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, 4th Floor, Brooklyn, Ohio | | 44144 |
(Address of principal executive offices) | | (Zip code) |
|
Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, Ohio 43219 |
(Name and address of agent for service) |
|
Registrant’s telephone number, including area code: | 800-539-3863 | |
|
Date of fiscal year end: | December 31 | |
|
Date of reporting period: | June 30, 2017 | |
| | | | | | | | |
Item 1. Reports to Stockholders.
June 30, 2017
Semi Annual Report
Victory Variable Insurance Funds
Victory INCORE Investment Quality Bond VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable
Insurance Funds
Table of Contents
Financial Statements | |
Schedule of Portfolio Investments | | | 3 | | |
Statement of Assets and Liabilities | | | 11 | | |
Statement of Operations | | | 12 | | |
Statements of Changes in Net Assets | | | 13 | | |
Financial Highlights | | | 14 | | |
Notes to Financial Statements | | | 15 | | |
Supplemental Information | |
Trustee and Officer Information | | | 26 | | |
Proxy Voting and Form N-Q Information | | | 29 | | |
Expense Examples | | | 29 | | |
Portfolio Holdings | | | 31 | | |
The Fund is distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Fund and receives fees from the Fund for performing services for the Fund.
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Fund.
For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at www.vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE
• MAY LOSE VALUE
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
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2
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Asset Backed Securities (5.9%) | |
AmeriCredit Automobile Receivables Trust , Series 2017-2, Class B, 2.40%, 5/18/22, Callable 10/18/20 @ 100 | | $ | 3,560,000 | | | $ | 3,565,382 | | |
Avis Budget Rental Car Funding (AESOP) LLC , Series 14-1A, Class A, 2.46%, 7/20/20 (a) (b) | | | 4,000,000 | | | | 4,010,600 | | |
CarMax Auto Owner Trust , Series 15-3, Class B, 2.28%, 4/15/21, Callable 10/15/19 @ 100 | | | 3,225,000 | | | | 3,238,525 | | |
Dominos Pizza Master Issuer LLC , Series 2012-1A, Class A2, 5.22%, 1/25/42 (a) (b) | | | 3,929,975 | | | | 3,931,861 | | |
Drive Auto Receivables Trust , Series 2017-1, Class B, 2.36%, 3/15/21, Callable 3/15/21 @ 100 | | | 2,685,000 | | | | 2,683,722 | | |
Drive Auto Receivables Trust , Series 17-BA, Class B, 2.20%, 5/15/20, Callable 8/15/21 @ 100 (b) | | | 2,640,000 | | | | 2,641,072 | | |
DT Auto Owner Trust , Series 2017-2A, Class B, 2.44%, 2/15/21, Callable 4/15/22 @ 100 (b) | | | 3,180,000 | | | | 3,181,211 | | |
Fairway Outdoor Funding LLC , Series 2012-1A, Class A2, 4.21%, 10/15/42, Callable 10/15/18 @ 100 (b) | | | 4,337,349 | | | | 4,348,237 | | |
Popular ABS Mortgage Pass-Through Trust , Series 2005-2, Class AV1B, 1.48%, 4/25/35, Callable 11/25/20 @ 100 (c) | | | 911,784 | | | | 886,133 | | |
Santander Drive Auto Receivables Trust , Series 2017-2, Class B, 2.21%, 10/15/21, Callable 8/15/21 @ 100 | | | 4,123,000 | | | | 4,122,577 | | |
Santander Drive Auto Receivables Trust , Series 16-3, Class C, 2.46%, 3/15/22, Callable 1/15/20 @ 100 (a) | | | 7,365,000 | | | | 7,374,185 | | |
World Financial Network Credit Card Master Trust , Series 2017-A, Class A, 2.12%, 3/15/24 | | | 4,165,000 | | | | 4,159,062 | | |
Total Asset Backed Securities (Cost $44,115,970) | | | 44,142,567 | | |
Collateralized Mortgage Obligations (2.7%) | |
Banc of America Commercial Mortgage Trust , Series 2008-1, Class A4, 6.47%, 2/10/51 (a) (c) | | | 989,834 | | | | 998,034 | | |
DBUBS Mortgage Trust , Series 2011-LC1A, Class A3, 5.00%, 11/10/46 (b) | | | 4,500,000 | | | | 4,837,623 | | |
GS Mortgage Securities Trust , Series 2012-GC6, Class B, 5.84%, 1/10/45 (b) (c) | | | 3,250,000 | | | | 3,603,686 | | |
JPMorgan Chase Commercial Mortgage Securities Trust , Series 2006-LDP7, Class AM, 6.14%, 4/17/45 (a) (c) | | | 116,419 | | | | 116,419 | | |
Morgan Stanley BAML Trust , Series 2013-C13, Class A2, 2.94%, 11/15/46 (a) | | | 6,000,000 | | | | 6,091,045 | | |
Morgan Stanley Capital I Trust , Series 2007-IQ16, Class A4, 5.81%, 12/12/49 (a) | | | 668,007 | | | | 669,952 | | |
WF-RBS Commercial Mortgage Trust , Series 2012-C6, Class B, 4.70%, 4/15/45 | | | 3,275,000 | | | | 3,506,221 | | |
Total Collateralized Mortgage Obligations (Cost $20,716,034) | | | 19,822,980 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Residential Mortgage Backed Securities (1.8%) | |
Ameriquest Mortgage Securities, Inc. , Series 2003-5, Class A6, 5.04%, 4/25/33, Callable 7/25/17 @ 100 (c) | | $ | 191,277 | | | $ | 192,394 | | |
Bear Stearns Alt-A Trust , Series 03-3, Class 2A, 3.28%, 10/25/33, Callable 7/25/17 @ 100 (a) (c) | | | 1,770,079 | | | | 1,774,339 | | |
Countrywide Home Loans, Inc. , Series 2002-19, Class 1A1, 6.25%, 11/25/32, Callable 7/25/17 @ 100 | | | 184,768 | | | | 187,076 | | |
Credit Suisse First Boston Mortgage Securities Corp. , Series 2002-HE16, Class M1, 2.34%, 10/25/32, Callable 7/25/17 @ 100 (c) | | | 1,333,854 | | | | 1,316,945 | | |
GSR Mortgage Loan Trust , Series 2004-10F, Class 6A1, 5.00%, 9/25/34, Callable 7/25/17 @ 100 | | | 562,152 | | | | 562,443 | | |
JPMorgan Mortgage Trust , Series 2016-4, Class A5, 3.50%, 10/25/46, Callable 7/25/35 @ 100 (b) (c) | | | 2,183,481 | | | | 2,224,081 | | |
JPMorgan Mortgage Trust , Series 2005-A3, Class 11A2, 3.32%, 6/25/35, Callable 10/25/18 @ 100 (c) | | | 2,214,306 | | | | 2,253,329 | | |
JPMorgan Mortgage Trust , Series 2004-S2, Class 1A3, 4.75%, 11/25/19, Callable 1/25/19 @ 100 (a) | | | 266,960 | | | | 270,315 | | |
MASTR Adjustable Rate Mortgage Trust , Series 04-13, Class 3A1, 3.19%, 11/21/34, Callable 12/21/18 @ 100 (c) | | | 1,378,847 | | | | 1,413,483 | | |
Prime Mortgage Trust , Series 2004-2, Class A3, 5.25%, 11/25/19, Callable 7/25/17 @ 100 | | | 69,791 | | | | 70,379 | | |
Residential Funding Mortgage Securities I, Inc. , Series 2005-S3, Class A1, 4.75%, 3/25/20, Callable 7/25/17 @ 100 (a) | | | 205,403 | | | | 206,366 | | |
Structured Asset Securities Corp. , Series 2004-21XS, Class 2A6A, 5.24%, 12/25/34, Callable 7/25/17 @ 100 (a) (c) | | | 5,506 | | | | 5,582 | | |
Structured Asset Securities Corp. , Series 2004-20, Class 7A1, 5.25%, 11/25/34, Callable 7/25/17 @ 100 | | | 600,708 | | | | 607,444 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 2005-2, Class 2A1, 4.75%, 4/25/20, Callable 7/25/17 @ 100 | | | 98,128 | | | | 99,584 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 2004-Y, Class 3A1, 3.04%, 11/25/34, Callable 7/25/17 @ 100 (c) | | | 1,865,337 | | | | 1,880,257 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 2004-6, Class A4, 5.50%, 6/25/34, Callable 7/25/17 @ 100 | | | 562,514 | | | | 572,161 | | |
Total Residential Mortgage Backed Securities (Cost $13,582,774) | | | 13,636,178 | | |
Corporate Bonds (45.8%) | |
Consumer Discretionary (4.5%): | |
21st Century Fox America, Inc., 6.15%, 2/15/41 | | | 3,000,000 | | | | 3,786,491 | | |
AMC Networks, Inc., 5.00%, 4/1/24, Callable 4/1/20 @ 102.5 | | | 1,870,000 | | | | 1,914,413 | | |
Bed Bath & Beyond, Inc., 5.17%, 8/1/44, Callable 2/1/44 @ 100 | | | 2,765,000 | | | | 2,433,756 | | |
BorgWarner, Inc., 4.63%, 9/15/20 (a) | | | 1,500,000 | | | | 1,603,887 | | |
Coach, Inc., 4.25%, 4/1/25, Callable 1/1/25 @ 100 | | | 2,110,000 | | | | 2,152,151 | | |
D.R. Horton, Inc., 5.75%, 8/15/23, Callable 5/15/23 @ 100 | | | 2,035,000 | | | | 2,308,612 | | |
Darden Restaurants, Inc., 3.85%, 5/1/27, Callable 2/1/27 @ 100 | | | 1,450,000 | | | | 1,473,259 | | |
Dish DBS Corp., 5.00%, 3/15/23 | | | 1,480,000 | | | | 1,517,000 | | |
Hasbro, Inc., 6.35%, 3/15/40 | | | 3,655,000 | | | | 4,392,623 | | |
Lear Corp., 4.75%, 1/15/23, Callable 1/15/18 @ 102.38 | | | 2,886,000 | | | | 2,985,968 | | |
NVR, Inc., 3.95%, 9/15/22, Callable 6/15/22 @ 100 | | | 4,787,000 | | | | 5,011,663 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
SES Global Americas Holdings GP, 5.30%, 3/25/44 (b) | | $ | 2,475,000 | | | $ | 2,297,374 | | |
Sirius XM Radio, Inc., 4.63%, 5/15/23, Callable 5/15/18 @ 102.31 (b) | | | 1,633,000 | | | | 1,679,949 | | |
| | | 33,557,146 | | |
Consumer Staples (4.2%): | |
Church & Dwight Co., Inc., 2.88%, 10/1/22 | | | 1,865,000 | | | | 1,882,921 | | |
Kerry Group Finance Services, 3.20%, 4/9/23, Callable 1/9/23 @ 100 (b) | | | 5,760,000 | | | | 5,722,566 | | |
Mead Johnson Nutrition Co. 4.90%, 11/1/19 | | | 4,890,000 | | | | 5,189,238 | | |
3.00%, 11/15/20 | | | 3,000,000 | | | | 3,077,301 | | |
4.60%, 6/1/44, Callable 12/1/43 @ 100 | | | 1,450,000 | | | | 1,608,391 | | |
Reynolds American, Inc. 4.85%, 9/15/23 | | | 2,750,000 | | | | 3,031,889 | | |
5.70%, 8/15/35, Callable 2/15/35 @ 100 | | | 1,835,000 | | | | 2,174,481 | | |
The Kraft Heinz Co., 2.00%, 7/2/18 | | | 4,500,000 | | | | 4,511,394 | | |
Tyson Foods, Inc., 3.55%, 6/2/27, Callable 3/2/27 @ 100 | | | 1,428,000 | | | | 1,444,659 | | |
Vector Group Ltd., 6.13%, 2/1/25, Callable 2/1/20 @ 103.06 (b) | | | 2,455,000 | | | | 2,550,131 | | |
| | | 31,192,971 | | |
Energy (2.3%): | |
Boardwalk Pipelines LP, 4.45%, 7/15/27, Callable 4/15/27 @ 100 | | | 2,667,000 | | | | 2,730,531 | | |
Dolphin Energy Ltd., 5.89%, 6/15/19 (b) | | | 600,200 | | | | 615,920 | | |
Marathon Petroleum Corp. 6.50%, 3/1/41, Callable 9/1/40 @ 100 | | | 1,285,000 | | | | 1,484,032 | | |
5.85%, 12/15/45, Callable 6/15/45 @ 100 | | | 1,695,000 | | | | 1,718,461 | | |
Petroleos Mexicanos, 5.75%, 3/1/18 | | | 1,251,000 | | | | 1,280,209 | | |
Valero Energy Corp. 3.40%, 9/15/26, Callable 6/15/26 @ 100 | | | 1,840,000 | | | | 1,799,962 | | |
6.63%, 6/15/37 | | | 2,750,000 | | | | 3,396,525 | | |
Western Gas Partners LP, 4.65%, 7/1/26, Callable 4/1/26 @ 100 | | | 3,675,000 | | | | 3,761,858 | | |
| | | 16,787,498 | | |
Financials (14.5%): | |
Aflac, Inc., 2.88%, 10/15/26, Callable 7/15/26 @ 100 | | | 2,450,000 | | | | 2,386,351 | | |
Alleghany Corp., 4.90%, 9/15/44, Callable 3/15/44 @ 100 | | | 1,648,000 | | | | 1,744,006 | | |
Bank of America Corp. 2.00%, 1/11/18 | | | 3,000,000 | | | | 3,004,590 | | |
2.50%, 10/21/22, Callable 10/21/21 @ 100, MTN | | | 3,500,000 | | | | 3,455,260 | | |
4.18%, 11/25/27, Callable 11/25/26 @ 100 | | | 3,330,000 | | | | 3,386,893 | | |
BB&T Corp., 2.75%, 4/1/22, MTN, Callable 3/1/22 @ 100 | | | 3,550,000 | | | | 3,602,444 | | |
Capital One Financial Corp. 2.45%, 4/24/19, Callable 3/24/19 @ 100 | | | 1,095,000 | | | | 1,100,856 | | |
4.20%, 10/29/25, Callable 9/29/25 @ 100 | | | 3,845,000 | | | | 3,877,075 | | |
Cincinnati Financial Corp., 6.13%, 11/1/34 | | | 2,170,000 | | | | 2,650,022 | | |
Citigroup, Inc. 4.50%, 1/14/22 | | | 4,700,000 | | | | 5,053,948 | | |
4.13%, 7/25/28 | | | 1,250,000 | | | | 1,268,905 | | |
Credit Suisse AG (New York) Branch, 5.30%, 8/13/19 | | | 2,200,000 | | | | 2,349,842 | | |
Daimler Finance North America LLC, 1.63%, 5/18/18 (b) (c) | | | 5,000,000 | | | | 5,011,520 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
General Motors Financial Co., Inc. 2.63%, 7/10/17 | | $ | 3,500,000 | | | $ | 3,500,350 | | |
3.25%, 5/15/18 (a) | | | 3,500,000 | | | | 3,541,017 | | |
HSBC Holdings PLC, 5.10%, 4/5/21 | | | 5,000,000 | | | | 5,436,015 | | |
JPMorgan Chase & Co. 6.30%, 4/23/19 | | | 3,000,000 | | | | 3,228,807 | | |
3.38%, 5/1/23 | | | 6,700,000 | | | | 6,798,885 | | |
5.40%, 1/6/42 | | | 1,624,000 | | | | 1,965,051 | | |
KeyBank NA, 2.25%, 3/16/20 | | | 6,523,000 | | | | 6,555,713 | | |
Morgan Stanley 5.95%, 12/28/17 | | | 4,000,000 | | | | 4,081,620 | | |
3.75%, 2/25/23 | | | 3,000,000 | | | | 3,119,439 | | |
3.13%, 7/27/26, MTN | | | 2,750,000 | | | | 2,673,679 | | |
PNC Financial Services Group, Inc. 1.80%, 11/5/18, Callable 10/6/18 @ 100 | | | 5,000,000 | | | | 5,007,060 | | |
2.15%, 4/29/21, Callable 3/30/21 @ 100 | | | 4,500,000 | | | | 4,472,384 | | |
Regions Bank, 7.50%, 5/15/18 (a) | | | 4,000,000 | | | | 4,187,488 | | |
Skandinaviska Enskilda Banken AB, 1.75%, 3/19/18 (b) | | | 5,250,000 | | | | 5,251,890 | | |
SVB Financial Group, 3.50%, 1/29/25 | | | 961,000 | | | | 943,250 | | |
The Goldman Sachs Group, Inc. 2.35%, 11/15/21, Callable 11/15/20 @ 100 | | | 4,540,000 | | | | 4,478,914 | | |
5.75%, 1/24/22 | | | 2,750,000 | | | | 3,096,154 | | |
Wells Fargo & Co., 4.90%, 11/17/45 | | | 1,850,000 | | | | 2,017,199 | | |
| | | 109,246,627 | | |
Health Care (3.9%): | |
Agilent Technologies, Inc., 3.05%, 9/22/26, Callable 6/22/26 @ 100 | | | 2,755,000 | | | | 2,659,727 | | |
Amgen, Inc., 4.40%, 5/1/45, Callable 11/1/44 @ 100 | | | 1,825,000 | | | | 1,874,547 | | |
Biogen, Inc., 4.05%, 9/15/25, Callable 6/15/25 @ 100 | | | 4,595,000 | | | | 4,851,350 | | |
Bio-Rad Laboratories, Inc., 4.88%, 12/15/20 (a) | | | 650,000 | | | | 698,398 | | |
DaVita, Inc., 5.13%, 7/15/24, Callable 7/15/19 @ 102.56 | | | 2,249,000 | | | | 2,282,735 | | |
DENTSPLY Sirona, Inc., 4.13%, 8/15/21, Callable 5/15/21 @ 100 | | | 2,641,000 | | | | 2,753,525 | | |
Express Scripts Holding Co., 4.80%, 7/15/46, Callable 1/15/46 @ 100 | | | 1,375,000 | | | | 1,398,610 | | |
Fresenius Medical Care US Finance, Inc., 6.88%, 7/15/17 | | | 1,500,000 | | | | 1,502,400 | | |
Gilead Sciences, Inc., 4.40%, 12/1/21, Callable 9/1/21 @ 100 | | | 6,150,000 | | | | 6,634,639 | | |
HCA Holdings, Inc., 6.25%, 2/15/21 | | | 2,220,000 | | | | 2,425,351 | | |
Humana, Inc., 3.95%, 3/15/27, Callable 12/15/26 @ 100 | | | 2,080,000 | | | | 2,167,684 | | |
| | | 29,248,966 | | |
Industrials (3.9%): | |
AerCap Ireland Capital Ltd., 3.75%, 5/15/19 | | | 2,900,000 | | | | 2,978,680 | | |
Canadian National Railway Co., 3.20%, 8/2/46, Callable 2/2/46 @ 100 | | | 825,000 | | | | 753,058 | | |
Hexcel Corp., 3.95%, 2/15/27, Callable 11/15/26 @ 100 | | | 1,085,000 | | | | 1,111,063 | | |
Hubbell, Inc., 3.35%, 3/1/26, Callable 12/1/25 @ 100 | | | 2,080,000 | | | | 2,082,598 | | |
IDEX Corp., 4.20%, 12/15/21, Callable 9/15/21 @ 100 | | | 3,165,000 | | | | 3,291,404 | | |
Kansas City Southern 3.00%, 5/15/23, Callable 2/15/23 @ 100 | | | 2,795,000 | | | | 2,804,380 | | |
4.95%, 8/15/45, Callable 2/15/45 @ 100 | | | 1,440,000 | | | | 1,570,291 | | |
Lockheed Martin Corp., 1.85%, 11/23/18 | | | 5,000,000 | | | | 5,008,299 | | |
Northrop Grumman Corp., 7.75%, 6/1/29 | | | 500,000 | | | | 669,299 | | |
Owens Corning, 4.20%, 12/15/22, Callable 9/15/22 @ 100 | | | 2,400,000 | | | | 2,532,190 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Valmont Industries, Inc., 5.00%, 10/1/44, Callable 4/1/44 @ 100 | | $ | 2,603,000 | | | $ | 2,543,043 | | |
Wabtec Corp., 3.45%, 11/15/26, Callable 8/15/26 @ 100 (b) | | | 4,090,000 | | | | 4,032,678 | | |
| | | 29,376,983 | | |
Information Technology (2.1%): | |
Activision Blizzard, Inc. 6.13%, 9/15/23, Callable 9/15/18 @ 103.06 (b) | | | 3,841,000 | | | | 4,144,823 | | |
3.40%, 9/15/26, Callable 6/15/26 @ 100 | | | 1,835,000 | | | | 1,838,039 | | |
4.50%, 6/15/47, Callable 12/15/46 @ 100 | | | 1,080,000 | | | | 1,074,565 | | |
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 | | | 813,000 | | | | 844,487 | | |
Cardtronics, Inc., 5.50%, 5/1/25, Callable 5/1/20 @ 104.13 (b) | | | 2,404,000 | | | | 2,476,120 | | |
Juniper Networks, Inc., 5.95%, 3/15/41 | | | 1,345,000 | | | | 1,506,146 | | |
NVIDIA Corp., 3.20%, 9/16/26, Callable 6/16/26 @ 100 | | | 3,660,000 | | | | 3,629,000 | | |
| | | 15,513,180 | | |
Materials (2.8%): | |
Anglo American Capital PLC, 2.63%, 9/27/17 (b) | | | 4,000,000 | | | | 4,004,000 | | |
Ecolab, Inc., 2.00%, 1/14/19 | | | 1,160,000 | | | | 1,165,053 | | |
Lyondellbasell Industries NV, 5.00%, 4/15/19, Callable 1/15/19 @ 100 | | | 1,800,000 | | | | 1,881,794 | | |
Newmont Mining Corp., 4.88%, 3/15/42, Callable 9/15/41 @ 100 | | | 1,655,000 | | | | 1,748,734 | | |
Nucor Corp., 5.20%, 8/1/43, Callable 2/1/43 @ 100 | | | 1,335,000 | | | | 1,566,472 | | |
Reliance Steel & Aluminum Co., 4.50%, 4/15/23, Callable 1/15/23 @ 100 | | | 4,275,000 | | | | 4,515,764 | | |
Rock-Tenn Co., 4.90%, 3/1/22 | | | 3,200,000 | | | | 3,487,437 | | |
Vale Overseas Ltd., 6.25%, 8/10/26 | | | 2,340,000 | | | | 2,524,275 | | |
| | | 20,893,529 | | |
Real Estate (2.8%): | |
Columbia Property Trust Operating Partnership, 3.65%, 8/15/26, Callable 5/15/26 @ 100 | | | 1,590,000 | | | | 1,540,349 | | |
Crown Castle Towers LLC, 6.11%, 1/15/40, Callable 7/15/19 @ 100 (b) | | | 5,800,000 | | | | 6,235,533 | | |
CubeSmart LP, 3.13%, 9/1/26, Callable 6/1/26 @ 100 | | | 2,835,000 | | | | 2,693,885 | | |
DDR Corp., 4.75%, 4/15/18 | | | 2,000,000 | | | | 2,039,142 | | |
Lexington Realty Trust, 4.25%, 6/15/23, Callable 3/15/23 @ 100 | | | 2,145,000 | | | | 2,143,239 | | |
SBA Tower Trust 2.24%, 4/15/43, Callable 8/7/17 @ 100 (b) | | | 1,050,000 | | | | 1,049,495 | | |
3.16%, 10/15/45, Callable 10/15/19 @ 100 (b) | | | 3,000,000 | | | | 3,058,620 | | |
Welltower, Inc., 4.50%, 1/15/24, Callable 10/15/23 @ 100 | | | 1,861,000 | | | | 1,986,082 | | |
| | | 20,746,345 | | |
Telecommunication Services (1.9%): | |
AT&T, Inc. 2.30%, 3/11/19 | | | 9,000,000 | | | | 9,053,379 | | |
6.30%, 1/15/38 | | | 2,200,000 | | | | 2,586,375 | | |
Verizon Communications, Inc., 5.25%, 3/16/37 | | | 2,395,000 | | | | 2,574,603 | | |
| | | 14,214,357 | | |
Utilities (2.9%): | |
Consolidated Edison, Inc., 6.30%, 8/15/37 | | | 1,870,000 | | | | 2,470,584 | | |
Empresa Nacional de Electricidad SA, 4.25%, 4/15/24, Callable 1/15/24 @ 100 | | | 3,527,000 | | | | 3,661,168 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Iberdrola International BV 6.75%, 9/15/33 | | $ | 373,000 | | | $ | 451,728 | | |
6.75%, 7/15/36 | | | 783,000 | | | | 1,019,112 | | |
Nevada Power Co., 6.65%, 4/1/36 | | | 600,000 | | | | 809,131 | | |
Oklahoma G&e Co., 5.25%, 5/15/41, Callable 11/15/40 @ 100 | | | 1,546,000 | | | | 1,793,226 | | |
Public Service Enterprise Group, Inc., 4.00%, 6/1/44, Callable 12/1/43 @ 100 | | | 1,289,000 | | | | 1,316,573 | | |
SCANA Corp., 4.75%, 5/15/21, Callable 2/15/21 @ 100 | | | 2,675,000 | | | | 2,785,357 | | |
South Carolina Electric & Gas Co., 4.60%, 6/15/43, Callable 12/15/42 @ 100 | | | 2,355,000 | | | | 2,443,258 | | |
Southern Power Co., 1.85%, 12/1/17 | | | 5,000,000 | | | | 5,004,390 | | |
| | | 21,754,527 | | |
Total Corporate Bonds (Cost $339,524,571) | | | 342,532,129 | | |
Government National Mortgage Association (0.0%) (d) | |
Government National Mortgage Association 6.00%, 12/15/33 | | | 42,860 | | | | 49,213 | | |
Total Government National Mortgage Association (Cost $44,024) | | | 49,213 | | |
U.S. Government Mortgage Backed Agencies (24.9%) | |
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 – 7/1/39 (a) | | | 2,574,805 | | | | 2,816,708 | | |
5.50%, 9/15/35 | | | 336,925 | | | | 338,492 | | |
7.00%, 9/1/38 (a) | | | 93,442 | | | | 108,244 | | |
4.00%, 1/1/41 | | | 2,348,064 | | | | 2,478,917 | | |
4.50%, 1/1/41 – 7/1/44 | | | 20,742,929 | | | | 22,317,409 | | |
| | | 28,059,770 | | |
Federal Home Loan Mortgage Corp.,Structured Agency Credit Risk Debt Notes Series 2014-DN1, Class M23.42%, 2/25/24 | | | 4,451,729 | | | | 4,576,474 | | |
Federal National Mortgage Assoc. 5.00%, 4/1/23 – 12/1/39 | | | 2,042,518 | | | | 2,232,977 | | |
8.00%, 1/1/30 – 3/1/30 | | | 9,267 | | | | 11,031 | | |
5.50%, 2/1/38 – 2/1/39 | | | 1,201,111 | | | | 1,334,078 | | |
4.00%, 9/1/40 – 3/1/46 | | | 15,213,771 | | | | 16,015,290 | | |
| | | 19,593,376 | | |
Federal National Mortgage Association 6.00%, 8/1/21 – 2/1/37 (a) | | | 3,586,170 | | | | 4,053,501 | | |
7.50%, 12/1/29 | | | 60,205 | | | | 70,165 | | |
8.00%, 6/1/30 – 9/1/30 | | | 25,348 | | | | 29,136 | | |
7.00%, 2/1/32 – 6/1/32 | | | 52,716 | | | | 61,378 | | |
3.26%, 12/1/36 | | | 171,468 | | | | 178,778 | | |
5.50%, 1/1/38 | | | 86,672 | | | | 95,931 | | |
4.50%, 12/1/38 – 2/1/47 | | | 4,740,493 | | | | 5,110,155 | | |
4.00%, 11/1/43 – 3/1/46 | | | 24,157,635 | | | | 25,566,693 | | |
3.50%, 2/1/46 – 8/1/46 | | | 52,817,246 | | | | 54,280,235 | | |
2.94%, 8/1/46 (a) | | | 156,586 | | | | 157,328 | | |
3.00%, 8/1/46 – 2/1/47 | | | 43,893,680 | | | | 43,917,432 | | |
| | | 133,520,732 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Government National Mortgage Assoc. 6.00%, 10/15/32 | | $ | 127,822 | | | $ | 150,698 | | |
Total U.S. Government Mortgage Backed Agencies (Cost $188,448,212) | | | 185,901,050 | | |
U.S. Treasury Obligations (13.6%) | |
U.S. Treasury Bills 0.81%, 8/10/17 (e) | | | 22,000,000 | | | | 21,979,759 | | |
1.03%, 11/9/17 (e) | | | 22,000,000 | | | | 21,917,192 | | |
U.S. Treasury Bonds 5.38%, 2/15/31 | | | 1,331,000 | | | | 1,788,843 | | |
2.88%, 5/15/43 | | | 15,446,000 | | | | 15,595,641 | | |
3.63%, 2/15/44 | | | 11,556,000 | | | | 13,316,037 | | |
3.00%, 11/15/45 | | | 7,481,000 | | | | 7,705,138 | | |
U.S. Treasury Notes 1.13%, 8/31/21 | | | 8,026,000 | | | | 7,815,631 | | |
1.75%, 5/31/22 | | | 9,599,000 | | | | 9,542,759 | | |
2.00%, 8/15/25 | | | 1,991,000 | | | | 1,957,169 | | |
Total U.S. Treasury Obligations (Cost $101,054,865) | | | 101,618,169 | | |
Total Investments (Cost $707,486,450) — 94.7% | | | 707,702,286 | | |
Other assets in excess of liabilities — 5.3% | | | 39,950,346 | | |
NET ASSETS — 100.00% | | $ | 747,652,632 | | |
(a) All or a portion of this security has been segregated as collateral for derivative instruments and/or securities purchased on a when-issued basis.
(b) Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2017, the fair value of these securities was $76,908,990 and amounted to 10.3% of net assets.
(c) Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2017.
(d) Amount represents less than 0.05% of net assets.
(e) Rate represents the effective yield at purchase.
LLC — Limited Liability Co.
LP — Limited Partnership
MTN — Medium Term Note
PLC — Public Liability Co.
