

respect

the

Adviser’s

relationship

with

the

Fund;

Research

and

other

service

benefits

received

the

Adviser

obtained

through

payment

client

commissions

for

securities

transactions;

Other

benefits

received

the

Adviser,

and

its

affiliates,

including

revenues

paid

the

Adviser,

its

affiliates,

the

Fund

for

administration

and

fund

accounting

services,

shareholder

services

and

distribution;

The

capabilities

and

financial

condition

the

Adviser;

Current

economic

and

industry

trends;

The

historical

relationship

between

the

Fund

and

the

Adviser;

and

That

until

October

2024,

the

Fund

was

sub-advised,

but

that

after

that

date

the

Adviser’s

Victory

Income

Investors

investment

franchise

man-

aged

the

Fund.

The

Board

reviewed

the

Fund’s

gross

management

fee,

comprised

the

advisory

fee

plus

the

administrative

services

fee

paid

the

Adviser,

the

context

the

Adviser’s

business

and

services

with

respect

the

Fund

individually

and

with

respect

all

the

funds

whole.

The

Board

retained

independent,

third-party

consultant

provide

comparative

information

about

fees,

expenses

and

performance,

and

design

and

maintain

database

relevant

information

designed

assist

the

Board

retrieving

and

analyzing

comparative

information.

The

Board

met

with

the

consultant

review

its

inputs

and

methodologies,

among

other

things.

The

Board

compared

the

Fund’s

gross

management

fee

and

total

operating

expense

ratio

net

and

gross

basis

with

the

median

gross

management

fee

and

median

expense

ratio

universe

comparable

mutual

funds

compiled

the

consultant,

and

peer

group

funds

selected

that

consultant

from

the

universe.

The

Board

reviewed

the

factors

and

methodology

used

the

consultant

the

selection

the

Fund’s

peer

group,

including

the

consultant’s

selection

broad

universe

funds,

the

specific

universe

comparable

funds,

and

peer

groups

funds

with

comparable

investment

strategies

and

asset

levels,

among

other

factors.

The

Board

also

reviewed

any

changes

the

consultant’s

methodology

compared

the

prior

year,

including

those

resulting

from

the

Adviser’s

input,

any.

The

Board

also

reviewed

fees

and

other

information

the

Adviser’s

management

similarly

managed

institutional

private

accounts,

and

the

differences

the

services

provided

the

other

accounts.

The

Board

noted

that

the

advisory

fee

arrangement

for

the

Fund

does

not

include

breakpoints,

which

would

structure

that

results

reduced

fees

fund

grows.

The

Board

also

considered

the

Adviser’s

commitment

limit

expenses

discussed

detail

below.

prior

years,

evaluating

the

Adviser’s

performance,

the

Board

also

considered

how

the

Adviser

addressed

challenges

changing

market

conditions

and

legal

and

regulatory

developments

affecting

the

Fund.

help

evaluate

the

fees

and

expenses

the

Fund

relation

funds

peer

group

selected

independent

third-party

consultant,

the

Board

requested,

and

the

Adviser

provided,

supplemental

information

about

fee

levels

and

the

nature

the

services

provided

described

greater

detail

below.

The

Board

considered

factors

that

contributed

the

Fund’s

management

fee

the

Fund’s

total

expenses,

including,

among

other

things,

whether

the

Fund

requires

specific

specialized

portfolio

management,

administration

oversight

needs;

the

size

the

Fund’s

Supplemental

Information

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

assets

relation

its

peers;

whether

the

Fund

has

experienced

sustained

redemptions

leading

decreased

assets;

and

the

factors

that

resulted

in,

for

example,

rapid

recent

changes

expenses.

The

Board

also

considered

the

extent

which

the

Adviser

waives

management

fees

and/

reimburses

any

expenses.

The

Board

also

reviewed

the

compliance

and

administrative

services

provided

the

Fund

the

Adviser

and

its

affiliates,

including

the

Adviser’s

oversight

the

Fund’s

day-to-day

operations

and

oversight

Fund

accounting,

assistance

meeting

legal

and

regulatory

requirements,

and

other

services

necessary

for

the

operation

the

Fund

and

the

Trust.

The

Board

reviewed

the

Fund’s

performance

over

one-,

three-,

five-

and

ten-year

periods

(as

applicable)

against

the

performance

the

Fund’s

selected

peer

group

and

benchmark

index.

The

Board

recognized

that

the

performance

the

Fund

and

the

peer

group

funds

are

net

expenses,

while

the

performance

the

benchmark

index

reflects

gross

returns.

When

the

Fund

underperformed

the

funds

its

selected

peer

group

and/or

benchmark

index

for

any

the

periods

reported,

the

Board

considered

the

magnitude

and

duration

that

underperformance

relative

the

selected

peer

group

and/or

benchmark

index

(e.g.,

the

amount

which

the

Fund

underperformed,

including,

for

example,

whether

the

Fund

slightly

underperformed

significantly

underperformed

its

benchmark

both

absolute

and

relative

terms).

the

Fund

underperformed

the

selected

peer

group

and/or

benchmark

index

for

multiple

periods

time,

the

Board

further

inquired

into

the

circumstances

its

underperformance,

including

with

respect

significant

differences

investment

strategy

securities

exposure

the

Fund

compared

its

benchmark

index

and

selected

peer

group.

these

cases,

the

Board

discussed

with

the

Adviser

the

Fund’s

performance,

potential

reasons

for

the

relative

performance,

and,

necessary,

steps

that

the

Adviser

had

taken,

intends

take,

improve

performance,

including,

appropriate,

matters

relating

staffing

levels,

and

portfolio

trading

strategies,

among

other

things.

When

the

Fund’s

gross

management

fee,

net

management

fee

(gross

management

fees

less

any

fees

waived

expenses

reimbursed

the

Adviser)

total

net

expenses

ranked

the

fourth

quartile

(most

expensive),

the

Board

considered

the

magnitude

differences

relative

the

selected

peer

group

(e.g.,

the

amount

which

the

Fund’s

expenses

differed,

including,

for

example,

whether

the

Fund’s

fees

and

expenses

were

slightly

significantly

higher

compared

funds

its

selected

peer

group).

The

Board

also

met

with

the

portfolio

managers

the

Fund

during

the

months

prior

voting

the

contract

renewal

discuss

the

Fund’s

performance,

and

received

report

each

quarter

the

Fund’s

performance,

among

other

things,

from

the

Adviser’s

President

Investment

Franchises

Solutions

and

Head

Product

Strategy.

The

Board

also

considered

the

Adviser’s

responsiveness

with

respect

the

relative

performance.

The

Board

recognized

that

the

performance

data

reflects

period

particular

date

and

that

selecting

different

performance

period

could

produce

significantly

different

results.

The

Board

further

acknowledged

that

long-term

performance

could

affected

even

one

period

significant

outperformance

underperformance.

this

regard,

the

Board

noted

that

performance,

especially

short-term

performance,

only

one

the

factors

that

deems

relevant

its

consideration

the

Agreement.

The

Board

reviewed

various

other

specific

factors

with

respect

the

Fund,

described

below.

their

deliberations,

the

Trustees

did

not

rank

the

importance

any

particular

information

factor

considered

and

each

Trustee

may

have

attributed

different

weights

various

factors.

Performance.

The

Board

compared

the

Fund’s

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2024,

that

the

median

performance

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

underperformed

the

benchmark

index

for

all

the

periods

reviewed,

outperformed

the

peer

group

median

for

the

one-,

five-

and

ten-year

periods,

and

underperformed

the

peer

group

median

for

the

three-year

period.

Fees

and

Expenses.

The

Board

considered

that,

compared

other

funds

the

Fund’s

peer

group,

the

Fund’s

gross

management

fee

ranked

the

fourth

quartile

(most

expensive),

the

Fund’s

net

management

fee

(gross

management

fees

less

any

fees

waived

expenses

reimbursed

the

Adviser)

ranked

the

third

quartile

and

the

Fund’s

total

net

expenses

ranked

the

fourth

quartile

(most

expensive).

The

Board

also

considered

that

the

Fund

benefited

from

contractual

agreement

with

the

Adviser

pursuant

which

the

Adviser

waives

and/or

reimburses

expenses,

and

that

believed

that

the

waivers

and/or

reimbursements

likely

would

stabilize

the

Fund’s

expenses

during

that

period.

evaluating

the

Agreement,

the

Board

considered,

addition

those

considerations

described

above

and

among

other

things:

(1)

the

Fund’s

management

fee

compared

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

limit

the

expenses

for

period

time

likely

would

stabilize

the

Fund’s

expenses

during

that

period;

and

(4)

any

discussions

the

Board

had

with

the

Adviser

outlined

above.

Taking

these

factors,

among

others,

into

consideration,

the

Board

concluded

that

the

Agreement

continued

the

best

interests

the

Fund’s

shareholders.

Conclusion

Based

its

review

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

determined

that:

(i)

the

Adviser’s

services

benefitted

the

Fund’s

shareholders,

particularly

light

the

nature

the

Fund

and

the

services

required

support

the

Fund;

(ii)

was

generally

satisfied

with

the

nature,

quality

and

extent

the

services

provide

the

Adviser

the

Fund;

and

(iii)

the

Agreement,

behalf

the

Fund

discussed

above,

was

consistent

with

the

best

interests

the

Fund

and

its

shareholders.

Accordingly,

the

Board

unanimously

approved

the

Agreement,

behalf

the

Fund,

for

additional

annual

period

the

basis

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

the

investment

advisory

fee

payable

the

Adviser

under

the

Agreement

light

the

investment

advisory

services

provided,

the

costs

these

services,

the

profitability

the

Adviser’s

relationship

with

the

Fund

and

the

comparability

the

fee

paid

the

fees

paid

other

investment

companies;

The

nature,

quality

and

extent

the

investment

advisory

services

provided

the

Adviser;

Supplemental

Information

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

Adviser’s

entrepreneurial

commitment

the

management

the

Fund

and

the

creation

broad-based

family

funds,

which

entails

substantial

commitment

the

Adviser’s

resources

the

successful

operation

the

Fund;

The

Adviser’s

representations

regarding

its

staffing

and

capabilities

manage

the

Fund,

including

the

retention

personnel

with

relevant

portfolio

management

experience;

The

Adviser’s

efforts

enhance

investment

results

by,

among

other

things,

developing

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

the

Adviser.

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-AR

(12/24)

December

31,

2024

Annual

Report:

Full

Financials

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

vcm.com

News,

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And

Education

Hours

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Week

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Victory

Capital

website

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convenient

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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

Report

Independent

Registered

Public

Accounting

Firm

Supplemental

Information

(Unaudited)

Additional

Federal

Income

Tax

Information

Advisory

Contract

Approval

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

December

31,

2024

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

See

notes

financial

statements.

Security

Description

Value

Common

Stocks

(97.3%)

Australia

(6.7%):

Consumer

Discretionary

(1.5%):

Aristocrat

Leisure

Ltd.

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

37,926

1,601,249

Financials

(1.3%):

Macquarie

Group

Ltd.

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

10,180

1,391,911

Health

Care

(1.0%):

CSL

Ltd.

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

5,998

1,046,103

Materials

(1.8%):

BHP

Group

Ltd.

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

77,497

1,890,064

Real

Estate

(1.1%):

Scentre

Group

(a)

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

550,968

1,166,034

7,095,361

Austria

(1.1%):

Financials

(1.1%):

BAWAG

Group

(b)

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

13,750

1,158,068

Belgium

(1.2%):

Information

Technology

(0.5%):

Melexis

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

10,198

596,164

Materials

(0.7%):

Solvay

Class

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

21,794

704,487

1,300,651

China

(0.6%):

Communication

Services

(0.6%):

Tencent

Holdings

Ltd.

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

11,100

592,458

Denmark

(4.3%):

Consumer

Discretionary

(1.4%):

Pandora

A/S

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

8,104

1,482,898

Health

Care

(2.9%):

Novo

Nordisk

A/S

Class

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

35,539

3,066,838

4,549,736

France

(8.6%):

Consumer

Discretionary

(2.1%):

Francaise

des

Jeux

SACA

(b)

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

26,014

1,001,670

LVMH

Moet

Hennessy

Louis

Vuitton

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

1,928

1,268,042

2,269,712

Consumer

Staples

(1.7%):

L'Oreal

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

5,061

1,791,351

Energy

(0.5%):

Gaztransport

Technigaz

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

3,583

479,771

Industrials

(2.7%):

Rexel

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

44,241

1,126,634

Safran

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

7,842

1,717,994

2,844,628

Information

Technology

(0.6%):

Capgemini

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

4,073

665,138

Materials

(1.0%):

Arkema

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

13,871

1,055,325

9,105,925

Germany

(9.5%):

Communication

Services

(0.8%):

CTS

Eventim

Co.

KGaA

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

9,861

833,480

Consumer

Discretionary

(0.6%):

Volkswagen

Preference

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

6,646

613,106

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Financials

(2.4%):

Allianz

Registered

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

8,413

2,585,473

Industrials

(1.9%):

Siemens

Registered

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

10,129

1,974,817

Information

Technology

(2.7%):

SAP

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

11,821

2,907,243

Utilities

(1.1%):

RWE

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

37,970

1,135,640

10,049,759

Hong

Kong

(2.6%):

Financials

(1.5%):

AIA

Group

Ltd.

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

223,000

1,601,830

Real

Estate

(1.1%):

Asset

Holdings

Ltd.

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

268,000

1,093,843

2,695,673

Ireland

(1.0%):

Materials

(1.0%):

James

Hardie

Industries

PLC

(a)

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

34,112

1,051,104

Italy

(0.7%):

Utilities

(0.7%):

Snam

SpA

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

154,493

684,731

Japan

(22.7%):

Communication

Services

(1.8%):

Capcom

Co.

Ltd.

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

44,800

974,651

Kakaku.com,

Inc.

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

63,600

969,139

1,943,790

Consumer

Discretionary

(3.1%):

Toyota

Motor

Corp.

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

117,600

2,296,387

ZOZO,

Inc.

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

30,300

933,267

3,229,654

Consumer

Staples

(1.2%):

Toyo

Suisan

Kaisha

Ltd.

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

18,200

1,234,320

Financials

(3.5%):

Mizuho

Financial

Group,

Inc.

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

68,800

1,679,743

Tokio

Marine

Holdings,

Inc.

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

54,900

1,970,446

3,650,189

Health

Care

(2.5%):

Hoya

Corp.

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

12,900

1,601,124

Shionogi

Co.

Ltd.

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

75,700

1,061,806

2,662,930

Industrials

(6.0%):

Fuji

Electric

Co.

Ltd.

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

22,200

1,186,963

MISUMI

Group,

Inc.

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

55,100

847,149

Mitsubishi

Heavy

Industries

Ltd.

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

120,700

1,683,195

Nippon

Yusen

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

36,600

1,218,293

Sanwa

Holdings

Corp.

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

52,100

1,439,180

6,374,780

Information

Technology

(3.4%):

Disco

Corp.

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

3,700

981,620

Fujitsu

Ltd.

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

71,600

1,257,887

Oracle

Corp.

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

13,900

1,330,447

3,569,954

Real

Estate

(0.9%):

Sumitomo

Realty

Development

Co.

Ltd.

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

30,700

954,824

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Utilities

(0.3%):

Tokyo

Gas

Co.

Ltd.

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

11,600

321,428

23,941,869

Netherlands

(6.6%):

Communication

Services

(1.3%):

Koninklijke

KPN

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

372,446

1,357,907

Financials

(1.6%):

ING

Groep

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

106,295

1,665,571

Industrials

(1.7%):

Wolters

Kluwer

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

10,890

1,809,052

Information

Technology

(2.0%):

ASM

International

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

2,320

1,341,197

ASML

Holding

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

1,182

827,794

2,168,991

7,001,521

New

Zealand

(0.8%):

Health

Care

(0.8%):

Fisher

Paykel

Healthcare

Corp.

Ltd.

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

36,949

793,867

Norway

(0.2%):

Energy

(0.2%):

Aker

ASA

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

13,043

256,541

Spain

(3.2%):

Communication

Services

(0.0%):(c)

Telefonica

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

Financials

(2.1%):

Banco

Bilbao

Vizcaya

Argentaria

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

223,782

2,189,265

Industrials

(1.1%):

Aena

SME

(b)

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

5,700

1,163,190

3,352,459

Sweden

(1.6%):

Industrials

(1.6%):

Atlas

Copco

Class

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

125,282

1,693,597

Switzerland

(10.6%):

Consumer

Staples

(2.6%):

Coca-Cola

HBC

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

36,759

1,255,564

Nestle

Registered

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

18,549

1,522,407

2,777,971

Financials

(2.8%):

Partners

Group

Holding

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

819

1,112,872

UBS

Group

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

60,044

1,839,061

2,951,933

Health

Care

(5.2%):

Novartis

Registered

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

27,436

2,672,125

Roche

Holding

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

9,919

2,774,489

5,446,614

11,176,518

United

Kingdom

(15.3%):

Consumer

Discretionary

(1.9%):

Greggs

PLC

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

27,095

945,413

PLC

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

9,437

1,119,264

2,064,677

Consumer

Staples

(3.9%):

Imperial

Brands

PLC

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

61,205

1,956,962

Unilever

PLC

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

38,725

2,200,037

4,156,999

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Energy

(2.8%):

PLC

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

175,637

868,034

Shell

PLC

(a)

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

66,462

2,071,365

2,939,399

Financials

(4.3%):

Barclays

PLC

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

659,036

2,204,263

HSBC

Holdings

PLC

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

199,286

1,957,302

Legal

General

Group

PLC

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

115,562

331,765

4,493,330

Materials

(1.5%):

Rio

Tinto

PLC

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

26,619

1,571,078

Utilities

(0.9%):

Centrica

PLC

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

553,382

923,105

16,148,588

Total

Common

Stocks

(Cost

$75,803,590)

102,648,426

Exchange-Traded

Funds

(0.1%)

United

States

(0.1%):

iShares

MSCI

EAFE

ETF

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

1,564

118,254

Total

Exchange-Traded

Funds

(Cost

$102,181)

118,254

Total

Investments

(Cost

$75,905,771)

—

97.4%

102,766,680

Other

assets

excess

liabilities

—

2.6%

2,742,080

NET

ASSETS

100.00%

105,508,760

(a)

Non-income

producing

security.

(b)

Rule

144A

security

other

security

that

restricted

resale

institutional

investors.

December

31,

2024,

the

fair

value

these

securities

was

$3,322,928

and

amounted

3.1%

net

assets.

(c)

Amount

represents

less

than

0.05%

net

assets.

ETF

—

Exchange-Traded

Fund

PLC

—

Public

Limited

Company

Statement

Assets

and

Liabilities

December

31,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

Assets:

Investments,

value

(Cost

$75,905,771)

102,766,680‌

Foreign

currency,

value

(Cost

$69,047)

68,912‌

Cash

1,866,236‌

Receivables:

Dividends,

interest,

and

securities

lending

income

14,395‌

Capital

issued

83,849‌

From

Adviser

33,505‌

Reclaims

877,920‌

Prepaid

expenses

223‌

Total

Assets

105,711,720‌

Liabilities:

Payables:

Capital

redeemed

52,362‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

73,168‌

Administration

fees

5,132‌

Custodian

fees

11,870‌

Sub-Transfer

agent

fees

28,360‌

Compliance

fees

70‌

Trustees'

fees

35‌

Other

accrued

expenses

31,963‌

Total

Liabilities

202,960‌

Commitments

and

contingencies

(Note

)

Net

Assets:

Capital

73,949,975‌

Total

accumulated

earnings

(loss)

31,558,785‌

Net

Assets

105,508,760‌

(unlimited

authorized

with

par

value

$0.001

per

share):

6,048,465‌

Net

asset

value:

.44‌

Statement

Operations

For

the

Year

Ended

December

31,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

Victory

International

VIP

Series

Investment

Income:

Dividends

3,865,139‌

Interest

61,660‌

Securities

lending

(net

fees)

1,510‌

Foreign

tax

withholding

(

423,321‌

)

Total

Income

3,504,988‌

Expenses:

Investment

advisory

fees

928,065‌

Administration

fees

62,644‌

Sub-Administration

fees

15,125‌

Custodian

fees

60,296‌

Transfer

agent

fees

294‌

Sub-Transfer

agent

fees

118,687‌

Trustees'

fees

8,558‌

Compliance

fees

1,022‌

Legal

and

audit

fees

22,605‌

Other

expenses

44,790‌

Total

Expenses

1,262,086‌

Expenses

waived/reimbursed

Adviser

(

183,563‌

)

Net

Expenses

1,078,523‌

Net

Investment

Income

(Loss)

2,426,465‌

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

7,440,418‌

Net

change

unrealized

appreciation/depreciation

investment

securities

and

foreign

currency

translations

(

2,972,940‌

)

Net

realized/unrealized

gains

(losses)

investments

4,467,478‌

Change

net

assets

resulting

from

operations

6,893,943‌

Victory

Variable

Insurance

Funds

Statements

Changes

Net

Assets

See

notes

financial

statements.

Victory

International

VIP

Series

Year

Ended

December

31,

2024

Year

Ended

December

31,

2023

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

2,426,465‌

2,336,584‌

Net

realized

gains

(losses)

7,440,418‌

1,159,937‌

Net

change

unrealized

appreciation/depreciation

(

2,972,940‌

)

17,787,845‌

Change

net

assets

resulting

from

operations

6,893,943‌

21,284,366‌

Change

net

assets

resulting

from

distributions

shareholders

(

3,216,769‌

)

(

3,135,641‌

)

Change

net

assets

resulting

from

capital

transactions

(

17,612,362‌

)

(

12,977,255‌

)

Change

net

assets

(

13,935,188‌

)

5,171,470‌

Net

Assets:

Beginning

period

119,443,948‌

114,272,478‌

End

period

105,508,760‌

119,443,948‌

Capital

Transactions:

Proceeds

from

issued

5,285,200‌

3,011,765‌

Distributions

reinvested

3,216,769‌

3,135,641‌

Cost

redeemed

(

26,114,331‌

)

(

19,124,661‌

)

Change

net

assets

resulting

from

capital

transactions

(

17,612,362‌

)

(

12,977,255‌

)

Transactions:

Issued

291,788‌

187,300‌

Reinvested

184,448‌

185,541‌

Redeemed

(

1,435,102‌

)

(

1,198,544‌

)

Change

(

958,866‌

)

(

825,703‌

)

Victory

Variable

Insurance

Funds

Financial

Highlights

For

Outstanding

Throughout

Each

Period

See

notes

financial

statements.

Victory

International

VIP

Series

Year

Ended

December

31,

2024

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Net

Asset

Value,

Beginning

Period

$17.05

$14.59

$19.33

$17.60

$17.48

Investment

Activities:

Net

investment

income

(loss)(a)

0.38

0.32

0.44

0.39

0.32

Net

realized

and

unrealized

gains

(losses)

0.56

2.60

(3.46)

2.13

0.75

Total

from

Investment

Activities

0.94

2.92

(3.02)

2.52

1.07

Distributions

Shareholders

from:

Net

investment

income

(0.55)

(0.46)

(0.42)

(0.37)

(0.45)

Net

realized

gains

—

(1.30)

(0.42)

(0.50)

Total

Distributions

(0.55)

(0.46)

(1.72)

(0.79)

(0.95)

Net

Asset

Value,

End

Period

$17.44

$17.05

$14.59

$19.33

$17.60

Total

Return(b)(c)

5.50%

20.02%

(15.81)%

14.37%

6.24%

Ratios

Average

Net

Assets:

Net

Expenses(d)

0.93%

Net

Investment

Income

(Loss)

2.09%

2.01%

2.71%

2.02%

Gross

Expenses(d)

1.09%

1.10%

1.01%

0.98%

Supplemental

Data:

Net

Assets

end

period

(000's)

$105,509

$119,444

$114,272

$150,255

$147,783

Portfolio

Turnover

20%

23%

27%

35%

54%

(a)

Per

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

method.

(b)

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.

(c)

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.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

any.

Notes

Financial

Statements

December

31,

2024

Victory

Variable

Insurance

Funds

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”),

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

December

31,

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

December

31,

2024

Victory

Variable

Insurance

Funds

of December

31,

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 December

31,

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

Level

Total

Victory

International

VIP

Series

Common

Stocks

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

—

102,648,426

—

102,648,426

Exchange-Traded

Funds

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

118,254

—

118,254

Total

....................................

118,254

102,648,426

—

102,766,680

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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.

December

31,

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

year

ended

December

31,

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

year

ended

December

31,

2024,

were

follows:

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

International

VIP

Series

......................................................

22,382,198

40,966,784

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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 year

ended

December

31,

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

year

ended

December

31,

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 year

ended

December

31,

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,

and

Victory

Portfolios

II,

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

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 year

ended

December

31,

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

year ended

December

31,

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 year

ended

December

31,

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.

December

31,

2024,

the

expense

limit (excluding

voluntary

waivers) was:

Net

Assets

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

December

31,

2024.

of December

31,

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 year

ended

December

31,

2024.

Certain

officers

and/or

interested

trustees

the

Fund

are

also

officers

and/or

employees

the

Adviser,

administrator,

fund

accountant,

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

securities

(including

depositary

receipts)

are

subject

political,

regulatory,

and

economic

risks

not

present

domestic

investments.

Foreign

securities

could

affected

factors

not

present

the

United

States,

including

expropriation,

confiscation

property,

and

difficulties

enforcing

contracts.

Compared

U.S.

companies,

there

generally

less

publicly

available

information

about

foreign

companies

and

there

may

less

governmental

regulation

and

supervision

foreign

companies.

Foreign

securities

generally

experience

volatility

than

their

domestic

counterparts.

Depositary

receipts

may

have

additional

risks,

including

creditworthiness

the

depositary

bank

and

the

risk

illiquid

market.

addition,

the

extent

investments

are

made

limited

number

countries,

events

those

countries

will

have

significant

impact

the

Fund.

Fluctuations

the

exchange

rates

between

the

U.S.

dollar

and

foreign

currencies,

currency

exchange

control

regulations,

and

restrictions

prohibitions

the

repatriation

foreign

currencies

may

negatively

affect

investment.

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

funds

the

Trust,

Victory

Variable

Insurance

Funds,

Victory

Portfolios,

and

Victory

Portfolios

III

(collectively,

the

"Victory

Funds

Complex"),

aggregate,

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 year

ended

December

31,

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

plus

1.10

percent.

Effective

June

25,

2024,

the

agreement

was

renewed

effect

until

April

30,

2025

Victory

International

VIP

Series

0.93%

Expires

2025

Expires

2026

Expires

2027

Total

Victory

International

VIP

Series

........................................

202,948

199,137

183,563

585,648

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

year

ended

December

31,

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

year

ended

December

31,

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.

December

31,

2024,

the

Statement

Assets

and

Liabilities,

there

were

permanent

book-to-tax

difference

reclassification

adjustments.

The

tax

character

distributions

paid

during

the

tax

years

ended,

noted

below,

were

follows

(total

distributions

paid

may

differ

from

the

Statements

Changes

Net

Assets

because,

for

tax

purposes,

dividends

are

recognized

when

actually

paid):

December

31,

2024,

the

components

accumulated

earnings/(loss)

tax

basis

were

follows:

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

attributable

primarily

tax

deferral

losses

wash

sales

and

passive

foreign

investment

company

adjustments.

of December

31,

2024,

the

Fund

had

capital

loss

carryforward

for

federal

income

tax

purposes.

During

the

tax

year

ended

December

31,

2024,

the

Fund

utilized the following capital

loss

carryforwards

(amounts

thousands):

Year

Ended

December

31,

2024

Distributions

Paid

From:

Ordinary

Income

Total

Distributions

Paid

Victory

International

VIP

Series

..............................................................

3,216,769

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Total

Distributions

Paid

Victory

International

VIP

Series

..............................................................

3,135,641

Undistributed

Ordinary

Income

Undistributed

Long-Term

Capital

Gains

Accumulated

Earnings

(Loss)

Other

Earnings

(Loss)

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Victory

International

VIP

Series

.......

2,480,910

6,062,257

8,543,167

(12,237)

23,027,855

31,558,785

Amount

Victory

International

VIP

Series

........................................................................

(1,120,240)

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

of December

31,

2024,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

follows:

New

Accounting

Pronouncement:

this

reporting

period,

the

Fund

adopted

FASB

Accounting

Standards

Update

2023-07,

Segment

Reporting

(Topic

280):

Improvements

Reportable

Segment

Disclosures.

Adoption

the

new

standard

impacted

financial

statement

disclosures

only

and

did

not

affect

the

Fund’s

financial

position

the

results

its

operations.

The

management

committee

the

Adviser

acts

the

Fund’s

Chief

Operating

Decision

Maker

(“CODM”).

The

Fund

represents

single

operating

segment,

the

CODM

monitors

the

operating

results

the

Fund

whole

and

the

Fund’s

long-term

strategic

asset

allocation

pre-determined

accordance

with

the

terms

its

prospectus,

based

defined

investment

strategy.

The

financial

information

the

form

the

Fund’s

portfolio

composition,

total

returns,

expense

ratios,

and

changes

net

assets,

which

are

used

the

CODM

assess

the

segment’s

performance

versus

the

Fund’s

comparative

benchmarks

and

make

resource

allocation

decisions

for

the

Fund’s

single

segment,

consistent

with

that

presented

within

the

Fund’s

financial

statements.

Segment

assets

are

reflected

the

accompanying

Statement

Assets

and

Liabilities

“total

assets”

and

significant

segment

expenses

are

listed

the

accompanying

Statement

Operations.

Cost

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Victory

International

VIP

Series

....................

79,738,825

30,364,350

(7,336,495)

23,027,855

Report

Independent

Registered

Public

Accounting

Firm

the

Shareholders

and

Board

Trustees

Victory

Variable

Insurance

Funds

Opinion

the

Financial

Statements

have

audited

the

accompanying

statement

assets

and

liabilities,

including

the

schedule

portfolio

investments,

Victory

International

VIP

Series

(the

“Fund”),

series

Victory

Variable

Insurance

Funds,

December

31,

2024,

the

statement

operations

for

the

year

then

ended,

the

statements

changes

net

assets

for

each

the

two

years

the

period

then

ended,

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

and

the

notes

(collectively

referred

the

“financial

statements”).

our

opinion,

the

financial

statements

present

fairly,

all

material

respects,

the

financial

position

the

Fund

December

31,

2024,

the

results

its

operations

for

the

year

then

ended,

the

changes

net

assets

for

each

the

two

years

the

period

then

ended,

and

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

conformity

with

accounting

principles

generally

accepted

the

United

States

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

the

Fund’s

management.

Our

responsibility

express

opinion

the

Fund’s

financial

statements

based

our

audits.

are

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

independent

with

respect

the

Fund

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

the

Securities

and

Exchange

Commission

and

the

PCAOB.

conducted

our

audits

accordance

with

the

standards

the

PCAOB.

Those

standards

require

that

plan

and

perform

the

audit

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

material

misstatement

whether

due

error

fraud.

Our

audits

included

performing

procedures

assess

the

risks

material

misstatement

the

financial

statements,

whether

due

error

fraud,

and

performing

procedures

that

respond

those

risks.

Such

procedures

included

examining,

test

basis,

evidence

regarding

the

amounts

and

disclosures

the

financial

statements.

Our

procedures

included

confirmation

securities

owned

December

31,

2024,

correspondence

with

the

custodian.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

management,

well

evaluating

the

overall

presentation

the

financial

statements.

believe

that

our

audits

provide

reasonable

basis

for

our

opinion.

have

served

the

auditor

one

investment

companies

advised

Victory

Capital

Management

Inc.

COHEN

COMPANY,

LTD.

Cleveland,

Ohio

February

13,

2025

Supplemental

Information

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Additional

Federal

Income

Tax

Information

For

the

fiscal

year

ended

December

31,

2024,

the

Fund

hereby

designates

the

maximum

amount

allowable

its

net

taxable

income

qualified

dividends

taxed

individual

net

capital

gain

rates.

Shareholders

will

notified

via

IRS

Form

1099

the

amounts

for

use

preparing

their

income

tax

return.

The

Fund

intends

elect

pass

through

shareholders

the

income

tax

credit

for

taxes

paid

foreign

countries.

Foreign

source

income

and

foreign

tax

expense

per

outstanding

December

31,

2024,

were $0.62

and

$0.06,

respectively.

Victory

Variable

Insurance

Funds

(Unaudited)

Supplemental

Information

—

continued

December

31,

2024

Considerations

the

Board

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

behalf

the

Fund

meeting,

which

was

called

for

that

purpose,

December

2024.

The

Board

also

considered

information

relating

the

Fund

and

the

Agreement

provided

throughout

the

year

and,

specifically,

the

meetings

October

21,

2024

and

December

2024.

considering

whether

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Fund

assist

evaluating

the

terms

the

Agreement.

response

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

the

continuation

the

Agreement.

The

Board,

including

the

Independent

Trustees,

evaluated

this

information

along

with

other

information

obtained

throughout

the

year

and

was

advised

legal

counsel

the

Fund

and

independent

legal

counsel

the

Independent

Trustees.

The

Board

considered

the

Fund’s

advisory

fee,

expense

ratio

and

investment

performance

significant

factors

determining

whether

the

Agreement

should

continued.

considering

whether

the

compensation

paid

the

Adviser

was

fair

and

reasonable,

the

Board

also

evaluated,

among

other

things,

the

following

factors:

The

requirements

the

Fund

for

the

services

provided

the

Adviser;

The

nature,

quality

and

extent

the

services

provided

and

expected

provided;

The

performance

the

Fund

compared

comparable

funds;

The

fees

payable

for

the

services

and

whether

the

fee

arrangements

provided

for

economies

scale

that

would

benefit

Fund

shareholders

the

Fund

grows

(acknowledging

that

economies

scale

can

complex

assess

and

typically

are

not

directly

measurable)

and

whether

breakpoints

would

appropriate;

Whether

the

fee

would

sufficient

enable

the

Adviser

attract

and

retain

experienced

personnel

and

continue

provide

quality

services

the

Fund;

The

fees

paid

other

clients

the

Adviser

whose

accounts

are

managed

similar

investment

style

and

any

differences

the

services

provided

the

other

clients

compared

those

provided

the

Fund;

The

total

expenses

the

Fund;

Management’s

commitment

operating

the

Fund

competitive

expense

levels;

The

profitability

the

Adviser

(as

reflected

comparing

fees

earned

against

estimate

the

Adviser’s

costs)

with

respect

the

Adviser’s

relationship

with

the

Fund;

Research

and

other

service

benefits

received

the

Adviser

obtained

through

payment

client

commissions

for

securities

transactions;

Other

benefits

received

the

Adviser,

and

its

affiliates,

including

revenues

paid

the

Adviser,

its

affiliates,

the

Fund

for

administration

and

fund

accounting

services,

and

distribution;

The

capabilities

and

financial

condition

the

Adviser;

Current

economic

and

industry

trends;

and

The

historical

relationship

between

the

Fund

and

the

Adviser.

The

Board

reviewed

the

Fund’s

gross

management

fee,

comprised

the

advisory

fee

plus

the

administrative

services

fee

paid

the

Adviser,

the

context

the

Adviser’s

business

and

services

with

respect

the

Fund

individually

and

with

respect

all

the

funds

whole.

The

Board

retained

independent,

third-party

consultant

provide

comparative

information

about

fees,

expenses

and

performance,

and

design

and

maintain

database

relevant

information

designed

assist

the

Board

retrieving

and

analyzing

comparative

information.

The

Board

met

with

the

consultant

review

its

inputs

and

methodologies,

among

other

things.

The

Board

compared

the

Fund’s

gross

management

fee

and

total

operating

expense

ratio

net

and

gross

basis

with

the

median

gross

management

fee

and

median

expense

ratio

universe

comparable

mutual

funds

compiled

the

consultant,

and

peer

group

funds

selected

that

consultant

from

the

universe.

The

Board

reviewed

the

factors

and

methodology

used

the

consultant

the

selection

the

Fund’s

peer

group,

including

the

consultant’s

selection

broad

universe

funds,

the

specific

universe

comparable

funds,

and

peer

groups

funds

with

comparable

investment

strategies

and

asset

levels,

among

other

factors.

The

Board

also

reviewed

any

changes

the

consultant’s

methodology

compared

the

prior

year,

including

those

resulting

from

the

Adviser’s

input,

any.

The

Board

also

reviewed

fees

and

other

information

the

Adviser’s

management

similarly

managed

institutional

private

accounts,

and

the

differences

the

services

provided

the

other

accounts.

The

Board

noted

that

the

advisory

fee

arrangement

for

the

Fund

does

not

include

breakpoints,

which

would

structure

that

results

reduced

fees

fund

grows.

The

Board

also

considered

the

Adviser’s

commitment

limit

expenses

discussed

detail

below.

prior

years,

evaluating

the

Adviser’s

performance,

the

Board

also

considered

how

the

Adviser

addressed

challenges

changing

market

conditions

and

legal

and

regulatory

developments

affecting

the

Fund.

help

evaluate

the

fees

and

expenses

the

Fund

relation

funds

peer

group

selected

independent

third-party

consultant,

the

Board

requested,

and

the

Adviser

provided,

supplemental

information

about

fee

levels

and

the

nature

the

services

provided

described

greater

detail

below.

The

Board

considered

factors

that

contributed

the

Fund’s

management

fee

the

Fund’s

total

expenses,

including,

among

other

things,

whether

the

Fund

requires

specific

specialized

portfolio

management,

administration

oversight

needs;

the

size

the

Fund’s

assets

relation

its

peers;

whether

the

Fund

has

experienced

sustained

redemptions

leading

decreased

assets;

and

the

factors

that

resulted

in,

for

example,

rapid

recent

changes

expenses.

The

Board

also

considered

the

extent

which

the

Adviser

waives

management

fees

and/

reimburses

any

expenses.

Supplemental

Information

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

Board

also

reviewed

the

compliance

and

administrative

services

provided

the

Fund

the

Adviser

and

its

affiliates,

including

the

Adviser’s

oversight

the

Fund’s

day-to-day

operations

and

oversight

Fund

accounting,

assistance

meeting

legal

and

regulatory

requirements,

and

other

services

necessary

for

the

operation

the

Fund

and

the

Trust.

The

Board

reviewed

the

Fund’s

performance

over

one-,

three-,

five-

and

ten-year

periods

(as

applicable)

against

the

performance

the

Fund’s

selected

peer

group

and

benchmark

index.

The

Board

recognized

that

the

performance

the

Fund

and

the

peer

group

funds

are

net

expenses,

while

the

performance

the

benchmark

index

reflects

gross

returns.

When

the

Fund

underperformed

the

funds

its

selected

peer

group

and/or

benchmark

index

for

any

the

periods

reported,

the

Board

considered

the

magnitude

and

duration

that

underperformance

relative

the

selected

peer

group

and/or

benchmark

index

(e.g.,

the

amount

which

the

Fund

underperformed,

including,

for

example,

whether

the

Fund

slightly

underperformed

significantly

underperformed

its

benchmark

both

absolute

and

relative

terms).

the

Fund

underperformed

the

selected

peer

group

and/or

benchmark

index

for

multiple

periods

time,

the

Board

further

inquired

into

the

circumstances

its

underperformance,

including

with

respect

significant

differences

investment

strategy

securities

exposure

the

Fund

compared

its

benchmark

index

and

selected

peer

group.

these

cases,

the

Board

discussed

with

the

Adviser

the

Fund’s

performance,

potential

reasons

for

the

relative

performance,

and,

necessary,

steps

that

the

Adviser

had

taken,

intends

take,

improve

performance,

including,

appropriate,

matters

relating

staffing

levels,

and

portfolio

trading

strategies,

among

other

things.