Futures Contracts Purchased
| | Number of Contracts | | Expiration Date | | Notional Amount at Value | | Unrealized Appreciation (Depreciation) | |
10-Year US Treasury Note Future | | | 483 | | | 9/20/17 | | $ | 60,631,594 | | | $ | (191,147 | ) | |
2-Year U.S. Treasury Note Future | | | 275 | | | 9/29/17 | | | 59,430,078 | | | | (90,032 | ) | |
30-Year US Treasury Bond Future | | | 14 | | | 9/20/17 | | | 2,151,625 | | | | 14,875 | | |
5-Year U.S. Treasury Note Future | | | 142 | | | 9/29/17 | | | 16,732,703 | | | | (30,353 | ) | |
| | | | | | | | $ | (296,657 | ) | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Centrally Cleared
Credit Default Swap Agreements — Sell Protection (a)
As of June 30, 2017, the Fund's open credit default swap agreements were as follows:
Underlying Instrument | | Counterparty | | Maturity Date | | Implied Credit Spread at June 30, 2017 (b) | | Notional Amount (c) | | Fixed Deal Receive Rate | | Value | | Premiums Paid/ (Received) | | Unrealized Depreciation | |
CDX North America High Yield Index Swap Agreement; Series 28 | | Goldman Sachs | | 6/20/22 | | | 3.38 | % | | $ | 50,000,000 | | | | 5.00 | % | | $ | 3,456,929 | | | $ | 3,809,500 | | | $ | (352,571 | ) | |
CDX North America Investment Grade 5 Year; Series 28 | | Goldman Sachs | | 6/20/22 | | | 0.60 | | | | 8,000,000 | | | | 1.00 | | | | 148,732 | | | | 156,389 | | | | (7,657 | ) | |
| | $ | 3,605,661 | | | $ | 3,965,889 | | | $ | (360,228 | ) | |
(a) When a credit event occurs as defined under the terms of the swap agreement, the Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity and take delivery of the reference entity or (ii) pay a net amount equal to the par value of the defaulted reference entity less its recovery value.
(b) Implied credit spread, represented in absolute terms, utilized in determining the value of the credit default swap agreements as of period end will serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.
(c) The notional amount represents the maximum potential amount the Fund could be required to pay as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement, for each security included in the CDX North America High Yield Index and CDX North America Investment Grade 5 Year.
See notes to financial statements.
10
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2017 | |
(Unaudited)
| | Victory INCORE Investment Quality Bond VIP Series | |
ASSETS: | |
Investments, at value (Cost $707,486,450) | | $ | 707,702,286 | | |
Cash and cash equivalents | | | 26,611,384 | | |
Deposits with brokers for futures contracts | | | 2,802,769 | | |
Deposits with brokers for swap agreements | | | 6,364,615 | | |
Interest and dividends receivable | | | 4,541,561 | | |
Receivable for capital shares issued | | | 117,757 | | |
Variation margin receivable on open swap agreements | | | 112,904 | | |
Receivable from Adviser | | | 51,804 | | |
Prepaid expenses | | | 24,043 | | |
Total Assets | | | 748,329,123 | | |
LIABILITIES: | |
Payable for capital shares redeemed | | | 135,019 | | |
Variation margin payable on open futures contracts | | | 182,531 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 310,471 | | |
Administration fees | | | 37,793 | | |
Custodian fees | | | 8,476 | | |
Other accrued expenses | | | 2,201 | | |
Total Liabilities | | | 676,491 | | |
NET ASSETS: | |
Capital | | | 736,477,178 | | |
Accumulated net investment income | | | 8,253,163 | | |
Accumulated net realized gains from investments | | | 3,363,340 | | |
Net unrealized depreciation on investments | | | (441,049 | ) | |
Net Assets | | $ | 747,652,632 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 61,287,459 | | |
Net asset value: | | $ | 12.20 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2017 | |
(Unaudited)
| | Victory INCORE Investment Quality Bond VIP Series | |
Investment Income: | |
Interest income | | $ | 10,973,872 | | |
Securities lending income | | | 1,618 | | |
Total Income | | | 10,975,490 | | |
Expenses: | |
Investment advisory fees | | | 1,847,010 | | |
Administration fees | | | 224,899 | | |
Custodian fees | | | 21,804 | | |
Transfer agent fees | | | 602 | | |
Trustees' fees | | | 24,630 | | |
Chief Compliance Officer fees | | | 2,178 | | |
Legal and audit fees | | | 38,493 | | |
Interest expense on line of credit | | | 738 | | |
Printing fees | | | 21,402 | | |
Other expenses | | | 9,781 | | |
Total Expenses | | | 2,191,537 | | |
Expenses waived/reimbursed by Adviser | | | (122,388 | ) | |
Net Expenses | | | 2,069,149 | | |
Net Investment Income | | | 8,906,341 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized losses from securities transactions | | | 164,021 | | |
Net realized gains from futures transactions | | | 1,138,265 | | |
Net realized gains from swap transactions | | | 3,101,795 | | |
Net change in unrealized appreciation/depreciation on investments | | | 8,390,323 | | |
Net change in unrealized appreciation/depreciation on futures transactions | | | (242,954 | ) | |
Net change in unrealized appreciation/depreciation on swap transactions | | | (1,767,163 | ) | |
Net realized/unrealized gains on investments | | | 10,784,287 | | |
Change in net assets resulting from operations | | $ | 19,690,628 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory INCORE Investment Quality Bond VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income | | $ | 8,906,341 | | | $ | 16,040,228 | | |
Net realized gains from investment transactions | | | 4,404,081 | | | | 13,536,365 | | |
Net change in unrealized appreciation/depreciation on investments | | | 6,380,206 | | | | (3,545,666 | ) | |
Change in net assets resulting from operations | | | 19,690,628 | | | | 26,030,927 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (17,439,784 | ) | |
From net realized gains | | | — | | | | (12,726,901 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (30,166,685 | ) | |
Change in net assets resulting from capital transactions | | | 11,669,857 | | | | (35,323,398 | ) | |
Capital Contribution from Prior Custodian, Net (See Note 7) | | | — | | | | 55,751 | | |
Change in net assets | | | 31,360,485 | | | | (39,403,405 | ) | |
Net Assets: | |
Beginning of period | | | 716,292,147 | | | | 755,695,552 | | |
End of period | | $ | 747,652,632 | | | $ | 716,292,147 | | |
Accumulated net investment income | | $ | 8,253,163 | | | $ | (653,178 | ) | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 59,007,292 | | | $ | 56,571,898 | | |
Distributions reinvested | | | — | | | | 30,166,685 | | |
Cost of shares redeemed | | | (47,337,435 | ) | | | (122,061,981 | ) | |
Change in net assets resulting from capital transactions | | $ | 11,669,857 | | | $ | (35,323,398 | ) | |
Share Transactions: | |
Issued | | | 4,935,103 | | | | 4,534,026 | | |
Reinvested | | | — | | | | 2,547,862 | | |
Redeemed | | | (3,923,304 | ) | | | (9,896,923 | ) | |
Change in Shares | | | 1,011,799 | | | | (2,815,035 | ) | |
See notes to financial statements.
13
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | Victory INCORE Investment Quality Bond VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | | Year Ended December 31, 2012 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 11.88 | | | $ | 11.98 | | | $ | 12.38 | | | $ | 12.18 | | | $ | 12.78 | | | $ | 12.57 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.14 | (a) | | | 0.27 | (a) | | | 0.31 | (a) | | | 0.38 | | | | 0.34 | | | | 0.38 | | |
Net realized and unrealized gains(losses) on investments | | | 0.18 | | | | 0.15 | | | | (0.27 | ) | | | 0.30 | | | | (0.54 | ) | | | 0.42 | | |
Total from Investment Activities | | | 0.32 | | | | 0.42 | | | | 0.04 | | | | 0.68 | | | | (0.20 | ) | | | 0.80 | | |
Distributions: | |
Net investment income | | | — | | | | (0.30 | ) | | | (0.32 | ) | | | (0.38 | ) | | | (0.34 | ) | | | (0.38 | ) | |
Net realized gains from investments | | | — | | | | (0.22 | ) | | | (0.12 | ) | | | (0.10 | ) | | | (0.06 | ) | | | (0.21 | ) | |
Total Distributions | | | — | | | | (0.52 | ) | | | (0.44 | ) | | | (0.48 | ) | | | (0.40 | ) | | | (0.59 | ) | |
Capital Contributions from Prior Custodian, Net (See Note 7) | | | — | | | | — | (b) | | | — | | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 12.20 | | | $ | 11.88 | | | $ | 11.98 | | | $ | 12.38 | | | $ | 12.18 | | | $ | 12.78 | | |
Total Return (c) (d) | | | 2.69 | % | | | 3.53 | %(e) | | | 0.33 | % | | | 5.55 | % | | | (1.63 | )% | | | 6.37 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 747,653 | | | $ | 716,292 | | | $ | 755,696 | | | $ | 802,377 | | | $ | 794,727 | | | $ | 760,801 | | |
Ratio of net expenses to average net assets (f) | | | 0.56 | % | | | 0.55 | % | | | 0.56 | % | | | 0.56 | % | | | 0.56 | % | | | 0.56 | % | |
Ratio of net investment income (loss) to average net assets (f) | | | 2.41 | % | | | 2.17 | % | | | 2.47 | % | | | 2.93 | % | | | 2.72 | % | | | 2.97 | % | |
Ratio of gross expenses to average net assets (f) (g) | | | 0.59 | % | | | 0.55 | % | | | 0.56 | % | | | 0.56 | % | | | 0.56 | % | | | 0.56 | % | |
Portfolio turnover (d) | | | 29 | % | | | 142 | % | | | 41 | % | | | 47 | % | | | 199 | % | | | 135 | % | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Amount is less than $0.005 per share.
(c) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc's variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
(d) Not annualized for periods less than one year.
(e) The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.01% for the period shown. (See Note 7)
(f) Annualized for periods less than one year.
(g) During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.
See notes to financial statements.
14
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2017 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") was organized on February 11, 1998 as a Delaware statutory trust. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified open-end management investment company, and thus follows accounting and reporting guidance for investment companies. The Trust is comprised of nine funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.
The accompanying financial statements are those of the Victory INCORE Investment Quality Bond VIP Series (the "Fund"). The Fund offers a single class of shares: Class I Shares. Sales of shares of the Fund may only be made to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. ("GIAC") that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"). The Fund seeks to provide a high level of current income and capital appreciation without undue risk to principal.
Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Investment Valuation:
The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:
• Level 1 — quoted prices in active markets for identical securities
• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)
• Level 3 — significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments)
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Trust determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.
Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded or at the NASDAQ Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
15
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Debt securities of U.S. issuers (other than short-term investments maturing in 60 days or less), including corporate and municipal securities, are valued on the basis of bid valuations provided by dealers or an independent pricing service approved by the Trust's Board of Trustees (the "Board"). Short-term investments maturing in 60 days or less may be valued at amortized cost, which approximates market value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. These valuations are typically categorized as Level 2 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy.
Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.
For the six months ended June 30, 2017, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.
A summary of the valuations as of June 30, 2017, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is included in the Schedule of Portfolio Investments:
| | LEVEL 1 — Quoted Prices | | LEVEL 2 — Other Significant Observable Inputs | | LEVEL 3 — Other Significant Unobservable Inputs | | Total | |
| | Investments in Securities | | Other Financial Investments^ | | Investments in Securities | | Other Financial Investments^ | | Investments in Securities | | Other Financial Investments^ | | Investments in Securities | | Other Financial Investments^ | |
Asset Backed Securities | | $ | — | | | $ | — | | | $ | 44,142,567 | | | $ | — | | | $ | — | | | $ | — | | | $ | 44,142,567 | | | $ | — | | |
Collateralized Mortgage Obligations | | | — | | | | — | | | | 19,822,980 | | | | — | | | | — | | | | — | | | | 19,822,980 | | | | — | | |
Residential Mortgage Backed Securities | | | — | | | | — | | | | 13,636,178 | | | | — | | | | — | | | | — | | | | 13,636,178 | | | | — | | |
Corporate Bonds | | | — | | | | — | | | | 342,532,129 | | | | — | | | | — | | | | — | | | | 342,532,129 | | | | — | | |
Government National Mortgage Association | | | — | | | | — | | | | 49,213 | | | | — | | | | — | | | | — | | | | 49,213 | | | | — | | |
U.S. Government Mortgage Backed Agencies | | | — | | | | — | | | | 185,901,050 | | | | — | | | | — | | | | — | | | | 185,901,050 | | | | — | | |
U.S. Treasury Obligations | | | — | | | | — | | | | 101,618,169 | | | | — | | | | — | | | | — | | | | 101,618,169 | | | | — | | |
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
| | LEVEL 1 — Quoted Prices | | LEVEL 2 — Other Significant Observable Inputs | | LEVEL 3 — Other Significant Unobservable Inputs | | Total | |
| | Investments in Securities | | Other Financial Investments^ | | Investments in Securities | | Other Financial Investments^ | | Investments in Securities | | Other Financial Investments^ | | Investments in Securities | | Other Financial Investments^ | |
Futures Contracts | | $ | — | | | $ | (296,657 | ) | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | (296,657 | ) | |
Credit Default Swaps | | | — | | | | — | | | | — | | | | (360,228 | ) | | | — | | | | — | | | | — | | | | (360,228 | ) | |
Total | | $ | — | | | $ | (296,657 | ) | | $ | 707,702,286 | | | $ | (360,228 | ) | | $ | — | | | $ | — | | | $ | 707,702,286 | | | $ | (656,885 | ) | |
^ Other Financial instruments include any derivative instruments not reflected in the Schedule of Portfolio Investments as Investment Securities, such as futures contracts, forward contracts and swap agreements. These instruments are generally recorded in the financial statements at the unrealized gain or loss on the investment.
There were no transfers between Level 1 and Level 2 as of June 30, 2017.
Securities Purchased on a When-Issued Basis:
The Fund may purchase securities on a when-issued basis. When-issued securities are securities purchased for delivery beyond normal settlement periods at a stated price and/or yield, thereby involving the risk that the price and/or yield obtained may be more or less than those available in the market when delivery takes place. At the time the Fund makes the commitment to purchase a security on a when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value. No interest accrues to the Fund until the transaction settles and payment takes place. Normally, the settlement date occurs within one month of the purchase. A segregated account is established and the Fund maintains cash and marketable securities at least equal in value to commitments for when-issued securities. If the Fund owns when-issued securities, these values are included in "Payable for investments purchased" on the accompanying Statements of Assets and Liabilities. As of June 30, 2017, the Fund had outstanding when-issued purchase commitments covered by the segregated assets as identified in the Schedules of Portfolio Investments.
Loans:
Floating rate loans in which the Fund invests are primarily "senior" loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Fund's floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See note regarding Below Investment Grade securities.
The Fund may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender's claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.
Transactions in loans often settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of 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 to various risks. Lower-quality debt is considered to be speculative because it is less
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
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certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.
Exchange-Traded Funds:
The Fund may invest in exchange-traded funds ("ETFs"). ETFs are a type of index fund, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
Investment Companies:
The Fund may invest in portfolios of open-end or closed-end investment companies (the "Underlying Funds"). The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the Underlying Funds.
Open-end funds are valued at their respective net asset values as reported by such investment companies. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Funds will not change.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Credit Derivatives:
The Fund may enter into credit derivatives, including centrally cleared credit default swaps on individual obligations or credit indices. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security or securities, (ii) to adjust the Fund's asset allocation or risk exposure, or (iii) for hedging purposes. The use by the Fund of credit default swaps may have the effect of creating a short position in a security. Credit derivatives can create investment leverage and may create additional investment risks that may subject the Fund to greater volatility than investments in more traditional securities, as described in the Fund's Statement of Additional Information.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
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Credit default swap ("CDS") agreements on credit indices involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a basket of credit instruments or exposures designed to be representative of a specific sector of the credit market as a whole. These indices are made up of reference credits that are judged by a poll of dealers to be the most liquid entities in the CDS.
The counterparty risk for cleared swap agreements is generally lower than for uncleared over-the-counter swap agreements because generally a clearing organization becomes substituted for each counterparty to a cleared swap agreement and, in effect, guarantees each party's performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. However, there can be no assurance that the clearing organization, or its members, will satisfy its obligations to the Fund.
The Fund may enter into CDS agreements either as a buyer or seller. The Fund may buy protection under a CDS to attempt to mitigate the risk of default or credit quality deterioration in one or more individual holdings or in a segment of the fixed income securities market. The Fund may sell protection under a CDS in an attempt to gain exposure to an underlying issuer's credit quality characteristics without investing directly in that issuer.
For swaps entered with an individual counterparty, the Fund bears the risk of loss of the uncollateralized amount expected to be received under a CDS agreement in the event of the default or bankruptcy of the counterparty. CDS agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement. The Fund may also enter into cleared swaps.
Upon entering into a cleared CDS, the Fund may be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 3% to 6% of the notional amount for CDS on high yield debt issuers (this amount is subject to change by the clearing organization that clears the trade). This amount, known as "initial margin," is in the nature of a performance bond or good faith deposit on the CDS and is returned to a Fund upon termination of the CDS, assuming all contractual obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the broker will be made daily as the price of the CDS fluctuates, making the long and short positions in the CDS contract more or less valuable, a process known as "marking-to-market." The premium (discount) payments are built into the daily price of the CDS and thus are amortized through the variation margin. The variation margin payment also includes the daily portion of the periodic payment stream.
The maximum potential amount of future payments (undiscounted) that the Fund as a seller of protection could be required to make under a CDS agreement equals the notional amount of the agreement. Notional amounts of each individual CDS agreement outstanding as of period end for which the Fund is the seller of protection are disclosed on the Schedule of Portfolio Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, periodic interest payments, or net amounts received from the settlement of buy protection CDS agreements entered into by the Fund for the same referenced entity or entities.
As of June 30, 2017, the Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked to market daily. Any collateral shortfalls associated with increases in the valuation of the securities
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted in the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Fund's Schedule of Portfolio Investments. The Fund continues to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral. The Fund pays various fees in connection with the investment of cash collateral. The Fund pays the Agent fees based on the investment income received from securities lending activities. Securities lending income is disclosed in the Fund's Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.
Securities lending transactions are entered into by a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The six months ended June 30, 2017, the Fund had no securities on loan.
Summary of Derivative Instruments:
The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, for the six months ended June 30, 2017.
Assets | | Liabilities | |
Variation Margin on Futures Contracts* | | Variation Margin on Credit Default Swap Agreements* | | Variation Margin on Futures Contracts* | | Variation Margin on Credit Default Swap Agreements* | |
$ | — | | | $ | — | | | $ | (296,657 | ) | | $ | (360,228 | ) | |
*Includes cumulative appreciation/depreciation of futures contracts and cumulative unrealized gain (loss) on credit default swap agreements as reported on the Schedules of Portfolio Investments. Only current day's variation margin for both futures contracts and credit default swap agreements are reported within the Statement of Assets and Liabilities.
The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended June 30, 2017.
Realized Gain (Loss) on Derivatives Recognized as a Result from Operations | | Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized as a Result of Operations | |
Net Realized Gains (Losses) on Futures Contracts | | Net Realized Gain (Losses) on Swap Contracts | | Change in Net Unrealized Appreciation/ Depreciation on Future Contracts | | Change in Net Unrealized Appreciation/ Depreciation on Swap Contracts | |
$ | 1,138,265 | | | $ | 3,101,795 | | | $ | (242,954 | ) | | $ | (1,767,163 | ) | |
All open derivative positions at period end are reflected on the Fund's Schedule of Portfolio Investments. The notional amount of open derivative positions relative to the Fund's net assets at period end is generally representative of the notional amount of open positions to net assets throughout the period.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
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Dividends to Shareholders:
Dividends from net investment income, if any, are declared and paid quarterly by the Fund. Distributable net realized gains, if any, are declared and distributed at least annually. The amounts of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature (e.g., reclass of market discounts), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.
Federal Income Taxes:
It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of December 31.
Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.
Allocations:
Expenses directly attributable to the Fund are charged to the Fund, while expenses which are attributable to more than one fund jointly with an affiliated trust, are allocated among the Fund and respective funds in the affiliated trust based upon net assets or another appropriate basis.
Affiliated Securities Transactions
Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. During the six months ended June 30, 2017, the Fund did not engage in any Rule 17a-7 transactions under the 1940 Act.
3. Purchases and Sales of Securities:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2017 were as follows for the Fund:
Purchases (excluding U.S. Government Securities) | | Sales (excluding U.S. Government Securities) | | Purchases of U.S. Government Securities | | Sales of U.S. Government Securities | |
$ | 170,677,378 | | | $ | 187,116,34 | | | $ | 66,693,966 | | | $ | 34,345,173 | | |
4. Fees and Transactions with Affiliates and Related Parties:
Investment advisory services are provided to the Fund by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly owned subsidiary of Victory Capital
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
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Holdings, Inc. ("VCH"). A majority of the interest in VCH is owned by Crestview Partners II, L.P. and its affiliated funds with a substantial minority interest owned by employees of the Adviser.
Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive 0.50% of the average daily net assets of the Fund. The Adviser may use its resources to assist with the Fund's distribution and marketing expenses.
VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement effective as of November 7, 2016, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Trusts"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Trusts and 0.04% of the average daily net assets over $30 billion of the Trusts.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund under a Sub-Administration Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.
FIS Investor Services LLC ("FIS"), serves as the Fund's transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.
Effective July 1, 2017, Colin Kinney serves as the Trust's Chief Compliance Officer ("CCO"). The CCO is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to Provide Compliance Services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The Funds in the Victory Funds complex, in the aggregate, compensate the Adviser for these services. Prior to July 1, 2017, EJV Financial Services LLC served as the Trust's CCO. Under the terms of the agreement, the Funds within the Trust, Victory Portfolios, Victory Portfolios II and Victory Institutional Funds (collectively, the "Victory Trusts") paid EJV Financial Services LLC $220,000 annually for CCO consulting services.
Morrison & Foerster LLP provides legal services to the Trust.
Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust.
Effective August 1, 2016, the Adviser has entered into an expense limitation agreement with the Fund until at least July 29, 2018. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund, such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limitation agreement. As of June 30, 2017, the expense limit is 0.56%.
The Fund has agreed to repay fees that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2017, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended, if any, are reflected on the Statement of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
| | Expires 12/31/2020 | |
| | | | $ | 122,388 | | |
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
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The Adviser, Citi, or other service providers, may voluntarily waive or reimburse additional fees to assist the Fund in maintaining a competitive expense ratio. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time.
Certain officers and/or interested trustees of the Fund are also officers of the Adviser, Administrator and Fund Accountant, Legal and CCO.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
An investment in the Fund's shares represents an indirect investment in the securities owned by the Fund, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Fund invests, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Fund invests may affect the value of the Fund's shares. An investment in the Fund's shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Fund's distributions.
The Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to financial instruments entered into by the Fund. The Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Fund may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Fund may obtain only limited recovery or may obtain no recovery in such circumstances. The Fund typically enters into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Fund's adviser to be of comparable quality.
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Trusts participate in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank as of July 29, 2016, the Victory Trusts may borrow up to $250 million, of which $100 million is committed and $150 million is uncommitted. $40 million of the line of credit is reserved for use by the Victory RS Floating Rate Fund, a series of Victory Portfolios, with that Fund paying the related commitment fees for that amount. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. The agreement was subsequently amended on July 28, 2017 with a new termination date of July 27, 2018. For the six months ended June 30, 2017, Citibank earned approximately $74,384 for Line of Credit fees. Each fund in the Victory Trusts pays a pro-rata portion of this commitment fee plus any interest on amounts borrowed.
There were no loans for the Fund during the six months ended June 30, 2017.
Interfund Lending:
The Trust and Adviser received an exemptive order granted by the SEC on March 28, 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Board approved the Interfund Lending Policy and Procedures relating to the Facility on May 24, 2017. The Facility allows the Fund to directly lend and borrow money to or from any Victory fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The Interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
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As of June 30, 2017, the Facility was not yet in operations and the Fund had no outstanding loans to or from another Fund under this Facility.
7. Capital Contribution from Prior Custodian:
The Fund received notification from its prior custodian, State Street Bank and Trust ("State Street"), related to over-billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014, the end of the Fund's contract with State Street. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.
State Street paid the refunded amounts during January 2017. Based on billing information received from State Street and an analysis of any expense limitation agreements that were in place during the period of the over-billing, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.
The portion of the refund retained by the Fund was accounted for as a capital contribution and is reflected on the Statements of Changes in Net Assets and the Financial Highlights as "Capital Contribution from Prior Custodian, Net".
8. Federal Income Tax Information:
The tax character of current year distributions paid and the tax basis of current components of accumulated earnings/(deficit) will be determined at the end of the current tax year ending December 31, 2017.
The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):
| | Year Ended December 31, 2016 | |
| | Distributions paid from | |
| | Ordinary Income | | Net Long-Term Capital Gains | | Return of Capital | | Total Distributions Paid | |
| | | | $ | 27,037,310 | | | $ | 3,129,375 | | | $ | — | | | $ | 30,166,685 | | |
As of the most recent tax year ended December 31, 2016, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 753,758 | | | $ | — | | | $ | (745,627 | ) | | $ | (8,523,305 | ) | | $ | (8,515,174 | ) | |
*The difference between the book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to tax deferral of losses on wash sales.
During the tax year ended December 31, 2016, the Fund did not utilize any capital loss carryforwards.
As of June 30, 2017, the cost basis for federal income tax purposes, gross unrealized appreciation and gross unrealized depreciation were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 708,389,754 | | | $ | 8,340,831 | | | $ | (9,028,299 | ) | | $ | (687,468 | ) | |
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
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9. Fund Ownership:
Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the Fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2017, the shareholders listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund.
Shareholder | | Percent | |
GIAC | | | 100 | % | |
10. Investment Company Modernization:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules which introduce two new regulatory reporting forms for investment companies — Form N-PORT and Form N-CEN — also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the Fund's financial statements. The adoption will have no effect on the Fund's net assets or results of operations.
11. Subsequent Events:
The Fund has evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Fund's financial statements.
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Victory Variable Insurance Funds | | Supplemental Information June 30, 2017 | |
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Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees nine portfolios in the Trust, one portfolio in Victory Institutional Funds, 46 portfolios in Victory Portfolios and 23 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. Each Trustee's address is c/o Victory Variable Insurance Funds, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, 65 | | Trustee | | May 2005 | | Consultant (since 2006). | | FBR Funds (2011-2012); Chairman, Board of Trustees, Turner Funds (December 2016-present). | |
Nigel D. T. Andrews, 70 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Carlyle GMS Finance, Inc. (since 2012); Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 66* | | Trustee | | May 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 73 | | Trustee | | July 2016 | | Retired since May 2010; Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | | None. | |
Sally M. Dungan, 63 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
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Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, 64 | | Trustee | | February 2015 | | Adviser, Endgate Commodities LLC (since January 2016); Managing Partner, Endgate Commodities LLC (August 2014 to January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 60* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 56 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm; Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | | TriLinc Global Impact Fund, LLC (2012-Present). | |
Leigh A. Wilson, 72 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013) and Director (since 2012 and March-October 2008), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 45** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), President — Investments and Operations (2010-2011) and Chief Operating Officer (2004-2011), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | None. | |
* The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
27
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Officers:
The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Except for the Chief Compliance Officer, the officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Age | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, 55 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 48 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 43 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013); Associate, Dechert LLP (2001-2010). | |
Christopher E. Sabato, 48 | | Treasurer** | | May 2006 - May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. | |
Allan Shaer, 52 | | Treasurer | | May 2017 | | Senior Vice President, Citi Investor Services (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Edward J. Veilleux, 74 | | Chief Compliance Officer*** | | October 2005 | | President of EJV Financial Services (mutual fund consulting). | |
Chuck Booth, 57 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, 63 | | Assistant Secretary | | December 1997 | | Partner, Morrison & Foerster LLP. | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
** On May 24, 2017, Mr. Sabato resigned his position with the Trust.
*** On July 1, 2017, Edward J. Veilleux resigned his position and Colin Kinney accepted the position with the Trust.
28
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Proxy Voting and Form N-Q Information
Proxy Voting:
Information regarding the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the Securities and Exchange Commission's ("SEC") website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent six months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Investments:
The Trust files a complete list of Schedules of Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's website at www.sec.gov. You may also review or, for a fee, copy those documents by visiting the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 202-551-8090.
Expense Examples
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.
Actual Expenses:
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,026.90 | | | $ | 2.81 | | | | 0.56 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
29
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Hypothetical Example for Comparison Purposes:
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,022.02 | | | $ | 2.81 | | | | 0.56 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
30
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
31
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-IIQBVIP-SAR (6/17)
June 30, 2017
Semi Annual Report
Victory Variable Insurance Funds
Victory High Yield VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Financial Statements | |
Schedule of Portfolio Investments | | | 3 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 9 | | |
Notes to Financial Statements | | | 10 | | |
Supplemental Information | |
Trustee and Officer Information | | | 19 | | |
Proxy Voting and Form N-Q Information | | | 22 | | |
Expense Examples | | | 22 | | |
Portfolio Holdings | | | 24 | | |
The Fund is distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Fund and receives fees from the Fund for performing services for the Fund.
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Fund.
For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at www.vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE
• MAY LOSE VALUE
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
1
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2
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments June 30, 2017 | |
(Unaudited)
Security Description | | Shares or Principal Amount | | Value | |
Common Stocks (3.1%) | |
Consumer Discretionary (1.6%): | |
Av Homes, Inc. (a) | | | 12,000 | | | $ | 240,600 | | |
Gray Television, Inc. (a) | | | 13,000 | | | | 178,100 | | |
Hanesbrands, Inc. | | | 8,900 | | | | 206,124 | | |
| | | 624,824 | | |
Energy (1.5%): | |
Kinder Morgan, Inc. | | | 8,500 | | | | 162,860 | | |
Phillips 66 | | | 2,400 | | | | 198,456 | | |
Sanchez Energy Corp. (a) (b) | | | 26,000 | | | | 186,680 | | |
| | | 547,996 | | |
Total Common Stocks (Cost $1,197,344) | | | 1,172,820 | | |
Senior Secured Loans (8.2%) | |
Bass Pro Group LLC, Term Loan B, 6.15%, 12/16/23 (c) | | $ | 500,000 | | | | 485,250 | | |
Caesars Entertainment Resort Properties LLC, Term Loan B, 4.50%, 10/11/20, Callable 8/6/17 @ 100 (c) | | | 492,347 | | | | 494,705 | | |
DigitalGlobe, Inc., 1st Lien Term Loan B, 3.74%, 1/15/24, Callable 8/6/17 @ 100 (c) | | | 497,500 | | | | 497,500 | | |
DTI Holdco, Inc., 2016 Term Loan B, 6.42%, 9/30/23, Callable 8/6/17 @ 101 (c) | | | 595,500 | | | | 580,613 | | |
PCI Pharma Services, 2nd Lien Term Loan, 9.90%, 6/24/24 (c) | | | 400,000 | | | | 394,000 | | |
Reynolds Group Holdings, Inc., 1st Lien Term Loan B, 4.04%, 2/5/23, Callable 8/6/17 @ 101 (c) | | | 664,983 | | | | 665,469 | | |
Total Senior Secured Loans (Cost $3,105,796) | | | 3,117,537 | | |
Corporate Bonds (84.2%) | |
Consumer Discretionary (20.4%): | |
AMC Entertainment Holdings, Inc., 6.13%, 5/15/27, Callable 5/15/22 @ 103.06 (d) | | | 500,000 | | | | 527,655 | | |
AV Homes, Inc., 6.63%, 5/15/22, Callable 5/15/19 @ 103.31 (d) | | | 175,000 | | | | 180,469 | | |
Boyd Gaming Corp., 6.38%, 4/1/26, Callable 4/1/21 @ 103.19 | | | 500,000 | | | | 540,625 | | |
Century Communities, Inc., 5.88%, 7/15/25, Callable 7/15/20 @ 104.41 (d) | | | 500,000 | | | | 497,500 | | |
Chester Downs & Marina LLC, 9.25%, 2/1/20, Callable 8/7/17 @ 102.31 (d) | | | 500,000 | | | | 515,000 | | |
CSC Holdings LLC, 5.50%, 4/15/27, Callable 4/15/22 @ 102.75 (d) | | | 500,000 | | | | 528,750 | | |
Dayco Products LLC, 6.18%, 5/19/24, Callable 8/6/17 @ 101 (c) | | | 500,000 | | | | 498,750 | | |
Guitar Center, Inc., 6.50%, 4/15/19, Callable 8/7/17 @ 101.63 (b) (d) | | | 500,000 | | | | 434,375 | | |
Jacobs Entertainment, Inc., 7.88%, 2/1/24, Callable 2/1/20 @ 105.91 (d) | | | 500,000 | | | | 542,500 | | |
Jo-Ann Stores LLC, 9.75%, 10/15/19, Callable 8/7/17 @ 100 (b) (d) | | | 470,000 | | | | 462,950 | | |
Party City Holdings, Inc., 2015 Term Loan, 6.13%, 8/15/23, Callable 8/15/18 @ 103.06 (d) | | | 400,000 | | | | 414,000 | | |
PetSmart, Inc., 4.22%, 3/10/22 (c) | | | 500,000 | | | | 464,445 | | |
Scientific Games International, Inc., 6.63%, 5/15/21, Callable 8/7/17 @ 104.97 | | | 600,000 | | | | 597,000 | | |
Tribune Media Co., 5.88%, 7/15/22, Callable 7/15/18 @ 102.94 | | | 600,000 | | | | 628,500 | | |
William Lyon Homes, Inc., 5.88%, 1/31/25, Callable 1/31/20 @ 102.94 | | | 500,000 | | | | 515,000 | | |
Yum! Brands, Inc., 5.35%, 11/1/43, Callable 5/1/43 @ 100 | | | 550,000 | | | | 496,375 | | |
| | | 7,843,894 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Consumer Staples (10.4%): | |
BJ's Wholesale Club, Inc., 8.71%, 1/27/25, Callable 8/6/17 @ 102 (c) | | $ | 650,000 | | | $ | 627,861 | | |
Cott Holdings, Inc., 5.50%, 4/1/25, Callable 4/1/20 @ 104.13 (d) | | | 500,000 | | | | 510,000 | | |
Dean Foods Co., 6.50%, 3/15/23, Callable 3/15/18 @ 104.88 (d) | | | 500,000 | | | | 527,500 | | |
Dole Food Co., Inc., 7.25%, 6/15/25, Callable 6/15/20 @ 103.63 (d) | | | 500,000 | | | | 520,000 | | |
Kronos Acquisition Holdings, Inc., 9.00%, 8/15/23, Callable 8/15/18 @ 106.75 (d) | | | 500,000 | | | | 498,750 | | |
NBTY, Inc., 7.63%, 5/15/21, Callable 5/15/18 @ 103.81 (d) | | | 500,000 | | | | 531,250 | | |
Simmons Foods, Inc., 7.88%, 10/1/21, Callable 10/1/17 @ 105.91 (d) | | | 357,000 | | | | 379,313 | | |
Tops Holding LLC/Tops Markets II Corp., 8.00%, 6/15/22, Callable 6/15/18 @ 106 (d) | | | 500,000 | | | | 410,625 | | |
| | | 4,005,299 | | |
Energy (17.6%): | |
Calumet Specialty Products Partners LP 6.50%, 4/15/21, Callable 8/7/17 @ 103.25 | | | 600,000 | | | | 519,000 | | |
7.63%, 1/15/22, Callable 1/15/18 @ 103.81 | | | 750,000 | | | | 656,250 | | |
Chesapeake Energy Corp. 8.69%, 8/23/21, Callable 8/23/18 @ 104.25 (c) | | | 600,000 | | | | 633,900 | | |
8.00%, 1/15/25, Callable 1/15/20 @ 106 (b) (d) | | | 330,000 | | | | 326,700 | | |
CITGO Petroleum Corp., 6.25%, 8/15/22, Callable 8/15/17 @ 104.69 (d) | | | 750,000 | | | | 761,249 | | |
Continental Resources, 4.90%, 6/1/44, Callable 12/1/43 @ 100 | | | 500,000 | | | | 417,500 | | |
Diamond Offshore Drilling, Inc., 4.88%, 11/1/43, Callable 5/1/43 @ 100 | | | 818,000 | | | | 531,700 | | |
Ensco PLC, 5.75%, 10/1/44, Callable 4/1/44 @ 100 | | | 750,000 | | | | 491,250 | | |
Noble Holding International Ltd., 6.20%, 8/1/40 | | | 800,000 | | | | 480,000 | | |
Oasis Petroleum, Inc., 6.88%, 3/15/22, Callable 9/15/17 @ 103.44 (b) | | | 130,000 | | | | 126,100 | | |
Rowan Companies, Inc., 4.88%, 6/1/22, Callable 3/1/22 @ 100 | | | 700,000 | | | | 649,250 | | |
Sanchez Energy Corp., 6.13%, 1/15/23, Callable 7/15/18 @ 103.06 (b) | | | 454,000 | | | | 363,200 | | |
Transocean, Inc., 6.80%, 3/15/38 (b) | | | 800,000 | | | | 584,000 | | |
Whiting Petroleum Corp., 5.75%, 3/15/21, Callable 12/15/20 @ 100 (b) | | | 170,000 | | | | 159,800 | | |
| | | 6,699,899 | | |
Financials (1.4%): | |
ASP AMC Merger Sub, Inc., 8.00%, 5/15/25, Callable 5/15/20 @ 104 (d) | | | 550,000 | | | | 521,125 | | |
Health Care (8.9%): | |
Kindred Healthcare, Inc., 8.00%, 1/15/20 | | | 500,000 | | | | 525,000 | | |
Ortho-Clinical Diagnostics, Inc., 6.63%, 5/15/22, Callable 8/7/17 @ 103.31 (d) | | | 500,000 | | | | 477,500 | | |
RegionalCare Hospital Partners Holdings, Inc., 8.25%, 5/1/23, Callable 5/1/19 @ 106.19 (d) | | | 320,000 | | | | 343,200 | | |
Surgery Center Holdings, Inc., 8.88%, 4/15/21, Callable 4/15/18 @ 106.66 (d) | | | 400,000 | | | | 433,500 | | |
Tenet Healthcare Corp., 8.13%, 4/1/22 | | | 600,000 | | | | 636,750 | | |
Valeant Pharmaceuticals International, Inc., 5.88%, 5/15/23, Callable 5/15/18 @ 102.94 (d) | | | 500,000 | | | | 428,750 | | |
Vizient, Inc., 10.38%, 3/1/24, Callable 3/1/19 @ 107.78 (d) | | | 500,000 | | | | 575,000 | | |
| | | 3,419,700 | | |
Industrials (16.7%): | |
Ahern Rentals, Inc., 7.38%, 5/15/23, Callable 5/15/18 @ 105.53 (d) | | | 500,000 | | | | 410,000 | | |
Apex Tool Group LLC, 7.00%, 2/1/21, Callable 8/7/17 @ 103.5 (d) | | | 500,000 | | | | 465,000 | | |
BlueLine Rental Finance Corp./BlueLine Rental LLC, 9.25%, 3/15/24, Callable 3/15/20 @ 104.63 (d) | | | 330,000 | | | | 343,200 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares or Principal Amount | | Value | |
Brand Energy & Infrastructure Services, Inc., 8.50%, 7/15/25, Callable 7/15/20 @ 106.34 (d) | | $ | 330,000 | | | $ | 341,550 | | |
Builders FirstSource, Inc., 10.75%, 8/15/23, Callable 8/15/18 @ 108.06 (d) | | | 500,000 | | | | 580,000 | | |
Covanta Holding Corp., 5.88%, 7/1/25, Callable 7/1/20 @ 104.41 | | | 500,000 | | | | 485,000 | | |
Hertz Corp. (The), 7.63%, 6/1/22, Callable 6/1/19 @ 103.81 (b) (d) | | | 330,000 | | | | 329,208 | | |
KAR Auction Services, Inc., 5.13%, 6/1/25, Callable 6/1/20 @ 103.84 (d) | | | 500,000 | | | | 509,375 | | |
Manitowoc Foodservice, Inc., 9.50%, 2/15/24, Callable 2/15/19 @ 107.13 | | | 400,000 | | | | 464,000 | | |
Navistar International Corp., 8.25%, 11/1/21, Callable 8/7/17 @ 101.38 | | | 500,000 | | | | 505,000 | | |
TransDigm, Inc., 6.38%, 6/15/26, Callable 6/15/21 @ 103.19 | | | 500,000 | | | | 507,500 | | |
Triumph Group, Inc., 4.88%, 4/1/21, Callable 8/7/17 @ 102.44 | | | 500,000 | | | | 496,875 | | |
Tutor Perini Corp., 6.88%, 5/1/25, Callable 5/1/20 @ 105.16 (b) (d) | | | 600,000 | | | | 631,500 | | |
XPO Logistics, Inc., 6.13%, 9/1/23, Callable 9/1/19 @ 103.06 (d) | | | 330,000 | | | | 343,613 | | |
| | | 6,411,821 | | |
Information Technology (1.4%): | |
Hughes Satellite Systems Corp., 6.63%, 8/1/26 | | | 500,000 | | | | 537,500 | | |
Telecommunication Services (6.5%): | |
Frontier Communications Corp., 4.91%, 6/1/24 (c) | | | 500,000 | | | | 492,455 | | |
Intelsat Jackson Holding, 8.00%, 2/15/24, Callable 2/15/19 @ 104 (b) (d) | | | 600,000 | | | | 646,500 | | |
Sprint Corp., 7.13%, 6/15/24 | | | 700,000 | | | | 778,750 | | |
Telesat Canada/Telesat LLC, 8.88%, 11/15/24, Callable 11/15/19 @ 106.66 (d) | | | 500,000 | | | | 561,250 | | |
| | | 2,478,955 | | |
Utilities (0.9%): | |
GenOn Escrow Corp., 9.50%, 10/15/18 | | | 600,000 | | | | 357,000 | | |
Total Corporate Bonds (Cost $32,138,458) | | | 32,275,193 | | |
Collateral for Securities Loaned (9.9%) | |
Fidelity Investments Money Market Government Portfolio, Class I, 0.86% (e) | | | 3,193,023 | | | | 3,193,023 | | |
JPMorgan U.S. Government Money Market Fund, Institutional Class, 0.82% (e) | | | 598,985 | | | | 598,985 | | |
Total Collateral for Securities Loaned (Cost $3,792,008) | | | 3,792,008 | | |
Total Investments (Cost $40,233,605) — 105.4% | | | 40,357,558 | | |
Liabilities in excess of other assets — (5.4)% | | | (2,058,697 | ) | |
NET ASSETS — 100.00% | | $ | 38,304,527 | | |
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2017.
(d) Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2017, the fair value of these securities was $16,508,857 and amounted to 43.1% of net assets.
(e) Rate periodically changes. Rate disclosed is the daily yield on June 30, 2017.
LLC — Limited Liability Co.
LP — Limited Partnership
PLC — Public Liability Co.
See notes to financial statements.
5
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2017 | |
(Unaudited)
| | Victory High Yield VIP Series | |
ASSETS: | |
Investments, at value (Cost $40,233,605) | | $ | 40,357,558 | (a) | |
Cash and cash equivalents | | | 584,634 | | |
Interest and dividends receivable | | | 641,122 | | |
Receivable for capital shares issued | | | 12,484 | | |
Receivable for investments sold | | | 887,887 | | |
Prepaid expenses | | | 1,286 | | |
Total Assets | | | 42,484,971 | | |
LIABILITIES: | |
Collateral for Securities Loaned | | | 3,792,008 | | |
Payable for investments purchased | | | 330,000 | | |
Payable for capital shares redeemed | | | 5,926 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 18,986 | | |
Administration fees | | | 1,887 | | |
Custodian fees | | | 9,068 | | |
Other accrued expenses | | | 22,569 | | |
Total Liabilities | | | 4,180,444 | | |
NET ASSETS: | |
Capital | | | 41,253,818 | | |
Accumulated net investment income | | | 1,251,489 | | |
Accumulated net realized losses from investments | | | (4,324,733 | ) | |
Net unrealized appreciation on investments | | | 123,953 | | |
Net Assets | | $ | 38,304,527 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 5,495,184 | | |
Net asset value: | | $ | 6.97 | | |
(a) Includes $3,625,495 of securities on loan.
See notes to financial statements.
6
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2017 | |
(Unaudited)
| | Victory High Yield VIP Series | |
Investment Income: | |
Dividend income | | $ | 6,562 | | |
Interest income | | | 1,357,925 | | |
Securities lending income | | | 12,094 | | |
Total Income | | | 1,376,581 | | |
Expenses: | |
Investment advisory fees | | | 116,607 | | |
Administration fees | | | 11,808 | | |
Custodian fees | | | 5,970 | | |
Transfer agent fees | | | 573 | | |
Trustees' fees | | | 1,296 | | |
Chief Compliance Officer fees | | | 123 | | |
Legal and audit fees | | | 13,699 | | |
Printing fees | | | 5,342 | | |
Other expenses | | | 4,287 | | |
Total Expenses | | | 159,705 | | |
Net Investment Income | | | 1,216,876 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains from securities transactions | | | 246,951 | | |
Net change in unrealized appreciation/depreciation on investments | | | 506,049 | | |
Net realized/unrealized gains on investments | | | 753,000 | | |
Change in net assets resulting from operations | | $ | 1,969,876 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory High Yield VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income | | $ | 1,216,876 | | | $ | 2,420,805 | | |
Net realized gains/losses from investment transactions | | | 246,951 | | | | (1,277,252 | ) | |
Net change in unrealized appreciation/depreciation on investments | | | 506,049 | | | | 4,300,523 | | |
Change in net assets resulting from operations | | | 1,969,876 | | | | 5,444,076 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (2,443,397 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (2,443,397 | ) | |
Change in net assets resulting from capital transactions | | | (2,507,646 | ) | | | (2,718,377 | ) | |
Capital Contribution from Prior Custodian, Net (See Note 7) | | | — | | | | 57,205 | | |
Change in net assets | | | (537,770 | ) | | | 339,507 | | |
Net Assets: | |
Beginning of period | | | 38,842,297 | | | | 38,502,790 | | |
End of period | | $ | 38,304,527 | | | $ | 38,842,297 | | |
Accumulated net investment income | | $ | 1,251,489 | | | $ | 34,613 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 1,615,425 | | | $ | 1,743,529 | | |
Distributions reinvested | | | — | | | | 2,443,397 | | |
Cost of shares redeemed | | | (4,123,071 | ) | | | (6,905,303 | ) | |
Change in net assets resulting from capital transactions | | $ | (2,507,646 | ) | | $ | (2,718,377 | ) | |
Share Transactions: | |
Issued | | | 236,176 | | | | 267,140 | | |
Reinvested | | | — | | | | 369,093 | | |
Redeemed | | | (600,195 | ) | | | (1,059,799 | ) | |
Change in Shares | | | (364,019 | ) | | | (423,566 | ) | |
See notes to financial statements.
8
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | Victory High Yield VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | | Year Ended December 31, 2012 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 6.63 | | | $ | 6.13 | | | $ | 6.90 | | | $ | 7.70 | | | $ | 7.71 | | | $ | 7.19 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.21 | (a) | | | 0.41 | (a) | | | 0.43 | (a) | | | 0.50 | | | | 0.54 | | | | 0.53 | | |
Net realized and unrealized gains(losses) on investments | | | 0.13 | | | | 0.53 | | | | (0.75 | ) | | | (0.56 | ) | | | (0.01 | ) | | | 0.52 | | |
Total from Investment Activities | | | 0.34 | | | | 0.94 | | | | (0.32 | ) | | | (0.06 | ) | | | 0.53 | | | | 1.05 | | |
Distributions: | |
Net investment income | | | — | | | | (0.45 | ) | | | (0.44 | ) | | | (0.53 | ) | | | (0.54 | ) | | | (0.53 | ) | |
Net realized gains from investments | | | — | | | | — | | | | — | | | | (0.21 | ) | | | — | | | | — | | |
Return of Capital | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.45 | ) | | | (0.45 | ) | | | (0.74 | ) | | | (0.54 | ) | | | (0.53 | ) | |
Capital Contributions from Prior Custodian, Net (See Note 7) | | | — | | | | 0.01 | | | | — | | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 6.97 | | | $ | 6.63 | | | $ | 6.13 | | | $ | 6.90 | | | $ | 7.70 | | | $ | 7.71 | | |
Total Return (b) (c) | | | 5.13 | % | | | 15.44 | %(d) | | | (4.58 | )% | | | (0.84 | )% | | | 6.94 | % | | | 14.57 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 38,305 | | | $ | 38,842 | | | $ | 38,503 | | | $ | 44,533 | | | $ | 62,379 | | | $ | 72,372 | | |
Ratio of net expenses to average net assets (e) | | | 0.82 | % | | | 0.87 | % | | | 0.89 | % | | | 0.82 | % | | | 0.74 | % | | | 0.76 | % | |
Ratio of net investment income (loss) to average net assets (e) | | | 6.26 | % | | | 6.31 | % | | | 6.15 | % | | | 5.68 | % | | | 5.90 | % | | | 6.56 | % | |
Ratio of gross expenses to average net assets (e) (f) | | | 0.82 | % | | | 0.87 | % | | | 0.89 | % | | | 0.82 | % | | | 0.74 | % | | | 0.76 | % | |
Portfolio turnover (c) | | | 85 | % | | | 159 | % | | | 148 | % | | | 212 | % | | | 92 | % | | | 91 | % | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc's variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
(c) Not annualized for periods less than one year.
(d) The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.15% for the period shown. (See Note 7)
(e) Annualized for periods less than one year.
(f) During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.
See notes to financial statements.
9
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2017 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") was organized on February 11, 1998 as a Delaware statutory trust. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified open-end management investment company, and thus follows accounting and reporting guidance for investment companies. The Trust is comprised of nine funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.
The accompanying financial statements are those of the Victory High Yield VIP Series (the "Fund"). The Fund offers a single class of shares: Class I Shares. Sales of shares of the Fund currently are offered only through certain separate accounts of The Guardian Insurance & Annuity Company, Inc. ("GIAC") that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"). The Fund seeks to provide long-term capital appreciation.
Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Investment Valuation:
The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:
• Level 1 — quoted prices in active markets for identical securities
• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)
• Level 3 — significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments)
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Trust determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.
Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded or at the NASDAQ Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid
10
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
Debt securities of U.S. issuers (other than short-term investments maturing in 60 days or less), including corporate and municipal securities, are valued on the basis of bid valuations provided by dealers or an independent pricing service approved by the Trust's Board of Trustees (the "Board"). Short-term investments maturing in 60 days or less may be valued at amortized cost, which approximates market value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. These valuations are typically categorized as Level 2 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy.
For the six months ended June 30, 2017, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.
A summary of the valuations as of June 30, 2017, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is included on the Schedule of Portfolio Investments:
| | LEVEL 1 — Quoted Prices | | LEVEL 2 — Other Significant Observable Inputs | | LEVEL 3 — Other Significant Unobservable Inputs | | Total | |
| | Investments in Securities | | Investments in Securities | | Investments in Securities | | Other Financial Investments | | Investments in Securities | |
Common Stocks | | $ | 1,172,820 | | | $ | — | | | $ | — | | | $ | — | | | $ | 1,172,820 | | |
Senior Secured Loans | | | — | | | | 3,117,537 | | | | — | | | | — | | | | 3,117,537 | | |
Corporate Bonds | | | — | | | | 32,275,193 | | | | — | | | | — | | | | 32,275,193 | | |
Collateral for Securities Loaned | | | 3,792,008 | | | | — | | | | — | | | | — | | | | 3,792,008 | | |
Total | | $ | 4,964,828 | | | $ | 35,398,396 | | | $ | — | | | $ | — | | | $ | 40,357,558 | | |
There were no transfers between Level 1 and Level 2 as of June 30, 2017.
Loans:
Floating rate loans in which the Fund invests are primarily "senior" loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Fund's floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See note regarding Below Investment Grade securities.
The Fund may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender's claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.
11
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Transactions in loans often settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of time after entering into the transactions.
Payment-In-Kind Securities:
The Fund may invest in payment-in-kind securities. Payment-in-kind securities give the issuer the option at each interest payment date to pay all or a portion of their interest or dividends in the form of additional securities. Those additional debt securities usually have the same terms, including maturity dates and interest rates, and associated risks as the original bonds.
Below Investment Grade Securities:
The Fund may invest in below investment grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.
Exchange-Traded Funds:
The Fund may invest in exchange-traded funds ("ETFs"). ETFs are a type of index fund, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
Investment Companies:
The Fund may invest in portfolios of open-end or closed-end investment companies (the "Underlying Funds"). The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the Underlying Funds.
Open-end funds are valued at their respective net asset values as reported by such investment companies. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Fund will not change.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
12
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
The Fund may receive other income from investment in loan assignments and/or unfunded commitments, including amendment fees, consent fees and commitment fees. These fees are recorded as income when received by the Fund. These amounts are included in Interest Income in the Statement of Operations.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked to market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted on the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. The Fund continues to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral. The Fund pays various fees in connection with the investment of cash collateral. The Fund pays the Agent fees based on the investment income received from securities lending activities. Securities lending income is disclosed on the Fund's Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.
Securities lending transactions are entered into by the Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The following table is a summary of the Fund's securities lending transactions accounted for as secured borrowings with an overnight and continuous contractual maturity, which are subject to offset under the MSLA as of June 30, 2017:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Value of Non-Cash Collateral Received | | Net Amount | |
$ | 3,625,495 | | | $ | 3,625,495 | | | $ | — | | | $ | 166,513 | | |
Dividends to Shareholders:
Dividends from net investment income, if any, are declared and paid quarterly by the Fund.
Distributable net realized gains, if any, are declared and distributed at least annually. The amounts of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature (e.g., reclass of market discounts), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.
13
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Federal Income Taxes:
It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of December 31.
Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.
Allocations:
Expenses directly attributable to the Fund are charged to the Fund, while expenses which are attributable to more than one fund jointly with an affiliated trust, are allocated among the Fund and respective funds in the affiliated trust based upon net assets or another appropriate basis.
Affiliated Securities Transactions:
Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. During the six months ended June 30, 2017, the Fund did not engage in any Rule 17a-7 transactions under the 1940 Act.
3. Purchases and Sales of Securities:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2017 were as follows for the Fund:
Purchases | | Sales | |
$ | 31,655,946 | | | $ | 31,769,588 | | |
There were no purchases or sales of U.S. Government Securities during the period.
4. Fees and Transactions with Affiliates and Related Parties:
Investment advisory services are provided to the Fund by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly owned subsidiary of Victory Capital Holdings, Inc. ("VCH"). A majority of the interest in VCH is owned by Crestview Partners II, L.P. and its affiliated funds with a substantial minority interest owned by employees of the Adviser.
Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive 0.60% of the average daily net assets of the Fund. The Adviser may use its resources to assist with the Fund's distribution and marketing expenses.
VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement effective as of November 7, 2016, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Trusts"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Trusts and 0.04% of the average daily net assets over $30 billion of the Trusts.
14
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund under a Sub-Administration Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.
FIS Investor Services LLC ("FIS"), serves as the Fund's transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.
Effective July 1, 2017, Colin Kinney serves as the Trust's Chief Compliance Officer ("CCO"). The CCO is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to Provide Compliance Services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The Funds in the Victory Funds complex, in the aggregate, compensate the Adviser for these services. Prior to July 1, 2017, EJV Financial Services LLC served as the Trust's CCO. Under the terms of the agreement, the Funds within the Trust, Victory Portfolios, Victory Portfolios II and Victory Institutional Funds (collectively, the "Victory Trusts") paid EJV Financial Services LLC $220,000 annually for CCO consulting services.
Morrison & Foerster LLP provides legal services to the Trust.
Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust.
Effective August 1, 2016, the Adviser has entered into an expense limitation agreement with the Fund until at least July 29, 2018. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund, such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limitation agreement. As of June 30, 2017, the expense limit is 0.89%.
The Funds have agreed to repay fees that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2017, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended, if any, are reflected on the Statements of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
The Adviser, Citi, or other service providers, may voluntarily waive or reimburse additional fees to assist the Fund in maintaining a competitive expense ratio. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time.
Certain officers and/or interested trustees of the Funds are also officers of the Adviser, Administrator and Fund Accountant, Legal and CCO.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
An investment in the Fund's shares represents an indirect investment in the securities owned by the Fund, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Fund invests, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the
15
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
securities in which the Fund invests may affect the value of the Fund's shares. An investment in the Fund's shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Fund's distributions.
The Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to financial instruments entered into by the Fund. The Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Fund may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Fund may obtain only limited recovery or may obtain no recovery in such circumstances. The Fund typically enters into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Adviser.
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Trusts participate in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank as of July 29, 2016, the Victory Trusts may borrow up to $250 million, of which $100 million is committed and $150 million is uncommitted. $40 million of the line of credit is reserved for use by the Victory RS Floating Rate Fund, a series of Victory Portfolios, with that Fund paying the related commitment fees for that amount. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. The agreement was subsequently amended on July 28, 2017 with a new termination date of July 27, 2018. For the six months ended June 30, 2017, Citibank earned approximately $74,384 for Line of Credit fees. Each fund in the Victory Trusts pays a pro-rata portion of this commitment fee plus any interest on amounts borrowed.
There were no loans for the Fund during the six months ended June 30, 2017.
Interfund Lending:
The Trust and Adviser received an exemptive order granted by the SEC on March 28, 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Board approved the Interfund Lending Policy and Procedures relating to the Facility on May 24, 2017. The Facility allows the Fund to directly lend and borrow money to or from any Victory fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Fund's borrowing restrictions. The Interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate.
As of June 30, 2017, the Facility was not yet in operations and the Fund had no outstanding loans to or from another Fund under this Facility.
7. Capital Contribution from Prior Custodian:
The Fund received notification from its prior custodian, State Street Bank and Trust ("State Street"), related to over-billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014, the end of the Fund's contract with State Street. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.
State Street paid the refunded amounts during January 2017. Based on billing information received from State Street and an analysis of any expense limitation agreements that were in place during the period of the over-billing, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
The portion of the refund retained by the Fund was accounted for as a capital contribution and is reflected on the Statements of Changes in Net Assets and the Financial Highlights as "Capital Contribution from Prior Custodian, Net".
8. Federal Income Tax Information:
The tax character of current year distributions paid and the tax basis of current components of accumulated earnings/(deficit) will be determined at the end of the current tax year ending December 31, 2017.
The tax character of distributions paid during the tax year ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):
| | Year Ended December 31, 2016 | |
| | Distributions paid from | |
| | Ordinary Income | | Net Long-Term Capital Gains | | Return of Capital | | Total Distributions Paid | |
| | | | $ | 2,443,397 | | | $ | — | | | $ | — | | | $ | 2,443,397 | | |
As of December 31, 2016, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 34,613 | | | $ | — | | | $ | (4,571,684 | ) | | $ | (382,096 | ) | | $ | (4,919,167 | ) | |
*The difference between the book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to tax deferral of losses on wash sales.
As of the tax year ended December 31, 2016, the Fund has short term and long term capital loss carryforwards of $1,961,136 and $2,610,548, respectively, that are not subject to expiration.
During the tax year ended December 31, 2016, the Fund did not utilize any capital loss carryforwards.
As of June 30, 2017, the cost basis for federal income tax purposes, gross unrealized appreciation and gross unrealized depreciation were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 40,239,226 | | | $ | 1,077,407 | | | $ | (953,409 | ) | | $ | 123,998 | | |
9. Fund Ownership:
Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the Fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2017, the shareholders listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund.
Shareholder | | Percent | |
GIAC | | | 100 | % | |
17
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
10. Investment Company Modernization
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules which introduce two new regulatory reporting forms for investment companies — Form N-PORT and Form N-CEN — also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the Fund's financial statements. The adoption will have no effect on the Fund's net assets or results of operations.
11. Subsequent Events:
The Fund has evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Fund's financial statements.
18
Victory Variable Insurance Funds | | Supplemental Information June 30, 2017 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees nine portfolios in the Trust, one portfolio in Victory Institutional Funds, 46 portfolios in Victory Portfolios and 23 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. Each Trustee's address is c/o Victory Variable Insurance Funds, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, 65 | | Trustee | | May 2005 | | Consultant (since 2006). | | FBR Funds (2011-2012); Chairman, Board of Trustees, Turner Funds (December 2016-present). | |
Nigel D. T. Andrews, 70 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Carlyle GMS Finance, Inc. (since 2012); Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 66* | | Trustee | | May 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 73 | | Trustee | | July 2016 | | Retired since May 2010; Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | | None. | |
Sally M. Dungan, 63 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, 64 | | Trustee | | February 2015 | | Adviser, Endgate Commodities LLC (since January 2016); Managing Partner, Endgate Commodities LLC (August 2014 to January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 60* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 56 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm; Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | | TriLinc Global Impact Fund, LLC (2012-Present). | |
Leigh A. Wilson, 72 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013) and Director (since 2012 and March-October 2008), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 45** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), President — Investments and Operations (2010-2011) and Chief Operating Officer (2004-2011), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | None. | |
* The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
20
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Officers:
The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Except for the Chief Compliance Officer, the officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Age | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, 55 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 48 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 43 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013); Associate, Dechert LLP (2001-2010). | |
Christopher E. Sabato, 48 | | Treasurer** | | May 2006 - May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. | |
Allan Shaer, 52 | | Treasurer | | May 2017 | | Senior Vice President, Citi Investor Services (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Edward J. Veilleux, 74 | | Chief Compliance Officer*** | | October 2005 | | President of EJV Financial Services (mutual fund consulting). | |
Chuck Booth, 57 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, 63 | | Assistant Secretary | | December 1997 | | Partner, Morrison & Foerster LLP. | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
** On May 24, 2017, Mr. Sabato resigned his position with the Trust.
*** On July 1, 2017, Edward J. Veilleux resigned his position and Colin Kinney accepted the position with the Trust.
21
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Proxy Voting and Form N-Q Information
Proxy Voting:
Information regarding the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the Securities and Exchange Commission's ("SEC") website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent six months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Investments:
The Trust files a complete list of Schedules of Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's website at www.sec.gov. You may also review or, for a fee, copy those documents by visiting the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 202-551-8090.