When

the

Fund’s

gross

management

fee,

net

management

fee

(gross

management

fees

less

any

fees

waived

expenses

reimbursed

the

Adviser)

total

net

expenses

ranked

the

fourth

quartile

(most

expensive),

the

Board

considered

the

magnitude

differences

relative

the

selected

peer

group

(e.g.,

the

amount

which

the

Fund’s

expenses

differed,

including,

for

example,

whether

the

Fund’s

fees

and

expenses

were

slightly

significantly

higher

compared

funds

its

selected

peer

group).

The

Board

also

met

with

the

portfolio

managers

the

Fund

during

the

months

prior

voting

the

contract

renewal

discuss

the

Fund’s

performance,

and

received

report

each

quarter

the

Fund’s

performance,

among

other

things,

from

the

Adviser’s

President

Investment

Franchises

Solutions

and

Head

Product

Strategy.

The

Board

also

considered

the

Adviser’s

responsiveness

with

respect

the

relative

performance.

The

Board

recognized

that

the

performance

data

reflects

period

particular

date

and

that

selecting

different

performance

period

could

produce

significantly

different

results.

The

Board

further

acknowledged

that

long-term

performance

could

affected

even

one

period

significant

outperformance

underperformance.

this

regard,

the

Board

noted

that

performance,

especially

short-term

performance,

only

one

the

factors

that

deems

relevant

its

consideration

the

Agreement.

The

Board

reviewed

various

other

specific

factors

with

respect

the

Fund,

described

below.

their

deliberations,

the

Trustees

did

not

rank

the

importance

any

particular

information

factor

considered

and

each

Trustee

may

have

attributed

different

weights

various

factors.

Performance.

The

Board

compared

the

Fund’s

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2024,

that

the

median

performance

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

outperformed

the

benchmark

index

for

all

the

periods

reviewed,

outperformed

the

peer

group

median

for

the

one-,

three-

and

ten-year

periods,

and

underperformed

the

peer

group

median

for

the

five-year

period.

Fees

and

Expenses.

The

Board

considered

that,

compared

other

funds

the

Fund’s

peer

group,

the

Fund’s

gross

management

fee

ranked

the

fourth

quartile

(most

expensive),

the

Fund’s

net

management

fee

(gross

management

fees

less

any

fees

waived

expenses

reimbursed

the

Adviser)

ranked

the

second

quartile

and

the

Fund’s

total

net

expenses

ranked

the

fourth

quartile

(most

expensive).

The

Board

also

considered

that

the

Fund

benefited

from

contractual

agreement

with

the

Adviser

pursuant

which

the

Adviser

waives

and/or

reimburses

expenses,

and

that

believed

that

the

waivers

and/or

reimbursements

likely

would

stabilize

the

Fund’s

expenses

during

that

period.

evaluating

the

Agreement,

the

Board

considered,

addition

those

considerations

described

above

and

among

other

things:

(1)

the

Fund’s

management

fee

compared

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

limit

the

expenses

for

period

time

likely

would

stabilize

the

Fund’s

expenses

during

that

period;

and

(4)

any

discussions

the

Board

had

with

the

Adviser

outlined

above.

Taking

these

factors,

among

others,

into

consideration,

the

Board

concluded

that

the

Agreement

continued

the

best

interests

the

Fund’s

shareholders.

Conclusion

Based

its

review

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

determined

that:

(i)

the

Adviser’s

services

benefitted

the

Fund’s

shareholders,

particularly

light

the

nature

the

Fund

and

the

services

required

support

the

Fund;

(ii)

was

generally

satisfied

with

the

nature,

quality

and

extent

the

services

provide

the

Adviser

the

Fund;

and

(iii)

the

Agreement,

behalf

the

Fund

discussed

above,

was

consistent

with

the

best

interests

the

Fund

and

its

shareholders.

Accordingly,

the

Board

unanimously

approved

the

Agreement,

behalf

the

Fund,

for

additional

annual

period

the

basis

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

the

investment

advisory

fee

payable

the

Adviser

under

the

Agreement

light

the

investment

advisory

services

provided,

the

costs

these

services,

the

profitability

the

Adviser’s

relationship

with

the

Fund

and

the

comparability

the

fee

paid

the

fees

paid

other

investment

companies;

The

nature,

quality

and

extent

the

investment

advisory

services

provided

the

Adviser;

The

Adviser’s

entrepreneurial

commitment

the

management

the

Fund

and

the

creation

broad-based

family

funds,

which

entails

substantial

commitment

the

Adviser’s

resources

the

successful

operation

the

Fund;

Supplemental

Information

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

Adviser’s

representations

regarding

its

staffing

and

capabilities

manage

the

Fund,

including

the

retention

personnel

with

relevant

portfolio

management

experience;

The

Adviser’s

efforts

enhance

investment

results

by,

among

other

things,

developing

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

the

Adviser.

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-AR

(12/24)

December

31,

2024

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,

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anywhere

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The

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includes:

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Visit

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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

Report

Independent

Registered

Public

Accounting

Firm

Supplemental

Information

(Unaudited)

Additional

Federal

Income

Tax

Information

Advisory

Contract

Approval

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

December

31,

2024

Victory

Variable

Insurance

Funds

Victory

Large

Cap

Alpha

VIP

Series

See

notes

financial

statements.

Security

Description

Value

Common

Stocks

(95.8%)

Communication

Services

(6.9%):

Alphabet,

Inc.

Class

...................................................

101,570

19,227,201

Take-Two

Interactive

Software,

Inc.

(a)

........................................

75,560

13,909,085

TKO

Group

Holdings,

Inc.

(a)

..............................................

152,480

21,668,933

54,805,219

Consumer

Discretionary

(3.2%):

LKQ

Corp.

...........................................................

446,040

16,391,970

Mattel,

Inc.

(a)

.........................................................

507,540

8,998,684

25,390,654

Consumer

Staples

(7.6%):

Keurig

Dr.

Pepper,

Inc.

...................................................

729,110

23,419,013

Mondelez

International,

Inc.

Class

.........................................

240,850

14,385,970

U.S.

Foods

Holding

Corp.

(a)

...............................................

342,610

23,112,471

60,917,454

Energy

(6.9%):

ConocoPhillips

Co.

.....................................................

144,684

14,348,312

Enterprise

Products

Partners

.............................................

540,060

16,936,282

Exxon

Mobil

Corp.

.....................................................

223,050

23,993,489

55,278,083

Financials

(22.8%):

Cboe

Global

Markets,

Inc.

................................................

103,000

20,126,200

Citigroup,

Inc.

.........................................................

430,680

30,315,565

Everest

Group

Ltd.

......................................................

43,920

15,919,243

Fairfax

Financial

Holdings

Ltd.

.............................................

12,000

16,697,975

JPMorgan

Chase

Co.

..................................................

68,670

16,460,886

KeyCorp

.............................................................

1,644,340

28,183,988

The

Goldman

Sachs

Group,

Inc.

............................................

34,810

19,932,902

The

PNC

Financial

Services

Group,

Inc.

......................................

99,470

19,182,790

The

Progressive

Corp.

...................................................

64,430

15,438,072

182,257,621

Health

Care

(16.3%):

AbbVie,

Inc.

..........................................................

86,010

15,283,977

HealthCare

Technologies,

Inc.

...........................................

94,670

7,401,301

Johnson

.....................................................

72,740

10,519,659

McKesson

Corp.

.......................................................

20,960

11,945,313

Medtronic

PLC

........................................................

177,700

14,194,676

Merck

Co.,

Inc.

......................................................

199,830

19,879,088

Teva

Pharmaceutical

Industries

Ltd.

ADR

(a)

...................................

968,250

21,340,230

The

Cigna

Group

.......................................................

59,220

16,353,011

UnitedHealth

Group,

Inc.

.................................................

27,065

13,691,101

130,608,356

Industrials

(15.2%):

FedEx

Corp.

..........................................................

52,120

14,662,919

General

Dynamics

Corp.

..................................................

28,310

7,459,402

Johnson

Controls

International

PLC

..........................................

133,240

10,516,633

Leidos

Holdings,

Inc.

....................................................

56,860

8,191,252

PACCAR,

Inc.

.........................................................

105,955

11,021,439

Parker-Hannifin

Corp.

...................................................

14,820

9,425,965

Regal

Rexnord

Corp.

....................................................

48,470

7,519,151

RTX

Corp.

............................................................

77,351

8,951,058

Sensata

Technologies

Holding

PLC

..........................................

410,950

11,260,030

SS&C

Technologies

Holdings,

Inc.

..........................................

262,940

19,925,593

The

Toro

Co.

..........................................................

152,830

12,241,683

121,175,125

Information

Technology

(8.7%):

Amphenol

Corp.

Class

.................................................

137,920

9,578,544

Analog

Devices,

Inc.

....................................................

49,380

10,491,275

Victory

Variable

Insurance

Funds

Victory

Large

Cap

Alpha

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Applied

Materials,

Inc.

...................................................

44,990

7,316,724

Corpay,

Inc.

(a)

.........................................................

46,290

15,665,462

Salesforce,

Inc.

........................................................

36,930

12,346,807

Zebra

Technologies

Corp.

(a)

...............................................

36,280

14,012,061

69,410,873

Materials

(3.0%):

PPG

Industries,

Inc.

.....................................................

108,020

12,902,989

Sealed

Air

Corp.

.......................................................

328,510

11,113,493

24,016,482

Real

Estate

(2.3%):

Alexandria

Real

Estate

Equities,

Inc.

.........................................

84,360

8,229,318

Equity

LifeStyle

Properties,

Inc.

............................................

156,430

10,418,238

18,647,556

Utilities

(2.9%):

Exelon

Corp.

..........................................................

425,640

16,021,090

Vistra

Corp.

...........................................................

50,819

7,006,415

23,027,505

Total

Common

Stocks

(Cost

$584,271,384)

765,534,928

Total

Investments

(Cost

$584,271,384)

—

95.8%

765,534,928

Other

assets

excess

liabilities

—

4.2%

33,920,004

NET

ASSETS

100.00%

799,454,932

December

31,

2024,

the

Fund's

investments

foreign

securities

were

8.5%

net

assets.

(a)

Non-income

producing

security.

ADR

—

American

Depositary

Receipt

—

Limited

Partnership

PLC

—

Public

Limited

Company

Statement

Assets

and

Liabilities

December

31,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

Victory

Large

Cap

Alpha

VIP

Series

Assets:

Investments,

value

(Cost

$584,271,384)

765,534,928‌

Cash

33,611,477‌

Receivables:

Dividends

and

interest

1,253,035‌

Capital

issued

77,195‌

From

Adviser

154,939‌

Prepaid

expenses

1,518‌

Total

Assets

800,633,092‌

Liabilities:

Payables:

Capital

redeemed

512,737‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

346,651‌

Administration

fees

38,870‌

Custodian

fees

6,194‌

Transfer

agent

fees

5‌

Sub-Transfer

agent

fees

202,248‌

Compliance

fees

564‌

Trustees'

fees

262‌

Other

accrued

expenses

70,629‌

Total

Liabilities

1,178,160‌

Commitments

and

contingencies

(Note

)

Net

Assets:

Capital

478,223,855‌

Total

accumulated

earnings

(loss)

321,231,077‌

Net

Assets

799,454,932‌

(unlimited

authorized

with

par

value

$0.001

per

share):

15,900,604‌

Net

asset

value:

.28‌

Statement

Operations

For

the

Year

Ended

December

31,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

Victory

Large

Cap

Alpha

VIP

Series

Investment

Income:

Dividends

16,101,997‌

Interest

742,760‌

Foreign

tax

withholding

(

81,878‌

)

Total

Income

16,762,879‌

Expenses:

Investment

advisory

fees

4,117,536‌

Administration

fees

445,652‌

Sub-Administration

fees

15,125‌

Custodian

fees

36,442‌

Transfer

agent

fees

278‌

Sub-Transfer

agent

fees

834,188‌

Trustees'

fees

48,116‌

Compliance

fees

7,196‌

Legal

and

audit

fees

80,168‌

Other

expenses

29,409‌

Total

Expenses

5,614,110‌

Expenses

waived/reimbursed

Adviser

(

1,084,688‌

)

Net

Expenses

4,529,422‌

Net

Investment

Income

(Loss)

12,233,457‌

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

125,145,992‌

Net

change

unrealized

appreciation/depreciation

investment

securities

22,978,869‌

Net

realized/unrealized

gains

(losses)

investments

148,124,861‌

Change

net

assets

resulting

from

operations

160,358,318‌

Victory

Variable

Insurance

Funds

Statements

Changes

Net

Assets

See

notes

financial

statements.

Victory

Large

Cap

Alpha

VIP

Series

Year

Ended

December

31,

2024

Year

Ended

December

31,

2023

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

12,233,457‌

9,458,425‌

Net

realized

gains

(losses)

125,145,992‌

36,504,729‌

Net

change

unrealized

appreciation/depreciation

22,978,869‌

53,208,654‌

Change

net

assets

resulting

from

operations

160,358,318‌

99,171,808‌

Change

net

assets

resulting

from

distributions

shareholders

(

39,725,713‌

)

(

66,537,672‌

)

Change

net

assets

resulting

from

capital

transactions

(

109,833,280‌

)

(

21,008,210‌

)

Change

net

assets

10,799,325‌

11,625,926‌

Net

Assets:

Beginning

period

788,655,607‌

777,029,681‌

End

period

799,454,932‌

788,655,607‌

Capital

Transactions:

Proceeds

from

issued

9,411,822‌

20,809,694‌

Distributions

reinvested

39,725,713‌

66,537,672‌

Cost

redeemed

(

158,970,815‌

)

(

108,355,576‌

)

Change

net

assets

resulting

from

capital

transactions

(

109,833,280‌

)

(

21,008,210‌

)

Transactions:

Issued

194,826‌

483,373‌

Reinvested

772,747‌

1,534,298‌

Redeemed

(

3,211,759‌

)

(

2,489,890‌

)

Change

(

2,244,186‌

)

(

472,219‌

)

Victory

Variable

Insurance

Funds

Financial

Highlights

For

Outstanding

Throughout

Each

Period

See

notes

financial

statements.

Victory

Large

Cap

Alpha

VIP

Series

Year

Ended

December

31,

2024

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Net

Asset

Value,

Beginning

Period

$43.46

$41.74

$54.34

$44.49

$48.27

Investment

Activities:

Net

investment

income

(loss)(a)

0.74

0.53

0.57

0.75

0.62

Net

realized

and

unrealized

gains

(losses)

8.67

5.13

(2.78)

9.69

(0.90)

Total

from

Investment

Activities

9.41

5.66

(2.21)

10.44

(0.28)

Distributions

Shareholders

from:

Net

investment

income

(0.68)

(0.55)

(0.61)

(0.59)

(0.56)

Net

realized

gains

(1.91)

(3.39)

(9.78)

—

(2.94)

Total

Distributions

(2.59)

(3.94)

(10.39)

(0.59)

(3.50)

Net

Asset

Value,

End

Period

$50.28

$43.46

$41.74

$54.34

$44.49

Total

Return(b)(c)

21.54%

13.69%

(4.33)%

23.49%

(0.44)%

Ratios

Average

Net

Assets:

Net

Expenses(d)

0.55%

Net

Investment

Income

(Loss)

1.49%

1.22%

1.10%

1.47%

Gross

Expenses(d)

0.68%

0.70%

0.72%

0.73%

0.74%

Supplemental

Data:

Net

Assets

end

period

(000's)

$799,455

$788,656

$777,030

$951,968

$901,190

Portfolio

Turnover

25%

40%

60%

51%(e)

101%

(a)

Per

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

method.

(b)

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.

(c)

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.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

any.

(e)

Reflects

return

normal

trading

levels

after

prior-year

transition.

Notes

Financial

Statements

December

31,

2024

Victory

Variable

Insurance

Funds

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

December

31,

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

December

31,

2024

Victory

Variable

Insurance

Funds

of December

31,

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

reclassified

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 December

31,

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

............................

765,534,928

—

765,534,928

Total

....................................

765,534,928

—

765,534,928

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

year

ended

December

31,

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

year

ended

December

31,

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 year

ended

December

31,

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

year

ended

December

31,

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 year

ended

December

31,

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,

and

Victory

Portfolios

II,

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

2024,

are

reflected

the

Statement

Operations

Compliance

fees.

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

Large

Cap

Alpha

VIP

Series

...................................................

201,059,744

351,650,051

Net

Assets

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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 year

ended

December

31,

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

year ended

December

31,

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 year

ended

December

31,

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.

December

31,

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

December

31,

2024.

of December

31,

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 year

ended

December

31,

2024.

Certain

officers

and/or

interested

trustees

the

Fund

are

also

officers

and/or

employees

the

Adviser,

administrator,

fund

accountant,

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

2025

Expires

2026

Expires

2027

Total

Victory

Large

Cap

Alpha

VIP

Series

.....................................

1,406,467

1,185,892

1,084,688

3,677,047

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

many

other

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.

Sector Focus

Risk

—

While

the

Fund

reserves

the

right

dynamically

allocate

its

assets

across

economic

sectors,

listed

below

are

some

the

risks

associated

with

the

sectors

which

the

Fund

may

make

significant

investments.

Market

economic

factors

impacting

those

sectors

could

have

significant

effect

the

value

the

Fund's

investments

and

could

make

the

Fund's

performance

volatile.

Financials Sector Risk

—

Companies

the

financials

sector

are

subject

extensive

government

regulation,

which

may

limit

both

the

amounts

and

types

loans

and

other

financial

commitments

that

companies

this

sector

can

make,

and

the

interest

rates

and

fees

that

these

companies

can

charge.

Profitability

can

largely

dependent

the

availability

and

cost

capital

and

the

rate

corporate

and

consumer

debt

defaults,

and

can

fluctuate

significantly

when

interest

rates

change.

Financial

difficulties

borrowers

can

negatively

affect

the

financials

sector.

Insurance

companies

can

subject

severe

price

competition.

The

financials

sector

can

subject

relatively

rapid

change

dis-

tinctions

between

financial

service

segments

become

increasingly

blurred.

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

funds

the

Trust,

Victory

Variable

Insurance

Funds,

Victory

Portfolios,

and

Victory

Portfolios

III

(collectively,

the

"Victory

Funds

Complex"),

aggregate,

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 year

ended

December

31,

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

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

year

ended

December

31,

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

year

ended

December

31,

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.

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

December

31,

2024,

the

Statement

Assets

and

Liabilities,

result

permanent

book-to-tax

differences,

reclassification

adjustments

were

follows:

The

tax

character

distributions

paid

during

the

tax

years

ended,

noted

below,

were

follows

(total

distributions

paid

may

differ

from

the

Statements

Changes

Net

Assets

because,

for

tax

purposes,

dividends

are

recognized

when

actually

paid):

December

31,

2024,

the

components

accumulated

earnings

(loss)

tax

basis

were

follows:

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

attributable

primarily

tax

deferral

losses

wash

sales

and

partnership

basis

adjustments.

of December

31,

2024,

the

Fund

had

capital

loss

carryforward

for

federal

income

tax

purposes.

of December

31,

2024,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

follows:

New

Accounting

Pronouncement:

this

reporting

period,

the

Fund

adopted

FASB

Accounting

Standards

Update

2023-07,

Segment

Reporting

(Topic

280):

Improvements

Reportable

Segment

Disclosures.

Adoption

the

new

standard

impacted

financial

statement

disclosures

only

and

did

not

affect

the

Fund’s

financial

position

the

results

its

operations.

The

management

committee

the

Adviser

acts

the

Fund’s

Chief

Operating

Decision

Maker

(“CODM”).

The

Fund

represents

single

operating

segment,

the

CODM

monitors

the

operating

results

the

Fund

whole

and

the

Fund’s

long-term

strategic

asset

allocation

pre-determined

accordance

with

the

terms

its

prospectus,

based

defined

investment

strategy.