Expense Examples
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.
Actual Expenses:
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,051.30 | | | $ | 4.17 | | | | 0.82 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Hypothetical Example for Comparison Purposes:
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,020.73 | | | $ | 4.11 | | | | 0.82 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
24
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
June 30, 2017
Semi Annual Report
Victory Variable Insurance Funds
Victory INCORE Low Duration Bond VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Financial Statements | |
Schedule of Portfolio Investments | | | 3 | | |
Statement of Assets and Liabilities | | | 12 | | |
Statement of Operations | | | 13 | | |
Statements of Changes in Net Assets | | | 14 | | |
Financial Highlights | | | 15 | | |
Notes to Financial Statements | | | 16 | | |
Supplemental Information | |
Trustee and Officer Information | | | 27 | | |
Proxy Voting and Form N-Q Information | | | 30 | | |
Expense Examples | | | 30 | | |
Portfolio Holdings | | | 32 | | |
The Fund is distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Fund and receives fees from the Fund for performing services for the Fund.
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Fund.
For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at www.vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE
• MAY LOSE VALUE
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
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2
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Asset Backed Securities (15.1%) | |
Ally Auto Receivables Trust , Series 14-2, Class B, 2.10%, 3/16/20, Callable 5/15/18 @ 100 | | $ | 1,000,000 | | | $ | 1,004,599 | | |
Ally Master Owner Trust , Series 12-5, Class A, 1.54%, 9/15/19 | | | 2,000,000 | | | | 2,000,392 | | |
Ally Master Owner Trust , Series 12-4, Class A, 1.72%, 7/15/19 | | | 1,678,000 | | | | 1,678,004 | | |
American Express Credit Account Master Trust , Series 13-1, Class A, 1.58%, 2/16/21 (a) (b) | | | 1,800,000 | | | | 1,806,609 | | |
American Express Credit Account Master Trust , Series 2014-1, Class B, 1.66%, 12/15/21 (a) | | | 2,100,000 | | | | 2,105,066 | | |
AmeriCredit Automobile Receivables Trust , Series 15-3, Class D, 3.34%, 8/8/21, Callable 8/8/19 @ 100 | | | 1,675,000 | | | | 1,698,501 | | |
AmeriCredit Automobile Receivables Trust , Series 2017-2, Class B, 2.40%, 5/18/22, Callable 10/18/20 @ 100 | | | 1,385,000 | | | | 1,387,094 | | |
AmeriCredit Automobile Receivables Trust , Series 16-3, Class C, 2.24%, 4/8/22, Callable 7/8/20 @ 100 | | | 1,635,000 | | | | 1,623,667 | | |
Avis Budget Rental Car Funding (AESOP) LLC , Series 14-1A, Class A, 2.46%, 7/20/20 (b) (c) | | | 1,250,000 | | | | 1,253,313 | | |
Avis Budget Rental Car Funding (AESOP) LLC , Series 13-1A, Class A, 1.92%, 9/20/19 (b) (c) | | | 2,700,000 | | | | 2,698,718 | | |
CarMax Auto Owner Trust , Series 15-2, Class A3, 1.37%, 3/16/20, Callable 6/15/19 @ 100 | | | 1,561,341 | | | | 1,560,032 | | |
Chase Issuance Trust , Series 15-A7, Class A7, 1.62%, 7/15/20 | | | 2,000,000 | | | | 2,001,957 | | |
Chrysler Capital Auto Receivables Trust , Series 16-BA, Class B, 2.22%, 5/16/22, Callable 12/15/20 @ 100 (c) | | | 1,700,000 | | | | 1,689,915 | | |
CNH Equipment Trust , Series 14-B, Class A4, 1.61%, 5/17/21, Callable 12/15/18 @ 100 (b) | | | 1,000,000 | | | | 1,000,375 | | |
Dominos Pizza Master Issuer LLC , Series 2012-1A, Class A2, 5.22%, 1/25/42 (b) (c) | | | 722,422 | | | | 722,769 | | |
Drive Auto Receivables Trust , Series 17-AA, Class C, 2.98%, 1/18/22, Callable 2/15/20 @ 100 (c) | | | 885,000 | | | | 891,428 | | |
Drive Auto Receivables Trust , Series 2017-1, Class B, 2.36%, 3/15/21, Callable 3/15/21 @ 100 | | | 1,035,000 | | | | 1,034,508 | | |
DT Auto Owner Trust , Series 2017-2A, Class B, 2.44%, 2/15/21, Callable 4/15/22 @ 100 (c) | | | 1,235,000 | | | | 1,235,470 | | |
First Investors Auto Owner Trust , Series 15-2A, Class A2, 1.59%, 12/16/19, Callable 10/15/19 @ 100 (c) | | | 154,520 | | | | 154,514 | | |
GM Financing Automobile Leasing Trust , Series 16-3, Class B, 1.97%, 5/20/20, Callable 6/20/19 @ 100 | | | 2,000,000 | | | | 1,986,582 | | |
Golden Credit Card Trust , Series 15-3A, Class A, 1.58%, 7/15/19 (a) (c) | | | 2,400,000 | | | | 2,400,227 | | |
Kubota Credit Owner Trust , Series 14-1A, Class A3, 1.16%, 5/15/18, Callable 1/15/18 @ 100 (b) (c) | | | 80,944 | | | | 80,936 | | |
Mercedes-Benz Auto Lease Trust , Series 16-A, Class A3, 1.52%, 3/15/19, Callable 6/15/18 @ 100 | | | 1,100,000 | | | | 1,100,157 | | |
Nissan Auto Receivables Owner Trust , Series 15-B, Class A3, 1.34%, 3/16/20, Callable 10/15/19 @ 100 | | | 2,000,000 | | | | 1,997,246 | | |
Santander Drive Auto Receivables Trust , Series 2017-2, Class B, 2.21%, 10/15/21, Callable 8/15/21 @ 100 | | | 1,600,000 | | | | 1,599,836 | | |
Santander Drive Auto Receivables Trust , Series 16-3, Class C, 2.46%, 3/15/22, Callable 1/15/20 @ 100 (b) | | | 2,770,000 | | | | 2,773,453 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Synchrony Credit Card Master Note Trust , Series 16-1, Class A, 2.04%, 3/15/22 | | $ | 1,150,000 | | | $ | 1,154,904 | | |
Toyota Auto Receivables Owner Trust , Series 16-A, Class A3, 1.25%, 3/16/20, Callable 9/15/19 @ 100 | | | 1,600,000 | | | | 1,595,902 | | |
World Financial Network Credit Card Master Trust , Series 2017-A, Class A, 2.12%, 3/15/24 | | | 1,610,000 | | | | 1,607,704 | | |
Total Asset Backed Securities (Cost $43,910,126) | | | 43,843,878 | | |
Collateralized Mortgage Obligations (4.2%) | |
Banc of America Commercial Mortgage Trust , Series 2008-1, Class A4, 6.47%, 2/10/51 (a) (b) | | | 1,154,806 | | | | 1,164,373 | | |
COMM Mortgage Trust , Series 2014-CR15, Class A2, 2.93%, 2/10/47 | | | 2,200,000 | | | | 2,230,896 | | |
Drive Auto Recievables Trust , Series 2016-CA, Class B, 2.37%, 11/16/20, Callable 5/15/20 @ 100 (c) | | | 2,500,000 | | | | 2,502,320 | | |
GS Mortgage Securities Trust , Series 2013-GC16, Class A2, 3.03%, 11/10/46 | | | 1,876,773 | | | | 1,903,193 | | |
JPMBB Commercial Mortgage Securities Trust , Series 2013-C15, Class A2, 2.98%, 11/15/45 | | | 569,990 | | | | 577,855 | | |
JPMorgan Chase Commercial Mortgage Securities Trust , Series 2013-C16, Class A2, 3.07%, 12/15/46 | | | 1,507,867 | | | | 1,529,520 | | |
JPMorgan Chase Commercial Mortgage Securities Trust , Series 2006-LDP7, Class AM, 6.14%, 4/17/45 (a) (b) | | | 29,994 | | | | 29,993 | | |
Morgan Stanley BAML Trust , Series 2013-C8, Class A2, 1.69%, 12/15/48 (b) | | | 96,461 | | | | 96,408 | | |
Morgan Stanley BAML Trust , Series 2013-C13, Class A2, 2.94%, 11/15/46 (b) | | | 1,500,000 | | | | 1,522,761 | | |
Morgan Stanley Capital I Trust , Series 2007-IQ16, Class A4, 5.81%, 12/12/49 (b) | | | 372,772 | | | | 373,857 | | |
Wells Fargo Commercial Mortgage Trust , Series 2012-LC5, Class A2, 1.84%, 10/15/45 | | | 193,832 | | | | 193,738 | | |
Total Collateralized Mortgage Obligations (Cost $12,409,387) | | | 12,124,914 | | |
Residential Mortgage Backed Securities (5.1%) | |
Ameriquest Mortgage Securities, Inc. , Series 2003-5, Class A6, 5.04%, 4/25/33, Callable 7/25/17 @ 100 (a) | | | 17,539 | | | | 17,642 | | |
Bank of America Mortgage Securities, Inc. , Series 03-J, Class 2A2, 3.47%, 11/25/33, Callable 7/25/17 @ 100 (a) (b) | | | 372,686 | | | | 373,625 | | |
Bear Stearns Alt-A Trust , Series 04-6, Class 1A, 1.66%, 7/25/34, Callable 7/25/17 @ 100 (a) (b) | | | 296,694 | | | | 293,286 | | |
Bear Stearns Alt-A Trust , Series 03-3, Class 2A, 3.28%, 10/25/33, Callable 7/25/17 @ 100 (a) (b) | | | 750,129 | | | | 751,934 | | |
Chase Mortgage Finance Corp. , Series 07-A1, Class 2A1, 3.62%, 2/25/37, Callable 12/25/26 @ 100 (a) (b) | | | 118,581 | | | | 119,605 | | |
Countrywide Home Loans, Inc. , Series 2002-19, Class 1A1, 6.25%, 11/25/32, Callable 7/25/17 @ 100 | | | 11,031 | | | | 11,169 | | |
Credit Suisse First Boston Mortgage Securities Corp. , Series 04-AR7, Class 4A1, 3.33%, 11/25/34, Callable 7/25/17 @ 100 (a) (b) | | | 650,612 | | | | 660,179 | | |
Credit Suisse First Boston Mortgage Securities Corp. , Series 04-5, Class 5A1, 5.00%, 8/25/19, Callable 1/25/18 @ 100 | | | 39,051 | | | | 39,320 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Credit Suisse First Boston Mortgage Securities Corp. , Series 03-8, Class 2A1, 5.00%, 4/25/18, Callable 7/25/17 @ 100 (b) | | $ | 2,986 | | | $ | 3,001 | | |
Credit Suisse First Boston Mortgage Securities Corp. , Series 03-23, Class 2A8, 4.50%, 10/25/18 (b) | | | 9,618 | | | | 9,614 | | |
GSR Mortgage Loan Trust , Series 05-AR6, Class 1A1, 3.21%, 9/25/35, Callable 9/25/17 @ 100 (a) (b) | | | 414,645 | | | | 424,441 | | |
JP Morgan Mortgage Trust , Series 17-1, Class A5, 3.50%, 1/25/47, Callable 10/25/38 @ 100 (a) (c) | | | 1,189,141 | | | | 1,215,121 | | |
JP Morgan Mortgage Trust , Series 14-5, Class A11, 3.00%, 10/25/29, Callable 8/25/26 @ 100 (a) (c) | | | 2,769,620 | | | | 2,793,983 | | |
JPMorgan Mortgage Trust , Series 16-3, Class 1A3, 3.50%, 10/25/46, Callable 6/25/32 @ 100 (a) (c) | | | 1,731,467 | | | | 1,764,743 | | |
JPMorgan Mortgage Trust , Series 2016-4, Class A5, 3.50%, 10/25/46, Callable 7/25/35 @ 100 (a) (c) | | | 873,393 | | | | 889,632 | | |
JPMorgan Mortgage Trust , Series 04-S1, Class 1A7, 5.00%, 9/25/34, Callable 7/25/17 @ 100 (b) | | | 7,985 | | | | 8,155 | | |
JPMorgan Mortgage Trust , Series 2004-S2, Class 1A3, 4.75%, 11/25/19, Callable 1/25/19 @ 100 (b) | | | 17,529 | | | | 17,749 | | |
JPMorgan Mortgage Trust , Series 06-A2, Class 5A1, 3.14%, 11/25/33, Callable 1/25/20 @ 100 (a) (b) | | | 161,365 | | | | 164,942 | | |
JPMorgan Mortgage Trust , Series 05-A1, Class 3A1, 3.47%, 2/25/35, Callable 7/25/17 @ 100 (a) (b) | | | 153,757 | | | | 156,506 | | |
MASTR Adjustable Rate Mortgage Trust , Series 04-13, Class 2A1, 3.08%, 4/21/34, Callable 12/21/18 @ 100 (a) (b) | | | 224,925 | | | | 231,221 | | |
Merrill Lynch Mortgage Investors Trust , Series 05-A2, Class A2, 2.98%, 2/25/35, Callable 1/25/18 @ 100 (a) (b) | | | 565,000 | | | | 574,921 | | |
Morgan Stanley Mortgage Loan Trust , Series 05-6AR, Class 1A1, 1.30%, 11/25/35, Callable 3/25/18 @ 100 (a) (b) | | | 248,380 | | | | 249,608 | | |
Morgan Stanley Mortgage Loan Trust , Series 04-1, Class 1A9, 4.50%, 11/25/18, Callable 9/25/23 @ 100 (b) | | | 7,197 | | | | 7,213 | | |
Prime Mortgage Trust , Series 04-2, Class A2, 4.75%, 11/25/19, Callable 7/25/17 @ 100 (b) | | | 30,611 | | | | 30,667 | | |
Residential Asset Mortgage Products, Inc. , Series 02-RS4, Class AI5, 6.16%, 8/25/32, Callable 7/25/17 @ 100 (a) | | | 20,695 | | | | 20,031 | | |
Residential Asset Securities Corp. , Series 05-KS1, Class M1, 1.89%, 2/25/35, Callable 7/25/17 @ 100 (a) | | | 1,033,529 | | | | 1,018,313 | | |
Residential Funding Mortgage Securities I, Inc. , Series 2005-S3, Class A1, 4.75%, 3/25/20, Callable 7/25/17 @ 100 (b) | | | 11,654 | | | | 11,709 | | |
Structured Adjustable Rate Mortgage Loan Trust , Series 04-6, Class 4A1, 3.44%, 6/25/34, Callable 7/25/17 @ 100 (a) (b) | | | 334,779 | | | | 334,418 | | |
Structured Asset Securities Corp. , Series 2004-21XS, Class 2A6A, 5.24%, 12/25/34, Callable 7/25/17 @ 100 (a) (b) | | | 978 | | | | 992 | | |
Structured Asset Securities Corp. , Series 03-34A, Class 3A2, 3.35%, 11/25/33, Callable 10/25/17 @ 100 (a) (b) | | | 519,610 | | | | 516,428 | | |
Structured Asset Securities Corp. , Series 03-29, Class 2A1, 5.25%, 9/25/23, Callable 7/25/17 @ 100 (b) | | | 112,308 | | | | 113,492 | | |
Thornburg Mortgage Securities Trust , Series 04-3, Class A, 1.96%, 9/25/44, Callable 7/25/17 @ 100 (a) (b) | | | 552,665 | | | | 509,770 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 05-AR16, Class 3A2, 3.21%, 3/25/35, Callable 7/25/17 @ 100 (a) (b) | | | 466,977 | | | | 470,129 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Wells Fargo Mortgage Backed Securities Trust , Series 03-N, Class 2A1, 2.89%, 12/25/33, Callable 7/25/17 @ 100 (a) (b) | | $ | 95,682 | | | $ | 95,686 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 05-AR12, Class 2A6, 3.16%, 6/25/35, Callable 7/25/17 @ 100 (a) (b) | | | 218,392 | | | | 219,702 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 05-AR12, Class 2A5, 3.16%, 6/25/35, Callable 7/25/17 @ 100 (a) (b) | | | 254,853 | | | | 256,948 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 04-M, Class A7, 3.04%, 8/25/34, Callable 7/25/17 @ 100 (a) (b) | | | 235,012 | | | | 240,474 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 04-O, Class A1, 3.01%, 8/25/34, Callable 7/25/17 @ 100 (a) (b) | | | 138,893 | | | | 141,734 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 04-Z, Class 2A2, 3.00%, 12/25/34, Callable 7/25/17 @ 100 (a) (b) | | | 110,693 | | | | 112,230 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 03-J, Class 2A1, 2.95%, 10/25/33, Callable 7/25/17 @ 100 (a) (b) | | | 37,692 | | | | 38,068 | | |
Total Residential Mortgage Backed Securities (Cost $14,884,228) | | | 14,908,401 | | |
Senior Secured Loans (2.9%) | |
Bass Pro Group LLC, Term Loan B , 11/16/23, Callable 8/6/17 @ 101 (a) | | | 1,500,000 | | | | 1,455,750 | | |
BRP, Inc., Term Loan B , 4.23%, 6/30/23, Callable 8/6/17 @ 100 (a) | | | 972,257 | | | | 976,710 | | |
DaVita, Inc., Term Loan B , 3.98%, 6/24/21, Callable 8/6/17 @ 100 (a) | | | 1,169,131 | | | | 1,170,592 | | |
Harbor Freight Tools USA, Inc., Term Loan , 4.48%, 8/16/23, Callable 8/6/17 @ 101 (a) | | | 1,488,750 | | | | 1,487,083 | | |
Inventiv, Inc., Term Loan B , 6/26/24 (a) | | | 2,000,000 | | | | 2,002,500 | | |
Kasima LLC, Term Loan B , 3.65%, 5/17/21, Callable 8/6/17 @ 100 (a) | | | 1,091,176 | | | | 1,093,904 | | |
Tribune Media Co., Term Loan B , 4.23%, 12/27/20, Callable 8/6/17 @ 100 (a) | | | 103,518 | | | | 103,713 | | |
Total Senior Secured Loans (Cost $8,317,098) | | | 8,290,252 | | |
Corporate Bonds (49.0%) | |
Consumer Discretionary (2.2%): | |
Best Buy Co., Inc., 5.00%, 8/1/18 | | | 1,390,000 | | | | 1,435,168 | | |
BorgWarner, Inc., 4.63%, 9/15/20 (b) | | | 859,000 | | | | 918,493 | | |
D.R. Horton, Inc., 3.63%, 2/15/18, Callable 11/15/17 @ 100 (b) | | | 500,000 | | | | 503,106 | | |
Lear Corp., 4.75%, 1/15/23, Callable 1/15/18 @ 102.38 | | | 1,334,000 | | | | 1,380,208 | | |
Lennar Corp., 4.50%, 6/15/19, Callable 4/16/19 @ 100 (b) | | | 640,000 | | | | 661,600 | | |
The Interpublic Group of Cos., Inc., 2.25%, 11/15/17 (b) | | | 1,500,000 | | | | 1,502,013 | | |
| | | 6,400,588 | | |
Consumer Staples (2.8%): | |
Church & Dwight Co., Inc., 2.45%, 12/15/19, Callable 11/15/19 @ 100 | | | 1,515,000 | | | | 1,528,929 | | |
Molson Coors Brewing Co., 1.45%, 7/15/19 | | | 1,250,000 | | | | 1,234,769 | | |
Reynolds American, Inc., 2.30%, 6/12/18 (b) | | | 3,530,000 | | | | 3,545,373 | | |
Walgreens Boots Alliance, Inc., 1.75%, 11/17/17 (b) | | | 1,950,000 | | | | 1,951,217 | | |
| | | 8,260,288 | | |
Energy (4.8%): | |
Buckeye Partners LP, 2.65%, 11/15/18, Callable 10/15/18 @ 100 (b) | | | 1,700,000 | | | | 1,709,068 | | |
Columbia Pipeline Group, Inc., 2.45%, 6/1/18 | | | 500,000 | | | | 502,294 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
FMC Technologies, Inc., 2.00%, 10/1/17 | | $ | 1,000,000 | | | $ | 999,558 | | |
Hess Corp., 8.13%, 2/15/19 | | | 1,900,000 | | | | 2,062,473 | | |
Kinder Morgan, Inc., 2.00%, 12/1/17 (b) | | | 1,700,000 | | | | 1,700,918 | | |
LUKOIL International Finance BV, 6.13%, 11/9/20 (c) | | | 935,000 | | | | 1,017,748 | | |
Marathon Oil Corp., 5.90%, 3/15/18 | | | 1,150,000 | | | | 1,179,457 | | |
Marathon Petroleum Corp., 2.70%, 12/14/18 | | | 1,758,000 | | | | 1,771,410 | | |
Petroleos Mexicanos, 5.50%, 2/4/19 | | | 1,000,000 | | | | 1,044,000 | | |
Western Gas Partners LP, 2.60%, 8/15/18, Callable 7/15/18 @ 100 | | | 1,475,000 | | | | 1,479,078 | | |
| | | 13,466,004 | | |
Financials (19.2%): | |
Assurant, Inc., 2.50%, 3/15/18 (b) | | | 1,408,000 | | | | 1,416,752 | | |
Axis Specialty Finance LLC, 5.88%, 6/1/20 | | | 1,540,000 | | | | 1,680,935 | | |
Bank of America Corp. | |
1.70%, 8/25/17 (b) | | | 2,500,000 | | | | 2,501,080 | | |
2.25%, 4/21/20, MTN | | | 1,300,000 | | | | 1,300,530 | | |
Barclays Bank PLC, 6.05%, 12/4/17 (b) (c) | | | 700,000 | | | | 712,013 | | |
Capital One Financial Corp. | |
2.45%, 4/24/19, Callable 3/24/19 @ 100 | | | 710,000 | | | | 713,797 | | |
2.50%, 5/12/20, Callable 4/12/20 @ 100 | | | 590,000 | | | | 592,556 | | |
Capital One NA, 1.50%, 3/22/18, Callable 2/22/18 @ 100 (b) | | | 2,000,000 | | | | 1,996,322 | | |
Citigroup, Inc. | |
1.85%, 11/24/17 (b) | | | 2,000,000 | | | | 2,003,146 | | |
2.29%, 12/8/21, Callable 11/8/21 @ 100 (a) | | | 1,500,000 | | | | 1,514,247 | | |
Ford Motor Credit Co. LLC, 2.46%, 3/27/20 (b) | | | 2,250,000 | | | | 2,251,955 | | |
General Motors Financial Co., Inc., 3.25%, 5/15/18 (b) | | | 3,500,000 | | | | 3,541,017 | | |
HSBC Holdings PLC, 2.65%, 1/5/22 (a) (b) | | | 1,500,000 | | | | 1,543,009 | | |
HSBC USA, Inc., 1.63%, 1/16/18 (b) | | | 500,000 | | | | 500,168 | | |
JPMorgan Chase & Co., 2.38%, 10/24/23, Callable 10/24/22 @ 100 (a) (b) | | | 1,500,000 | | | | 1,522,548 | | |
KeyBank NA, 1.60%, 8/22/19 | | | 3,000,000 | | | | 2,977,770 | | |
MetLife, Inc., 6.82%, 8/15/18 (b) | | | 5,000,000 | | | | 5,279,240 | | |
Morgan Stanley | |
2.45%, 2/1/19, MTN | | | 1,000,000 | | | | 1,006,679 | | |
2.65%, 1/27/20 | | | 1,355,000 | | | | 1,369,288 | | |
2.55%, 10/24/23, Callable 10/24/22 @ 100 (a) | | | 1,500,000 | | | | 1,526,046 | | |
Regions Bank | |
7.50%, 5/15/18 (b) | | | 500,000 | | | | 523,436 | | |
2.25%, 9/14/18, Callable 8/14/18 @ 100 | | | 3,700,000 | | | | 3,715,025 | | |
S&P Global, Inc., 2.50%, 8/15/18 | | | 895,000 | | | | 901,244 | | |
Societe Generale SA, 2.75%, 10/12/17 (b) | | | 500,000 | | | | 501,635 | | |
Synovus Financial Corp., 7.88%, 2/15/19 | | | 2,135,000 | | | | 2,316,048 | | |
The Bear Stearns Co. LLC, 7.25%, 2/1/18 (b) | | | 2,500,000 | | | | 2,578,415 | | |
The Goldman Sachs Group, Inc. | |
6.15%, 4/1/18 (b) | | | 3,000,000 | | | | 3,096,270 | | |
2.35%, 11/15/21, Callable 11/15/20 @ 100 (a) | | | 1,500,000 | | | | 1,513,913 | | |
UBS AG (Stamford) Branch, 1.80%, 3/26/18 (b) | | | 1,250,000 | | | | 1,252,009 | | |
UBS Group Funding Switzerland AG, 2.95%, 9/24/20 (c) | | | 2,075,000 | | | | 2,119,751 | | |
XLIT Ltd., 2.30%, 12/15/18 (b) | | | 750,000 | | | | 753,299 | | |
| | | 55,220,143 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Health Care (6.5%): | |
Abbott Laboratories | |
2.00%, 9/15/18 | | $ | 2,000,000 | | | $ | 2,003,912 | | |
2.35%, 11/22/19 | | | 1,575,000 | | | | 1,586,841 | | |
AbbVie, Inc., 2.00%, 11/6/18 (b) | | | 2,500,000 | | | | 2,505,932 | | |
Biogen, Inc., 2.90%, 9/15/20 | | | 1,563,000 | | | | 1,594,332 | | |
Bio-Rad Laboratories, Inc., 4.88%, 12/15/20 (b) | | | 1,490,900 | | | | 1,601,911 | | |
Celgene Corp., 2.13%, 8/15/18 | | | 1,200,000 | | | | 1,204,636 | | |
Edwards Lifesciences Corp., 2.88%, 10/15/18 | | | 1,845,000 | | | | 1,862,238 | | |
Express Scripts Holding, 2.25%, 6/15/19 | | | 1,180,000 | | | | 1,183,911 | | |
Gilead Sciences, Inc., 1.85%, 9/4/18 | | | 2,000,000 | | | | 2,004,714 | | |
Laboratory Corp. of America Holdings, 2.50%, 11/1/18 (b) | | | 750,000 | | | | 755,960 | | |
Mallinckrodt International Finance SA, 3.50%, 4/15/18 (b) | | | 850,000 | | | | 850,000 | | |
Universal Health Services, Inc., 3.75%, 8/1/19 (c) | | | 1,645,000 | | | | 1,677,900 | | |
| | | 18,832,287 | | |
Industrials (2.4%): | |
Acuity Brands Lighting, Inc., 6.00%, 12/15/19 | | | 656,000 | | | | 710,610 | | |
Air Lease Corp., 2.13%, 1/15/18 (b) | | | 1,500,000 | | | | 1,502,658 | | |
Hutchison Whampoa International (14) Ltd., 1.63%, 10/31/17 (b) (c) | | | 1,500,000 | | | | 1,496,417 | | |
IDEX Corp., 4.50%, 12/15/20, Callable 9/15/20 @ 100 | | | 1,150,000 | | | | 1,216,303 | | |
Kansas City Southern, 2.35%, 5/15/20, Callable 4/15/20 @ 100 | | | 1,800,000 | | | | 1,796,938 | | |
Pentair Finance SA, 1.88%, 9/15/17 (b) | | | 500,000 | | | | 500,196 | | |
| | | 7,223,122 | | |
Information Technology (3.8%): | |
Activision Blizzard, Inc., 6.13%, 9/15/23, Callable 9/15/18 @ 103.06 (c) | | | 1,650,000 | | | | 1,780,515 | | |
Alibaba Group Holding Ltd., 2.50%, 11/28/19, Callable 10/28/19 @ 100 | | | 999,000 | | | | 1,006,584 | | |
Diamond 1 Finance Corp./Diamond 2 Finance Corp., 3.48%, 6/1/19 (c) | | | 1,250,000 | | | | 1,279,220 | | |
Hewlett Packard Enterprise Co., 2.45%, 10/5/17 | | | 834,000 | | | | 836,083 | | |
Juniper Networks, Inc., 3.13%, 2/26/19 (b) | | | 2,930,000 | | | | 2,979,587 | | |
KLA-Tencor Corp., 2.38%, 11/1/17 (b) | | | 1,000,000 | | | | 1,002,331 | | |
Total System Services, Inc., 2.38%, 6/1/18 | | | 2,500,000 | | | | 2,510,370 | | |
| | | 11,394,690 | | |
Materials (1.0%): | |
Martin Marietta Materials, Inc., 6.60%, 4/15/18 (b) | | | 500,000 | | | | 517,828 | | |
Teck Resources Ltd., 2.50%, 2/1/18 (b) | | | 150,000 | | | | 150,188 | | |
Vale Overseas Ltd., 5.63%, 9/15/19 | | | 2,080,000 | | | | 2,194,400 | | |
| | | 2,862,416 | | |
Real Estate (3.0%): | |
American Tower Corp., 4.50%, 1/15/18 (b) | | | 2,690,000 | | | | 2,726,847 | | |
American Tower Trust I, 1.55%, 3/15/43, Callable 8/7/17 @ 100 (b) (c) | | | 1,000,000 | | | | 997,966 | | |
Realty Income Corp., 5.38%, 9/15/17 (b) | | | 560,000 | | | | 563,972 | | |
SBA Tower Trust, 2.24%, 4/15/43, Callable 8/7/17 @ 100 (c) | | | 1,450,000 | | | | 1,449,302 | | |
Select Income REIT, 2.85%, 2/1/18, Callable 1/1/18 @ 100 (b) | | | 750,000 | | | | 753,116 | | |
Welltower, Inc., 6.13%, 4/15/20 | | | 1,906,000 | | | | 2,091,709 | | |
| | | 8,582,912 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Telecommunication Services (0.6%): | |
AT&T, Inc., 2.45%, 6/30/20, Callable 5/30/20 @ 100 | | $ | 1,500,000 | | | $ | 1,507,702 | | |
Level 3 Financing, Inc., 5.38%, 1/15/24, Callable 1/15/19 @ 102.69 | | | 325,000 | | | | 339,219 | | |
| | | 1,846,921 | | |
Utilities (2.7%): | |
Abu Dhabi National Energy Co. PJSC, 2.50%, 1/12/18 (b) (c) | | | 500,000 | | | | 500,490 | | |
American Electric Power Co., Inc., 1.65%, 12/15/17, Callable 11/15/17 @ 100 (b) | | | 300,000 | | | | 300,033 | | |
Iberdrola Finance Ireland Ltd., 5.00%, 9/11/19 (c) | | | 1,855,000 | | | | 1,964,586 | | |
SCANA Corp., 6.25%, 4/1/20, MTN (b) | | | 3,525,000 | | | | 3,816,525 | | |
Southern Power Co., 1.85%, 12/1/17 | | | 1,250,000 | | | | 1,251,097 | | |
| | | 7,832,731 | | |
Total Corporate Bonds (Cost $141,761,559) | | | 141,922,102 | | |
U.S. Government Mortgage Backed Agencies (3.1%) | |
Federal Home Loan Mortgage Corp. | |
5.00%, 6/15/23 – 8/1/40 (b) | | | 1,467,959 | | | | 1,606,707 | | |
5.50%, 10/25/23 (b) | | | 10,967 | | | | 11,720 | | |
7.00%, 9/1/38 (b) | | | 7,948 | | | | 9,207 | | |
| | | 1,627,634 | | |
Federal National Mortgage Assoc. | |
5.00%, 2/1/41 – 10/1/41 (b) | | | 5,318,540 | | | | 5,814,280 | | |
| | | 5,814,280 | | |
Federal National Mortgage Association | |
6.00%, 2/1/37 (b) | | | 1,341,867 | | | | 1,519,274 | | |
2.94%, 8/1/46 (b) | | | 11,754 | | | | 11,809 | | |
| | | 1,531,083 | | |
Total U.S. Government Mortgage Backed Agencies (Cost $9,132,473) | | | 8,972,997 | | |
U.S. Treasury Obligations (13.8%) | |
U.S. Treasury Notes | |
1.25%, 11/15/18 (b) | | | 1,475,000 | | | | 1,473,156 | | |
1.13%, 1/31/19 (b) | | | 22,522,000 | | | | 22,440,178 | | |
1.63%, 8/31/19 | | | 13,000,000 | | | | 13,059,410 | | |
1.50%, 5/31/20 | | | 2,935,000 | | | | 2,930,644 | | |
Total U.S. Treasury Obligations (Cost $39,983,603) | | | 39,903,388 | | |
Total Investments (Cost $270,398,474) — 93.2% | | | 269,965,932 | | |
Other assets in excess of liabilities — 6.8% | | | 19,632,336 | | |
NET ASSETS — 100.00% | | $ | 289,601,285 | | |
(a) Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2017.
(b) All or a portion of this security has been segregated as collateral for derivative instruments and/or securities purchased on a when-issued basis.
See notes to financial statements.
9
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
(c) Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2017, the fair value of these securities was $35,288,997 and amounted to 11.9% of net assets.
LLC — Limited Liability Co.
LP — Limited Partnership
MTN — Medium Term Note
PLC — Public Liability Co.
REIT — Real Estate Investment Trust
Futures Contracts Purchased
| | Number of Contracts | | Expiration Date | | Notional Amount at Value | | Unrealized Depreciation | |
2-Year U.S. Treasury Note Future | | | 350 | | | 9/29/17 | | $ | 75,638,281 | | | $ | (114,586 | ) | |
Futures Contracts Sold
| | Number of Contracts | | Expiration Date | | Notional Amount at Value | | Unrealized Appreciation | |
5-Year U.S. Treasury Note Future | | | 45 | | | 9/29/17 | | $ | 5,302,617 | | | $ | 12,656 | | |
| | $ | (101,930 | ) | |
Centrally Cleared
Credit Default Swap Agreements — Sell Protection (a)
As of June 30, 2017, the Fund's open credit default swap agreements were as follows:
Underlying Instrument | | Counterparty | | Maturity Date | | Implied Credit Spread at June 30, 2017 (b) | | Notional Amount (c) | | Fixed Deal Receive Rate | | Value | | Premiums Paid/ (Received) | | Unrealized Depreciation | |
CDX North America High Yield Index Series 28
| | Goldman Sachs | |
6/20/22 | | | 3.38 | % | | $ | 18,000,000 | | | | 5.00 | % | | $ | 1,244,495 | | | $ | 1,371,420 | | | $ | (126,925 | ) | |
CDX North America Investment Grade 5 Year; Series 28
| | Goldman Sachs | |
6/20/22 | | | 0.60 | | | | 14,000,000 | | | | 1.00 | | | | 260,282 | | | | 273,681 | | | | (13,399 | ) | |
| | $ | 1,504,777 | | | $ | 1,645,101 | | | $ | (140,324 | ) | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
(a) When a credit event occurs as defined under the terms of the swap agreement, the Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity and take delivery of the reference entity or (ii) pay a net amount equal to the par value of the defaulted reference entity less its recovery value.
(b) Implied credit spread, represented in absolute terms, utilized in determining the value of the credit default swap agreements as of period end will serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.
(c) The notional amount represents the maximum potential amount the Fund could be required to pay as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement, for each security included in the CDX North America High Yield Index and CDX North America Investment Grade 5 Year.
See notes to financial statements.
11
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2017 | |
(Unaudited)
| | Victory INCORE Low Duration Bond VIP Series | |
ASSETS: | |
Investments, at value (Cost $270,398,474) | | $ | 269,965,932 | | |
Cash and cash equivalents | | | 19,196,704 | | |
Deposits with brokers for futures contracts | | | 730,814 | | |
Deposits with brokers for swap agreements | | | 1,286,154 | | |
Interest receivable | | | 1,631,739 | | |
Receivable for capital shares issued | | | 35,012 | | |
Receivable for investments sold | | | 391,795 | | |
Variation margin receivable on open futures contracts | | | 7,735 | | |
Variation margin receivable on open swap agreements | | | 46,657 | | |
Receivable from Adviser | | | 13,909 | | |
Prepaid expenses | | | 9,288 | | |
Total Assets | | | 293,315,739 | | |
LIABILITIES: | |
Payable for investments purchased | | | 3,487,500 | | |
Payable for capital shares redeemed | | | 46,216 | | |
Variation margin payable on open futures contracts | | | 32,813 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 107,615 | | |
Administration fees | | | 14,286 | | |
Custodian fees | | | 15,045 | | |
Other accrued expenses | | | 10,979 | | |
Total Liabilities | | | 3,714,454 | | |
NET ASSETS: | |
Capital | | | 291,605,950 | | |
Accumulated net investment income | | | 1,887,791 | | |
Accumulated net realized losses from investments | | | (3,217,660 | ) | |
Net unrealized depreciation on investments | | | (674,796 | ) | |
Net Assets | | $ | 289,601,285 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 28,103,436 | | |
Net asset value: | | $ | 10.30 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2017 | |
(Unaudited)
| | Victory INCORE Low Duration Bond VIP Series | |
Investment Income: | |
Interest income | | $ | 2,810,527 | | |
Securities lending income | | | 22 | | |
Total Income | | | 2,810,549 | | |
Expenses: | |
Investment advisory fees | | | 638,091 | | |
Administration fees | | | 86,230 | | |
Custodian fees | | | 15,861 | | |
Transfer agent fees | | | 581 | | |
Trustees' fees | | | 9,310 | | |
Chief Compliance Officer fees | | | 843 | | |
Legal and audit fees | | | 24,623 | | |
Interest expense on line of credit | | | 246 | | |
Other expenses | | | 16,261 | | |
Total Expenses | | | 792,046 | | |
Expenses waived/reimbursed by Adviser | | | (40,281 | ) | |
Net Expenses | | | 751,765 | | |
Net Investment Income | | | 2,058,784 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized losses from securities transactions | | | (299,459 | ) | |
Net realized gains from futures transactions | | | 270,873 | | |
Net realized gains from swap transactions | | | 611,253 | | |
Net change in unrealized appreciation/depreciation on investments | | | 640,525 | | |
Net change in unrealized appreciation/depreciation on futures transactions | | | (76,758 | ) | |
Net change in unrealized appreciation/depreciation on swap transactions | | | (366,554 | ) | |
Net realized/unrealized gains on investments | | | 779,880 | | |
Change in net assets resulting from operations | | $ | 2,838,664 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory INCORE Low Duration Bond VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | |
| | (unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income | | $ | 2,058,784 | | | $ | 3,294,962 | | |
Net realized gains/losses from investment transactions | | | 582,667 | | | | (1,018,785 | ) | |
Net change in unrealized appreciation/depreciation on investments | | | 197,213 | | | | 3,169,071 | | |
Change in net assets resulting from operations | | | 2,838,664 | | | | 5,445,248 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (3,625,366 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (3,625,366 | ) | |
Change in net assets resulting from capital transactions | | | 13,611,533 | | | | (4,845,359 | ) | |
Capital Contribution from Prior Custodian, Net (See Note 7) | | | — | | | | 12,613 | | |
Change in net assets | | | 16,450,197 | | | | (3,012,864 | ) | |
Net Assets: | |
Beginning of period | | | 273,151,088 | | | | 276,163,952 | | |
End of period | | $ | 289,601,285 | | | $ | 273,151,088 | | |
Accumulated net investment income (loss) | | $ | 1,887,791 | | | $ | (170,993 | ) | |
Capital Transactions: | |
Proceeds from shares issued | | | 26,232,002 | | | | 37,037,545 | | |
Distributions reinvested | | | — | | | | 3,625,366 | | |
Cost of shares redeemed | | | (12,620,469 | ) | | | (45,508,270 | ) | |
Change in net assets resulting from capital transactions | | | 13,611,533 | | | | (4,845,359 | ) | |
Share Transactions: | |
Issued | | | 2,560,491 | | | | 3,604,748 | | |
Reinvested | | | — | | | | 355,777 | | |
Redeemed | | | (1,229,025 | ) | | | (4,446,960 | ) | |
Change in Shares | | | 1,331,466 | | | | (486,435 | ) | |
See notes to financial statements.
14
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | Victory INCORE Low Duration Bond VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | | Year Ended December 31, 2012 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 10.20 | | | $ | 10.13 | | | $ | 10.22 | | | $ | 10.30 | | | $ | 10.45 | | | $ | 10.33 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.07 | (a) | | | 0.12 | (a) | | | 0.14 | (a) | | | 0.18 | | | | 0.17 | | | | 0.20 | | |
Net realized and unrealized gains(losses) on investments | | | 0.03 | | | | 0.09 | | | | (0.09 | ) | | | (0.08 | ) | | | (0.15 | ) | | | 0.12 | | |
Total from Investment Activities | | | 0.10 | | | | 0.21 | | | | 0.05 | | | | 0.10 | | | | 0.02 | | | | 0.32 | | |
Distributions: | |
Net investment income | | | — | | | | (0.14 | ) | | | (0.14 | ) | | | (0.18 | ) | | | (0.17 | ) | | | (0.20 | ) | |
Total Distributions | | | — | | | | (0.14 | ) | | | (0.14 | ) | | | (0.18 | ) | | | (0.17 | ) | | | (0.20 | ) | |
Capital Contributions from Prior Custodian, Net (See Note 7) | | | — | | | | — | (b) | | | — | | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 10.30 | | | $ | 10.20 | | | $ | 10.13 | | | $ | 10.22 | | | $ | 10.30 | | | $ | 10.45 | | |
Total Return (c) (d) | | | 0.98 | % | | | 2.04 | %(e) | | | 0.47 | % | | | 0.92 | % | | | 0.24 | % | | | 3.16 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 289,601 | | | $ | 273,151 | | | $ | 276,164 | | | $ | 265,514 | | | $ | 243,986 | | | $ | 209,164 | | |
Ratio of net expenses to average net assets (f) | | | 0.53 | % | | | 0.53 | % | | | 0.53 | % | | | 0.55 | % | | | 0.55 | % | | | 0.56 | % | |
Ratio of net investment income (loss) to average net assets (f) | | | 1.45 | % | | | 1.21 | % | | | 1.33 | % | | | 1.74 | % | | | 1.75 | % | | | 2.17 | % | |
Ratio of gross expenses to average net assets (f) (g) | | | 0.56 | % | | | 0.53 | % | | | 0.53 | % | | | 0.55 | % | | | 0.55 | % | | | 0.56 | % | |
Portfolio turnover (d) | | | 38 | % | | | 55 | % | | | 38 | % | | | 39 | % | | | 60 | % | | | 66 | % | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Amount is less than $0.005 per share.
(c) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc's variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
(d) Not annualized for periods less than one year.
(e) The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.005% for the period shown. (See Note 7)
(f) Annualized for periods less than one year.
(g) During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.
See notes to financial statements.
15
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2017 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") was organized on February 11, 1998 as a Delaware statutory trust. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified open-end management investment company, and thus follows accounting and reporting guidance for investment companies. The Trust is comprised of nine funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.
The accompanying financial statements are those of the Victory INCORE Low Duration Bond VIP Series (the "Fund"). The Fund offers a single class of shares: Class I Shares. Sales of shares of the Fund may only be made to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. ("GIAC") that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"). The Fund seeks to provide a high level of current income consistent with preservation of capital.
Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Investment Valuation:
The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:
• Level 1 — quoted prices in active markets for identical securities
• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)
• Level 3 — significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Trust determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.
Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded or at the NASDAQ Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Debt securities of U.S. issuers (other than short-term investments maturing in 60 days or less), including corporate and municipal securities, are valued on the basis of bid valuations provided by dealers or an independent pricing service approved by the Trust's Board of Trustees (the "Board"). Short-term investments maturing in 60 days or less may be valued at amortized cost, which approximates market value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. These valuations are typically categorized as Level 2 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy.
Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.
For the six months ended June 30, 2017, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.
A summary of the valuations as of June 30, 2017, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is included in the Schedule of Portfolio Investments:
| | LEVEL 1 — Quoted Prices | | LEVEL 2 — Other Significant Observable Inputs | | LEVEL 3 — Other Significant Unobservable Inputs | | Total | |
| | Investments in Securities | | Other Financial Investments^ | | Investments in Securities | | Other Financial Investments^ | | Investments in Securities | | Other Financial Investments^ | | Investments in Securities | | Other Financial Investments^ | |
Asset Backed Securities | | $ | — | | | $ | — | | | $ | 43,843,878 | | | $ | — | | | $ | — | | | $ | — | | | $ | 43,843,878 | | | $ | — | | |
Collateralized Mortgage Obligations | | | — | | | | — | | | | 12,124,914 | | | | — | | | | — | | | | — | | | | 12,124,914 | | | | — | | |
Residential Mortgage Backed Securities | | | — | | | | — | | | | 14,908,401 | | | | — | | | | — | | | | — | | | | 14,908,401 | | | | — | | |
Senior Secured Loans | | | — | | | | — | | | | 8,290,252 | | | | — | | | | — | | | | — | | | | 8,290,252 | | | | — | | |
Corporate Bonds | | | — | | | | — | | | | 141,922,102 | | | | — | | | | — | | | | — | | | | 141,922,102 | | | | — | | |
U.S. Government Mortgage Backed Agencies | | | — | | | | — | | | | 8,972,997 | | | | — | | | | — | | | | — | | | | 8,972,997 | | | | — | | |
U.S. Treasury Obligations | | | — | | | | — | | | | 39,903,388 | | | | — | | | | — | | | | — | | | | 39,903,388 | | | | — | | |
Futures Contracts | | | — | | | | (101,930 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | (101,930 | ) | |
Credit Default Swaps | | | — | | | | — | | | | — | | | | (140,324 | ) | | | — | | | | — | | | | — | | | | (140,324 | ) | |
Total | | $ | — | | | $ | (101,930 | ) | | $ | 269,968,949 | | | $ | (140,324 | ) | | $ | — | | | $ | — | | | $ | 269,965,932 | | | $ | (242,254 | ) | |
17
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
^ Other Financial instruments include any derivative instruments not reflected in the Schedule of Portfolio Investments as Investment Securities, such as futures contracts, forward contracts and swap agreements. These instruments are generally recorded in the financial statements at the unrealized gain or loss on the investment.
There were no transfers between Level 1 and Level 2 as of June 30, 2017.
Securities Purchased on a When-Issued Basis:
The Fund may purchase securities on a when-issued basis. When-issued securities are securities purchased for delivery beyond normal settlement periods at a stated price and/or yield, thereby involving the risk that the price and/or yield obtained may be more or less than those available in the market when delivery takes place. At the time the Fund makes the commitment to purchase a security on a when-issued basis, the Fund records the transaction and reflects the value of the security in determining net asset value. No interest accrues to the Fund until the transaction settles and payment takes place. Normally, the settlement date occurs within one month of the purchase. A segregated account is established and the Fund maintains cash and marketable securities at least equal in value to commitments for when-issued securities. If the Fund owns when-issued securities, these values are included in "Payable for investments purchased" on the accompanying Statement of Assets and Liabilities. As of June 30, 2017, the Fund had outstanding when-issued purchase commitments covered by the segregated assets as identified in the Schedule of Portfolio Investments.
Loans:
Floating rate loans in which the Fund invests are primarily "senior" loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Fund's floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See note regarding Below Investment Grade securities.
The Fund may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender's claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.
Transactions in loans often settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of 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 to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.
Futures Contracts:
The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive,
18
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions.
Exchange-Traded Funds:
The Fund may invest in exchange-traded funds ("ETFs"). ETFs are a type of index fund, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
Investment Companies:
The Fund may invest in portfolios of open-end or closed-end investment companies (the "Underlying Funds"). The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the Underlying Funds.
Open-end funds are valued at their respective net asset values as reported by such investment companies. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Fund will not change.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
The Fund may receive other income from investment in loan assignments and/or unfunded commitments, including amendment fees, consent fees and commitment fees. These fees are recorded
19
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
as income when received by the Fund. These amounts are included in Interest Income in the Statement of Operations.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Credit Derivatives:
The Fund may enter into credit derivatives, including centrally cleared credit default swaps on individual obligations or credit indices. The Fund may use these investments (i) as alternatives to direct long or short investment in a particular security or securities, (ii) to adjust the Fund's asset allocation or risk exposure, or (iii) for hedging purposes. The use by the Fund of credit default swaps may have the effect of creating a short position in a security. Credit derivatives can create investment leverage and may create additional investment risks that may subject the Fund to greater volatility than investments in more traditional securities, as described in the Fund's Statement of Additional Information.
Credit default swap ("CDS") agreements on credit indices involve one party making a stream of payments (referred to as the buyer of protection) to another party (the seller of protection) in exchange for the right to receive a specified return in the event of a write-down, principal shortfall, interest shortfall or default of all or part of the referenced entities comprising the credit index. A credit index is a basket of credit instruments or exposures designed to be representative of a specific sector of the credit market as a whole. These indices are made up of reference credits that are judged by a poll of dealers to be the most liquid entities in the CDS.
The counterparty risk for cleared swap agreements is generally lower than for uncleared over-the-counter swap agreements because generally a clearing organization becomes substituted for each counterparty to a cleared swap agreement and, in effect, guarantees each party's performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. However, there can be no assurance that the clearing organization, or its members, will satisfy its obligations to the Fund.
The Fund may enter into CDS agreements either as a buyer or seller. The Fund may buy protection under a CDS to attempt to mitigate the risk of default or credit quality deterioration in one or more individual holdings or in a segment of the fixed income securities market. The Fund may sell protection under a CDS in an attempt to gain exposure to an underlying issuer's credit quality characteristics without investing directly in that issuer.
For swaps entered with an individual counterparty, the Fund bears the risk of loss of the uncollateralized amount expected to be received under a CDS agreement in the event of the default or bankruptcy of the counterparty. CDS agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement. The Fund may also enter into cleared swaps.
Upon entering into a cleared CDS, the Fund may be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 3% to 6% of the notional amount for CDS on high yield debt issuers (this amount is subject to change by the clearing organization that clears the trade). This amount, known as "initial margin," is in the nature of a performance bond or good faith deposit on the CDS and is returned to a Fund upon termination of the CDS, assuming all contractual obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the broker will be made daily as the price of the CDS fluctuates, making the long and short positions in the CDS contract more or less valuable, a process known as "marking-to-market." The premium (discount) payments are built into the daily price of the CDS and thus are amortized through the variation margin. The variation margin payment also includes the daily portion of the periodic payment stream.
The maximum potential amount of future payments (undiscounted) that the Fund as a seller of protection could be required to make under a CDS agreement equals the notional amount of the agreement. Notional amounts of each individual CDS agreement outstanding as of period end for
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
which the Fund is the seller of protection are disclosed on the Schedule of Portfolio Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreement, periodic interest payments, or net amounts received from the settlement of buy protection CDS agreements entered into by the Fund for the same referenced entity or entities.
As of June 30, 2017, the Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked to market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted in the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Fund's Schedule of Portfolio Investments. The Fund continues to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral. The Fund pays various fees in connection with the investment of cash collateral. The Fund pays the Agent fees based on the investment income received from securities lending activities. Securities lending income is disclosed in the Fund's Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.
Securities lending transactions are entered into by a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The six months ended June 30, 2017, the Fund had no securities on loan.
Summary of Derivative Instruments:
The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, for the six months ended June 30, 2017.
Net Change in Unrealized | |
Assets | | Liabilities | |
Variation Margin on Futures Contracts* | | Variation Margin on Credit Default Swap Agreements* | | Variation Margin on Futures Contracts* | | Variation Margin on Credit Default Swap Agreements* | |
$ | — | | | $ | — | | | $ | (101,930 | ) | | $ | (140,324 | ) | |
*Includes cumulative appreciation/depreciation of futures contracts and cumulative unrealized gain (loss) on credit default swap agreements as reported on the Schedule of Portfolio Investments. Only current day's variation margin for both futures contracts and credit default swap agreements are reported within the Statement of Assets and Liabilities.
The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended June 30, 2017.
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Realized Gain (Loss) on Derivatives Recognized as a Result from Operations | | Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized as a Result of Operations | |
Net Realized Gains (Losses) on Futures Contracts | | Net Realized Gain (Losses) on Swap Contracts | | Change in Net Unrealized Appreciation/ Depreciation on Future Contracts | | Change in Net Unrealized Appreciation/ Depreciation on Swap Contracts | |
$ | 270,873 | | | $ | 611,253 | | | $ | (76,758 | ) | | $ | (366,544 | ) | |
All open derivative positions at period end are reflected on the Fund's Schedule of Portfolio Investments. The notional amount of open derivative positions relative to the Fund's net assets at period end is generally representative of the notional amount of open positions to net assets throughout the period.
Dividends to Shareholders:
Dividends from net investment income, if any, are declared and paid quarterly by the Fund. Distributable net realized gains, if any, are declared and distributed at least annually. The amounts of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature (e.g., reclass of market discounts), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.
Federal Income Taxes:
It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of December 31.
Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.
Allocations:
Expenses directly attributable to the Fund are charged to the Fund, while expenses which are attributable to more than one fund jointly with an affiliated trust, are allocated among the Fund and respective funds in the affiliated trust based upon net assets or another appropriate basis.
Affiliated Securities Transactions:
Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price.
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
During the six months ended June 30, 2017, the Fund did not engage in any Rule 17a-7 transactions under the 1940 Act.
3. Purchases and Sales of Securities:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2017 were as follows for the Fund:
Purchases (excluding U.S. Government Securities) | | Sales (excluding U.S. Government Securities) | | Purchases of U.S. Government Securities | | Sales of U.S. Government Securities | |
$ | 109,821,782 | | | $ | 98,724,018 | | | $ | 64,085,212 | | | $ | 29,506,762 | | |
4. Fees and Transactions with Affiliates and Related Parties:
Investment advisory services are provided to the Fund by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly owned subsidiary of Victory Capital Holdings, Inc. ("VCH"). A majority of the interest in VCH is owned by Crestview Partners II, L.P. and its affiliated funds with a substantial minority interest owned by employees of the Adviser.
Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive 0.45% of the average daily net assets of the Fund. The Adviser may use its resources to assist with the Fund's distribution and marketing expenses.
VCM also serves as the Fund's administrator and fund accountant. Under an Administration and Fund Accounting Agreement effective as of November 7, 2016, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Trusts"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Trusts and 0.04% of the average daily net assets over $30 billion of the Trusts.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund under a Sub-Administration Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.
FIS Investor Services LLC ("FIS"), serves as the Fund's transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.
Effective July 1, 2017, Colin Kinney serves as the Trust's Chief Compliance Officer ("CCO"). The CCO is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to Provide Compliance Services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The Funds in the Victory Funds complex, in the aggregate, compensate the Adviser for these services. Prior to July 1, 2017, EJV Financial Services LLC served as the Trust's CCO. Under the terms of the agreement, the Funds within the Trust, Victory Portfolios, Victory Portfolios II and Victory Institutional Funds (collectively, the "Victory Trusts") paid EJV Financial Services LLC $220,000 annually for CCO consulting services.
Morrison & Foerster LLP provides legal services to the Trust.
Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust.
Effective August 1, 2016, the Adviser has entered into an expense limitation agreement with the Fund until at least July 29, 2018. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
limit for such classes of the Fund, such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limitation agreement. As of June 30, 2017, the expense limit is 0.53%.
The Fund has agreed to repay fees that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2017, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended, if any, are reflected on the Statement of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
Expires 12/31/2019 | | Expires 12/31/2020 | |
$ | 1,866 | | | $ | 40,281 | | |
The Adviser, Citi, or other service providers, may voluntarily waive or reimburse additional fees to assist the Fund in maintaining a competitive expense ratio. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time.
Certain officers and/or interested trustees of the Funds are also officers of the Adviser, Administrator and Fund Accountant, Legal and CCO.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
An investment in the Fund's shares represents an indirect investment in the securities owned by the Fund, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Fund invests, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Fund invests may affect the value of the Fund's shares. An investment in the Fund's shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Fund's distributions.
The Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to financial instruments entered into by the Fund. The Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Fund may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Fund may obtain only limited recovery or may obtain no recovery in such circumstances. The Fund typically enters into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Fund's adviser to be of comparable quality.
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Trusts participate in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank as of July 29, 2016, the Victory Trusts may borrow up to $250 million, of which $100 million is committed and $150 million is uncommitted. $40 million of the line of credit is reserved for use by the Victory RS Floating Rate Fund, a series of Victory Portfolios, with that Fund paying the related commitment fees for that amount. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. The agreement was subsequently amended on July 28, 2017 with a new termination date of July 27, 2018. For the six months ended June 30, 2017, Citibank earned approximately $74,384 for Line of Credit fees. Each fund in the Victory Trusts pays a pro-rata portion of this commitment fee plus any interest on amounts borrowed.
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
There were no loans for the Fund during the six months ended June 30, 2017.
Interfund Lending:
The Trust and Adviser received an exemptive order granted by the SEC on March 28, 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Board approved the Interfund Lending Policy and Procedures relating to the Facility on May 24, 2017. The Facility allows the Funds to directly lend and borrow money to or from any Victory fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The Interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate.
As of June 30, 2017, the Facility was not yet in operations and the Fund had no outstanding loans to or from another Fund under this Facility.
7. Capital Contribution from Prior Custodian:
The Fund received notification from its prior custodian, State Street Bank and Trust ("State Street"), related to over-billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014, the end of the Fund's contract with State Street. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.
State Street paid the refunded amounts during January 2017. Based on billing information received from State Street and an analysis of any expense limitation agreements that were in place during the period of the over-billing, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.
The portion of the refund retained by the Fund was accounted for as a capital contribution and is reflected on the Statements of Changes in Net Assets and the Financial Highlights as "Capital Contribution from Prior Custodian, Net".
8. Federal Income Tax Information:
The tax character of current year distributions paid and the tax basis of current components of accumulated earnings/(deficit) will be determined at the end of the current tax year ending December 31, 2017.
The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):
| | Year Ended December 31, 2016 | |
| | Distributions paid from | |
| | Ordinary Income | | Net Long-Term Capital Gains | | Return of Capital | | Total Distributions Paid | |
| | | | $ | 3,625,366 | | | $ | — | | | $ | — | | | $ | 3,625,366 | | |
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
As of December 31, 2016, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Capital and Other Losses | | Unrealized Appreciation/ (Depreciation)* | | Total Accumulated Earnings/ (Deficit) | |
$ | 55,236 | | | $ | — | | | $ | (3,825,500 | ) | | $ | (1,073,065 | ) | | $ | (4,843,329 | ) | |
*The difference between the book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to tax deferral of losses on wash sales.
During the tax year ended December 31, 2016, the Fund did not utilize capital loss carryforwards.
As of June 30, 2017, the cost basis for federal income tax purposes, gross unrealized appreciation and gross unrealized depreciation were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation/ Depreciation | |
$ | 270,410,071 | | | $ | 551,004 | | | $ | (992,126 | ) | | $ | (441,122 | ) | |
9. Fund Ownership:
Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the Fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2017, the shareholders listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund.
Shareholder | | Percent | |
GIAC | | | 100 | % | |
10. Investment Company Modernization
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules which introduce two new regulatory reporting forms for investment companies — Form N-PORT and Form N-CEN — also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the Fund's financial statements. The adoption will have no effect on the Fund's net assets or results of operations.
11. Subsequent Events:
The Fund has evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Fund's financial statements.
26
Victory Variable Insurance Funds | | Supplemental Information June 30, 2017 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees nine portfolios in the Trust, one portfolio in Victory Institutional Funds, 46 portfolios in Victory Portfolios and 23 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. Each Trustee's address is c/o Victory Variable Insurance Funds, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, 65 | | Trustee | | May 2005 | | Consultant (since 2006). | | FBR Funds (2011-2012); Chairman, Board of Trustees, Turner Funds (December 2016-present). | |
Nigel D. T. Andrews, 70 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Carlyle GMS Finance, Inc. (since 2012); Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 66* | | Trustee | | May 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 73 | | Trustee | | July 2016 | | Retired since May 2010; Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | | None. | |
Sally M. Dungan, 63 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
27
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, 64 | | Trustee | | February 2015 | | Adviser, Endgate Commodities LLC (since January 2016); Managing Partner, Endgate Commodities LLC (August 2014 to January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 60* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 56 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm; Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | | TriLinc Global Impact Fund, LLC (2012-Present). | |
Leigh A. Wilson, 72 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013) and Director (since 2012 and March-October 2008), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 45** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), President — Investments and Operations (2010-2011) and Chief Operating Officer (2004-2011), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | None. | |
* The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
28
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Officers:
The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Except for the Chief Compliance Officer, the officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Age | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, 55 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 48 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 43 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013); Associate, Dechert LLP (2001-2010). | |
Christopher E. Sabato, 48 | | Treasurer** | | May 2006 - May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. | |
Allan Shaer, 52 | | Treasurer | | May 2017 | | Senior Vice President, Citi Investor Services (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Edward J. Veilleux, 74 | | Chief Compliance Officer*** | | October 2005 | | President of EJV Financial Services (mutual fund consulting). | |
Chuck Booth, 57 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, 63 | | Assistant Secretary | | December 1997 | | Partner, Morrison & Foerster LLP. | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
** On May 24, 2017, Mr. Sabato resigned his position with the Trust.
*** On July 1, 2017, Edward J. Veilleux resigned his position and Colin Kinney accepted the position with the Trust.
29
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Proxy Voting and Form N-Q Information
Proxy Voting:
Information regarding the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the Securities and Exchange Commission's ("SEC") website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent six months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Investments:
The Trust files a complete list of Schedules of Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's website at www.sec.gov. You may also review or, for a fee, copy those documents by visiting the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 202-551-8090.