The

financial

information

the

form

the

Fund’s

portfolio

composition,

total

returns,

expense

ratios,

and

changes

net

assets,

which

are

used

the

CODM

assess

the

segment’s

performance

versus

the

Fund’s

comparative

benchmarks

and

make

resource

allocation

decisions

for

the

Fund’s

single

segment,

consistent

with

that

presented

within

the

Fund’s

financial

statements.

Segment

assets

are

reflected

the

accompanying

Statement

Assets

and

Liabilities

“total

assets”

and

significant

segment

expenses

are

listed

the

accompanying

Statement

Operations.

Total

Accumulated

Earnings

(Loss)

Capital

Victory

Large

Cap

Alpha

VIP

Series

...........................................................

3,114

(3,114)

Year

Ended

December

31,

2024

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

Victory

Large

Cap

Alpha

VIP

Series

..............................................

10,650,646

29,075,067

39,725,713

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

Victory

Large

Cap

Alpha

VIP

Series

..............................................

9,838,754

56,698,918

66,537,672

Undistributed

Ordinary

Income

Undistributed

Long-Term

Capital

Gains

Accumulated

Earnings

(Loss)

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Victory

Large

Cap

Alpha

VIP

Series

.................

16,976,678

119,858,425

136,835,103

184,395,974

321,231,077

Cost

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Victory

Large

Cap

Alpha

VIP

Series

.................

581,138,954

203,608,207

(19,212,233)

184,395,974

Report

Independent

Registered

Public

Accounting

Firm

the

Shareholders

and

Board

Trustees

Victory

Variable

Insurance

Funds

Opinion

the

Financial

Statements

have

audited

the

accompanying

statement

assets

and

liabilities,

including

the

schedule

portfolio

investments,

Victory

Large

Cap

Alpha

VIP

Series

(the

“Fund”),

series

Victory

Variable

Insurance

Funds,

December

31,

2024,

the

statement

operations

for

the

year

then

ended,

the

statements

changes

net

assets

for

each

the

two

years

the

period

then

ended,

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

and

the

notes

(collectively

referred

the

“financial

statements”).

our

opinion,

the

financial

statements

present

fairly,

all

material

respects,

the

financial

position

the

Fund

December

31,

2024,

the

results

its

operations

for

the

year

then

ended,

the

changes

net

assets

for

each

the

two

years

the

period

then

ended,

and

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

conformity

with

accounting

principles

generally

accepted

the

United

States

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

the

Fund’s

management.

Our

responsibility

express

opinion

the

Fund’s

financial

statements

based

our

audits.

are

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

independent

with

respect

the

Fund

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

the

Securities

and

Exchange

Commission

and

the

PCAOB.

conducted

our

audits

accordance

with

the

standards

the

PCAOB.

Those

standards

require

that

plan

and

perform

the

audit

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

material

misstatement

whether

due

error

fraud.

Our

audits

included

performing

procedures

assess

the

risks

material

misstatement

the

financial

statements,

whether

due

error

fraud,

and

performing

procedures

that

respond

those

risks.

Such

procedures

included

examining,

test

basis,

evidence

regarding

the

amounts

and

disclosures

the

financial

statements.

Our

procedures

included

confirmation

securities

owned

December

31,

2024,

correspondence

with

the

custodian.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

management,

well

evaluating

the

overall

presentation

the

financial

statements.

believe

that

our

audits

provide

reasonable

basis

for

our

opinion.

have

served

the

auditor

one

the

investment

companies

advised

Victory

Capital

Management,

Inc.

since

2015.

COHEN

COMPANY,

LTD.

Cleveland,

Ohio

February

13,

2025

Supplemental

Information

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Additional

Federal

Income

Tax

Information

For

the

fiscal

year

ended

December

31,

2024,

the

Fund

hereby

designates

the

maximum

amount

allowable

its

net

taxable

income

qualified

dividends

taxed

individual

net

capital

gain

rates.

Shareholders

will

notified

via

IRS

Form

1099

the

amounts

for

use

preparing

their

income

tax

return.

Dividends

qualified

for

corporate

dividends

received

deductions

96%.

For

the

year

ended

December

31,

2024,

the

Fund

designated

long-term

capital

gain

distributions

the

amount

$29,075,067.

Victory

Variable

Insurance

Funds

(Unaudited)

Supplemental

Information

—

continued

December

31,

2024

Considerations

the

Board

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

behalf

the

Fund

meeting,

which

was

called

for

that

purpose,

December

2024.

The

Board

also

considered

information

relating

the

Fund

and

the

Agreement

provided

throughout

the

year

and,

specifically,

the

meetings

October

21,

2024

and

December

2024.

considering

whether

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Fund

assist

evaluating

the

terms

the

Agreement.

response

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

the

continuation

the

Agreement.

The

Board,

including

the

Independent

Trustees,

evaluated

this

information

along

with

other

information

obtained

throughout

the

year

and

was

advised

legal

counsel

the

Fund

and

independent

legal

counsel

the

Independent

Trustees.

The

Board

considered

the

Fund’s

advisory

fee,

expense

ratio

and

investment

performance

significant

factors

determining

whether

the

Agreement

should

continued.

considering

whether

the

compensation

paid

the

Adviser

was

fair

and

reasonable,

the

Board

also

evaluated,

among

other

things,

the

following

factors:

The

requirements

the

Fund

for

the

services

provided

the

Adviser;

The

nature,

quality

and

extent

the

services

provided

and

expected

provided;

The

performance

the

Fund

compared

comparable

funds;

The

fees

payable

for

the

services

and

whether

the

fee

arrangements

provided

for

economies

scale

that

would

benefit

Fund

shareholders

the

Fund

grows

(acknowledging

that

economies

scale

can

complex

assess

and

typically

are

not

directly

measurable)

and

whether

breakpoints

would

appropriate;

Whether

the

fee

would

sufficient

enable

the

Adviser

attract

and

retain

experienced

personnel

and

continue

provide

quality

services

the

Fund;

The

fees

paid

other

clients

the

Adviser

whose

accounts

are

managed

similar

investment

style

and

any

differences

the

services

provided

the

other

clients

compared

those

provided

the

Fund;

The

total

expenses

the

Fund;

Management’s

commitment

operating

the

Fund

competitive

expense

levels;

The

profitability

the

Adviser

(as

reflected

comparing

fees

earned

against

estimate

the

Adviser’s

costs)

with

respect

the

Adviser’s

relationship

with

the

Fund;

Research

and

other

service

benefits

received

the

Adviser

obtained

through

payment

client

commissions

for

securities

transactions;

Other

benefits

received

the

Adviser,

and

its

affiliates,

including

revenues

paid

the

Adviser,

its

affiliates,

the

Fund

for

administration

and

fund

accounting

services,

and

distribution;

The

capabilities

and

financial

condition

the

Adviser;

Current

economic

and

industry

trends;

and

The

historical

relationship

between

the

Fund

and

the

Adviser.

The

Board

reviewed

the

Fund’s

gross

management

fee,

comprised

the

advisory

fee

plus

the

administrative

services

fee

paid

the

Adviser,

the

context

the

Adviser’s

business

and

services

with

respect

the

Fund

individually

and

with

respect

all

the

funds

whole.

The

Board

retained

independent,

third-party

consultant

provide

comparative

information

about

fees,

expenses

and

performance,

and

design

and

maintain

database

relevant

information

designed

assist

the

Board

retrieving

and

analyzing

comparative

information.

The

Board

met

with

the

consultant

review

its

inputs

and

methodologies,

among

other

things.

The

Board

compared

the

Fund’s

gross

management

fee

and

total

operating

expense

ratio

net

and

gross

basis

with

the

median

gross

management

fee

and

median

expense

ratio

universe

comparable

mutual

funds

compiled

the

consultant,

and

peer

group

funds

selected

that

consultant

from

the

universe.

The

Board

reviewed

the

factors

and

methodology

used

the

consultant

the

selection

the

Fund’s

peer

group,

including

the

consultant’s

selection

broad

universe

funds,

the

specific

universe

comparable

funds,

and

peer

groups

funds

with

comparable

investment

strategies

and

asset

levels,

among

other

factors.

The

Board

also

reviewed

any

changes

the

consultant’s

methodology

compared

the

prior

year,

including

those

resulting

from

the

Adviser’s

input,

any.

The

Board

also

reviewed

fees

and

other

information

the

Adviser’s

management

similarly

managed

institutional

private

accounts,

and

the

differences

the

services

provided

the

other

accounts.

The

Board

noted

that

the

advisory

fee

arrangement

for

the

Fund

does

not

include

breakpoints,

which

would

structure

that

results

reduced

fees

fund

grows.

The

Board

also

considered

the

Adviser’s

commitment

limit

expenses

discussed

detail

below.

prior

years,

evaluating

the

Adviser’s

performance,

the

Board

also

considered

how

the

Adviser

addressed

challenges

changing

market

conditions

and

legal

and

regulatory

developments

affecting

the

Fund.

help

evaluate

the

fees

and

expenses

the

Fund

relation

funds

peer

group

selected

independent

third-party

consultant,

the

Board

requested,

and

the

Adviser

provided,

supplemental

information

about

fee

levels

and

the

nature

the

services

provided

described

greater

detail

below.

The

Board

considered

factors

that

contributed

the

Fund’s

management

fee

the

Fund’s

total

expenses,

including,

among

other

things,

whether

the

Fund

requires

specific

specialized

portfolio

management,

administration

oversight

needs;

the

size

the

Fund’s

assets

relation

its

peers;

whether

the

Fund

has

experienced

sustained

redemptions

leading

decreased

assets;

and

the

factors

that

resulted

in,

for

example,

rapid

recent

changes

expenses.

The

Board

also

considered

the

extent

which

the

Adviser

waives

management

fees

and/

reimburses

any

expenses.

Supplemental

Information

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

Board

also

reviewed

the

compliance

and

administrative

services

provided

the

Fund

the

Adviser

and

its

affiliates,

including

the

Adviser’s

oversight

the

Fund’s

day-to-day

operations

and

oversight

Fund

accounting,

assistance

meeting

legal

and

regulatory

requirements,

and

other

services

necessary

for

the

operation

the

Fund

and

the

Trust.

The

Board

reviewed

the

Fund’s

performance

over

one-,

three-,

five-

and

ten-year

periods

(as

applicable)

against

the

performance

the

Fund’s

selected

peer

group

and

benchmark

index.

The

Board

recognized

that

the

performance

the

Fund

and

the

peer

group

funds

are

net

expenses,

while

the

performance

the

benchmark

index

reflects

gross

returns.

When

the

Fund

underperformed

the

funds

its

selected

peer

group

and/or

benchmark

index

for

any

the

periods

reported,

the

Board

considered

the

magnitude

and

duration

that

underperformance

relative

the

selected

peer

group

and/or

benchmark

index

(e.g.,

the

amount

which

the

Fund

underperformed,

including,

for

example,

whether

the

Fund

slightly

underperformed

significantly

underperformed

its

benchmark

both

absolute

and

relative

terms).

the

Fund

underperformed

the

selected

peer

group

and/or

benchmark

index

for

multiple

periods

time,

the

Board

further

inquired

into

the

circumstances

its

underperformance,

including

with

respect

significant

differences

investment

strategy

securities

exposure

the

Fund

compared

its

benchmark

index

and

selected

peer

group.

these

cases,

the

Board

discussed

with

the

Adviser

the

Fund’s

performance,

potential

reasons

for

the

relative

performance,

and,

necessary,

steps

that

the

Adviser

had

taken,

intends

take,

improve

performance,

including,

appropriate,

matters

relating

staffing

levels,

and

portfolio

trading

strategies,

among

other

things.

When

the

Fund’s

gross

management

fee,

net

management

fee

(gross

management

fees

less

any

fees

waived

expenses

reimbursed

the

Adviser)

total

net

expenses

ranked

the

fourth

quartile

(most

expensive),

the

Board

considered

the

magnitude

differences

relative

the

selected

peer

group

(e.g.,

the

amount

which

the

Fund’s

expenses

differed,

including,

for

example,

whether

the

Fund’s

fees

and

expenses

were

slightly

significantly

higher

compared

funds

its

selected

peer

group).

The

Board

also

met

with

the

portfolio

managers

the

Fund

during

the

months

prior

voting

the

contract

renewal

discuss

the

Fund’s

performance,

and

received

report

each

quarter

the

Fund’s

performance,

among

other

things,

from

the

Adviser’s

President

Investment

Franchises

Solutions

and

Head

Product

Strategy.

The

Board

also

considered

the

Adviser’s

responsiveness

with

respect

the

relative

performance.

The

Board

recognized

that

the

performance

data

reflects

period

particular

date

and

that

selecting

different

performance

period

could

produce

significantly

different

results.

The

Board

further

acknowledged

that

long-term

performance

could

affected

even

one

period

significant

outperformance

underperformance.

this

regard,

the

Board

noted

that

performance,

especially

short-term

performance,

only

one

the

factors

that

deems

relevant

its

consideration

the

Agreement.

The

Board

reviewed

various

other

specific

factors

with

respect

the

Fund,

described

below.

their

deliberations,

the

Trustees

did

not

rank

the

importance

any

particular

information

factor

considered

and

each

Trustee

may

have

attributed

different

weights

various

factors.

Performance.

The

Board

compared

the

Fund’s

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2024,

that

the

median

performance

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

outperformed

both

the

benchmark

index

and

the

peer

group

median

for

all

the

periods

reviewed.

Fees

and

Expenses.

The

Board

considered

that,

compared

other

funds

the

Fund’s

peer

group,

the

Fund’s

gross

management

fee

ranked

the

second

quartile,

the

Fund’s

net

management

fee

(gross

management

fees

less

any

fees

waived

expenses

reimbursed

the

Adviser)

ranked

the

first

quartile

(least

expensive)

and

the

Fund’s

total

net

expenses

ranked

the

second

quartile.

The

Board

also

considered

that

the

Fund

benefited

from

contractual

agreement

with

the

Adviser

pursuant

which

the

Adviser

waives

and/or

reimburses

expenses,

and

that

believed

that

the

waivers

and/or

reimbursements

likely

would

stabilize

the

Fund’s

expenses

during

that

period.

evaluating

the

Agreement,

the

Board

considered,

addition

those

considerations

described

above

and

among

other

things:

(1)

the

Fund’s

management

fee

compared

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

limit

the

expenses

for

period

time

likely

would

stabilize

the

Fund’s

expenses

during

that

period;

and

(4)

any

discussions

the

Board

had

with

the

Adviser

outlined

above.

Taking

these

factors,

among

others,

into

consideration,

the

Board

concluded

that

the

Agreement

continued

the

best

interests

the

Fund’s

shareholders.

Conclusion

Based

its

review

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

determined

that:

(i)

the

Adviser’s

services

benefitted

the

Fund’s

shareholders,

particularly

light

the

nature

the

Fund

and

the

services

required

support

the

Fund;

(ii)

was

generally

satisfied

with

the

nature,

quality

and

extent

the

services

provide

the

Adviser

the

Fund;

and

(iii)

the

Agreement,

behalf

the

Fund

discussed

above,

was

consistent

with

the

best

interests

the

Fund

and

its

shareholders.

Accordingly,

the

Board

unanimously

approved

the

Agreement,

behalf

the

Fund,

for

additional

annual

period

the

basis

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

the

investment

advisory

fee

payable

the

Adviser

under

the

Agreement

light

the

investment

advisory

services

provided,

the

costs

these

services,

the

profitability

the

Adviser’s

relationship

with

the

Fund

and

the

comparability

the

fee

paid

the

fees

paid

other

investment

companies;

The

nature,

quality

and

extent

the

investment

advisory

services

provided

the

Adviser;

The

Adviser’s

entrepreneurial

commitment

the

management

the

Fund

and

the

creation

broad-based

family

funds,

which

entails

substantial

commitment

the

Adviser’s

resources

the

successful

operation

the

Fund;

The

Adviser’s

representations

regarding

its

staffing

and

capabilities

manage

the

Fund,

including

the

retention

personnel

with

relevant

portfolio

management

experience;

Supplemental

Information

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

Adviser’s

efforts

enhance

investment

results

by,

among

other

things,

developing

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

the

Adviser.

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-AR

(12/24)

December

31,

2024

Annual

Report:

Full

Financials

Victory

Variable

Insurance

Funds

Victory

Small

Cap

Growth

Equity

VIP

Series

vcm.com

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Days

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Victory

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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

Report

Independent

Registered

Public

Accounting

Firm

Supplemental

Information

(Unaudited)

Additional

Federal

Income

Tax

Information

Advisory

Contract

Approval

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

December

31,

2024

Victory

Variable

Insurance

Funds

Victory

Small

Cap

Growth

Equity

VIP

Series

See

notes

financial

statements.

Security

Description

Value

Common

Stocks

(98.5%)

Communication

Services

(0.9%):

Reddit,

Inc.

Class

(a)

...................................................

4,030

658,663

Consumer

Discretionary

(10.7%):

American

Eagle

Outfitters,

Inc.

.............................................

63,330

1,055,711

Champion

Homes,

Inc.

(a)

.................................................

12,630

1,112,703

Modine

Manufacturing

Co.

(a)

..............................................

9,220

1,068,874

(a)

...............................................................

1,630

641,552

Sweetgreen,

Inc.

Class

(a)

...............................................

12,550

402,353

The

Wendy's

Co.

.......................................................

62,210

1,014,023

Under

Armour,

Inc.

Class

(a)

.............................................

174,730

1,303,486

Universal

Technical

Institute,

Inc.

(a)

.........................................

19,910

511,886

Wayfair,

Inc.

Class

(a)

..................................................

8,540

378,493

7,489,081

Consumer

Staples

(3.8%):

Freshpet,

Inc.

(a)

........................................................

3,070

454,698

The

Honest

Co.,

Inc.

(a)

...................................................

70,880

491,198

The

Vita

Coco

Co.,

Inc.

(a)

................................................

15,610

576,165

Utz

Brands,

Inc.

........................................................

73,010

1,143,337

2,665,398

Energy

(2.2%):

Matador

Resources

Co.

...................................................

13,850

779,201

Permian

Resources

Corp.

.................................................

30,630

440,459

Weatherford

International

PLC

.............................................

4,920

352,420

1,572,080

Financials

(9.4%):

Euronet

Worldwide,

Inc.

(a)

................................................

9,920

1,020,173

FirstCash

Holdings,

Inc.

..................................................

6,970

722,092

Flywire

Corp.

(a)

.......................................................

31,640

652,417

Palomar

Holdings,

Inc.

(a)

.................................................

5,056

533,863

Payoneer

Global,

Inc.

(a)

..................................................

93,440

938,138

Shift4

Payments,

Inc.

Class

(a)

............................................

1,880

195,106

Walker

Dunlop,

Inc.

...................................................

8,000

777,680

Wintrust

Financial

Corp.

..................................................

6,710

836,804

WisdomTree,

Inc.

.......................................................

85,720

900,060

6,576,333

Health

Care

(24.6%):

AnaptysBio,

Inc.

(a)

.....................................................

14,260

188,802

Apellis

Pharmaceuticals,

Inc.

(a)

............................................

12,260

391,217

Apogee

Therapeutics,

Inc.

(a)

...............................................

9,050

409,965

Arcellx,

Inc.

(a)

........................................................

6,470

496,184

Biohaven

Ltd.

(a)

.......................................................

14,930

557,636

BioLife

Solutions,

Inc.

(a)

.................................................

9,080

235,717

Crinetics

Pharmaceuticals,

Inc.

(a)

...........................................

10,570

540,444

Disc

Medicine,

Inc.

(a)

...................................................

9,170

581,378

Glaukos

Corp.

(a)

.......................................................

2,890

433,327

HealthEquity,

Inc.

(a)

....................................................

8,270

793,506

Ideaya

Biosciences,

Inc.

(a)

................................................

14,510

372,907

Insmed,

Inc.

(a)

.........................................................

12,610

870,594

Inspire

Medical

Systems,

Inc.

(a)

............................................

2,640

489,403

Janux

Therapeutics,

Inc.

(a)

................................................

8,834

472,972

Krystal

Biotech,

Inc.

(a)

...................................................

2,510

393,217

Lantheus

Holdings,

Inc.

(a)

................................................

3,640

325,634

Madrigal

Pharmaceuticals,

Inc.

(a)

...........................................

2,400

740,568

MoonLake

Immunotherapeutics

(a)

..........................................

7,550

408,833

PROCEPT

BioRobotics

Corp.

(a)

............................................

7,150

575,718

Protagonist

Therapeutics,

Inc.

(a)

............................................

9,500

366,700

RadNet,

Inc.

(a)

........................................................

13,010

908,618

REVOLUTION

Medicines,

Inc.

(a)

..........................................

16,150

706,401

RxSight,

Inc.

(a)

........................................................

13,800

474,444

Victory

Variable

Insurance

Funds

Victory

Small

Cap

Growth

Equity

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

SI-BONE,

Inc.

(a)

.......................................................

20,800

291,616

SpringWorks

Therapeutics,

Inc.

(a)

...........................................

15,260

551,344

Spyre

Therapeutics,

Inc.

(a)

................................................

12,195

283,900

Surgery

Partners,

Inc.

(a)

..................................................

21,940

464,470

Tandem

Diabetes

Care,

Inc.

(a)

..............................................

21,550

776,231

Twist

Bioscience

Corp.

(a)

.................................................

14,810

688,221

Vaxcyte,

Inc.

(a)

........................................................

11,840

969,222

Vera

Therapeutics,

Inc.

(a)

.................................................

9,660

408,521

Vericel

Corp.

(a)

........................................................

13,480

740,187

Viridian

Therapeutics,

Inc.

(a)

..............................................

18,540

355,412

17,263,309

Industrials

(23.0%):

AAON,

Inc.

...........................................................

6,260

736,677

AeroVironment,

Inc.

(a)

...................................................

4,510

694,044

Apogee

Enterprises,

Inc.

..................................................

7,490

534,861

Applied

Industrial

Technologies,

Inc.

.........................................

4,960

1,187,771

Chart

Industries,

Inc.

(a)

..................................................

5,190

990,459

FTAI

Aviation

Ltd.

......................................................

12,000

1,728,480

Kirby

Corp.

(a)

.........................................................

7,020

742,716

Korn

Ferry

...........................................................

5,320

358,834

Moog,

Inc.

Class

.....................................................

3,390

667,288

MSA

Safety,

Inc.

.......................................................

2,810

465,814

Mueller

Water

Products,

Inc.

Class

........................................

17,860

401,850

NEXTracker,

Inc.

Class

(a)

..............................................

11,710

427,766

Paylocity

Holding

Corp.

(a)

................................................

5,320

1,061,180

Powell

Industries,

Inc.

...................................................

2,000

443,300

Primoris

Services

Corp.

..................................................

11,310

864,084

RXO,

Inc.

(a)

..........................................................

36,340

866,346

Simpson

Manufacturing

Co.,

Inc.

...........................................

2,900

480,907

SPX

Technologies,

Inc.

(a)

.................................................

7,270

1,057,930

Tecnoglass,

Inc.

........................................................

8,620

683,738

The

AZEK

Co.,

Inc.

(a)

...................................................

15,680

744,330

Watts

Water

Technologies,

Inc.

Class

.......................................

1,410

286,653

Zurn

Elkay

Water

Solutions

Corp.

...........................................

18,570

692,661

16,117,689

Information

Technology

(20.8%):

ACI

Worldwide,

Inc.

(a)

..................................................

13,480

699,747

Appfolio,

Inc.

Class

(a)

.................................................

2,202

543,277

Badger

Meter,

Inc.

......................................................

1,510

320,301

Box,

Inc.

Class

(a)

....................................................

20,490

647,484

Braze,

Inc.

Class

(a)

...................................................

12,180

510,098

Confluent,

Inc.

Class

(a)

................................................

26,910

752,404

Credo

Technology

Group

Holding

Ltd.

(a)

.....................................

11,270

757,457

CyberArk

Software

Ltd.

(a)

................................................

1,640

546,366

Fabrinet

(a)

............................................................

4,820

1,059,822

Gitlab,

Inc.

Class

(a)

...................................................

19,030

1,072,341

Globant

(a)

.........................................................

2,840

608,953

Itron,

Inc.

(a)

..........................................................

8,170

887,099

MACOM

Technology

Solutions

Holdings,

Inc.

(a)

................................

6,900

896,379

Onto

Innovation,

Inc.

(a)

..................................................

3,400

566,678

Holdings,

Inc.

(a)

.....................................................

8,700

875,655

Semtech

Corp.

(a)

.......................................................

25,310

1,565,423

ServiceTitan,

Inc.

(a)

.....................................................

5,120

526,694

SimilarWeb

Ltd.

(a)

......................................................

21,802

308,934

Varonis

Systems,

Inc.

(a)

..................................................

26,350

1,170,730

Zeta

Global

Holdings

Corp.

Class

(a)

.......................................

17,140

308,349

14,624,191

Materials

(2.6%):

Avient

Corp.

..........................................................

15,490

632,921

Balchem

Corp.

.........................................................

4,240

691,099

Victory

Variable

Insurance

Funds

Victory

Small

Cap

Growth

Equity

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Summit

Materials,

Inc.

Class

(a)

..........................................

9,650

488,290

1,812,310

Real

Estate

(0.5%):

National

Storage

Affiliates

Trust

(b)

..........................................

9,350

354,459

Total

Common

Stocks

(Cost

$61,169,420)

69,133,513

Collateral

for

Securities

Loaned

(0.0%)^(c)

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

.41

(d)

........

4,813

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

.38

(d)

............

4,813

Invesco

Government

Agency

Portfolio,

Institutional

.40

(d)

...............

4,813

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

.41

(d)

4,813

Total

Collateral

for

Securities

Loaned

(Cost

$19,252)

19,252

Total

Investments

(Cost

$61,188,672)

—

98.5%

69,152,765

Other

assets

excess

liabilities

—

1.5%

1,029,314

NET

ASSETS

100.00%

70,182,079

Purchased

with

cash

collateral

from

securities

loan.

(a)

Non-income

producing

security.

(b)

All

portion

this

security

loan.

(c)

Amount

represents

less

than

0.05%

net

assets.

(d)

Rate

disclosed

the

daily

yield

December

31,

2024.

PLC

—

Public

Limited

Company

Statement

Assets

and

Liabilities

December

31,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

Victory

Small

Cap

Growth

Equity

VIP

Series

Assets:

Investments,

value

(Cost

$61,188,672)

69,152,765‌

(a)

Cash

951,423‌

Receivables:

Dividends,

interest,

and

securities

lending

income

20,388‌

Capital

issued

24,802‌

Investments

sold

321,386‌

From

Adviser

8,775‌

Prepaid

expenses

140‌

Total

Assets

70,479,679‌

Liabilities:

Payables:

Collateral

received

loaned

securities

19,252‌

Investments

purchased

171,368‌

Capital

redeemed

24,810‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

46,992‌

Administration

fees

3,510‌

Custodian

fees

684‌

Sub-Transfer

agent

fees

14,746‌

Compliance

fees

53‌

Trustees'

fees

24‌

Other

accrued

expenses

16,161‌

Total

Liabilities

297,600‌

Commitments

and

contingencies

(Note

)

Net

Assets:

Capital

75,574,788‌

Total

accumulated

earnings

(loss)

(

5,392,709‌

)

Net

Assets

70,182,079‌

(unlimited

authorized

with

par

value

$0.001

per

share):

6,563,152‌

Net

asset

value:

.69‌

(a)

Includes

$18,955

securities

loan.

Statement

Operations

For

the

Year

Ended

December

31,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

Victory

Small

Cap

Growth

Equity

VIP

Series

Investment

Income:

Dividends

219,985

Interest

59,847

Securities

lending

(net

fees)

2,861

Foreign

tax

withholding

(

1,870

)

Total

Income

280,823

Expenses:

Investment

advisory

fees

550,295

Administration

fees

39,293

Sub-Administration

fees

17,000

Custodian

fees

4,743

Transfer

agent

fees

357

Sub-Transfer

agent

fees

62,638

Trustees'

fees

5,951

Compliance

fees

642

Legal

and

audit

fees

15,257

Interfund

lending

166

Other

expenses

13,024

Total

Expenses

709,366

Expenses

waived/reimbursed

Adviser

(

63,624

)

Net

Expenses

645,742

Net

Investment

Income

(Loss)

(

364,919

)

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

10,650,109

Net

change

unrealized

appreciation/depreciation

investment

securities

(

2,158,947

)

Net

realized/unrealized

gains

(losses)

investments

8,491,162

Change

net

assets

resulting

from

operations

8,126,243

Victory

Variable

Insurance

Funds

Statements

Changes

Net

Assets

See

notes

financial

statements.

Victory

Small

Cap

Growth

Equity

VIP

Series

Year

Ended

December

31,

2024

Year

Ended

December

31,

2023

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

(

364,919

)

(

362,927

)

Net

realized

gains

(losses)

10,650,109

2,482,890

Net

change

unrealized

appreciation/depreciation

(

2,158,947

)

11,280,602

Change

net

assets

resulting

from

operations

8,126,243

13,400,565

Change

net

assets

resulting

from

capital

transactions

(

12,287,664

)

(

9,947,953

)

Change

net

assets

(

4,161,421

)

3,452,612

Net

Assets:

Beginning

period

74,343,500

70,890,888

End

period

70,182,079

74,343,500

Capital

Transactions:

Proceeds

from

issued

8,882,471

7,145,056

Cost

redeemed

(

21,170,135

)

(

17,093,009

)

Change

net

assets

resulting

from

capital

transactions

(

12,287,664

)

(

9,947,953

)

Transactions:

Issued

867,972

820,472

Redeemed

(

2,084,318

)

(

1,964,877

)

Change

(

1,216,346

)

(

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

Year

Ended

December

31,

2024

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Net

Asset

Value,

Beginning

Period

$9.56

$7.94

$16.38

$19.91

$16.76

Investment

Activities:

Net

investment

income

(loss)(a)

(0.05)

(0.04)

(0.06)

(0.15)

(0.12)

Net

realized

and

unrealized

gains

(losses)

1.18

1.66

(5.78)

(1.99)

6.45

Total

from

Investment

Activities

1.13

1.62

(5.84)

(2.14)

6.33

Distributions

Shareholders

from:

Net

realized

gains

—

(2.60)

(1.39)

(3.18)

Total

Distributions

—

(2.60)

(1.39)

(3.18)

Net

Asset

Value,

End

Period

$10.69

$9.56

$7.94

$16.38

$19.91

Total

Return(b)(c)

11.82%

20.40%

(36.36)%

(10.43)%

38.06%

Ratios

Average

Net

Assets:

Net

Expenses(d)

0.88%

Net

Investment

Income

(Loss)

(0.50)%

(0.51)%

(0.54)%

(0.75)%

(0.69)%

Gross

Expenses(d)

0.97%

0.98%

1.00%

0.99%

1.01%

Supplemental

Data:

Net

Assets

end

period

(000's)

$70,182

$74,344

$70,891

$113,234

$142,620

Portfolio

Turnover

124%

151%

151%(e)

92%

74%

(a)

Per

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

method.

(b)

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.

(c)

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.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

any.

(e)

Reflects

increase

trading

activity

due

asset

allocation

shifts.

Notes

Financial

Statements

December

31,

2024

Victory

Variable

Insurance

Funds

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”),

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

December

31,

2024, based

upon

the

three

levels

defined

above,

included

the

table

below

while

the

breakdown,

category,

investments

disclosed

the

Schedule

Portfolio

Investments:

Level

Total

Victory

Small

Cap

Growth

Equity

VIP

Series

Common

Stocks

............................

69,133,513

—

69,133,513

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

of December

31,

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.

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

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

December

31,

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

year

ended

December

31,

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,

continued

Collateral

for

Securities

Loaned

................

19,252

—

19,252

Total

....................................

69,152,765

—

69,152,765

Value

Securities

Loan

Non-Cash

Collateral

Cash

Collateral

Victory

Small

Cap

Growth

Equity

VIP

Series

..........................

18,955

—

19,252

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

year

ended

December

31,

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 year

ended

December

31,

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

year

ended

December

31,

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 year

ended

December

31,

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,

and

Victory

Portfolios

II,

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

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 year

ended

December

31,

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

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

Small

Cap

Growth

Equity

VIP

Series

............................................

89,396,172

101,397,567

Net

Assets

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

year ended

December

31,

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 year

ended

December

31,

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.

December

31,

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

December

31,

2024.

of December

31,

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 year

ended

December

31,

2024.

Certain

officers

and/or

interested

trustees

the

Fund

are

also

officers

and/or

employees

the

Adviser,

administrator,

fund

accountant,

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.

Small-Capitalization

Stock

Risk

—

Small-sized

companies

are

subject

number

risks

not

associated

with

larger,

established

companies,

potentially

making

their

stock

prices

volatile

and

increasing

the

risk

loss.

Smaller

companies

may

have

limited

markets,

product

lines,

financial

resources

and

lack

management

experience

and

may

experience

higher

failure

rates

than

larger

companies.

effect

until

April

30,

2025

Victory

Small

Cap

Growth

Equity

VIP

Series

0.88%

Expires

2025

Expires

2026

Expires

2027

Total

Victory

Small

Cap

Growth

Equity

VIP

Series

..............................

96,013

70,489

63,624

230,126

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

Sector Focus

Risk

—

While

the

Fund

reserves

the

right

dynamically

allocate

its

assets

across

economic

sectors,

listed

below

are

some

the

risks

associated

with

the

sectors

which

the

Fund

may

make

significant

investments.

Market

economic

factors

impacting

those

sectors

could

have

significant

effect

the

value

the

Fund's

investments

and

could

make

the

Fund's

performance

volatile.

Health

Care

Sector Risk

—

Companies

the

health

care

sector

may

adversely

affected

extensive

government

regulation,

restrictions

government

reimbursement

for

medical

expenses,

rising

falling

costs

medical

products

and

services,

pricing

pressure,

increased

emphasis

outpatient

services,

limited

number

products,

product

obsolescence,

industry

innovation,

changes

technologies,

and

other

market

developments.

Companies

the

health

care

sector

are

heavily

dependent

patent

protection

and

the

expiration

patents

may

ad-

versely

affect

these

companies.

Many

these

companies

are

subject

extensive

litigation

based

product

liability

and

similar

claims.

These

companies

are

subject

competitive

forces

that

may

make

difficult

raise

prices.

Industrials Sector Risk

—

Companies

the

industrials

sector

are

affected

supply

and

demand

both

for

their

specific

product

service

and

for

industrials

sector

products

general.

Government

regulation,

world

events

and

economic

conditions

also

affect

the

performance

investments

such

issuers.

Aerospace

and

defense

companies,

component

the

industrials

sector,

can

significantly

affected

govern-

ment

spending

policies.

Transportation

companies

may

experience

occasional

sharp

price

movements

which

may

result

from

changes

the

economy,

fuel

prices,

labor

agreements,

and

insurance

costs.

Information

Technology

Sector Risk

— Companies

the

information

technology

sector

face

intense

competition,

both

domestically

and

internationally.

These

companies

may

smaller

newer

and

may

have

limited

product

lines,

markets,

financial

resources,

personnel.

The

products

companies

the

information

technology

sector

may

face

product

obsolescence

due

rapid

technological

developments

and

frequent

new

product

introduction,

unpredictable

changes

growth

rates,

and

competition

for

the

services

qualified

personnel.

These

com-

panies

may

developing

marketing

new

products

services

for

which

markets

are

not

yet

established

and

may

never

become

established.

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

funds

the

Trust,

Victory

Variable

Insurance

Funds,

Victory

Portfolios,

and

Victory

Portfolios

III

(collectively,

the

"Victory

Funds

Complex"),

aggregate,

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 year

ended

December

31,

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

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

year

ended

December

31,

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

average

borrowing

lending

for

the

days

outstanding

and

average

interest

rate

for

the

Fund during

the

year

ended

December

31,

2024,

were

follows

Based

the

number

days

borrowings

were

outstanding

for

the

year

ended

December

31,

2024.

Borrower

Lender

Amount

Outstanding

December

31,

2024

Average

Borrowing*

Average

Interest

Rate*

Maximum

Borrowing

During

the

Period

Victory

Small

Cap

Growth

Equity

VIP

Series

.........

Borrower

—

1,034,000

5.88%

1,034,000

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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.

December

31,

2024,

the

Statement

Assets

and

Liabilities,

there

were

permanent

book-to-tax

difference

reclassification

adjustments.

During

the

tax

year

ended December

31,

2024,

the

Fund

did

not

pay

distributions.

During

the

tax

year

ended December

31,

2023,

the

Fund

did

not

pay

distributions.

December

31,

2024,

the

components

accumulated

earnings

(loss)

tax

basis

were

follows:

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

attributable

primarily

tax

deferral

losses

wash

sales

and

passive

foreign

investment

company

adjustments.

of December

31,

2024,

the

Fund

had

net

capital

loss

carryforwards as

shown

in the

table

below.

unlikely

that

the

Board

will

authorize

distribution

capital

gains

realized

the

future

until

the

capital

loss

carryforwards

have

been

used.

During

the

tax

year

ended

December

31,

2024,

the

Fund

utilized the following capital

loss

carryforwards

(amounts

thousands):

of December

31,

2024,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

follows:

New

Accounting

Pronouncement:

this

reporting

period,

the

Fund

adopted

FASB

Accounting

Standards

Update

2023-07,

Segment

Reporting

(Topic

280):

Improvements

Reportable

Segment

Disclosures.

Adoption

the

new

standard

impacted

financial

statement

disclosures

only

and

did

not

affect

the

Fund’s

financial

position

the

results

its

operations.

The

management

committee

the

Adviser

acts

the

Fund’s

Chief

Operating

Decision

Maker

(“CODM”).

The

Fund

represents

single

operating

segment,

the

CODM

monitors

the

operating

results

the

Fund

whole

and

the

Fund’s

long-term

strategic

asset

allocation

pre-determined

accordance

with

the

terms

its

prospectus,

based

defined

investment

strategy.

The

financial

information

the

form

the

Fund’s

portfolio

composition,

total

returns,

expense

ratios,

and

changes

net

assets,

which

are

used

the

CODM

assess

the

segment’s

performance

versus

the

Fund’s

comparative

benchmarks

and

make

resource

allocation

decisions

for

the

Fund’s

single

segment,

consistent

with

that

presented

within

the

Fund’s

financial

statements.

Segment

assets

are

reflected

the

accompanying

Statement

Assets

and

Liabilities

“total

assets”

and

significant

segment

expenses

are

listed

the

accompanying

Statement

Operations.

Undistributed

Ordinary

Income

Accumulated

Earnings

(Loss)

Accumulated

Capital

And

Other

Losses

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Victory

Small

Cap

Growth

Equity

VIP

Series

.........

235,666

(11,620,885)

5,992,510

(5,392,709)

Short-Term

Amount

Long-Term

Amount

Total

Victory

Small

Cap

Growth

Equity

VIP

Series

...............................

(11,620,885)

—

(11,620,885)

Amount

Victory

Small

Cap

Growth

Equity

VIP

Series

..............................................................

(9,608,596)

Cost

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Victory

Small

Cap

Growth

Equity

VIP

Series

..........

63,160,255

11,343,097

(5,350,587)

5,992,510

Report

Independent

Registered

Public

Accounting

Firm

the

Shareholders

and

Board

Trustees

Victory

Variable

Insurance

Funds

Opinion

the

Financial

Statements

have

audited

the

accompanying

statement

assets

and

liabilities,

including

the

schedule

portfolio

investments,

Victory

Small

Cap

Growth

Equity

VIP

Series

(the

“Fund”),

series

Victory

Variable

Insurance

Funds,

December

31,

2024,

the

statement

operations

for

the

year

then

ended,

the

statements

changes

net

assets

for

each

the

two

years

the

period

then

ended,

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

and

the

notes

(collectively

referred

the

“financial

statements”).

our

opinion,

the

financial

statements

present

fairly,

all

material

respects,

the

financial

position

the

Fund

December

31,

2024,

the

results

its

operations

for

the

year

then

ended,

the

changes

net

assets

for

each

the

two

years

the

period

then

ended,

and

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

conformity

with

accounting

principles

generally

accepted

the

United

States

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

the

Fund’s

management.