Expense Examples
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.
Actual Expenses:
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,009.80 | | | $ | 2.64 | | | | 0.53 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
30
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Hypothetical Example for Comparison Purposes:
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,022.17 | | | $ | 2.66 | | | | 0.53 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
31
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
32
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-ILDBVIP-SAR (6/17)
June 30, 2017
Semi Annual Report
Victory Variable Insurance Funds
Victory RS International VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Financial Statements | |
Schedule of Portfolio Investments | | | 3 | | |
Statement of Assets and Liabilities | | | 8 | | |
Statement of Operations | | | 9 | | |
Statements of Changes in Net Assets | | | 10 | | |
Financial Highlights | | | 11 | | |
Notes to Financial Statements | | | 12 | | |
Supplemental Information | |
Trustee and Officer Information | | | 20 | | |
Proxy Voting and Form N-Q Information | | | 23 | | |
Expense Examples | | | 23 | | |
Portfolio Holdings | | | 25 | | |
The Fund is distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Fund and receives fees from the Fund for performing services for the Fund.
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Fund.
For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at www.vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE
• MAY LOSE VALUE
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
1
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2
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Common Stocks (97.2%) | |
Australia (5.0%): | |
Financials (2.2%): | |
Westpac Banking Corp. | | | 166,417 | | | $ | 3,895,451 | | |
Health Care (1.8%): | |
CSL Ltd. | | | 30,886 | | | | 3,277,059 | | |
Materials (0.5%): | |
BHP Billiton Ltd. | | | 46,305 | | | | 825,119 | | |
Real Estate (0.5%): | |
Scentre Group | | | 290,074 | | | | 901,631 | | |
| | | 8,899,260 | | |
Belgium (1.0%): | |
Consumer Staples (0.4%): | |
Anheuser-Busch InBev SA/NV | | | 6,454 | | | | 712,739 | | |
Information Technology (0.6%): | |
Melexis NV | | | 12,167 | | | | 998,948 | | |
| | | 1,711,687 | | |
China (1.0%): | |
Information Technology (1.0%): | |
Tencent Holdings Ltd. | | | 48,000 | | | | 1,722,053 | | |
Denmark (1.9%): | |
Consumer Staples (1.9%): | |
Royal Unibrew A/S | | | 70,107 | | | | 3,363,011 | | |
France (9.1%): | |
Consumer Discretionary (3.4%): | |
Cie Generale des Etablissements Michelin | | | 18,938 | | | | 2,520,196 | | |
LVMH Moet Hennessy Louis Vuitton SA | | | 14,466 | | | | 3,616,813 | | |
| | | 6,137,009 | | |
Energy (1.4%): | |
Total SA | | | 49,969 | | | | 2,480,477 | | |
Financials (1.7%): | |
AXA SA | | | 55,771 | | | | 1,526,991 | | |
Societe Generale SA | | | 27,706 | | | | 1,493,863 | | |
| | | 3,020,854 | | |
Information Technology (1.4%): | |
Cap Gemini SA | | | 24,593 | | | | 2,540,176 | | |
Materials (1.2%): | |
Arkema SA | | | 20,033 | | | | 2,139,070 | | |
| | | 16,317,586 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Germany (10.6%): | |
Consumer Discretionary (1.5%): | |
Daimler AG, Registered Shares | | | 36,068 | | | $ | 2,615,611 | | |
Financials (1.9%): | |
Allianz SE | | | 16,894 | | | | 3,333,448 | | |
Health Care (2.4%): | |
Bayer AG | | | 33,545 | | | | 4,347,187 | | |
Industrials (2.5%): | |
Siemens AG | | | 26,078 | | | | 3,586,648 | | |
Washtec AG | | | 11,943 | | | | 918,128 | | |
| | | 4,504,776 | | |
Information Technology (1.4%): | |
SAP SE | | | 23,279 | | | | 2,436,316 | | |
Real Estate (0.9%): | |
Vonovia SE | | | 40,598 | | | | 1,615,021 | | |
| | | 18,852,359 | | |
Hong Kong (3.5%): | |
Financials (1.5%): | |
AIA Group Ltd. | | | 209,000 | | | | 1,529,168 | | |
BOC Hong Kong Holdings Ltd. | | | 218,000 | | | | 1,043,319 | | |
| | | 2,572,487 | | |
Real Estate (1.3%): | |
Cheung Kong Property Holdings Ltd. | | | 303,500 | | | | 2,375,049 | | |
Utilities (0.7%): | |
HK Electric Investments & HK Electric Investments Ltd. (b) (c) | | | 1,358,500 | | | | 1,249,064 | | |
| | | 6,196,600 | | |
Ireland (1.2%): | |
Industrials (1.2%): | |
Experian PLC | | | 100,316 | | | | 2,058,378 | | |
Italy (4.4%): | |
Energy (0.4%): | |
ENI SpA | | | 49,181 | | | | 738,986 | | |
Financials (0.5%): | |
Banca Generali SpA | | | 32,459 | | | | 968,454 | | |
Health Care (1.7%): | |
Recordati SpA | | | 73,699 | | | | 2,988,243 | | |
Utilities (1.8%): | |
Enel SpA | | | 591,958 | | | | 3,174,536 | | |
| | | 7,870,219 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Japan (22.7%): | |
Consumer Discretionary (3.2%): | |
Nitori Holdings Co. Ltd. | | | 13,300 | | | $ | 1,780,619 | | |
Toyota Motor Corp. | | | 74,600 | | | | 3,921,760 | | |
| | | 5,702,379 | | |
Consumer Staples (1.2%): | |
Matsumotokiyoshi Holdings Co. Ltd. | | | 37,200 | | | | 2,119,354 | | |
Financials (3.2%): | |
Mitsubishi UFJ Financial Group, Inc. | | | 369,800 | | | | 2,494,652 | | |
Mizuho Financial Group, Inc. | | | 609,700 | | | | 1,118,018 | | |
Tokio Marine Holdings, Inc. | | | 50,600 | | | | 2,105,912 | | |
| | | 5,718,582 | | |
Health Care (3.0%): | |
Hoya Corp. | | | 60,400 | | | | 3,144,926 | | |
Shionogi & Co. Ltd. | | | 38,000 | | | | 2,119,083 | | |
| | | 5,264,009 | | |
Industrials (4.5%): | |
Central Japan Railway Co. | | | 6,300 | | | | 1,029,033 | | |
Fuji Electric Co. Ltd. | | | 310,000 | | | | 1,639,891 | | |
Hitachi Construction Machinery Co. Ltd. | | | 40,900 | | | | 1,029,024 | | |
ITOCHU Corp. | | | 165,300 | | | | 2,461,468 | | |
Sanwa Holdings Corp. | | | 183,600 | | | | 1,939,242 | | |
| | | 8,098,658 | | |
Information Technology (2.5%): | |
Fujitsu Ltd. | | | 219,000 | | | | 1,619,999 | | |
Murata Manufacturing Co. Ltd. | | | 13,300 | | | | 2,030,729 | | |
Oracle Corp. Japan | | | 12,000 | | | | 780,677 | | |
| | | 4,431,405 | | |
Materials (1.3%): | |
DIC Corp. | | | 63,400 | | | | 2,291,042 | | |
Real Estate (0.8%): | |
Sumitomo Realty & Development | | | 46,000 | | | | 1,424,730 | | |
Telecommunication Services (2.4%): | |
Nippon Telegraph & Telephone Corp. | | | 53,800 | | | | 2,539,920 | | |
SoftBank Group Corp. | | | 22,500 | | | | 1,829,272 | | |
| | | 4,369,192 | | |
Utilities (0.6%): | |
Chubu Electric Power Co., Inc. | | | 79,200 | | | | 1,053,394 | | |
| | | 40,472,745 | | |
Netherlands (3.9%): | |
Financials (1.6%): | |
ING Groep NV | | | 160,627 | | | | 2,772,493 | | |
Industrials (1.4%): | |
Wolters Kluwer NV | | | 60,541 | | | | 2,560,113 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Telecommunication Services (0.9%): | |
Koninklijke KPN NV | | | 512,985 | | | $ | 1,641,620 | | |
| | | 6,974,226 | | |
Singapore (1.4%): | |
Financials (0.8%): | |
DBS Group Holdings Ltd. | | | 94,700 | | | | 1,425,671 | | |
Real Estate (0.6%): | |
Ascendas Real Estate Investment Trust | | | 524,900 | | | | 994,809 | | |
| | | 2,420,480 | | |
Spain (2.5%): | |
Financials (1.3%): | |
Banco Santander SA | | | 358,061 | | | | 2,377,161 | | |
Telecommunication Services (1.2%): | |
Telefonica SA | | | 208,511 | | | | 2,158,135 | | |
| | | 4,535,296 | | |
Sweden (2.8%): | |
Financials (1.0%): | |
Swedbank AB, A Shares | | | 71,689 | | | | 1,750,359 | | |
Industrials (1.8%): | |
Atlas Copco AB | | | 96,315 | | | | 3,330,488 | | |
| | | 5,080,847 | | |
Switzerland (6.8%): | |
Consumer Staples (1.4%): | |
Nestle SA, Registered shares | | | 28,289 | | | | 2,468,073 | | |
Financials (1.3%): | |
UBS Group AG, Registered Shares | | | 141,938 | | | | 2,414,537 | | |
Health Care (4.1%): | |
Novartis AG | | | 29,099 | | | | 2,431,301 | | |
Roche Holding AG | | | 18,918 | | | | 4,835,344 | | |
| | | 7,266,645 | | |
| | | 12,149,255 | | |
United Kingdom (19.4%): | |
Consumer Discretionary (0.5%): | |
Next PLC | | | 16,760 | | | | 841,592 | | |
Consumer Staples (5.7%): | |
British American Tobacco PLC | | | 51,311 | | | | 3,495,816 | | |
Diageo PLC | | | 81,768 | | | | 2,415,930 | | |
Unilever PLC | | | 78,277 | | | | 4,235,379 | | |
| | | 10,147,125 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Energy (2.8%): | |
BP PLC | | | 324,048 | | | $ | 1,870,106 | | |
Royal Dutch Shell PLC, Class A | | | 119,358 | | | | 3,170,584 | | |
| | | 5,040,690 | | |
Financials (4.0%): | |
HSBC Holdings PLC | | | 342,466 | | | | 3,178,153 | | |
Lloyds Banking Group PLC | | | 2,014,887 | | | | 1,736,052 | | |
Prudential PLC | | | 98,329 | | | | 2,256,592 | | |
| | | 7,170,797 | | |
Health Care (1.5%): | |
Smith & Nephew PLC | | | 153,232 | | | | 2,645,583 | | |
Industrials (1.4%): | |
RELX PLC | | | 120,179 | | | | 2,597,415 | | |
Materials (3.0%): | |
Croda International PLC | | | 39,961 | | | | 2,023,340 | | |
Rio Tinto PLC | | | 77,592 | | | | 3,285,537 | | |
| | | 5,308,877 | | |
Utilities (0.5%): | |
National Grid PLC | | | 72,390 | | | | 896,777 | | |
| | | 34,648,856 | | |
Total Common Stocks (Cost $150,007,038) | | | 173,272,858 | | |
Preferred Stocks (1.3%) | |
Japan (1.3%): | |
Consumer Staples (1.3%): | |
Ito En Ltd. | | | 119,300 | | | | 2,293,620 | | |
Total Preferred Stocks (Cost $1,966,817) | | | 2,293,620 | | |
Exchange-Traded Funds (0.4%) | |
United States (0.4%): | |
SPDR Gold Shares | | | 6,852 | | | | 808,673 | | |
Total Exchange-Traded Funds (Cost $829,022) | | | 808,673 | | |
Total Investments (Cost $152,802,877) — 98.9% | | | 176,375,151 | | |
Other assets in excess of liabilities — 1.1% | | | 1,886,603 | | |
NET ASSETS — 100.00% | | $ | 178,261,754 | | |
(a) All securities, except those traded on exchanges in the United States (including ADRs) were fair valued as of June 30, 2017. See Note 2 for further information.
(b) All or a portion of this security is on loan.
(c) Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2017, the fair value of these securities was $1,249,064 and amounted to 0.7% of net assets.
PLC — Public Liability Co.
See notes to financial statements.
7
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2017 | |
(Unaudited)
| | Victory RS International VIP Series | |
ASSETS: | |
Investments, at value (Cost $152,802,877) | | $ | 176,375,151 | (a) | |
Foreign currency, at value (Cost 124,647) | | | 124,593 | | |
Cash and cash equivalents | | | 1,764,432 | | |
Interest and dividends receivable | | | 335,819 | | |
Receivable for capital shares issued | | | 5,397 | | |
Receivable for investments sold | | | 341,109 | | |
Reclaims receivable | | | 431,676 | | |
Receivable from Adviser | | | 3,124 | | |
Prepaid expenses | | | 5,898 | | |
Total Assets | | | 179,387,199 | | |
LIABILITIES: | |
Payable for investments purchased | | | 899,661 | | |
Payable for capital shares redeemed | | | 83,043 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 119,144 | | |
Administration fees | | | 8,725 | | |
Custodian fees | | | 11,006 | | |
Other accrued expenses | | | 3,866 | | |
Total Liabilities | | | 1,125,445 | | |
NET ASSETS: | |
Capital | | | 161,259,083 | | |
Accumulated net investment income | | | 3,444,481 | | |
Accumulated net realized losses from investments | | | (10,017,946 | ) | |
Net unrealized appreciation on investments | | | 23,576,136 | | |
Net Assets | | $ | 178,261,754 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 11,018,475 | | |
Net asset value: | | $ | 16.18 | | |
(a) Includes $725,105 of securities on loan.
See notes to financial statements.
8
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2017 | |
(Unaudited)
| | Victory RS International VIP Series | |
Investment Income: | |
Dividend income | | $ | 3,802,357 | | |
Interest income | | | 3,207 | | |
Securities lending income | | | 25,996 | | |
Foreign tax withholding | | | (431,489 | ) | |
Total Income | | | 3,400,071 | | |
Expenses: | |
Investment advisory fees | | | 715,740 | | |
Administration fees | | | 54,227 | | |
Custodian fees | | | 29,261 | | |
Transfer agent fees | | | 530 | | |
Trustees' fees | | | 5,844 | | |
Chief Compliance Officer fees | | | 492 | | |
Legal and audit fees | | | 9,069 | | |
Interest expense on line of credit | | | 228 | | |
Printing fees | | | 3,997 | | |
Other expenses | | | 16,768 | | |
Total Expenses | | | 836,156 | | |
Expenses waived/reimbursed by Adviser | | | (4,016 | ) | |
Net Expenses | | | 832,140 | | |
Net Investment Income | | | 2,567,931 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains from securities transactions and foreign currency translations | | | 4,989,273 | | |
Net change in unrealized appreciation/depreciation on investments and foreign currency translations | | | 14,551,357 | | |
Net realized/unrealized gains on investments | | | 19,540,630 | | |
Change in net assets resulting from operations | | $ | 22,108,561 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS International VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income | | $ | 2,567,931 | | | $ | 3,721,684 | | |
Net realized gains/losses from investment transactions | | | 4,989,273 | | | | (9,679,857 | ) | |
Net change in unrealized appreciation/depreciation on investments | | | 14,551,357 | | | | 8,170,899 | | |
Change in net assets resulting from operations | | | 22,108,561 | | | | 2,212,726 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (3,689,656 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (3,689,656 | ) | |
Change in net assets resulting from capital transactions | | | (18,872,839 | ) | | | (8,936,044 | ) | |
Capital Contribution from Prior Custodian, Net (See Note 7) | | | — | | | | 411,032 | | |
Change in net assets | | | 3,235,722 | | | | (10,001,942 | ) | |
Net Assets: | |
Beginning of period | | | 175,026,032 | | | | 185,027,974 | | |
End of period | | $ | 178,261,754 | | | $ | 175,026,032 | | |
Accumulated net investment income | | $ | 3,444,481 | | | $ | 876,550 | | |
Capital Transactions: | |
Proceeds from shares issued | | | 1,308,373 | | | | 7,403,317 | | |
Distributions reinvested | | | — | | | | 3,689,656 | | |
Cost of shares redeemed | | | (20,181,212 | ) | | | (20,029,017 | ) | |
Change in net assets resulting from capital transactions | | | (18,872,839 | ) | | | (8,936,044 | ) | |
Share Transactions: | |
Issued | | | 85,671 | | | | 526,355 | | |
Reinvested | | | — | | | | 259,652 | | |
Redeemed | | | (1,294,983 | ) | | | (1,416,521 | ) | |
Change in Shares | | | (1,209,312 | ) | | | (630,514 | ) | |
See notes to financial statements.
10
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | Victory RS International VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | | Year Ended December 31, 2012 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 14.31 | | | $ | 14.39 | | | $ | 14.63 | | | $ | 17.26 | | | $ | 19.88 | | | $ | 16.99 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.22 | (a) | | | 0.30 | (a) | | | 0.31 | (a) | | | 0.39 | | | | 0.33 | | | | 0.23 | | |
Net realized and unrealized gains(losses) on investments | | | 1.65 | | | | (0.10 | ) | | | (0.19 | ) | | | (1.30 | ) | | | 3.44 | | | | 2.88 | | |
Total from Investment Activities | | | 1.87 | | | | 0.20 | | | | 0.12 | | | | (0.91 | ) | | | 3.77 | | | | 3.11 | | |
Distributions: | |
Net investment income | | | — | | | | (0.31 | ) | | | (0.32 | ) | | | (0.35 | ) | | | (0.31 | ) | | | (0.22 | ) | |
Net realized gains from investments | | | — | | | | — | | | | (0.04 | ) | | | (1.37 | ) | | | (6.08 | ) | | | — | | |
Total Distributions | | | — | | | | (0.31 | ) | | | (0.36 | ) | | | (1.72 | ) | | | (6.39 | ) | | | (0.22 | ) | |
Capital Contributions from Prior Custodian, Net (See Note 7) | | | — | | | | 0.03 | | | | — | | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 16.18 | | | $ | 14.31 | | | $ | 14.39 | | | $ | 14.63 | | | $ | 17.26 | | | $ | 19.88 | | |
Total Return (b) (c) | | | 13.07 | % | | | 1.60 | %(d) | | | 0.84 | % | | | (5.30 | )% | | | 20.11 | % | | | 18.35 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 178,262 | | | $ | 175,026 | | | $ | 185,028 | | | $ | 203,530 | | | $ | 234,653 | | | $ | 220,996 | | |
Ratio of net expenses to average net assets (e) | | | 0.93 | % | | | 0.90 | % | | | 0.92 | % | | | 0.92 | % | | | 0.92 | % | | | 0.92 | % | |
Ratio of net investment income (loss) to average net assets (e) | | | 2.87 | % | | | 2.13 | % | | | 2.00 | % | | | 2.23 | % | | | 1.45 | % | | | 1.18 | % | |
Ratio of gross expenses to average net assets (e) (f) | | | 0.93 | % | | | 0.90 | % | | | 0.92 | % | | | 0.92 | % | | | 0.92 | % | | | 0.92 | % | |
Portfolio turnover (c) | | | 35 | % | | | 110 | % | | | 117 | % | | | 193 | % | | | 205 | % | | | 21 | % | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc's variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
(c) Not annualized for periods less than one year.
(d) The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.23% for the period shown. (See Note 7)
(e) Annualized for periods less than one year.
(f) During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.
See notes to financial statements.
11
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2017 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") was organized on February 11, 1998 as a Delaware statutory trust. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified open-end management investment company, and thus follows accounting and reporting guidance for investment companies. The Trust is comprised of nine funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.
The accompanying financial statements are those of the Victory RS International VIP Series (the "Fund"). The Fund offers a single class of shares: Class I Shares. Sales of shares of the Fund may only be made to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. ("GIAC") that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"). The Fund seeks to provide long-term capital appreciation.
Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Investment Valuation:
The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:
• Level 1 — quoted prices in active markets for identical securities
• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)
• Level 3 — significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments)
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Trust determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.
Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded or at the NASDAQ Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
12
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Debt securities of U.S. issuers (other than short-term investments maturing in 60 days or less), including corporate and municipal securities, are valued on the basis of bid valuations provided by dealers or an independent pricing service approved by the Trust's Board of Trustees (the "Board"). Short-term investments maturing in 60 days or less may be valued at amortized cost, which approximates market value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. These valuations are typically categorized as Level 2 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy.
For the six months ended June 30, 2017, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.
In accordance with procedures adopted by the Board, fair value pricing may be used if events materially affecting the value of foreign securities occur between the time the exchange on which they are traded closes and the time the Fund's net asset value is calculated. The Fund uses a systematic valuation model, provided daily by an independent third party to fair value their international equity securities. These valuations are considered as Level 2 in the fair value hierarchy.
A summary of the valuations as of June 30, 2017, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is included in the Schedule of Portfolio Investments:
| | LEVEL 1 — Quoted Prices | | LEVEL 2 — Other Significant Observable Inputs | | LEVEL 3 — Other Significant Unobservable Inputs | | Total | |
| | Investments in Securities | | Investments in Securities | | Investments in Securities | | Investments in Securities | |
Common Stocks | | $ | — | | | $ | 173,272,858 | | | $ | — | | | $ | 173,272,858 | | |
Preferred Stocks | | | — | | | | 2,293,620 | | | | — | | | | 2,293,620 | | |
Exchange-Traded Funds | | | 808,673 | | | | — | | | | — | | | | 808,673 | | |
Total | | $ | 808,673 | | | $ | 175,566,478 | | | $ | — | | | $ | 176,375,151 | | |
There were no transfers between Level 1 and Level 2 as of June 30, 2017.
Foreign Currency Translations:
The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the change in unrealized appreciation/depreciation on investments and foreign currency translations. Any realized gains or losses from these fluctuations are disclosed as net realized gains or losses from securities transactions and foreign currency translations on the Statement of Operations.
Exchange-Traded Funds:
The Fund may invest in exchange-traded funds ("ETFs"). ETFs are a type of index fund, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and
13
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
Investment Companies:
The Fund may invest in portfolios of open-end or closed-end investment companies (the "Underlying Funds"). The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the Underlying Funds.
Open-end funds are valued at their respective net asset values as reported by such investment companies. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Fund will not change.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank N.A ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked to market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted in the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Fund's Schedule of Portfolio Investments. The Fund continues to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral. The Fund pays various fees in connection with the investment of cash collateral. The Fund pays the Agent fees based on the investment income received from securities lending activities. Securities lending income is disclosed in the Fund's Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Securities lending transactions are entered into by the Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund. The following table is a summary of the Fund's securities lending transactions accounted for as secured borrowings with an overnight and continuous contractual maturity, which are subject to offset under the MSLA as of June 30, 2017:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Value of Non-Cash Collateral Received | | Net Amount | |
$ | 725,105 | | | $ | 725,105 | | | $ | — | | | $ | — | | |
Dividends to Shareholders:
Dividends from net investment income, if any, are declared and paid quarterly by the Fund. Distributable net realized gains, if any, are declared and distributed at least annually. The amounts of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature (e.g., reclass of market discounts), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.
Federal Income Taxes:
It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of December 31.
Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.
Allocations:
Expenses directly attributable to the Fund are charged to the Fund, while expenses which are attributable to more than one fund jointly with an affiliated trust, are allocated among the Fund and respective funds in the affiliated trust based upon net assets or another appropriate basis.
Affiliated Securities Transactions
Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. During the six months ended June 30, 2017, the Fund did not engage in any Rule 17a-7 transactions under the 1940 Act.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
3. Purchases and Sales of Securities:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2017 were as follows for the Fund:
Purchases | | Sales | |
$ | 61,007,047 | | | $ | 75,143,486 | | |
There were no purchases or sales of U.S. Government Securities during the period.
4. Fees and Transactions with Affiliates and Related Parties:
Investment advisory services are provided to the Fund by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission. The Adviser is a wholly owned subsidiary of Victory Capital Holdings, Inc. ("VCH"). A majority of the interest in VCH is owned by Crestview Partners II, L.P. and its affiliated funds with a substantial minority interest owned by employees of the Adviser.
Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive 0.80% of the average daily net assets of the Fund. The Adviser may use its resources to assist with the Fund's distribution and marketing expenses.
VCM also serves as the Fund's administrator and fund accountant. Under an Administration and Fund Accounting Agreement effective as of November 7, 2016, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Trusts"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Trusts and 0.04% of the average daily net assets over $30 billion of the Trusts.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund under a Sub-Administration Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.
FIS Investor Services LLC ("FIS"), serves as the Fund's transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.
Effective July 1, 2017, Colin Kinney serves as the Trust's Chief Compliance Officer ("CCO"). The CCO is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to Provide Compliance Services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The Funds in the Victory Funds complex, in the aggregate, compensate the Adviser for these services. Prior to July 1, 2017, EJV Financial Services LLC served as the Trust's CCO. Under the terms of the agreement, the Funds within the Trust, Victory Portfolios, Victory Portfolios II and Victory Institutional Funds (collectively, the "Victory Trusts") paid EJV Financial Services LLC $220,000 annually for CCO consulting services.
Morrison & Foerster LLP provides legal services to the Trust.
Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust.
Effective August 1, 2016, the Adviser has entered into an expense limitation agreement with the Fund until at least July 29, 2018. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund, such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP,
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limitation agreement. As of June 30, 2017, the expense limit is 0.93%.
The Fund has agreed to repay fees that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2017, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended, if any, are reflected on the Statement of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
| | Expires 12/31/2020 | |
| | | | $ | 4,016 | | |
The Adviser, Citi, or other service providers, may voluntarily waive or reimburse additional fees to assist the Fund in maintaining a competitive expense ratio. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time.
Certain officers and/or interested trustees of the Funds are also officers of the Adviser, Administrator and Fund Accountant, Legal and CCO.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
An investment in the Fund's shares represents an indirect investment in the securities owned by the Fund, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Fund invests, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Fund invests may affect the value of the Fund's shares. An investment in the Fund's shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Fund's distributions.
The Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to financial instruments entered into by the Fund. The Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Fund may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Fund may obtain only limited recovery or may obtain no recovery in such circumstances. The Fund typically enters into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Fund's adviser to be of comparable quality.
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Trusts participate in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank as of July 29, 2016, the Victory Trusts may borrow up to $250 million, of which $100 million is committed and $150 million is uncommitted. $40 million of the line of credit is reserved for use by the Victory RS Floating Rate Fund, a series of Victory Portfolios, with that Fund paying the related commitment fees for that amount. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. The agreement was subsequently amended on July 28, 2017 with a new termination date of July 27, 2018. For the six months ended June 30, 2017, Citibank earned approximately $74,384 for Line of Credit fees. Each fund in the Victory Trusts pays a pro-rata portion of this commitment fee plus any interest on amounts borrowed.
17
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
The average loans for the days outstanding and average interest rate for the Fund during the six months ended June 30, 2017 were as follows:
Amount Outstanding at June 30, 2017 | | Average Borrowing* | | Days Borrowings Outstanding | | Average Interest Rate* | |
$ | — | | | $ | 644,444 | | | | 9 | | | | 2.08 | % | |
*For the six months ended June 30, 2017, based on the number of days borrowings were outstanding.
Interfund Lending:
The Trust and Adviser received an exemptive order granted by the SEC on March 28, 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Board approved the Interfund Lending Policy and Procedures relating to the Facility on May 24, 2017. The Facility allows the Funds to directly lend and borrow money to or from any Victory fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The Interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate.
As of June 30, 2017, the Facility was not yet in operations and the Fund had no outstanding loans to or from another Fund under this Facility.
7. Capital Contribution from Prior Custodian:
The Fund received notification from its prior custodian, State Street Bank and Trust ("State Street"), related to over-billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014, the end of the Fund's contract with State Street. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.
State Street paid the refunded amounts during January 2017. Based on billing information received from State Street and an analysis of any expense limitation agreements that were in place during the period of the over-billing, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.
The portion of the refund retained by the Fund was accounted for as a capital contribution and is reflected on the Statements of Changes in Net Assets and the Financial Highlights as "Capital Contribution from Prior Custodian, Net".
8. Federal Income Tax Information:
The tax character of current year distributions paid and the tax basis of current components of accumulated earnings/(deficit) will be determined at the end of the current tax year ending December 31, 2017
The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):
Year Ended December 31, 2016 | |
Distributions paid from | |
Ordinary Income | | Net Long-Term Capital Gains | | Return of Capital | | Total Distributions Paid | |
$ | 3,689,656 | | | $ | — | | | $ | — | | | $ | 3,689,656 | | |
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
As of the most recent tax year ended December 31, 2016, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 934,911 | | | $ | — | | | $ | (9,848,082 | ) | | $ | 3,807,282 | | | $ | (5,105,889 | ) | |
*The difference between the book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to tax deferral of losses on wash sales.
During the tax year ended December 31, 2016, the Fund did not utilize any capital loss carryforwards.
As of June 30, 2017, the cost basis for federal income tax purposes, gross unrealized appreciation and gross unrealized depreciation were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 156,746,854 | | | $ | 24,933,477 | | | $ | (5,305,180 | ) | | $ | 19,628,297 | | |
9. Fund Ownership:
Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the Fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2017, the shareholders listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund.
Shareholder | | Percent | |
GIAC | | | 100 | % | |
10. Investment Company Modernization:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules which introduce two new regulatory reporting forms for investment companies — Form N-PORT and Form N-CEN — also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the Fund's financial statements. The adoption will have no effect on the Fund's net assets or results of operations.
11. Subsequent Events:
The Fund has evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Fund's financial statements.
19
Victory Variable Insurance Funds | | Supplemental Information June 30, 2017 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees nine portfolios in the Trust, one portfolio in Victory Institutional Funds, 46 portfolios in Victory Portfolios and 23 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. Each Trustee's address is c/o Victory Variable Insurance Funds, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, 65 | | Trustee | | May 2005 | | Consultant (since 2006). | | FBR Funds (2011-2012); Chairman, Board of Trustees, Turner Funds (December 2016-present). | |
Nigel D. T. Andrews, 70 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Carlyle GMS Finance, Inc. (since 2012); Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 66* | | Trustee | | May 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 73 | | Trustee | | July 2016 | | Retired since May 2010; Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | | None. | |
Sally M. Dungan, 63 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, 64 | | Trustee | | February 2015 | | Adviser, Endgate Commodities LLC (since January 2016); Managing Partner, Endgate Commodities LLC (August 2014 to January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 60* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 56 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm; Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | | TriLinc Global Impact Fund, LLC (2012-Present). | |
Leigh A. Wilson, 72 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013) and Director (since 2012 and March-October 2008), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 45** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), President — Investments and Operations (2010-2011) and Chief Operating Officer (2004-2011), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | None. | |
* The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Officers:
The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Except for the Chief Compliance Officer, the officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Age | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, 55 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 48 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 43 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013); Associate, Dechert LLP (2001-2010). | |
Christopher E. Sabato, 48 | | Treasurer** | | May 2006- May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. | |
Allan Shaer, 52 | | Treasurer | | May 2017 | | Senior Vice President, Citi Investor Services (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Edward J. Veilleux, 74 | | Chief Compliance Officer*** | | October 2005 | | President of EJV Financial Services (mutual fund consulting). | |
Chuck Booth, 57 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, 63 | | Assistant Secretary | | December 1997 | | Partner, Morrison & Foerster LLP. | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
** On May 24, 2017, Mr. Sabato resigned his position with the Trust.
*** On July 1, 2017, Edward J. Veilleux resigned his position and Colin Kinney accepted the position with the Trust.
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Proxy Voting and Form N-Q Information
Proxy Voting:
Information regarding the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the Securities and Exchange Commission's ("SEC") website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent six months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Investments:
The Trust files a complete list of Schedules of Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's website at www.sec.gov. You may also review or, for a fee, copy those documents by visiting the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 202-551-8090.