Our

responsibility

express

opinion

the

Fund’s

financial

statements

based

our

audits.

are

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

independent

with

respect

the

Fund

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

the

Securities

and

Exchange

Commission

and

the

PCAOB.

conducted

our

audits

accordance

with

the

standards

the

PCAOB.

Those

standards

require

that

plan

and

perform

the

audit

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

material

misstatement

whether

due

error

fraud.

Our

audits

included

performing

procedures

assess

the

risks

material

misstatement

the

financial

statements,

whether

due

error

fraud,

and

performing

procedures

that

respond

those

risks.

Such

procedures

included

examining,

test

basis,

evidence

regarding

the

amounts

and

disclosures

the

financial

statements.

Our

procedures

included

confirmation

securities

owned

December

31,

2024,

correspondence

with

the

custodian

and

brokers;

when

replies

were

not

received

from

brokers,

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

management,

well

evaluating

the

overall

presentation

the

financial

statements.

believe

that

our

audits

provide

reasonable

basis

for

our

opinion.

have

served

the

auditor

one

investment

companies

advised

Victory

Capital

Management

Inc.

since

2015.

COHEN

COMPANY,

LTD.

Cleveland,

Ohio

February

13,

2025

Supplemental

Information

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Additional

Federal

Income

Tax

Information

For

the

fiscal

year

ended

December

31,

2024,

the

Fund

hereby

designates

the

maximum

amount

allowable

its

net

taxable

income

qualified

dividends

taxed

individual

net

capital

gain

rates.

Shareholders

will

notified

via

IRS

Form

1099

the

amounts

for

use

preparing

their

income

tax

return.

Victory

Variable

Insurance

Funds

(Unaudited)

Supplemental

Information

—

continued

December

31,

2024

Considerations

the

Board

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

behalf

the

Fund

meeting,

which

was

called

for

that

purpose,

December

2024.

The

Board

also

considered

information

relating

the

Fund

and

the

Agreement

provided

throughout

the

year

and,

specifically,

the

meetings

October

21,

2024

and

December

2024.

considering

whether

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Fund

assist

evaluating

the

terms

the

Agreement.

response

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

the

continuation

the

Agreement.

The

Board,

including

the

Independent

Trustees,

evaluated

this

information

along

with

other

information

obtained

throughout

the

year

and

was

advised

legal

counsel

the

Fund

and

independent

legal

counsel

the

Independent

Trustees.

The

Board

considered

the

Fund’s

advisory

fee,

expense

ratio

and

investment

performance

significant

factors

determining

whether

the

Agreement

should

continued.

considering

whether

the

compensation

paid

the

Adviser

was

fair

and

reasonable,

the

Board

also

evaluated,

among

other

things,

the

following

factors:

The

requirements

the

Fund

for

the

services

provided

the

Adviser;

The

nature,

quality

and

extent

the

services

provided

and

expected

provided;

The

performance

the

Fund

compared

comparable

funds;

The

fees

payable

for

the

services

and

whether

the

fee

arrangements

provided

for

economies

scale

that

would

benefit

Fund

shareholders

the

Fund

grows

(acknowledging

that

economies

scale

can

complex

assess

and

typically

are

not

directly

measurable)

and

whether

breakpoints

would

appropriate;

Whether

the

fee

would

sufficient

enable

the

Adviser

attract

and

retain

experienced

personnel

and

continue

provide

quality

services

the

Fund;

The

fees

paid

other

clients

the

Adviser

whose

accounts

are

managed

similar

investment

style

and

any

differences

the

services

provided

the

other

clients

compared

those

provided

the

Fund;

The

total

expenses

the

Fund;

Management’s

commitment

operating

the

Fund

competitive

expense

levels;

The

profitability

the

Adviser

(as

reflected

comparing

fees

earned

against

estimate

the

Adviser’s

costs)

with

respect

the

Adviser’s

relationship

with

the

Fund;

Research

and

other

service

benefits

received

the

Adviser

obtained

through

payment

client

commissions

for

securities

transactions;

Other

benefits

received

the

Adviser,

and

its

affiliates,

including

revenues

paid

the

Adviser,

its

affiliates,

the

Fund

for

administration

and

fund

accounting

services,

and

distribution;

The

capabilities

and

financial

condition

the

Adviser;

Current

economic

and

industry

trends;

and

The

historical

relationship

between

the

Fund

and

the

Adviser.

The

Board

reviewed

the

Fund’s

gross

management

fee,

comprised

the

advisory

fee

plus

the

administrative

services

fee

paid

the

Adviser,

the

context

the

Adviser’s

business

and

services

with

respect

the

Fund

individually

and

with

respect

all

the

funds

whole.

The

Board

retained

independent,

third-party

consultant

provide

comparative

information

about

fees,

expenses

and

performance,

and

design

and

maintain

database

relevant

information

designed

assist

the

Board

retrieving

and

analyzing

comparative

information.

The

Board

met

with

the

consultant

review

its

inputs

and

methodologies,

among

other

things.

The

Board

compared

the

Fund’s

gross

management

fee

and

total

operating

expense

ratio

net

and

gross

basis

with

the

median

gross

management

fee

and

median

expense

ratio

universe

comparable

mutual

funds

compiled

the

consultant,

and

peer

group

funds

selected

that

consultant

from

the

universe.

The

Board

reviewed

the

factors

and

methodology

used

the

consultant

the

selection

the

Fund’s

peer

group,

including

the

consultant’s

selection

broad

universe

funds,

the

specific

universe

comparable

funds,

and

peer

groups

funds

with

comparable

investment

strategies

and

asset

levels,

among

other

factors.

The

Board

also

reviewed

any

changes

the

consultant’s

methodology

compared

the

prior

year,

including

those

resulting

from

the

Adviser’s

input,

any.

The

Board

also

reviewed

fees

and

other

information

the

Adviser’s

management

similarly

managed

institutional

private

accounts,

and

the

differences

the

services

provided

the

other

accounts.

The

Board

noted

that

the

advisory

fee

arrangement

for

the

Fund

does

not

include

breakpoints,

which

would

structure

that

results

reduced

fees

fund

grows.

The

Board

also

considered

the

Adviser’s

commitment

limit

expenses

discussed

detail

below.

prior

years,

evaluating

the

Adviser’s

performance,

the

Board

also

considered

how

the

Adviser

addressed

challenges

changing

market

conditions

and

legal

and

regulatory

developments

affecting

the

Fund.

help

evaluate

the

fees

and

expenses

the

Fund

relation

funds

peer

group

selected

independent

third-party

consultant,

the

Board

requested,

and

the

Adviser

provided,

supplemental

information

about

fee

levels

and

the

nature

the

services

provided

described

greater

detail

below.

The

Board

considered

factors

that

contributed

the

Fund’s

management

fee

the

Fund’s

total

expenses,

including,

among

other

things,

whether

the

Fund

requires

specific

specialized

portfolio

management,

administration

oversight

needs;

the

size

the

Fund’s

assets

relation

its

peers;

whether

the

Fund

has

experienced

sustained

redemptions

leading

decreased

assets;

and

the

factors

that

resulted

in,

for

example,

rapid

recent

changes

expenses.

The

Board

also

considered

the

extent

which

the

Adviser

waives

management

fees

and/

reimburses

any

expenses.

Supplemental

Information

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

Board

also

reviewed

the

compliance

and

administrative

services

provided

the

Fund

the

Adviser

and

its

affiliates,

including

the

Adviser’s

oversight

the

Fund’s

day-to-day

operations

and

oversight

Fund

accounting,

assistance

meeting

legal

and

regulatory

requirements,

and

other

services

necessary

for

the

operation

the

Fund

and

the

Trust.

The

Board

reviewed

the

Fund’s

performance

over

one-,

three-,

five-

and

ten-year

periods

(as

applicable)

against

the

performance

the

Fund’s

selected

peer

group

and

benchmark

index.

The

Board

recognized

that

the

performance

the

Fund

and

the

peer

group

funds

are

net

expenses,

while

the

performance

the

benchmark

index

reflects

gross

returns.

When

the

Fund

underperformed

the

funds

its

selected

peer

group

and/or

benchmark

index

for

any

the

periods

reported,

the

Board

considered

the

magnitude

and

duration

that

underperformance

relative

the

selected

peer

group

and/or

benchmark

index

(e.g.,

the

amount

which

the

Fund

underperformed,

including,

for

example,

whether

the

Fund

slightly

underperformed

significantly

underperformed

its

benchmark

both

absolute

and

relative

terms).

the

Fund

underperformed

the

selected

peer

group

and/or

benchmark

index

for

multiple

periods

time,

the

Board

further

inquired

into

the

circumstances

its

underperformance,

including

with

respect

significant

differences

investment

strategy

securities

exposure

the

Fund

compared

its

benchmark

index

and

selected

peer

group.

these

cases,

the

Board

discussed

with

the

Adviser

the

Fund’s

performance,

potential

reasons

for

the

relative

performance,

and,

necessary,

steps

that

the

Adviser

had

taken,

intends

take,

improve

performance,

including,

appropriate,

matters

relating

staffing

levels,

and

portfolio

trading

strategies,

among

other

things.

When

the

Fund’s

gross

management

fee,

net

management

fee

(gross

management

fees

less

any

fees

waived

expenses

reimbursed

the

Adviser)

total

net

expenses

ranked

the

fourth

quartile

(most

expensive),

the

Board

considered

the

magnitude

differences

relative

the

selected

peer

group

(e.g.,

the

amount

which

the

Fund’s

expenses

differed,

including,

for

example,

whether

the

Fund’s

fees

and

expenses

were

slightly

significantly

higher

compared

funds

its

selected

peer

group).

The

Board

also

met

with

the

portfolio

managers

the

Fund

during

the

months

prior

voting

the

contract

renewal

discuss

the

Fund’s

performance,

and

received

report

each

quarter

the

Fund’s

performance,

among

other

things,

from

the

Adviser’s

President

Investment

Franchises

Solutions

and

Head

Product

Strategy.

The

Board

also

considered

the

Adviser’s

responsiveness

with

respect

the

relative

performance.

The

Board

recognized

that

the

performance

data

reflects

period

particular

date

and

that

selecting

different

performance

period

could

produce

significantly

different

results.

The

Board

further

acknowledged

that

long-term

performance

could

affected

even

one

period

significant

outperformance

underperformance.

this

regard,

the

Board

noted

that

performance,

especially

short-term

performance,

only

one

the

factors

that

deems

relevant

its

consideration

the

Agreement.

The

Board

reviewed

various

other

specific

factors

with

respect

the

Fund,

described

below.

their

deliberations,

the

Trustees

did

not

rank

the

importance

any

particular

information

factor

considered

and

each

Trustee

may

have

attributed

different

weights

various

factors.

Performance.

The

Board

compared

the

Fund’s

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2024,

that

the

median

performance

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

outperformed

the

benchmark

index

for

the

one-

year

period,

underperformed

the

benchmark

index

for

the

three-,

five-

and

ten-year

periods,

outperformed

the

peer

group

median

for

the

one-year

period,

and

underperformed

the

peer

group

median

for

the

three-,

five-

and

ten-year

periods.

Fees

and

Expenses.

The

Board

considered

that,

compared

other

funds

the

Fund’s

peer

group,

the

Fund’s

gross

management

fee

ranked

the

first

quartile

(least

expensive),

the

Fund’s

net

management

fee

(gross

management

fees

less

any

fees

waived

expenses

reimbursed

the

Adviser)

ranked

the

second

quartile

and

the

Fund’s

total

net

expenses

ranked

the

second

quartile.

The

Board

also

considered

that

the

Fund

benefited

from

contractual

agreement

with

the

Adviser

pursuant

which

the

Adviser

waives

and/or

reimburses

expenses,

and

that

believed

that

the

waivers

and/or

reimbursements

likely

would

stabilize

the

Fund’s

expenses

during

that

period.

evaluating

the

Agreement,

the

Board

considered,

addition

those

considerations

described

above

and

among

other

things:

(1)

the

Fund’s

management

fee

compared

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

limit

the

expenses

for

period

time

likely

would

stabilize

the

Fund’s

expenses

during

that

period;

and

(4)

any

discussions

the

Board

had

with

the

Adviser

outlined

above.

Taking

these

factors,

among

others,

into

consideration,

the

Board

concluded

that

the

Agreement

continued

the

best

interests

the

Fund’s

shareholders.

Conclusion

Based

its

review

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

determined

that:

(i)

the

Adviser’s

services

benefitted

the

Fund’s

shareholders,

particularly

light

the

nature

the

Fund

and

the

services

required

support

the

Fund;

(ii)

was

generally

satisfied

with

the

nature,

quality

and

extent

the

services

provide

the

Adviser

the

Fund;

and

(iii)

the

Agreement,

behalf

the

Fund

discussed

above,

was

consistent

with

the

best

interests

the

Fund

and

its

shareholders.

Accordingly,

the

Board

unanimously

approved

the

Agreement,

behalf

the

Fund,

for

additional

annual

period

the

basis

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

the

investment

advisory

fee

payable

the

Adviser

under

the

Agreement

light

the

investment

advisory

services

provided,

the

costs

these

services,

the

profitability

the

Adviser’s

relationship

with

the

Fund

and

the

comparability

the

fee

paid

the

fees

paid

other

investment

companies;

The

nature,

quality

and

extent

the

investment

advisory

services

provided

the

Adviser;

The

Adviser’s

entrepreneurial

commitment

the

management

the

Fund

and

the

creation

broad-based

family

funds,

which

entails

substantial

commitment

the

Adviser’s

resources

the

successful

operation

the

Fund;

Supplemental

Information

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

Adviser’s

representations

regarding

its

staffing

and

capabilities

manage

the

Fund,

including

the

retention

personnel

with

relevant

portfolio

management

experience;

The

Adviser’s

efforts

enhance

investment

results

by,

among

other

things,

developing

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

the

Adviser.

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-AR

(12/24)

December

31,

2024

Annual

Report:

Full

Financials

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

vcm.com

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And

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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

Report

Independent

Registered

Public

Accounting

Firm

Supplemental

Information

(Unaudited)

Additional

Federal

Income

Tax

Information

Advisory

Contract

Approval

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

December

31,

2024

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

See

notes

financial

statements.

Security

Description

Value

Common

Stocks

(98.2%)

Brazil

(6.1%):

Communication

Services

(0.5%):

TIM

..............................................................

49,600

116,924

Consumer

Discretionary

(1.0%):

Cury

Construtora

Incorporadora

........................................

31,200

87,986

Smartfit

Escola

Ginastica

Danca

......................................

19,700

53,978

Vibra

Energia

.......................................................

31,525

90,950

232,914

Energy

(1.1%):

Petroleo

Brasileiro

ADR

...............................................

20,136

258,949

Financials

(1.4%):

Brasil

Bolsa

Balcao

...............................................

83,400

138,595

Itau

Unibanco

Holding

ADR

............................................

40,135

199,070

337,665

Industrials

(1.0%):

Embraer

ADR

(a)

....................................................

4,707

172,653

Marcopolo

Preference

...........................................

55,920

66,896

239,549

Real

Estate

(0.4%):

Multiplan

Empreendimentos

Imobiliarios

...................................

23,400

80,021

Utilities

(0.7%):

Cia

Saneamento

Basico

Estado

Sao

Paulo

SABESP

........................

7,900

113,014

CPFL

Energia

.......................................................

11,800

60,331

173,345

1,439,367

Chile

(0.0%):(b)

Financials

(0.0%):(b)

Banco

Credito

Inversiones

..........................................

China

(27.2%):

Communication

Services

(7.0%):

China

Tower

Corp.

Ltd.

Class

(c)

..........................................

694,000

99,672

Tencent

Holdings

Ltd.

...................................................

27,030

1,442,714

Tencent

Music

Entertainment

Group

ADR

.....................................

11,422

129,640

1,672,026

Consumer

Discretionary

(8.7%):

Alibaba

Group

Holding

Ltd.

Class

........................................

53,648

567,794

BYD

Co.

Ltd.

.........................................................

6,000

204,085

Hisense

Home

Appliances

Group

Co.

Ltd.

Class

...............................

29,000

91,220

JD.com,

Inc.

Class

..................................................

13,750

238,752

Meituan

Class

(a)

(c)

...................................................

23,800

462,767

MotoMotion

China

Corp.

.................................................

10,300

87,212

Trip.com

Group

Ltd.

ADR

(a)

..............................................

4,189

287,617

Zhejiang

Shuanghuan

Driveline

Co.

Ltd.

Class

................................

33,300

139,420

2,078,867

Consumer

Staples

(0.9%):

Giant

Biogene

Holding

Co.

Ltd.

(c)

..........................................

18,200

116,218

Tsingtao

Brewery

Co.

Ltd.

Class

..........................................

14,000

101,916

218,134

Energy

(0.6%):

PetroChina

Co.

Ltd.

Class

..............................................

192,000

150,217

Financials

(3.9%):

China

Construction

Bank

Corp.

Class

......................................

487,000

403,480

China

Merchants

Bank

Co.

Ltd.

Class

......................................

47,500

242,466

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

China

Pacific

Insurance

Group

Co.

Ltd.

Class

................................

46,400

149,278

Huatai

Securities

Co.

Ltd.

Class

..........................................

52,200

125,808

921,032

Health

Care

(0.9%):

Pacific

Shuanglin

Bio-pharmacy

Co.

Ltd.

Class

...............................

29,400

85,096

Shenzhen

Mindray

Bio-Medical

Electronics

Co.

Ltd.

Class

.......................

3,800

132,734

217,830

Industrials

(1.3%):

Henan

Pinggao

Electric

Co.

Ltd.

Class

......................................

42,200

110,976

Range

Intelligent

Computing

Technology

Group

Co.

Ltd.

..........................

15,500

110,226

Yutong

Bus

Co.

Ltd.

Class

..............................................

22,200

80,225

301,427

Information

Technology

(3.1%):

Foxconn

Industrial

Internet

Co.

Ltd.

Class

...................................

90,200

263,683

Luxshare

Precision

Industry

Co.

Ltd.

Class

...................................

23,200

129,440

Xiaomi

Corp.

Class

(a)

(c)

...............................................

77,800

341,228

734,351

Materials

(0.8%):

China

Hongqiao

Group

Ltd.

...............................................

86,000

129,072

Shanjin

International

Gold

Co.

Ltd.

Class

....................................

31,000

65,315

194,387

6,488,271

Hong

Kong

(0.5%):

Consumer

Discretionary

(0.5%):

Bosideng

International

Holdings

Ltd.

.........................................

228,000

112,670

Hungary

(1.4%):

Financials

(1.1%):

OTP

Bank

Nyrt

........................................................

4,830

264,205

Health

Care

(0.3%):

Richter

Gedeon

Nyrt

....................................................

2,523

66,146

330,351

India

(18.8%):

Consumer

Discretionary

(2.6%):

Crompton

Greaves

Consumer

Electricals

Ltd.

...................................

24,501

113,082

Hero

MotoCorp

Ltd.

.....................................................

4,554

220,838

Mahindra

Ltd.

(a)

..............................................

8,072

282,563

616,483

Financials

(4.6%):

ICICI

Bank

Ltd.

ADR

...................................................

23,562

703,562

LIC

Housing

Finance

Ltd.

.................................................

20,894

145,611

Manappuram

Finance

Ltd.

................................................

51,039

111,996

Shriram

Finance

Ltd.

....................................................

4,226

142,268

1,103,437

Health

Care

(2.4%):

Reddy's

Laboratories

Ltd.

(a)

.............................................

14,081

228,005

Sun

Pharmaceutical

Industries

Ltd.

..........................................

15,177

334,018

562,023

Industrials

(1.4%):

BLS

International

Services

Ltd.

.............................................

22,802

128,181

Larsen

Toubro

Ltd.

....................................................

4,641

195,093

323,274

Information

Technology

(2.7%):

Infosys

Ltd.

ADR

(d)

....................................................

29,106

638,004

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Materials

(3.5%):

Hindalco

Industries

Ltd.

..................................................

23,156

162,503

UltraTech

Cement

Ltd.

...................................................

2,237

297,990

Vedanta

Ltd.

..........................................................

45,645

236,544

Welspun

Corp.

Ltd.

.....................................................

15,563

147,641

844,678

Real

Estate

(0.7%):

Oberoi

Realty

Ltd.

......................................................

6,356

171,240

Utilities

(0.9%):

Power

Grid

Corp.

India

Ltd.

.............................................

60,929

219,315

4,478,454

Indonesia

(2.3%):

Energy

(0.6%):

United

Tractors

Tbk

..................................................

92,900

154,463

Financials

(1.7%):

Bank

Mandiri

Persero

Tbk

..............................................

375,000

132,042

Bank

Rakyat

Indonesia

Persero

Tbk

.......................................

1,057,000

266,921

398,963

553,426

Luxembourg

(0.5%):

Materials

(0.5%):

Ternium

ADR

......................................................

3,850

111,958

Mexico

(1.2%):

Financials

(0.8%):

Grupo

Financiero

Banorte

SAB

Class

.................................

30,740

197,543

Real

Estate

(0.4%):

Corp

Inmobiliaria

Vesta

SAB

.........................................

36,233

92,480

290,023

Netherlands

(0.4%):

Real

Estate

(0.4%):

NEPI

Rockcastle

....................................................

12,189

89,145

Panama

(0.5%):

Industrials

(0.5%):

Copa

Holdings

Class

................................................

1,313

115,386

Poland

(2.0%):

Consumer

Discretionary

(0.7%):

LPP

..............................................................

154,328

Financials

(1.3%):

Powszechna

Kasa

Oszczednosci

Bank

Polski

................................

21,266

307,987

462,315

Russian

Federation

(0.0%):

Energy

(0.0%):

Gazprom

PJSC

(a)

(e)

(f)

...................................................

117,150

—

Rosneft

Oil

Co.

PJSC

GDR

(a)

(e)

(f)

.........................................

48,095

—

Financials

(0.0%):

Sberbank

Russia

PJSC

ADR

(a)

(e)

(f)

.......................................

31,735

—

Saudi

Arabia

(2.3%):

Consumer

Discretionary

(0.3%):

United

Electronics

Co.

...................................................

2,924

70,211

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Financials

(1.6%):

Alinma

Bank

..........................................................

27,180

209,379

Saudi

Awwal

Bank

......................................................

18,553

166,048

375,427

Industrials

(0.4%):

Riyadh

Cables

Group

Co.

.................................................

2,795

102,423

548,061

South

Africa

(1.6%):

Consumer

Discretionary

(0.4%):

Foschini

Group

Ltd.

.....................................................

10,730

95,424

Financials

(1.2%):

Nedbank

Group

Ltd.

.....................................................

19,398

290,324

385,748

South

Korea

(11.1%):

Communication

Services

(1.1%):

Krafton,

Inc.

(a)

........................................................

465

98,010

Telecom

Co.

Ltd.

....................................................

4,322

161,993

260,003

Financials

(2.1%):

Insurance

Co.

Ltd.

...................................................

1,231

85,551

Financial

Group,

Inc.

.................................................

2,809

158,215

KIWOOM

Securities

Co.

Ltd.

..............................................

879

68,649

Samsung

Securities

Co.

Ltd.

...............................................

6,208

181,559

493,974

Health

Care

(1.1%):

Classys,

Inc.

..........................................................

2,112

67,808

PharmaResearch

Co.

Ltd.

.................................................

789

139,336

T&L

Co.

Ltd.

..........................................................

1,133

51,185

258,329

Industrials

(2.7%):

Hanwha

Aerospace

Co.

Ltd.

...............................................

615

135,632

Hyundai

Electric

Co.

Ltd.

..............................................

631

162,273

Korea

Shipbuilding

Offshore

Engineering

Co.

Ltd.

(a)

........................

951

146,289

Hyundai

Rotem

Co.

Ltd.

(a)

................................................

3,118

104,622

Samsung

C&T

Corp.

....................................................

1,365

105,497

654,313

Information

Technology

(4.1%):

Innotek

Co.

Ltd.

(a)

...................................................

1,359

147,131

Samsung

Electronics

Co.

Ltd.

..............................................

8,856

316,118

Hynix,

Inc.

.........................................................

4,484

513,945

977,194

2,643,813

Taiwan

(16.6%):

Health

Care

(0.5%):

Bora

Pharmaceuticals

Co.

Ltd.

.............................................

5,000

114,600

Industrials

(0.3%):

Fortune

Electric

Co.

Ltd.

.................................................

4,600

78,762

Information

Technology

(15.5%):

Chroma

ATE,

Inc.

......................................................

9,000

111,993

Compeq

Manufacturing

Co.

Ltd.

............................................

54,000

115,183

Elite

Material

Co.

Ltd.

...................................................

13,000

244,186

Gold

Circuit

Electronics

Ltd.

...............................................

16,600

121,856

Insyde

Software

Corp.

...................................................

5,000

58,864

King

Yuan

Electronics

Co.

Ltd.

.............................................

34,000

115,136

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

2024

See

notes

financial

statements.

Security

Description

Value

Lotes

Co.

Ltd.

.........................................................

1,000

59,424

Taiwan

Semiconductor

Manufacturing

Co.

Ltd.

.................................

83,259

2,706,211

Wiwynn

Corp.

.........................................................

2,000

158,792

3,691,645

Materials

(0.3%):

Gloria

Material

Technology

Corp.

...........................................

53,000

75,130

3,960,137

Thailand

(2.1%):

Consumer

Staples

(1.1%):

ALL

PCL,

NVDR

....................................................

158,000

257,606

Energy

(0.6%):

PTT

Exploration

Production

PCL,

NVDR

...................................

38,900

136,748

Health

Care

(0.4%):

Bangkok

Dusit

Medical

Services

PCL,

NVDR

..................................

142,900

102,580

496,934

Turkey

(1.3%):

Consumer

Staples

(0.5%):

BIM

Birlesik

Magazalar

A/S

...............................................

8,136

121,533

Industrials

(0.8%):

Aselsan

Elektronik

Sanayi

Ticaret

A/S

......................................

48,260

98,908

Pegasus

Hava

Tasimaciligi

A/S

(a)

...........................................

15,182

91,402

190,310

311,843

United

Arab

Emirates

(1.5%):

Financials

(0.4%):

Dubai

Islamic

Bank

PJSC

.................................................

50,951

98,291

Real

Estate

(1.1%):

Emaar

Properties

PJSC

...................................................

75,636

265,010

363,301

United

Kingdom

(0.3%):

Health

Care

(0.3%):

Hikma

Pharmaceuticals

PLC

...............................................

3,236

80,667

United

States

(0.5%):

Consumer

Discretionary

(0.5%):

Samsonite

International

(c)

..............................................

44,700

123,272

Total

Common

Stocks

(Cost

$20,028,010)

23,385,170

Rights

(0.0%)(b)

Brazil

(0.0%):(b)

Consumer

Discretionary

(0.0%):(b)

Smartfit

Escola

Ginastica

Danca

(a)

...................................

369

Total

Rights

(Cost

$–)

Collateral

for

Securities

Loaned

(2.6%)^

United

States

(2.6%):

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

.41

(g)

........

154,420

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

.38

(g)

............

154,420

Invesco

Government

Agency

Portfolio,

Institutional

.40

(g)

...............

154,420

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

Schedule

Portfolio

Investments

—

continued

December

31,

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

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

.41

(g)

154,420

Total

Collateral

for

Securities

Loaned

(Cost

$617,680)

617,680

Total

Investments

(Cost

$20,645,690)

—

100.8%

24,002,901

Liabilities

excess

other

assets

—

(0.8)%

(

179,553

)

NET

ASSETS

100.00%

23,823,348

Purchased

with

cash

collateral

from

securities

loan.

(a)

Non-income

producing

security.

(b)

Amount

represents

less

than

0.05%

net

assets.

(c)

Rule

144A

security

other

security

that

restricted

resale

institutional

investors.

December

31,

2024,

the

fair

value

these

securities

was

$1,143,157

and

amounted

4.8%

net

assets.

(d)

All

portion

this

security

loan.

(e)

Security

was

fair

valued

based

upon

procedures

approved

the

Board

Trustees

and

represents

0.0%

net

assets

December

31,

2024.

This

security

classified

Level

within

the

fair

value

hierarchy.

(See

Note

the

Notes

Financial

Statements)

(f)

The

following

table

details

the

earliest

acquisition

date

and

cost

the

Fund's

restricted

securities

due

trading

restrictions

December

31,

2024.

(g)

Rate

disclosed

the

daily

yield

December

31,

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

December

31,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

Assets:

Investments,

value

(Cost

$20,645,690)

24,002,901‌

(a)

Foreign

currency,

value

(Cost

$6,750)

6,753‌

Cash

353,962‌

Receivables:

Dividends,

interest,

and

securities

lending

income

115,151‌

Capital

issued

17,033‌

Investments

sold

65,589‌

From

Adviser

23,429‌

Reclaims

481‌

Prepaid

expenses

47‌

Total

Assets

24,585,346‌

Liabilities:

Payables:

Collateral

received

loaned

securities

617,680‌

Capital

redeemed

3,039‌

Accrued

foreign

capital

gains

taxes

66,457‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

20,423‌

Administration

fees

1,146‌

Custodian

fees

14,065‌

Sub-Transfer

agent

fees

6,167‌

Compliance

fees

15‌

Trustees'

fees

8‌

Other

accrued

expenses

32,998‌

Total

Liabilities

761,998‌

Commitments

and

contingencies

(Note

)

Net

Assets:

Capital

22,814,466‌

Total

accumulated

earnings

(loss)

1,008,882‌

Net

Assets

23,823,348‌

(unlimited

authorized

with

par

value

$0.001

per

share):

2,206,813‌

Net

asset

value:

.80‌

(a)

Includes

$599,096

securities

loan.

Statement

Operations

For

the

Year

Ended

December

31,

2024

See

notes

financial

statements.

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

Investment

Income:

Dividends

791,829

Interest

9,374

Securities

lending

(net

fees)

445

Foreign

tax

withholding

(

82,219

)

Total

Income

719,429

Expenses:

Investment

advisory

fees

252,461

Administration

fees

13,545

Sub-Administration

fees

17,000

Custodian

fees

69,949

Transfer

agent

fees

249

Sub-Transfer

agent

fees

25,243

Trustees'

fees

3,322

Compliance

fees

221

Legal

and

audit

fees

34,727

Other

expenses

38,325

Total

Expenses

455,042

Expenses

waived/reimbursed

Adviser

(

114,282

)

Net

Expenses

340,760

Net

Investment

Income

(Loss)

378,669

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

1,030,616

Foreign

taxes

realized

gains

(

98,494

)

Net

change

unrealized

appreciation/depreciation

investment

securities

and

foreign

currency

translations

(

134,768

)

Net

change

accrued

foreign

taxes

unrealized

gains

137,763

Net

realized/unrealized

gains

(losses)

investments

935,117

Change

net

assets

resulting

from

operations

1,313,786

Victory

Variable

Insurance

Funds

Statements

Changes

Net

Assets

See

notes

financial

statements.

Victory

Sophus

Emerging

Markets

VIP

Series

Year

Ended

December

31,

2024

Year

Ended

December

31,

2023

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

378,669

378,694

Net

realized

gains

(losses)

932,122

(

1,100,433

)

Net

change

unrealized

appreciation/depreciation

2,995

3,436,691

Change

net

assets

resulting

from

operations

1,313,786

2,714,952

Change

net

assets

resulting

from

distributions

shareholders

(

691,058

)

(

819,245

)

Change

net

assets

resulting

from

capital

transactions

(

2,287,018

)

(

2,578,153

)

Change

net

assets

(

1,664,290

)

(

682,446

)

Net

Assets:

Beginning

period

25,487,638

26,170,084

End

period

23,823,348

25,487,638

Capital

Transactions:

Proceeds

from

issued

1,472,324

606,514

Distributions

reinvested

691,058

819,245

Cost

redeemed

(

4,450,400

)

(

4,003,912

)

Change

net

assets

resulting

from

capital

transactions

(

2,287,018

)

(

2,578,153

)

Transactions:

Issued

130,024

58,182

Reinvested

64,225

78,849

Redeemed

(

399,678

)

(

384,441

)

Change

(

205,429

)

(

247,410

)

Victory

Variable

Insurance

Funds

Financial

Highlights

For

Outstanding

Throughout

Each

Period

See

notes

financial

statements.

Victory

Sophus

Emerging

Markets

VIP

Series

Year

Ended

December

31,

2024

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Net

Asset

Value,

Beginning

Period

$10.57

$9.84

$16.52

$17.76

$15.73

Investment

Activities:

Net

investment

income

(loss)(a)

0.17

0.15

0.29

0.13

0.07

Net

realized

and

unrealized

gains

(losses)

0.38

0.93

(3.95)

(0.91)

2.42

Total

from

Investment

Activities

0.55

1.08

(3.66)

(0.78)

2.49

Distributions

Shareholders

from:

Net

investment

income

(0.32)

(0.35)

(0.09)

(0.16)

(0.32)

Net

realized

gains

—

(2.93)

(0.30)

(0.14)

Total

Distributions

(0.32)

(0.35)

(3.02)

(0.46)

Net

Asset

Value,

End

Period

$10.80

$10.57

$9.84

$16.52

$17.76

Total

Return(b)(c)

5.24%

11.03%

(22.46)%

(4.42)%

16.02%

Ratios

Average

Net

Assets:

Net

Expenses(d)

1.35%

Net

Investment

Income

(Loss)

1.50%

1.44%

2.07%

0.68%

0.49%

Gross

Expenses(d)

1.80%

1.76%

1.62%

1.53%

1.48%

Supplemental

Data:

Net

Assets

end

period

(000's)

$23,823

$25,488

$26,170

$38,014

$45,020

Portfolio

Turnover

83%

65%

53%

85%

96%

(a)

Per

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

method.

(b)

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.

(c)

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.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

any.

Notes

Financial

Statements

December

31,

2024

Victory

Variable

Insurance

Funds

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”),

American

Depositary

Receipts,

and

Rights,

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

December

31,

2024

Victory

Variable

Insurance

Funds

summary

the

valuations

December

31,

2024, based

upon

the

three

levels

defined

above,

included

the

table

below

while

the

breakdown,

category,

investments

disclosed

the

Schedule

Portfolio

Investments:

(a)

Zero

market

value

securities.

of December

31,

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 December

31,

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

Level

Total

Victory

Sophus

Emerging

Markets

VIP

Series

Common

Stocks

............................

2,994,074

20,391,096

—

(a)

23,385,170

Rights

...................................

—

Collateral

for

Securities

Loaned

................

617,680

—

617,680

Total

....................................

3,611,754

20,391,147

—

(a)

24,002,901

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

December

31,

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

year

ended

December

31,

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

year

ended

December

31,

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.

Value

Securities

Loan

Non-Cash

Collateral

Cash

Collateral

Victory

Sophus

Emerging

Markets

VIP

Series

............................

599,096

—

617,680

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

Sophus

Emerging

Markets

VIP

Series

..............................................

20,514,481

23,319,535

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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 year

ended

December

31,

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

year

ended

December

31,

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 year

ended

December

31,

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,

and

Victory

Portfolios

II,

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

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 year

ended

December

31,

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

year ended

December

31,

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 year

ended

December

31,

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.

December

31,

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

Sophus

Emerging

Markets

VIP

Series

1.35%

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

December

31,

2024.

of December

31,

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 year

ended

December

31,

2024.

Certain

officers

and/or

interested

trustees

the

Fund

are

also

officers

and/or

employees

the

Adviser,

administrator,

fund

accountant,

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.

Sector Focus

Risk

—

While

the

Fund

reserves

the

right

dynamically

allocate

its

assets

across

economic

sectors,

listed

below

are

some

the

risks

associated

with

the

sectors

which

the

Fund

may

make

significant

investments.

Market

economic

factors

impacting

ose

sectors

could

have

significant

effect

the

value

the

Fund's

investments

and

could

make

the

Fund's

performance

volatile.

Information

Technology

Sector Risk

— Companies

the

information

technology

sector

face

intense

competition,

both

domestically

and

internationally.

These

companies

may

smaller

newer

and

may

have

limited

product

lines,

markets,

financial

resources,

personnel.

The

products

companies

the

information

technology

sector

may

face

product

obsolescence

due

rapid

technological

developments

and

frequent

new

product

introduction,

unpredictable

changes

growth

rates,

and

competition

for

the

services

qualified

personnel.

These

com-

panies

may

developing

marketing

new

products

services

for

which

markets

are

not

yet

established

and

may

never

become

established.

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 generally

are

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

current

fiscal

year-end.

Expires

2025

Expires

2026

Expires

2027

Total

Victory

Sophus

Emerging

Markets

VIP

Series

................................

81,408

107,749

114,282

303,439

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

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

funds

the

Trust,

Victory

Variable

Insurance

Funds,

Victory

Portfolios,

and

Victory

Portfolios

III

(collectively,

the

"Victory

Funds

Complex"),

aggregate,

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 year

ended

December

31,

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

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

year

ended

December

31,

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

year

ended

December

31,

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.

December

31,

2024,

the

Statement

Assets

and

Liabilities,

there

were

permanent

book-to-tax

difference

reclassification

adjustments.

The

tax

character

distributions

paid

during

the

tax

years

ended,

noted

below,

were

follows

(total

distributions

paid

may

differ

from

the

Statements

Changes

Net

Assets

because,

for

tax

purposes,

dividends

are

recognized

when

actually

paid):

December

31,

2024,

the

components

accumulated

earnings

(loss)

tax

basis

were

follows:

Year

Ended

December

31,

2024

Distributions

Paid

From:

Ordinary

Income

Total

Distributions

Paid

Victory

Sophus

Emerging

Markets

VIP

Series

......................................................

691,058

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Total

Distributions

Paid

Victory

Sophus

Emerging

Markets

VIP

Series

......................................................

819,245

Notes

Financial

Statements

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

attributable

primarily

tax

deferral

losses

wash

sales

and

passive

foreign

investment

company

adjustments.

of December

31,

2024,

the

Fund

had

net

capital

loss

carryforwards as

shown

in the

table

below.

unlikely

that

the

Board

will

authorize

distribution

capital

gains

realized

the

future

until

the

capital

loss

carryforwards

have

been

used.

During

the

tax

year

ended

December

31,

2024,

the

Fund

utilized the following capital

loss

carryforwards

(amounts

thousands):

of December

31,

2024,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

follows:

New

Accounting

Pronouncement:

this

reporting

period,

the

Fund

adopted

FASB

Accounting

Standards

Update

2023-07,

Segment

Reporting

(Topic

280):

Improvements

Reportable

Segment

Disclosures.

Adoption

the

new

standard

impacted

financial

statement

disclosures

only

and

did

not

affect

the

Fund’s

financial

position

the

results

its

operations.

The

management

committee

the

Adviser

acts

the

Fund’s

Chief

Operating

Decision

Maker

(“CODM”).

The

Fund

represents

single

operating

segment,

the

CODM

monitors

the

operating

results

the

Fund

whole

and

the

Fund’s

long-term

strategic

asset

allocation

pre-determined

accordance

with

the

terms

its

prospectus,

based

defined

investment

strategy.

The

financial

information

the

form

the

Fund’s

portfolio

composition,

total

returns,

expense

ratios,

and

changes

net

assets,

which

are

used

the

CODM

assess

the

segment’s

performance

versus

the

Fund’s

comparative

benchmarks

and

make

resource

allocation

decisions

for

the

Fund’s

single

segment,

consistent

with

that

presented

within

the

Fund’s

financial

statements.