Expense Examples
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.
Actual Expenses:
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,130.70 | | | $ | 4.86 | | | | 0.93 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Hypothetical Example for Comparison Purposes:
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,020.23 | | | $ | 4.61 | | | | 0.93 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
25
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
June 30, 2017
Semi Annual Report
Victory Variable Insurance Funds
Victory RS Large Cap Alpha VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Financial Statements | |
Schedule of Portfolio Investments | | | 3 | | |
Statement of Assets and Liabilities | | | 5 | | |
Statement of Operations | | | 6 | | |
Statements of Changes in Net Assets | | | 7 | | |
Financial Highlights | | | 8 | | |
Notes to Financial Statements | | | 9 | | |
Supplemental Information | |
Trustee and Officer Information | | | 17 | | |
Proxy Voting and Form N-Q Information | | | 20 | | |
Expense Examples | | | 20 | | |
Portfolio Holdings | | | 22 | | |
The Fund is distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Fund and receives fees from the Fund for performing services for the Fund.
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Fund.
For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at www.vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE
• MAY LOSE VALUE
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
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2
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | Schedule of Portfolio Investments June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (98.9%) | |
Banks (11.0%): | |
Comerica, Inc. | | | 556,540 | | | $ | 40,760,989 | | |
JPMorgan Chase & Co. | | | 338,820 | | | | 30,968,148 | | |
The PNC Financial Services Group, Inc. | | | 172,360 | | | | 21,522,593 | | |
U.S. Bancorp | | | 344,870 | | | | 17,905,650 | | |
| | | 111,157,380 | | |
Capital Markets (8.3%): | |
CBOE Holdings, Inc. | | | 465,370 | | | | 42,534,818 | | |
E*TRADE Financial Corp. (a) | | | 1,106,865 | | | | 42,094,076 | | |
| | | 84,628,894 | | |
Consumer Discretionary (4.5%): | |
Charter Communications, Inc., Class A (a) | | | 30,708 | | | | 10,343,990 | | |
Liberty Interactive Corp. QVC Group, Class A (a) | | | 848,404 | | | | 20,819,834 | | |
Twenty-First Century Fox, Inc. | | | 550,525 | | | | 15,601,878 | | |
| | | 46,765,702 | | |
Consumer Staples (6.0%): | |
CVS Health Corp. | | | 219,165 | | | | 17,634,016 | | |
Mondelez International, Inc., Class A | | | 485,500 | | | | 20,968,745 | | |
Post Holdings, Inc. (a) | | | 298,090 | | | | 23,146,689 | | |
| | | 61,749,450 | | |
Energy (11.0%): | |
Chevron Corp. | | | 196,540 | | | | 20,505,018 | | |
Devon Energy Corp. | | | 465,981 | | | | 14,897,413 | | |
Enterprise Products Partners LP | | | 716,330 | | | | 19,398,216 | | |
EOG Resources, Inc. | | | 189,122 | | | | 17,119,323 | | |
Helmerich & Payne, Inc. (b) | | | 303,340 | | | | 16,483,496 | | |
Noble Energy, Inc. | | | 849,520 | | | | 24,041,416 | | |
| | | 112,444,882 | | |
Health Care (6.4%): | |
Aetna, Inc. | | | 212,340 | | | | 32,239,582 | | |
Allergan PLC | | | 91,117 | | | | 22,149,632 | | |
UnitedHealth Group, Inc. | | | 57,595 | | | | 10,679,265 | | |
| | | 65,068,479 | | |
Industrials (7.4%): | |
General Electric Co. | | | 1,451,660 | | | | 39,209,337 | | |
Sensata Technologies Holding NV (a) (b) | | | 438,500 | | | | 18,732,720 | | |
Union Pacific Corp. | | | 149,310 | | | | 16,261,352 | | |
| | | 74,203,409 | | |
Information Technology (16.4%): | |
Alphabet, Inc., Class A (a) | | | 40,555 | | | | 37,703,172 | | |
Cognizant Technology Solutions Corp., Class A | | | 297,597 | | | | 19,760,441 | | |
FleetCor Technologies, Inc. (a) | | | 180,090 | | | | 25,970,779 | | |
Microsoft Corp. | | | 405,208 | | | | 27,930,987 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares or Principal Amount | | Value | |
SS&C Technologies Holdings, Inc. | | | 627,770 | | | $ | 24,112,646 | | |
Visa, Inc., Class A | | | 337,690 | | | | 31,668,568 | | |
| | | 167,146,593 | | |
Insurance (13.5%): | |
Aflac, Inc. | | | 207,010 | | | | 16,080,537 | | |
Athene Holding Ltd., Class A (a) | | | 1,010,160 | | | | 50,114,038 | | |
The Progressive Corp. | | | 1,291,460 | | | | 56,940,471 | | |
Validus Holdings Ltd. | | | 278,820 | | | | 14,490,275 | | |
| | | 137,625,321 | | |
Materials (6.9%): | |
Ball Corp. | | | 959,640 | | | | 40,506,405 | | |
LyondellBasell Industries NV, Class A | | | 218,448 | | | | 18,434,827 | | |
Sealed Air Corp. | | | 252,040 | | | | 11,281,310 | | |
| | | 70,222,542 | | |
Real Estate (4.2%): | |
Equity Commonwealth (a) | | | 675,360 | | | | 21,341,376 | | |
Iron Mountain, Inc. | | | 610,730 | | | | 20,984,683 | | |
| | | 42,326,059 | | |
Utilities (3.3%): | |
DTE Energy Co. | | | 160,450 | | | | 16,974,006 | | |
WEC Energy Group, Inc. | | | 269,940 | | | | 16,568,917 | | |
| | | 33,542,923 | | |
Total Common Stocks (Cost $838,028,466) | | | 1,006,881,634 | | |
Collateral for Securities Loaned (1.7%) | |
Fidelity Investments Money Market Government Portfolio, Class I, 0.86% (c) | | $ | 14,142,808 | | | | 14,142,808 | | |
JPMorgan U.S. Government Money Market Fund, Institutional Class, 0.82% (c) | | | 2,653,077 | | | | 2,653,077 | | |
Total Collateral for Securities Loaned (Cost $16,795,885) | | | 16,795,885 | | |
Total Investments (Cost $854,824,351) — 100.6% | | | 1,023,677,519 | | |
Liabilities in excess of other assets — (0.6)% | | | (5,891,923 | ) | |
NET ASSETS — 100.00% | | $ | 1,017,785,596 | | |
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate periodically changes. Rate disclosed is the daily yield on June 30, 2017.
LP — Limited Partnership
PLC — Public Liability Co.
See notes to financial statements.
4
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2017 | |
(Unaudited)
| | Victory RS Large Cap Alpha VIP Series | |
ASSETS: | |
Investments, at value (Cost $854,824,351) | | $ | 1,023,677,519 | (a) | |
Cash and cash equivalents | | | 10,419,393 | | |
Interest and dividends receivable | | | 1,171,186 | | |
Receivable for capital shares issued | | | 402 | | |
Receivable from Adviser | | | 81,893 | | |
Prepaid expenses | | | 50,383 | | |
Total Assets | | | 1,035,400,776 | | |
LIABILITIES: | |
Collateral for Securities Loaned | | | 16,795,885 | | |
Payable for capital shares redeemed | | | 340,179 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 419,261 | | |
Administration fees | | | 50,362 | | |
Custodian fees | | | 505 | | |
Trustees' fees | | | 8,988 | | |
Total Liabilities | | | 17,615,180 | | |
NET ASSETS: | |
Capital | | | 791,504,968 | | |
Accumulated net investment income | | | 6,056,619 | | |
Accumulated net realized gains from investments | | | 51,370,841 | | |
Net unrealized appreciation on investments | | | 168,853,168 | | |
Net Assets | | $ | 1,017,785,596 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 20,739,404 | | |
Net asset value: | | $ | 49.07 | | |
(a) Includes $16,436,612 of securities on loan.
See notes to financial statements.
5
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2017 | |
(Unaudited)
| | Victory RS Large Cap Alpha VIP Series | |
Investment Income: | |
Dividend income | | $ | 8,703,828 | | |
Interest income | | | 74,673 | | |
Securities lending income | | | 8,311 | | |
Foreign tax withholding | | | (5,477 | ) | |
Total Income | | | 8,781,335 | | |
Expenses: | |
Investment advisory fees | | | 2,537,752 | | |
Administration fees | | | 308,144 | | |
Custodian fees | | | 20,122 | | |
Trustees' fees | | | 48,503 | | |
Chief Compliance Officer fees | | | 2,916 | | |
Legal and audit fees | | | 49,671 | | |
Interest expense on line of credit | | | 1,089 | | |
Printing fees | | | 7,934 | | |
Other expenses | | | 2,792 | | |
Total Expenses | | | 2,978,923 | | |
Expenses waived/reimbursed by Adviser | | | (187,454 | ) | |
Net Expenses | | | 2,791,469 | | |
Net Investment Income | | | 5,989,866 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains from securities transactions | | | 55,455,349 | | |
Net change in unrealized appreciation/depreciation on investments | | | 5,337,922 | | |
Net realized/unrealized gains on investments | | | 60,793,271 | | |
Change in net assets resulting from operations | | $ | 66,783,137 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS Large Cap Alpha VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | |
| | (unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income | | $ | 5,989,866 | | | $ | 10,956,578 | | |
Net realized gains from investment transactions | | | 55,455,349 | | | | 33,229,864 | | |
Net change in unrealized appreciation/depreciation on investments | | | 5,337,922 | | | | 40,736,219 | | |
Change in net assets resulting from operations | | | 66,783,137 | | | | 84,922,661 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (11,072,978 | ) | |
From net realized gains | | | — | | | | (37,232,682 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (48,305,660 | ) | |
Change in net assets resulting from capital transactions | | | (69,597,230 | ) | | | (31,904,006 | ) | |
Capital Contribution from Prior Custodian, Net (See Note 7) | | | — | | | | 65,949 | | |
Change in net assets | | | (2,814,093 | ) | | | 4,778,944 | | |
Net Assets: | |
Beginning of period | | | 1,020,599,689 | | | | 1,015,820,745 | | |
End of period | | $ | 1,017,785,596 | | | $ | 1,020,599,689 | | |
Accumulated net investment income | | $ | 6,056,619 | | | $ | 66,753 | | |
Capital Transactions: | |
Proceeds from shares issued | | | 6,226,150 | | | | 18,363,745 | | |
Distributions reinvested | | | — | | | | 48,305,660 | | |
Cost of shares redeemed | | | (75,823,380 | ) | | | (98,573,411 | ) | |
Change in net assets resulting from capital transactions | | | (69,597,230 | ) | | | (31,904,006 | ) | |
Share Transactions: | |
Issued | | | 129,441 | | | | 422,654 | | |
Reinvested | | | — | | | | 1,048,300 | | |
Redeemed | | | (1,586,494 | ) | | | (2,224,114 | ) | |
Change in Shares | | | (1,457,053 | ) | | | (753,160 | ) | |
See notes to financial statements.
7
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | Victory RS Large Cap Alpha VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | | Year Ended December 31, 2012 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 45.98 | | | $ | 44.26 | | | $ | 50.63 | | | $ | 51.52 | | | $ | 39.00 | | | $ | 34.15 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.28 | (a) | | | 0.50 | (a) | | | 0.60 | (a) | | | 0.73 | | | | 0.63 | | | | 0.79 | | |
Net realized and unrealized gains(losses) on investments | | | 2.81 | | | | 3.50 | | | | (1.64 | ) | | | 6.21 | | | | 14.40 | | | | 4.85 | | |
Total from Investment Activities | | | 3.09 | | | | 4.00 | | | | (1.04 | ) | | | 6.94 | | | | 15.03 | | | | 5.64 | | |
Distributions: | |
Net investment income | | | — | | | | (0.52 | ) | | | (0.67 | ) | | | (0.71 | ) | | | (0.63 | ) | | | (0.79 | ) | |
Net realized gains from investments | | | — | | | | (1.76 | ) | | | (4.66 | ) | | | (7.12 | ) | | | (1.88 | ) | | | — | | |
Total Distributions | | | — | | | | (2.28 | ) | | | (5.33 | ) | | | (7.83 | ) | | | (2.51 | ) | | | (0.79 | ) | |
Capital Contributions from Prior Custodian, Net (See Note 7) | | | — | | | | — | (b) | | | — | | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 49.07 | | | $ | 45.98 | | | $ | 44.26 | | | $ | 50.63 | | | $ | 51.52 | | | $ | 39.00 | | |
Total Return (c) (d) | | | 6.72 | % | | | 9.03 | %(e) | | | (2.01 | )% | | | 13.58 | % | | | 38.71 | % | | | 16.52 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 1,017,786 | | | $ | 1,020,600 | | | $ | 1,015,821 | | | $ | 1,148,698 | | | $ | 1,154,305 | | | $ | 972,252 | | |
Ratio of net expenses to average net assets (f) | | | 0.55 | % | | | 0.54 | % | | | 0.55 | % | | | 0.55 | % | | | 0.54 | % | | | 0.55 | % | |
Ratio of net investment income (loss) to average net assets (f) | | | 1.18 | % | | | 1.12 | % | | | 1.20 | % | | | 1.27 | % | | | 1.24 | % | | | 2.02 | % | |
Ratio of gross expenses to average net assets (f) (g) | | | 0.59 | % | | | 0.54 | % | | | 0.55 | % | | | 0.55 | % | | | 0.54 | % | | | 0.55 | % | |
Portfolio turnover (d) | | | 28 | % | | | 84 | % | | | 47 | % | | | 56 | % | | | 48 | % | | | 63 | % | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Less than $0.005 per share.
(c) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc's variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
(d) Not annualized for periods less than one year.
(e) The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.01% for the period shown. (See Note 7)
(f) Annualized for periods less than one year.
(g) During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.
See notes to financial statements.
8
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2017 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") was organized on February 11, 1998 as a Delaware statutory trust. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified open-end management investment company, and thus follows accounting and reporting guidance for investment companies. The Trust is comprised of nine funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.
The accompanying financial statements are those of the Victory RS Large Cap Alpha VIP Series (the "Fund"). The Fund offers a single class of shares: Class I Shares. Sales of shares of the Fund may only be made to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. ("GIAC") that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"). The Fund seeks to provide long-term capital appreciation.
Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Investment Valuation:
The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:
• Level 1 — quoted prices in active markets for identical securities
• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)
• Level 3 — significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments)
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Trust determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.
Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded or at the NASDAQ Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
9
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Debt securities of U.S. issuers (other than short-term investments maturing in 60 days or less), including corporate and municipal securities, are valued on the basis of bid valuations provided by dealers or an independent pricing service approved by the Trust's Board of Trustees (the "Board"). Short-term investments maturing in 60 days or less may be valued at amortized cost, which approximates market value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. These valuations are typically categorized as Level 2 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy.
For the six months ended June 30, 2017, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.
A summary of the valuations as of June 30, 2017, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is included in the Schedule of Portfolio Investments:
| | LEVEL 1 — Quoted Prices | | LEVEL 2 — Other Significant Observable Inputs | | LEVEL 3 — Other Significant Unobservable Inputs | | Total | |
| | Investments in Securities | | Investments in Securities | | Investments in Securities | | Investments in Securities | |
Common Stocks | | $ | 1,006,881,634 | | | $ | — | | | $ | — | | | $ | 1,006,881,634 | | |
Collateral for Securities Loaned | | | 16,795,885 | | | | — | | | | — | | | | 16,795,885 | | |
Total | | $ | 1,023,677,519 | | | $ | — | | | $ | — | | | $ | 1,023,677,519 | | |
There were no transfers between Level 1 and Level 2 as of June 30, 2017.
Foreign Currency Translations:
The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the change in unrealized appreciation/depreciation on investments. Any realized gains or losses from these fluctuations are disclosed as net realized gains or losses from securities transactions and foreign currency translations on the Statement of Operations.
Exchange-Traded Funds:
The Fund may invest in exchange-traded funds ("ETFs"). ETFs are a type of index fund, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
10
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Investment Companies:
The Fund may invest in portfolios of open-end or closed-end investment companies (the "Underlying Funds"). The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the Underlying Funds.
Open-end funds are valued at their respective net asset values as reported by such investment companies. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Funds will not change.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked to market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted in the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Fund's Schedule of Portfolio Investments. The Fund continues to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral. The Fund pays various fees in connection with the investment of cash collateral. The Fund pays the Agent fees based on the investment income received from securities lending activities. Securities lending income is disclosed in the Fund's Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.
Securities lending transactions are entered into by the Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
11
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
The following table is a summary of the Fund's securities lending transactions accounted for as secured borrowings with an overnight and continuous contractual maturity, which are subject to offset under the MSLA as of June 30, 2017:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Value of Non-Cash Collateral Received | | Net Amount | |
$ | 16,436,612 | | | $ | 16,436,612 | | | $ | — | | | $ | 359,273 | | |
Dividends to Shareholders:
Dividends from net investment income, if any, are declared and paid quarterly by the Fund. Distributable net realized gains, if any, are declared and distributed at least annually. The amounts of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature (e.g., reclass of market discounts), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.
Federal Income Taxes:
It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of December 31.
Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.
Allocations:
Expenses directly attributable to the Fund are charged to the Fund, while expenses which are attributable to more than one fund jointly with an affiliated trust, are allocated among the Fund and respective funds in the affiliated trust based upon net assets or another appropriate basis.
Affiliated Securities Transactions:
Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. During the six months ended June 30, 2017, the Fund did not engage in any Rule 17a-7 transactions under the 1940 Act.
12
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
3. Purchases and Sales of Securities:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2017 were as follows for the Fund:
Purchases | | Sales | |
$ | 279,217,288 | | | $ | 322,209,687 | | |
There were no purchases or sales of U.S. Government Securities during the period.
4. Fees and Transactions with Affiliates and Related Parties:
Investment advisory services are provided to the Fund by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly owned subsidiary of Victory Capital Holdings, Inc. ("VCH"). A majority of the interest in VCH is owned by Crestview Partners II, L.P. and its affiliated funds with a substantial minority interest owned by employees of the Adviser.
Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive 0.50% of the average daily net assets of the Fund. The Adviser may use its resources to assist with the Fund's distribution and marketing expenses.
VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement effective as of November 7, 2016, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Trusts"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Trusts and 0.04% of the average daily net assets over $30 billion of the Trusts.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund under a Sub-Administration Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.
FIS Investor Services LLC ("FIS"), serves as the Fund's transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.
Effective July 1, 2017, Colin Kinney serves as the Trust's Chief Compliance Officer ("CCO"). The CCO is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to Provide Compliance Services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The Funds in the Victory Funds complex, in the aggregate, compensate the Adviser for these services. Prior to July 1, 2017, EJV Financial Services LLC served as the Trust's CCO. Under the terms of the agreement, the Funds within the Trust, Victory Portfolios, Victory Portfolios II and Victory Institutional Funds (collectively, the "Victory Trusts") paid EJV Financial Services LLC $220,000 annually for CCO consulting services.
Morrison & Foerster LLP provides legal services to the Trust.
Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust.
Effective August 1, 2016, the Adviser has entered into an expense limitation agreement with the Fund until at least July 29, 2018. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund, such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP,
13
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limitation agreement. As of June 30, 2017, the expense limit is 0.55%.
The Fund has agreed to repay fees that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2017, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended, if any, are reflected on the Statement of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
Expires 12/31/2020 | |
$ | 187,454 | | |
The Adviser, Citi, or other service providers, may voluntarily waive or reimburse additional fees to assist the Fund in maintaining a competitive expense ratio. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time.
Certain officers and/or interested trustees of the Funds are also officers of the Adviser, Administrator and Fund Accountant, Legal and CCO.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
An investment in the Fund's shares represents an indirect investment in the securities owned by the Fund, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Fund invests, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Fund invests may affect the value of the Fund's shares. An investment in the Fund's shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Fund's distributions.
The Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to financial instruments entered into by the Fund. The Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Fund may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Fund may obtain only limited recovery or may obtain no recovery in such circumstances. The Fund typically enters into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Fund's adviser to be of comparable quality.
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Trusts participate in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank as of July 29, 2016, the Victory Trusts may borrow up to $250 million, of which $100 million is committed and $150 million is uncommitted. $40 million of the line of credit is reserved for use by the Victory RS Floating Rate Fund, a series of Victory Portfolios, with that Fund paying the related commitment fees for that amount. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. The agreement was subsequently amended on July 28, 2017 with a new termination date of July 27, 2018. For the six months ended June 30, 2017, Citibank earned approximately $74,384 for Line of Credit fees. Each fund in the Victory Trusts pays a pro-rata portion of this commitment fee plus any interest on amounts borrowed.
There were no loans for the Fund during the six months ended June 30, 2017.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Interfund Lending:
The Trust and Adviser received an exemptive order granted by the SEC on March 28, 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Board approved the Interfund Lending Policy and Procedures relating to the Facility on May 24, 2017. The Facility allows the Fund to directly lend and borrow money to or from any Victory fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Fund's borrowing restrictions. The Interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate.
As of June 30, 2017, the Facility was not yet in operations and the Fund had no outstanding loans to or from another Fund under this Facility.
7. Capital Contribution from Prior Custodian:
The Fund received notification from its prior custodian, State Street Bank and Trust ("State Street"), related to over-billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014, the end of the Fund's contract with State Street. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.
State Street paid the refunded amounts during January 2017. Based on billing information received from State Street and an analysis of any expense limitation agreements that were in place during the period of the over-billing, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.
The portion of the refund retained by the Fund was accounted for as a capital contribution and is reflected on the Statements of Changes in Net Assets and the Financial Highlights as "Capital Contribution from Prior Custodian, Net".
8. Federal Income Tax Information:
The tax character of current year distributions paid and the tax basis of current components of accumulated earnings/(deficit) will be determined at the end of the current tax year ending December 31, 2017.
The tax character of distributions paid during the most recent fiscal year ended December 31, 2016, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):
Year Ended December 31, 2016 | |
Distributions paid from | |
Ordinary Income | | Net Long-Term Capital Gains | | Return of Capital | | Total Distributions Paid | |
$ | 24,644,716 | | | $ | 23,660,944 | | | $ | — | | | $ | 48,305,660 | | |
As of the most recent tax year ended December 31, 2016, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 66,753 | | | $ | — | | | $ | (4,071,540 | ) | | $ | 163,502,278 | | | $ | 159,497,491 | | |
*The difference between the book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to tax deferral of losses on wash sales.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
During the tax year ended December 31, 2016, the Fund did not utilize any capital loss carryforwards.
As of June 30, 2017, the cost basis for federal income tax purposes, gross unrealized appreciation and gross unrealized depreciation were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 854,558,281 | | | $ | 189,422,618 | | | $ | (20,303,380 | ) | | $ | 169,119,238 | | |
9. Fund Ownership:
Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the Fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2017, the shareholders listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund.
Shareholder | | Percent | |
GIAC | | | 100 | % | |
10. Investment Company Modernization
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules which introduce two new regulatory reporting forms for investment companies — Form N-PORT and Form N-CEN — also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the Fund's financial statements. The adoption will have no effect on the Fund's net assets or results of operations.
11. Subsequent Events:
The Fund has evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Fund's financial statements.
16
Victory Variable Insurance Funds | | Supplemental Information June 30, 2017 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees nine portfolios in the Trust, one portfolio in Victory Institutional Funds, 46 portfolios in Victory Portfolios and 23 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. Each Trustee's address is c/o Victory Variable Insurance Funds, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, 65 | | Trustee | | May 2005 | | Consultant (since 2006). | | FBR Funds (2011-2012); Chairman, Board of Trustees, Turner Funds (December 2016-present). | |
Nigel D. T. Andrews, 70 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Carlyle GMS Finance, Inc. (since 2012); Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 66* | | Trustee | | May 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 73 | | Trustee | | July 2016 | | Retired since May 2010; Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | | None. | |
Sally M. Dungan, 63 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, 64 | | Trustee | | February 2015 | | Adviser, Endgate Commodities LLC (since January 2016); Managing Partner, Endgate Commodities LLC (August 2014 to January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 60* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 56 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm; Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | | TriLinc Global Impact Fund, LLC (2012-Present). | |
Leigh A. Wilson, 72 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013) and Director (since 2012 and March-October 2008), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 45** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), President — Investments and Operations (2010-2011) and Chief Operating Officer (2004-2011), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | None. | |
* The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Officers:
The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Except for the Chief Compliance Officer, the officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Age | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, 55 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 48 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 43 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013); Associate, Dechert LLP (2001-2010). | |
Christopher E. Sabato, 48 | | Treasurer** | | May 2006 - May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. | |
Allan Shaer, 52 | | Treasurer | | May 2017 | | Senior Vice President, Citi Investor Services (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Edward J. Veilleux, 74 | | Chief Compliance Officer*** | | October 2005 | | President of EJV Financial Services (mutual fund consulting). | |
Chuck Booth, 57 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, 63 | | Assistant Secretary | | December 1997 | | Partner, Morrison & Foerster LLP. | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
** On May 24, 2017, Mr. Sabato resigned his position with the Trust.
*** On July 1, 2017, Edward J. Veilleux resigned his position and Colin Kinney accepted the position with the Trust.
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Proxy Voting and Form N-Q Information
Proxy Voting:
Information regarding the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the Securities and Exchange Commission's ("SEC") website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent six months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Investments:
The Trust files a complete list of Schedules of Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's website at www.sec.gov. You may also review or, for a fee, copy those documents by visiting the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 202-551-8090.
Expense Examples
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.
Actual Expenses:
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,067.20 | | | $ | 2.82 | | | | 0.55 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Hypothetical Example for Comparison Purposes:
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period 1/1/17-6/30/17 | | Annualized Expense Ratio During Period* 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,022.07 | | | $ | 2.76 | | | | 0.55 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
Victory RS Large Cap Alpha VIP Series | |
| |
22
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-LCAVIP-SAR (6/17)
June 30, 2017
Semi Annual Report
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Financial Statements | |
Schedule of Portfolio Investments | | | 3 | | |
Statement of Assets and Liabilities | | | 6 | | |
Statement of Operations | | | 7 | | |
Statements of Changes in Net Assets | | | 8 | | |
Financial Highlights | | | 9 | | |
Notes to Financial Statements | | | 10 | | |
Supplemental Information | |
Trustee and Officer Information | | | 18 | | |
Proxy Voting and Form N-Q Information | | | 21 | | |
Expense Examples | | | 21 | | |
Portfolio Holdings | | | 23 | | |
The Fund is distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Fund and receives fees from the Fund for performing services for the Fund.
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Fund.