Segment

assets

are

reflected

the

accompanying

Statement

Assets

and

Liabilities

“total

assets”

and

significant

segment

expenses

are

listed

the

accompanying

Statement

Operations.

Undistributed

Ordinary

Income

Accumulated

Earnings

(Loss)

Other

Earnings

(Loss)

Accumulated

Capital

And

Other

Losses

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Victory

Sophus

Emerging

Markets

VIP

Series

332,646

(93,871)

(2,443,580)

3,213,687

1,008,882

Short-Term

Amount

Long-Term

Amount

Total

Victory

Sophus

Emerging

Markets

VIP

Series

.................................

(2,443,580)

—

(2,443,580)

Amount

Victory

Sophus

Emerging

Markets

VIP

Series

................................................................

(864,215)

Cost

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Victory

Sophus

Emerging

Markets

VIP

Series

............

20,789,143

5,899,549

(2,685,862)

3,213,687

Report

Independent

Registered

Public

Accounting

Firm

the

Shareholders

and

Board

Trustees

Victory

Variable

Insurance

Funds

Opinion

the

Financial

Statements

have

audited

the

accompanying

statement

assets

and

liabilities,

including

the

schedule

portfolio

investments,

Victory

Sophus

Emerging

Markets

VIP

Series

(the

“Fund”),

series

Victory

Variable

Insurance

Funds,

December

31,

2024,

the

statement

operations

for

the

year

then

ended,

the

statements

changes

net

assets

for

each

the

two

years

the

period

then

ended,

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

and

the

notes

(collectively

referred

the

“financial

statements”).

our

opinion,

the

financial

statements

present

fairly,

all

material

respects,

the

financial

position

the

Fund

December

31,

2024,

the

results

its

operations

for

the

year

then

ended,

the

changes

net

assets

for

each

the

two

years

the

period

then

ended,

and

the

financial

highlights

for

each

the

five

years

the

period

then

ended,

conformity

with

accounting

principles

generally

accepted

the

United

States

America.

Basis

for

Opinion

These

financial

statements

are

the

responsibility

the

Fund’s

management.

Our

responsibility

express

opinion

the

Fund’s

financial

statements

based

our

audits.

are

public

accounting

firm

registered

with

the

Public

Company

Accounting

Oversight

Board

(United

States)

(“PCAOB”)

and

are

required

independent

with

respect

the

Fund

accordance

with

the

U.S.

federal

securities

laws

and

the

applicable

rules

and

regulations

the

Securities

and

Exchange

Commission

and

the

PCAOB.

conducted

our

audits

accordance

with

the

standards

the

PCAOB.

Those

standards

require

that

plan

and

perform

the

audit

obtain

reasonable

assurance

about

whether

the

financial

statements

are

free

material

misstatement

whether

due

error

fraud.

Our

audits

included

performing

procedures

assess

the

risks

material

misstatement

the

financial

statements,

whether

due

error

fraud,

and

performing

procedures

that

respond

those

risks.

Such

procedures

included

examining,

test

basis,

evidence

regarding

the

amounts

and

disclosures

the

financial

statements.

Our

procedures

included

confirmation

securities

owned

December

31,

2024,

correspondence

with

the

custodian

and

brokers;

when

replies

were

not

received

from

brokers,

performed

other

auditing

procedures.

Our

audits

also

included

evaluating

the

accounting

principles

used

and

significant

estimates

made

management,

well

evaluating

the

overall

presentation

the

financial

statements.

believe

that

our

audits

provide

reasonable

basis

for

our

opinion.

have

served

the

auditor

one

the

investment

companies

advised

Victory

Capital

Management,

Inc.

since

2015.

COHEN

COMPANY,

LTD.

Cleveland,

Ohio

February

13,

2025

Supplemental

Information

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

Additional

Federal

Income

Tax

Information

For

the

fiscal

year

ended

December

31,

2024,

the

Fund

hereby

designates

the

maximum

amount

allowable

its

net

taxable

income

qualified

dividends

taxed

individual

net

capital

gain

rates.

Shareholders

will

notified

via

IRS

Form

1099

the

amounts

for

use

preparing

their

income

tax

return.

The

Fund

intends

elect

pass

through

shareholders

the

income

tax

credit

for

taxes

paid

foreign

countries.

Foreign

source

income

and

foreign

tax

expense

per

outstanding

December

31,

2024,

were $0.39

and

$0.08,

respectively.

Victory

Variable

Insurance

Funds

(Unaudited)

Supplemental

Information

—

continued

December

31,

2024

Considerations

the

Board

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

behalf

the

Fund

meeting,

which

was

called

for

that

purpose,

December

2024.

The

Board

also

considered

information

relating

the

Fund

and

the

Agreement

provided

throughout

the

year

and,

specifically,

the

meetings

October

21,

2024

and

December

2024.

considering

whether

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Fund

assist

evaluating

the

terms

the

Agreement.

response

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

the

continuation

the

Agreement.

The

Board,

including

the

Independent

Trustees,

evaluated

this

information

along

with

other

information

obtained

throughout

the

year

and

was

advised

legal

counsel

the

Fund

and

independent

legal

counsel

the

Independent

Trustees.

The

Board

considered

the

Fund’s

advisory

fee,

expense

ratio

and

investment

performance

significant

factors

determining

whether

the

Agreement

should

continued.

considering

whether

the

compensation

paid

the

Adviser

was

fair

and

reasonable,

the

Board

also

evaluated,

among

other

things,

the

following

factors:

The

requirements

the

Fund

for

the

services

provided

the

Adviser;

The

nature,

quality

and

extent

the

services

provided

and

expected

provided;

The

performance

the

Fund

compared

comparable

funds;

The

fees

payable

for

the

services

and

whether

the

fee

arrangements

provided

for

economies

scale

that

would

benefit

Fund

shareholders

the

Fund

grows

(acknowledging

that

economies

scale

can

complex

assess

and

typically

are

not

directly

measurable)

and

whether

breakpoints

would

appropriate;

Whether

the

fee

would

sufficient

enable

the

Adviser

attract

and

retain

experienced

personnel

and

continue

provide

quality

services

the

Fund;

The

fees

paid

other

clients

the

Adviser

whose

accounts

are

managed

similar

investment

style

and

any

differences

the

services

provided

the

other

clients

compared

those

provided

the

Fund;

The

total

expenses

the

Fund;

Management’s

commitment

operating

the

Fund

competitive

expense

levels;

The

profitability

the

Adviser

(as

reflected

comparing

fees

earned

against

estimate

the

Adviser’s

costs)

with

respect

the

Adviser’s

relationship

with

the

Fund;

Research

and

other

service

benefits

received

the

Adviser

obtained

through

payment

client

commissions

for

securities

transactions;

Other

benefits

received

the

Adviser,

and

its

affiliates,

including

revenues

paid

the

Adviser,

its

affiliates,

the

Fund

for

administration

and

fund

accounting

services,

and

distribution;

The

capabilities

and

financial

condition

the

Adviser;

Current

economic

and

industry

trends;

and

The

historical

relationship

between

the

Fund

and

the

Adviser.

The

Board

reviewed

the

Fund’s

gross

management

fee,

comprised

the

advisory

fee

plus

the

administrative

services

fee

paid

the

Adviser,

the

context

the

Adviser’s

business

and

services

with

respect

the

Fund

individually

and

with

respect

all

the

funds

whole.

The

Board

retained

independent,

third-party

consultant

provide

comparative

information

about

fees,

expenses

and

performance,

and

design

and

maintain

database

relevant

information

designed

assist

the

Board

retrieving

and

analyzing

comparative

information.

The

Board

met

with

the

consultant

review

its

inputs

and

methodologies,

among

other

things.

The

Board

compared

the

Fund’s

gross

management

fee

and

total

operating

expense

ratio

net

and

gross

basis

with

the

median

gross

management

fee

and

median

expense

ratio

universe

comparable

mutual

funds

compiled

the

consultant,

and

peer

group

funds

selected

that

consultant

from

the

universe.

The

Board

reviewed

the

factors

and

methodology

used

the

consultant

the

selection

the

Fund’s

peer

group,

including

the

consultant’s

selection

broad

universe

funds,

the

specific

universe

comparable

funds,

and

peer

groups

funds

with

comparable

investment

strategies

and

asset

levels,

among

other

factors.

The

Board

also

reviewed

any

changes

the

consultant’s

methodology

compared

the

prior

year,

including

those

resulting

from

the

Adviser’s

input,

any.

The

Board

also

reviewed

fees

and

other

information

the

Adviser’s

management

similarly

managed

institutional

private

accounts,

and

the

differences

the

services

provided

the

other

accounts.

The

Board

noted

that

the

advisory

fee

arrangement

for

the

Fund

does

not

include

breakpoints,

which

would

structure

that

results

reduced

fees

fund

grows.

The

Board

also

considered

the

Adviser’s

commitment

limit

expenses

discussed

detail

below.

prior

years,

evaluating

the

Adviser’s

performance,

the

Board

also

considered

how

the

Adviser

addressed

challenges

changing

market

conditions

and

legal

and

regulatory

developments

affecting

the

Fund.

help

evaluate

the

fees

and

expenses

the

Fund

relation

funds

peer

group

selected

independent

third-party

consultant,

the

Board

requested,

and

the

Adviser

provided,

supplemental

information

about

fee

levels

and

the

nature

the

services

provided

described

greater

detail

below.

The

Board

considered

factors

that

contributed

the

Fund’s

management

fee

the

Fund’s

total

expenses,

including,

among

other

things,

whether

the

Fund

requires

specific

specialized

portfolio

management,

administration

oversight

needs;

the

size

the

Fund’s

assets

relation

its

peers;

whether

the

Fund

has

experienced

sustained

redemptions

leading

decreased

assets;

and

the

factors

that

resulted

in,

for

example,

rapid

recent

changes

expenses.

The

Board

also

considered

the

extent

which

the

Adviser

waives

management

fees

and/

reimburses

any

expenses.

Supplemental

Information

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

Board

also

reviewed

the

compliance

and

administrative

services

provided

the

Fund

the

Adviser

and

its

affiliates,

including

the

Adviser’s

oversight

the

Fund’s

day-to-day

operations

and

oversight

Fund

accounting,

assistance

meeting

legal

and

regulatory

requirements,

and

other

services

necessary

for

the

operation

the

Fund

and

the

Trust.

The

Board

reviewed

the

Fund’s

performance

over

one-,

three-,

five-

and

ten-year

periods

(as

applicable)

against

the

performance

the

Fund’s

selected

peer

group

and

benchmark

index.

The

Board

recognized

that

the

performance

the

Fund

and

the

peer

group

funds

are

net

expenses,

while

the

performance

the

benchmark

index

reflects

gross

returns.

When

the

Fund

underperformed

the

funds

its

selected

peer

group

and/or

benchmark

index

for

any

the

periods

reported,

the

Board

considered

the

magnitude

and

duration

that

underperformance

relative

the

selected

peer

group

and/or

benchmark

index

(e.g.,

the

amount

which

the

Fund

underperformed,

including,

for

example,

whether

the

Fund

slightly

underperformed

significantly

underperformed

its

benchmark

both

absolute

and

relative

terms).

the

Fund

underperformed

the

selected

peer

group

and/or

benchmark

index

for

multiple

periods

time,

the

Board

further

inquired

into

the

circumstances

its

underperformance,

including

with

respect

significant

differences

investment

strategy

securities

exposure

the

Fund

compared

its

benchmark

index

and

selected

peer

group.

these

cases,

the

Board

discussed

with

the

Adviser

the

Fund’s

performance,

potential

reasons

for

the

relative

performance,

and,

necessary,

steps

that

the

Adviser

had

taken,

intends

take,

improve

performance,

including,

appropriate,

matters

relating

staffing

levels,

and

portfolio

trading

strategies,

among

other

things.

When

the

Fund’s

gross

management

fee,

net

management

fee

(gross

management

fees

less

any

fees

waived

expenses

reimbursed

the

Adviser)

total

net

expenses

ranked

the

fourth

quartile

(most

expensive),

the

Board

considered

the

magnitude

differences

relative

the

selected

peer

group

(e.g.,

the

amount

which

the

Fund’s

expenses

differed,

including,

for

example,

whether

the

Fund’s

fees

and

expenses

were

slightly

significantly

higher

compared

funds

its

selected

peer

group).

The

Board

also

met

with

the

portfolio

managers

the

Fund

during

the

months

prior

voting

the

contract

renewal

discuss

the

Fund’s

performance,

and

received

report

each

quarter

the

Fund’s

performance,

among

other

things,

from

the

Adviser’s

President

Investment

Franchises

Solutions

and

Head

Product

Strategy.

The

Board

also

considered

the

Adviser’s

responsiveness

with

respect

the

relative

performance.

The

Board

recognized

that

the

performance

data

reflects

period

particular

date

and

that

selecting

different

performance

period

could

produce

significantly

different

results.

The

Board

further

acknowledged

that

long-term

performance

could

affected

even

one

period

significant

outperformance

underperformance.

this

regard,

the

Board

noted

that

performance,

especially

short-term

performance,

only

one

the

factors

that

deems

relevant

its

consideration

the

Agreement.

The

Board

reviewed

various

other

specific

factors

with

respect

the

Fund,

described

below.

their

deliberations,

the

Trustees

did

not

rank

the

importance

any

particular

information

factor

considered

and

each

Trustee

may

have

attributed

different

weights

various

factors.

Performance.

The

Board

compared

the

Fund’s

performance

for

the

one-,

three-,

five-

and

ten-year

periods

ended

June

30,

2024,

that

the

median

performance

the

Fund’s

peer

group

and

benchmark

index

for

the

same

periods

and

considered

the

fact

that

the

Fund

outperformed

the

benchmark

index

for

the

one-

and

ten-year

periods,

underperformed

the

benchmark

index

for

the

three-

and

five-year

periods,

matched

the

performance

the

peer

group

median

for

the

one-

and

five-year

periods,

underperformed

the

peer

group

median

for

the

three-year

period

and

outperformed

the

peer

group

median

for

the

and

ten-year

period.

Fees

and

Expenses

The

Board

considered

that,

compared

other

funds

the

Fund’s

peer

group,

the

Fund’s

gross

management

fee

ranked

the

fourth

quartile

(most

expensive),

the

Fund’s

net

management

fee

(gross

management

fees

less

any

fees

waived

expenses

reimbursed

the

Adviser)

ranked

the

first

quartile

(least

expensive)

and

the

Fund’s

total

net

expenses

ranked

the

fourth

quartile

(most

expensive).

The

Board

also

considered

that

the

Fund

benefited

from

contractual

agreement

with

the

Adviser

pursuant

which

the

Adviser

waives

and/or

reimburses

expenses,

and

that

believed

that

the

waivers

and/or

reimbursements

likely

would

stabilize

the

Fund’s

expenses

during

that

period.

evaluating

the

Agreement,

the

Board

considered,

addition

those

considerations

described

above

and

among

other

things:

(1)

the

Fund’s

management

fee

compared

comparable

mutual

funds;

(2)

the

Fund’s

total

expense

ratio

compared

comparable

mutual

funds;

(3)

that

the

Adviser’s

willingness

limit

the

expenses

for

period

time

likely

would

stabilize

the

Fund’s

expenses

during

that

period;

and

(4)

any

discussions

the

Board

had

with

the

Adviser

outlined

above.

Taking

these

factors,

among

others,

into

consideration,

the

Board

concluded

that

the

Agreement

continued

the

best

interests

the

Fund’s

shareholders.

Conclusion

Based

its

review

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

determined

that:

(i)

the

Adviser’s

services

benefitted

the

Fund’s

shareholders,

particularly

light

the

nature

the

Fund

and

the

services

required

support

the

Fund;

(ii)

was

generally

satisfied

with

the

nature,

quality

and

extent

the

services

provide

the

Adviser

the

Fund;

and

(iii)

the

Agreement,

behalf

the

Fund

discussed

above,

was

consistent

with

the

best

interests

the

Fund

and

its

shareholders.

Accordingly,

the

Board

unanimously

approved

the

Agreement,

behalf

the

Fund,

for

additional

annual

period

the

basis

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

the

investment

advisory

fee

payable

the

Adviser

under

the

Agreement

light

the

investment

advisory

services

provided,

the

costs

these

services,

the

profitability

the

Adviser’s

relationship

with

the

Fund

and

the

comparability

the

fee

paid

the

fees

paid

other

investment

companies;

The

nature,

quality

and

extent

the

investment

advisory

services

provided

the

Adviser;

The

Adviser’s

entrepreneurial

commitment

the

management

the

Fund

and

the

creation

broad-based

family

funds,

which

entails

substantial

commitment

the

Adviser’s

resources

the

successful

operation

the

Fund;

Supplemental

Information

—

continued

December

31,

2024

Victory

Variable

Insurance

Funds

(Unaudited)

The

Adviser’s

representations

regarding

its

staffing

and

capabilities

manage

the

Fund,

including

the

retention

personnel

with

relevant

portfolio

management

experience;

The

Adviser’s

efforts

enhance

investment

results

by,

among

other

things,

developing

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

the

Adviser.

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-AR

(12/24)

(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.

Approval of Investment Advisory Contract is a part of the Financial Statements filed under Item 7(a) of this Form.

Item 12. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 13. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 14. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 15. Submission of Matters to a Vote of Security Holders.

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) The Code of Ethics is attached hereto.

(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

By (Signature and Title) /s/ Carol D. Trevino

Carol D. Trevino, Treasurer and Principal Financial Officer

Date: February 21, 2025

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title) /s/ Thomas Dusenberry

Thomas Dusenberry, President and Principal Executive Officer

Date: February 21, 2025

By (Signature and Title) /s/ Carol D. Trevino

Carol D. Trevino, Treasurer and Principal Financial Officer

Date: February 21, 2025

Victory Variable Insurance Funds N-CSRCertified annual shareholder report (management investment company)

UNITED STATES

FORM N-CSR

What were the Fund's costs for the last year?

What affected the Fund’s performance during the period?

Growth of $10,000 Investment

AVERAGE ANNUAL TOTAL RETURNS

FUND STATISTICS

($ amounts in 000s)

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

Material Fund Changes

Additional Shareholder Information

What were the Fund's costs for the last year?

What affected the Fund’s performance during the period?

Growth of $10,000 Investment

AVERAGE ANNUAL TOTAL RETURNS

FUND STATISTICS

($ amounts in 000s)

Asset AllocationFootnote Reference* (% of Net Assets)

Material Fund Changes

Additional Shareholder Information

What were the Fund's costs for the last year?

What affected the Fund’s performance during the period?

Growth of $10,000 Investment

AVERAGE ANNUAL TOTAL RETURNS

FUND STATISTICS

($ amounts in 000s)

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

Material Fund Changes

Additional Shareholder Information

What were the Fund's costs for the last year?

What affected the Fund’s performance during the period?

Growth of $10,000 Investment

AVERAGE ANNUAL TOTAL RETURNS

FUND STATISTICS

($ amounts in 000s)

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

Material Fund Changes

Additional Shareholder Information

What were the Fund's costs for the last year?

What affected the Fund’s performance during the period?

Growth of $10,000 Investment

AVERAGE ANNUAL TOTAL RETURNS

FUND STATISTICS

($ amounts in 000s)

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

Material Fund Changes

Additional Shareholder Information

What were the Fund's costs for the last year?

What affected the Fund’s performance during the period?

Growth of $10,000 Investment

AVERAGE ANNUAL TOTAL RETURNS

FUND STATISTICS

($ amounts in 000s)

Top SectorsFootnote Reference* (% of Net Assets)Footnote Reference

Top 10 HoldingsFootnote Reference* (% of Net Assets)Footnote Reference

Material Fund Changes

Additional Shareholder Information

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Asset Allocation^{Footnote Reference*} (% of Net Assets)

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top Sectors^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}

Top 10 Holdings^{Footnote Reference*} (% of Net Assets)^{Footnote Reference}