For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at www.vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE
• MAY LOSE VALUE
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
1
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2
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (99.0%) | |
Communications Equipment (1.5%): | |
Lumentum Holdings, Inc. (a) | | | 27,993 | | | $ | 1,597,001 | | |
Consumer Discretionary (16.1%): | |
Blue Apron Holdings, Inc., Class A (a) | | | 45,510 | | | | 425,063 | | |
Bob Evans Farms, Inc. | | | 26,420 | | | | 1,897,748 | | |
Burlington Stores, Inc. (a) | | | 12,778 | | | | 1,175,448 | | |
Dave & Buster's Entertainment, Inc. (a) | | | 20,350 | | | | 1,353,479 | | |
Extended Stay America, Inc. | | | 32,330 | | | | 625,909 | | |
Five Below, Inc. (a) | | | 21,094 | | | | 1,041,411 | | |
Grand Canyon Education, Inc. (a) | | | 24,979 | | | | 1,958,603 | | |
LCI Industries | | | 9,940 | | | | 1,017,856 | | |
Lithia Motors, Inc. | | | 13,063 | | | | 1,230,926 | | |
Ollie's Bargain Outlet Holdings, Inc. (a) | | | 23,958 | | | | 1,020,611 | | |
Planet Fitness, Inc., Class A | | | 52,290 | | | | 1,220,449 | | |
Red Rock Resorts, Inc., Class A | | | 55,080 | | | | 1,297,134 | | |
Steven Madden Ltd. (a) | | | 26,509 | | | | 1,059,035 | | |
The Wendy's Co. | | | 79,840 | | | | 1,238,318 | | |
| | | 16,561,990 | | |
Consumer Staples (2.7%): | |
Hostess Brands, Inc. (a) | | | 106,230 | | | | 1,710,303 | | |
Nomad Foods, Ltd. (a) | | | 75,250 | | | | 1,061,778 | | |
| | | 2,772,081 | | |
Electronic Equipment, Instruments & Components (2.1%): | |
Littelfuse, Inc. | | | 7,029 | | | | 1,159,785 | | |
Orbotech Ltd. (a) | | | 30,660 | | | | 1,000,129 | | |
| | | 2,159,914 | | |
Energy (0.9%): | |
Diamondback Energy, Inc. (a) | | | 6,995 | | | | 621,226 | | |
US Silica Holdings, Inc. | | | 8,564 | | | | 303,936 | | |
| | | 925,162 | | |
Financials (6.5%): | |
Evercore Partners, Inc., Class A | | | 13,460 | | | | 948,930 | | |
Home BancShares, Inc. | | | 38,480 | | | | 958,152 | | |
LendingTree, Inc. (a) (b) | | | 7,154 | | | | 1,231,919 | | |
Primerica, Inc. | | | 7,040 | | | | 533,280 | | |
Texas Capital Bancshares, Inc. (a) | | | 8,060 | | | | 623,844 | | |
Walker & Dunlop, Inc. (a) | | | 20,000 | | | | 976,600 | | |
Webster Financial Corp. | | | 12,000 | | | | 626,640 | | |
Western Alliance BanCorp (a) | | | 18,414 | | | | 905,969 | | |
| | | 6,805,334 | | |
Health Care (23.5%): | |
Amedisys, Inc. (a) | | | 22,376 | | | | 1,405,437 | | |
Amicus Therapeutics, Inc. (a) (b) | | | 121,889 | | | | 1,227,422 | | |
AtriCure, Inc. (a) | | | 41,010 | | | | 994,493 | | |
Bluebird Bio, Inc. (a) | | | 14,632 | | | | 1,537,092 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
Blueprint Medicines Corp. (a) | | | 17,076 | | | $ | 865,241 | | |
Celyad SA, ADR (a) | | | 11,181 | | | | 474,074 | | |
Eagle Pharmaceuticals, Inc. (a) (b) | | | 12,000 | | | | 946,680 | | |
Exact Sciences Corp. (a) | | | 26,400 | | | | 933,768 | | |
Five Prime Therapeutics, Inc. (a) | | | 19,677 | | | | 592,474 | | |
GW Pharmaceuticals PLC, ADR (a) (b) | | | 9,200 | | | | 922,300 | | |
Ignyta, Inc. (a) | | | 98,377 | | | | 1,018,202 | | |
Immune Design Corp. (a) | | | 55,284 | | | | 539,019 | | |
Integra LifeSciences Holdings Corp. (a) | | | 18,990 | | | | 1,035,145 | | |
Iovance Biotherapeutics, Inc. (a) | | | 74,334 | | | | 546,355 | | |
Irhythm Technologies, Inc. (a) | | | 6,400 | | | | 271,936 | | |
Kite Pharma, Inc. (a) (b) | | | 12,473 | | | | 1,293,076 | | |
Ligand Pharmaceuticals, Inc., Class B (a) | | | 9,348 | | | | 1,134,847 | | |
Loxo Oncology, Inc. (a) | | | 23,396 | | | | 1,876,126 | | |
NuVasive, Inc. (a) | | | 16,973 | | | | 1,305,563 | | |
NxStage Medical, Inc. (a) | | | 34,390 | | | | 862,157 | | |
Sage Therapeutics, Inc. (a) | | | 12,846 | | | | 1,023,055 | | |
Spark Therapeutics, Inc. (a) | | | 12,405 | | | | 741,075 | | |
Vital Therapies, Inc. (a) (b) | | | 74,017 | | | | 214,649 | | |
WellCare Health Plans, Inc. (a) | | | 8,406 | | | | 1,509,381 | | |
Wright Medical Group NV (a) | | | 33,110 | | | | 910,194 | | |
| | | 24,179,761 | | |
Industrials (12.6%): | |
Apogee Enterprises, Inc. | | | 23,951 | | | | 1,361,375 | | |
Azul SA, ADR (a) | | | 53,960 | | | | 1,137,477 | | |
Beacon Roofing Supply, Inc. (a) | | | 35,190 | | | | 1,724,310 | | |
BWX Technologies, Inc. | | | 18,650 | | | | 909,188 | | |
H&E Equipment Services, Inc. | | | 49,000 | | | | 1,000,090 | | |
HEICO Corp., Class A | | | 22,087 | | | | 1,370,498 | | |
Hexcel Corp. | | | 23,563 | | | | 1,243,891 | | |
MSC Industrial Direct Co., Inc., Class A | | | 14,690 | | | | 1,262,752 | | |
Ritchie Bros. Auctioneers, Inc. (b) | | | 29,860 | | | | 858,176 | | |
WageWorks, Inc. (a) | | | 14,140 | | | | 950,208 | | |
Welbilt, Inc. (a) | | | 64,550 | | | | 1,216,768 | | |
| | | 13,034,733 | | |
Internet Software & Services (4.8%): | |
Cornerstone OnDemand, Inc. (a) | | | 17,240 | | | | 616,330 | | |
LogMeIn, Inc. | | | 17,840 | | | | 1,864,280 | | |
Mindbody, Inc. (a) | | | 42,650 | | | | 1,160,080 | | |
Wix.com Ltd. (a) | | | 19,800 | | | | 1,378,080 | | |
| | | 5,018,770 | | |
IT Services (8.4%): | |
Black Knight Financial Services, Inc., Class A (a) | | | 44,363 | | | | 1,816,665 | | |
Euronet Worldwide, Inc. (a) | | | 21,883 | | | | 1,911,917 | | |
InterXion Holding NV (a) | | | 39,090 | | | | 1,789,540 | | |
Square, Inc., Class A (a) | | | 47,780 | | | | 1,120,919 | | |
WEX, Inc. (a) | | | 8,100 | | | | 844,587 | | |
WNS Holdings Ltd., ADR (a) | | | 34,946 | | | | 1,200,745 | | |
| | | 8,684,373 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares or Principal Amount | | Value | |
Materials (3.7%): | |
Ashland Global Holdings, Inc. | | | 15,470 | | | $ | 1,019,628 | | |
Eagle Materials, Inc., Class A | | | 12,050 | | | | 1,113,661 | | |
Ferro Corp. (a) | | | 45,880 | | | | 839,145 | | |
The Chemours Co. | | | 20,970 | | | | 795,182 | | |
| | | 3,767,616 | | |
Semiconductors & Semiconductor Equipment (6.4%): | |
Cavium, Inc. (a) | | | 18,577 | | | | 1,154,189 | | |
Cypress Semiconductor Corp. | | | 63,750 | | | | 870,188 | | |
MKS Instruments, Inc. | | | 9,950 | | | | 669,635 | | |
Monolithic Power Systems, Inc. | | | 13,827 | | | | 1,332,922 | | |
Tower Semiconductor Ltd. (a) | | | 106,924 | | | | 2,550,138 | | |
| | | 6,577,072 | | |
Software (9.8%): | |
Fair Isaac Corp. | | | 9,780 | | | | 1,363,430 | | |
Proofpoint, Inc. (a) | | | 30,855 | | | | 2,679,140 | | |
RingCentral, Inc., Class A (a) | | | 88,838 | | | | 3,247,028 | | |
Take-Two Interactive Software (a) | | | 19,352 | | | | 1,420,050 | | |
The Ultimate Software Group, Inc. (a) | | | 6,105 | | | | 1,282,416 | | |
| | | 9,992,064 | | |
Total Common Stocks (Cost $77,741,286) | | | 102,075,871 | | |
Collateral for Securities Loaned (3.8%) | |
Fidelity Investments Money Market Government Portfolio, Class I, 0.86% (c) | | $ | 3,334,108 | | | | 3,334,108 | | |
JPMorgan U.S. Government Money Market Fund, Institutional Class, 0.82% (c) | | | 625,452 | | | | 625,452 | | |
Total Collateral for Securities Loaned (Cost $3,959,560) | | | 3,959,560 | | |
Total Investments (Cost $81,700,846) — 102.8% | | | 106,035,431 | | |
Liabilities in excess of other assets — (2.8)% | | | (2,839,374 | ) | |
NET ASSETS — 100.00% | | $ | 103,196,057 | | |
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate periodically changes. Rate disclosed is the daily yield on June 30, 2017.
ADR — American Depositary Receipt
PLC — Public Liability Co.
See notes to financial statements.
5
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2017 | |
(Unaudited)
| | Victory RS Small Cap Growth Equity VIP Series | |
ASSETS: | |
Investments, at value (Cost $81,700,846) | | $ | 106,035,431 | (a) | |
Cash and cash equivalents | | | 1,423,128 | | |
Interest and dividends receivable | | | 18,917 | | |
Receivable for capital shares issued | | | 104 | | |
Receivable for investments sold | | | 468,326 | | |
Prepaid expenses | | | 3,341 | | |
Total Assets | | | 107,949,247 | | |
LIABILITIES: | |
Collateral for Securities Loaned | | | 3,959,560 | | |
Payable for investments purchased | | | 510,802 | | |
Payable for capital shares redeemed | | | 198,331 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 63,788 | | |
Administration fees | | | 5,075 | | |
Custodian fees | | | 7,175 | | |
Other accrued expenses | | | 8,459 | | |
Total Liabilities | | | 4,753,190 | | |
NET ASSETS: | |
Capital | | | 72,986,720 | | |
Accumulated net investment loss | | | (50,047 | ) | |
Accumulated net realized gains from investments | | | 5,924,799 | | |
Net unrealized appreciation on investments | | | 24,334,585 | | |
Net Assets | | $ | 103,196,057 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 5,902,523 | | |
Net asset value: | | $ | 17.48 | | |
(a) Includes $3,804,834 of securities on loan.
See notes to financial statements.
6
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2017 | |
(Unaudited)
| | Victory RS Small Cap Growth Equity VIP Series | |
Investment Income: | |
Dividend income | | $ | 374,331 | | |
Interest income | | | 4,083 | | |
Securities lending income | | | 7,268 | | |
Foreign tax withholding | | | (1,882 | ) | |
Total Income | | | 383,800 | | |
Expenses: | |
Investment advisory fees | | | 376,403 | | |
Administration fees | | | 30,417 | | |
Custodian fees | | | 8,701 | | |
Transfer agent fees | | | 231 | | |
Trustees' fees | | | 3,283 | | |
Chief Compliance Officer fees | | | 246 | | |
Legal and audit fees | | | 8,109 | | |
Other expenses | | | 6,457 | | |
Total Expenses | | | 433,847 | | |
Net Investment Loss | | | (50,047 | ) | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains from securities transactions | | | 8,582,382 | | |
Net change in unrealized appreciation/depreciation on investments | | | 8,130,459 | | |
Net realized/unrealized gains on investments | | | 16,712,841 | | |
Change in net assets resulting from operations | | $ | 16,662,794 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS Small Cap Growth Equity VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment loss | | $ | (50,047 | ) | | $ | (377,106 | ) | |
Net realized gains/losses from investment transactions | | | 8,582,382 | | | | (1,518,719 | ) | |
Net change in unrealized appreciation/depreciation on investments | | | 8,130,459 | | | | 2,384,203 | | |
Change in net assets resulting from operations | | | 16,662,794 | | | | 488,378 | | |
Change in net assets resulting from capital transactions | | | (10,708,449 | ) | | | (10,272,829 | ) | |
Capital Contribution from Prior Custodian, Net (See Note 7) | | | — | | | | 63,851 | | |
Change in net assets | | | 5,954,345 | | | | (9,720,600 | ) | |
Net Assets: | |
Beginning of period | | | 97,241,712 | | | | 106,962,312 | | |
End of period | | $ | 103,196,057 | | | $ | 97,241,712 | | |
Accumulated net investment loss | | $ | (50,047 | ) | | $ | — | | |
Capital Transactions: | |
Proceeds from shares issued | | | 1,457,829 | | | | 5,092,035 | | |
Cost of shares redeemed | | | (12,166,278 | ) | | | (15,364,864 | ) | |
Change in net assets resulting from capital transactions | | | (10,708,449 | ) | | | (10,272,829 | ) | |
Share Transactions: | |
Issued | | | 89,648 | | | | 386,381 | | |
Redeemed | | | (747,992 | ) | | | (1,146,791 | ) | |
Change in Shares | | | (658,344 | ) | | | (760,410 | ) | |
See notes to financial statements.
8
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | Victory RS Small Cap Growth Equity VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | | Year Ended December 31, 2012 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 14.82 | | | $ | 14.61 | | | $ | 17.47 | | | $ | 18.87 | | | $ | 14.83 | | | $ | 12.84 | | |
Investment Activities: | |
Net investment income (loss) | | | (0.01 | )(a) | | | (0.05 | )(a) | | | (0.10 | )(a) | | | (0.10 | ) | | | (0.10 | ) | | | (0.07 | ) | |
Net realized and unrealized gains on investments | | | 2.67 | | | | 0.25 | | | | 0.24 | | | | 1.98 | | | | 7.39 | | | | 2.06 | | |
Total from Investment Activities | | | 2.66 | | | | 0.20 | | | | 0.14 | | | | 1.88 | | | | 7.29 | | | | 1.99 | | |
Distributions: | |
Net realized gains from investments | | | — | | | | — | | | | (3.00 | ) | | | (3.28 | ) | | | (3.25 | ) | | | — | | |
Total Distributions | | | — | | | | — | | | | (3.00 | ) | | | (3.28 | ) | | | (3.25 | ) | | | — | | |
Capital Contributions from Prior Custodian, Net (See Note 7) | | | — | | | | 0.01 | | | | — | | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 17.48 | | | $ | 14.82 | | | $ | 14.61 | | | $ | 17.47 | | | $ | 18.87 | | | $ | 14.83 | | |
Total Return (b) (c) | | | 17.95 | % | | | 1.44 | %(d) | | | 0.62 | % | | | 10.13 | % | | | 50.13 | % | | | 15.50 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 103,196 | | | $ | 97,242 | | | $ | 106,962 | | | $ | 118,144 | | | $ | 120,565 | | | $ | 88,116 | | |
Ratio of net expenses to average net assets (e) | | | 0.86 | % | | | 0.88 | % | | | 0.88 | % | | | 0.86 | % | | | 0.85 | % | | | 0.88 | % | |
Ratio of net investment income (loss) to average net assets (e) | | | (0.10 | )% | | | (0.39 | )% | | | (0.54 | )% | | | (0.60 | )% | | | (0.59 | )% | | | (0.46 | )% | |
Ratio of gross expenses to average net assets (e) (f) | | | 0.86 | % | | | 0.88 | % | | | 0.88 | % | | | 0.86 | % | | | 0.85 | % | | | 0.88 | % | |
Portfolio turnover (c) | | | 37 | % | | | 91 | % | | | 88 | % | | | 95 | % | | | 101 | % | | | 98 | % | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc's variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
(c) Not annualized for periods less than one year.
(d) The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.07% for the period shown. (See Note 7)
(e) Annualized for periods less than one year.
(f) During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.
See notes to financial statements.
9
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2017 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") was organized on February 11, 1998 as a Delaware statutory trust. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified open-end management investment company, and thus follows accounting and reporting guidance for investment companies. The Trust is comprised of nine funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.
The accompanying financial statements are those of the Victory RS Small Cap Growth Equity VIP Series (the "Fund"). The Fund offers a single class of shares: Class I Shares. Sales of shares of the Fund may only be made to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. ("GIAC") that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"). The Fund seeks to provide long-term capital growth.
Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Investment Valuation:
The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:
• Level 1 — quoted prices in active markets for identical securities
• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)
• Level 3 — significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments)
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Trust determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.
Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded or at the NASDAQ Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
10
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Debt securities of U.S. issuers (other than short-term investments maturing in 60 days or less), including corporate and municipal securities, are valued on the basis of bid valuations provided by dealers or an independent pricing service approved by the Trust's Board of Trustees (the "Board"). Short-term investments maturing in 60 days or less may be valued at amortized cost, which approximates market value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. These valuations are typically categorized as Level 2 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy.
For the six months ended June 30, 2017, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.
A summary of the valuations as of June 30, 2017, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is included in the Schedule of Portfolio Investments:
| | LEVEL 1 — Quoted Prices | | Total | |
| | Investments in Securities | | Investments in Securities | |
Common Stocks | | $ | 102,075,871 | | | $ | 102,075,871 | | |
Collateral for Securities Loaned | | | 3,959,560 | | | | 3,959,560 | | |
Total | | $ | 106,035,431 | | | $ | 106,035,431 | | |
There were no transfers between Level 1 and Level 2 as of June 30, 2017.
Exchange-Traded Funds:
The Fund may invest in exchange-traded funds ("ETFs"). ETFs are a type of index fund, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
Investment Companies:
The Fund may invest in portfolios of open-end or closed-end investment companies (the "Underlying Funds"). The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the Underlying Funds.
Open-end funds are valued at their respective net asset values as reported by such investment companies. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Fund will not change.
11
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked to market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted in the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Fund's Schedule of Portfolio Investments. The Fund continues to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral. The Fund pays various fees in connection with the investment of cash collateral. The Fund pays the Agent fees based on the investment income received from securities lending activities. Securities lending income is disclosed in the Fund's Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.
Securities lending transactions are entered into by the Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The following table is a summary of the Fund's securities lending transactions accounted for as secured borrowings with an overnight and continuous contractual maturity, which are subject to offset under the MSLA as of June 30, 2017:
| | Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Value of Non-Cash Collateral Received | | Net Amount | |
| | $ | 3,804,834 | | | $ | 3,804,834 | | | $ | — | | | $ | 154,726 | | |
Dividends to Shareholders:
Dividends from net investment income, if any, are declared and paid quarterly by the Fund. Distributable net realized gains, if any, are declared and distributed at least annually. The amounts of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature (e.g., reclass of market
12
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
discounts), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.
Federal Income Taxes:
It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of December 31.
Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.
Allocations:
Expenses directly attributable to the Fund are charged to the Fund, while expenses which are attributable to more than one fund jointly with an affiliated trust, are allocated among the Fund and respective funds in the affiliated trust based upon net assets or another appropriate basis.
Affiliated Securities Transactions:
Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. During the six months ended June 30, 2017, the Fund did not engage in any Rule 17a-7 transactions under the 1940 Act.
3. Purchases and Sales of Securities:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2017 were as follows for the Fund:
Purchases | | Sales | |
$ | 37,113,963 | | | $ | 45,533,081 | | |
There were no purchases or sales of U.S. Government Securities during the period.
4. Fees and Transactions with Affiliates and Related Parties:
Investment advisory services are provided to the Fund by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly owned subsidiary of Victory Capital Holdings, Inc. ("VCH"). A majority of the interest in VCH is owned by Crestview Partners II, L.P. and its affiliated funds with a substantial minority interest owned by employees of the Adviser.
Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive 0.75% of the average daily net assets of the Fund. The Adviser may use its resources to assist with the Fund's distribution and marketing expenses.
VCM also serves as the Fund's administrator and fund accountant. Under an Administration and Fund Accounting Agreement effective as of November 7, 2016, VCM is paid for its services an
13
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Trusts"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Trusts and 0.04% of the average daily net assets over $30 billion of the Trusts.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund under a Sub-Administration Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.
FIS Investor Services LLC ("FIS"), serves as the Fund's transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.
Effective July 1, 2017, Colin Kinney serves as the Trust's Chief Compliance Officer ("CCO"). The CCO is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to Provide Compliance Services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The Funds in the Victory Funds complex, in the aggregate, compensate the Adviser for these services. Prior to July 1, 2017, EJV Financial Services LLC served as the Trust's CCO. Under the terms of the agreement, the Funds within the Trust, Victory Portfolios, Victory Portfolios II and Victory Institutional Funds (collectively, the "Victory Trusts") paid EJV Financial Services LLC $220,000 annually for CCO consulting services.
Morrison & Foerster LLP provides legal services to the Trust.
Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust.
Effective August 1, 2016, the Adviser has entered into an expense limitation agreement with the Fund until at least July 29, 2018. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund, such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limitation agreement. As of June 30, 2017, the expense limit is 0.88%.
The Fund has agreed to repay fees that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2017, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended, if any, are reflected on the Statement of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
| | Expires 12/31/2019 | |
| | | | $ | 1,642 | | |
The Adviser, Citi, or other service providers, may voluntarily waive or reimburse additional fees to assist the Fund in maintaining a competitive expense ratio. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time.
Certain officers and/or interested trustees of the Funds are also officers of the Adviser, Administrator and Fund Accountant, Legal and CCO.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
14
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
An investment in the Fund's shares represents an indirect investment in the securities owned by the Fund, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Fund invests, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Fund invests may affect the value of the Fund's shares. An investment in the Fund's shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Fund's distributions.
The Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to financial instruments entered into by the Fund. The Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Fund may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Fund may obtain only limited recovery or may obtain no recovery in such circumstances. The Fund typically enters into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Fund's adviser to be of comparable quality.
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Trusts participate in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank as of July 29, 2016, the Victory Trusts may borrow up to $250 million, of which $100 million is committed and $150 million is uncommitted. $40 million of the line of credit is reserved for use by the Victory RS Floating Rate Fund, a series of Victory Portfolios, with that Fund paying the related commitment fees for that amount. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. The agreement was subsequently amended on July 28, 2017 with a new termination date of July 27, 2018. For the six months ended June 30, 2017, Citibank earned approximately $74,384 for Line of Credit fees. Each fund in the Victory Trusts pays a pro-rata portion of this commitment fee plus any interest on amounts borrowed.
There were no loans for the Fund during the six months ended June 30, 2017.
Interfund Lending:
The Trust and Adviser received an exemptive order granted by the SEC on March 28, 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Board approved the Interfund Lending Policy and Procedures relating to the Facility on May 24, 2017. The Facility allows the Fund to directly lend and borrow money to or from any Victory fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Fund's borrowing restrictions. The Interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate.
As of June 30, 2017, the Facility was not yet in operations and the Fund had no outstanding loans to or from another Fund under this Facility.
7. Capital Contribution from Prior Custodian:
The Fund received notification from its prior custodian, State Street Bank and Trust ("State Street"), related to over-billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014, the end of the Fund's contract with State Street. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.
15
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
State Street paid the refunded amounts during January 2017. Based on billing information received from State Street and an analysis of any expense limitation agreements that were in place during the period of the over-billing, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.
The portion of the refund retained by the Fund was accounted for as a capital contribution and is reflected on the Statements of Changes in Net Assets and the Financial Highlights as "Capital Contribution from Prior Custodian, Net".
8. Federal Income Tax Information:
The tax character of current year distributions paid and the tax basis of current components of accumulated earnings/(deficit) will be determined at the end of the current tax year ending December 31, 2017.
The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
For the Year Ended December 31, 2016, there were no distributions paid.
As of the most recent tax year ended December 31, 2016, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | — | | | $ | — | | | $ | (1,686,326 | ) | | $ | 15,232,869 | | | $ | 13,546,543 | | |
*The difference between the book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to tax deferral of losses on wash sales.
During the tax year ended December 31, 2016, the Fund did not utilize any capital loss carryforwards.
As of June 30, 2017, the cost basis for federal income tax purposes, gross unrealized appreciation and gross unrealized depreciation were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 82,531,247 | | | $ | 26,305,606 | | | $ | (2,801,422 | ) | | $ | 23,504,184 | | |
9. Fund Ownership:
Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the Fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2017, the shareholders listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund.
Shareholder | | Percent | |
GIAC | | | 100 | % | |
10. Investment Company Modernization:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules which introduce two new regulatory reporting forms for investment companies — Form N-PORT and Form N-CEN — also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the Fund's financial statements. The adoption will have no effect on the Fund's net assets or results of operations.
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
11. Subsequent Events:
The Fund has evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Fund's financial statements.
17
Victory Variable Insurance Funds | | Supplemental Information June 30, 2017 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees nine portfolios in the Trust, one portfolio in Victory Institutional Funds, 46 portfolios in Victory Portfolios and 23 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. Each Trustee's address is c/o Victory Variable Insurance Funds, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, 65 | | Trustee | | May 2005 | | Consultant (since 2006). | | FBR Funds (2011-2012); Chairman, Board of Trustees, Turner Funds (December 2016-present). | |
Nigel D. T. Andrews, 70 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Carlyle GMS Finance, Inc. (since 2012); Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 66* | | Trustee | | May 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 73 | | Trustee | | July 2016 | | Retired since May 2010; Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | | None. | |
Sally M. Dungan, 63 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, 64 | | Trustee | | February 2015 | | Adviser, Endgate Commodities LLC (since January 2016); Managing Partner, Endgate Commodities LLC (August 2014 to January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 60* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 56 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm; Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | | TriLinc Global Impact Fund, LLC (2012-Present). | |
Leigh A. Wilson, 72 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013) and Director (since 2012 and March-October 2008), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 45** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), President — Investments and Operations (2010-2011) and Chief Operating Officer (2004-2011), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | None. | |
* The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
19
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Officers:
The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Except for the Chief Compliance Officer, the officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Age | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, 55 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 48 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 43 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013); Associate, Dechert LLP (2001-2010). | |
Christopher E. Sabato, 48 | | Treasurer** | | May 2006 - May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. | |
Allan Shaer, 52 | | Treasurer | | May 2017 | | Senior Vice President, Citi Investor Services (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Edward J. Veilleux, 74 | | Chief Compliance Officer*** | | October 2005 | | President of EJV Financial Services (mutual fund consulting). | |
Chuck Booth, 57 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, 63 | | Assistant Secretary | | December 1997 | | Partner, Morrison & Foerster LLP. | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
** On May 24, 2017, Mr. Sabato resigned his position with the Trust.
*** On July 1, 2017, Edward J. Veilleux resigned his position and Colin Kinney accepted the position with the Trust.
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Proxy Voting and Form N-Q Information
Proxy Voting:
Information regarding the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the Securities and Exchange Commission's ("SEC") website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent six months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Investments:
The Trust files a complete list of Schedules of Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's website at www.sec.gov. You may also review or, for a fee, copy those documents by visiting the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 202-551-8090.
Expense Examples
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.
Actual Expenses:
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,179.50 | | | $ | 4.65 | | | | 0.86 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Hypothetical Example for Comparison Purposes:
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,020.53 | | | $ | 4.31 | | | | 0.86 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
23
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SCGEVIP-SAR (6/17)
June 30, 2017
Semi Annual Report
Victory Variable Insurance Funds
Victory S&P 500 Index VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Financial Statements | |
Schedule of Portfolio Investments | | | 3 | | |
Statement of Assets and Liabilities | | | 15 | | |
Statement of Operations | | | 16 | | |
Statements of Changes in Net Assets | | | 17 | | |
Financial Highlights | | | 18 | | |
Notes to Financial Statements | | | 19 | | |
Supplemental Information | |
Trustee and Officer Information | | | 27 | | |
Proxy Voting and Form N-Q Information | | | 30 | | |
Expense Examples | | | 30 | | |
Portfolio Holdings | | | 32 | | |
The Fund is distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Fund and receives fees from the Fund for performing services for the Fund.
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Fund.
For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at www.vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE
• MAY LOSE VALUE
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
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2
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (98.9%) | |
Consumer Discretionary (12.0%): | |
Advance Auto Parts, Inc. | | | 439 | | | $ | 51,183 | | |
Amazon.com, Inc. (a) | | | 2,360 | | | | 2,284,480 | | |
AutoNation, Inc. (a) | | | 392 | | | | 16,527 | | |
AutoZone, Inc. (a) | | | 167 | | | | 95,267 | | |
Bed Bath & Beyond, Inc. | | | 863 | | | | 26,235 | | |
Best Buy Co., Inc. | | | 1,577 | | | | 90,409 | | |
BorgWarner, Inc. | | | 1,187 | | | | 50,281 | | |
CarMax, Inc. (a) | | | 1,102 | | | | 69,492 | | |
Carnival Corp., Class A | | | 2,489 | | | | 163,204 | | |
CBS Corp., Class B | | | 2,192 | | | | 139,806 | | |
Charter Communications, Inc., Class A (a) | | | 1,283 | | | | 432,179 | | |
Chipotle Mexican Grill, Inc. (a) | | | 170 | | | | 70,737 | | |
Coach, Inc. | | | 1,671 | | | | 79,105 | | |
Comcast Corp., Class A | | | 28,153 | | | | 1,095,714 | | |
D.R. Horton, Inc. | | | 2,032 | | | | 70,246 | | |
Darden Restaurants, Inc. | | | 739 | | | | 66,835 | | |
Delphi Automotive PLC | | | 1,593 | | | | 139,626 | | |
Discovery Communications, Inc., Class A (a) | | | 914 | | | | 23,609 | | |
Discovery Communications, Inc., Class C (a) | | | 1,254 | | | | 31,613 | | |
DISH Network Corp. (a) | | | 1,353 | | | | 84,914 | | |
Dollar General Corp. | | | 1,500 | | | | 108,135 | | |
Dollar Tree, Inc. (a) | | | 1,408 | | | | 98,447 | | |
Expedia, Inc. | | | 723 | | | | 107,691 | | |
Foot Locker, Inc. | | | 780 | | | | 38,438 | | |
Ford Motor Co. | | | 23,265 | | | | 260,335 | | |
Garmin Ltd. | | | 681 | | | | 34,751 | | |
General Motors Co. | | | 8,168 | | | | 285,308 | | |
Genuine Parts Co. | | | 876 | | | | 81,258 | | |
H&R Block, Inc. | | | 1,232 | | | | 38,081 | | |
Hanesbrands, Inc. | | | 2,166 | | | | 50,165 | | |
Harley-Davidson, Inc. | | | 1,040 | | | | 56,181 | | |
Hasbro, Inc. | | | 669 | | | | 74,600 | | |
Hilton Worldwide Holdings, Inc. | | | 1,218 | | | | 75,333 | | |
Kohl's Corp. | | | 1,014 | | | | 39,211 | | |
L Brands, Inc. | | | 1,433 | | | | 77,224 | | |
Leggett & Platt, Inc. | | | 786 | | | | 41,289 | | |
Lennar Corp., Class A | | | 1,209 | | | | 64,464 | | |
LKQ Corp. (a) | | | 1,834 | | | | 60,430 | | |
Lowe's Co., Inc. | | | 5,105 | | | | 395,791 | | |
Macy's, Inc. | | | 1,811 | | | | 42,088 | | |
Marriott International, Inc., Class A | | | 1,847 | | | | 185,273 | | |
Mattel, Inc. | | | 2,037 | | | | 43,857 | | |
McDonald's Corp. | | | 4,848 | | | | 742,520 | | |
Michael Kors Holdings Ltd. (a) | | | 927 | | | | 33,604 | | |
Mohawk Industries, Inc. (a) | | | 376 | | | | 90,875 | | |
Netflix, Inc. (a) | | | 2,563 | | | | 382,938 | | |
Newell Brands, Inc. | | | 2,873 | | | | 154,050 | | |
News Corp., Class A | | | 2,274 | | | | 31,154 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
News Corp., Class B | | | 712 | | | $ | 10,075 | | |
Nike, Inc., Class B | | | 7,886 | | | | 465,274 | | |
Nordstrom, Inc. | | | 661 | | | | 31,616 | | |
Omnicom Group, Inc. | | | 1,385 | | | | 114,817 | | |
O'Reilly Automotive, Inc. (a) | | | 540 | | | | 118,120 | | |
PulteGroup, Inc. | | | 1,688 | | | | 41,407 | | |
PVH Corp. | | | 464 | | | | 53,128 | | |
Ralph Lauren Corp. | | | 327 | | | | 24,133 | | |
Ross Stores, Inc. | | | 2,332 | | | | 134,626 | | |
Royal Caribbean Cruises Ltd. | | | 998 | | | | 109,012 | | |
Scripps Networks Interactive, Inc., Class A | | | 570 | | | | 38,937 | | |
Signet Jewelers Ltd. (b) | | | 406 | | | | 25,675 | | |
Staples, Inc. | | | 3,885 | | | | 39,122 | | |
Starbucks Corp. | | | 8,614 | | | | 502,282 | | |
Target Corp. | | | 3,282 | | | | 171,616 | | |
The Gap, Inc. | | | 1,309 | | | | 28,785 | | |
The Goodyear Tire & Rubber Co. | | | 1,497 | | | | 52,335 | | |
The Home Depot, Inc. | | | 7,112 | | | | 1,090,982 | | |
The Interpublic Group of Co., Inc. | | | 2,351 | | | | 57,835 | | |
The Priceline Group, Inc. (a) | | | 293 | | | | 548,062 | | |
The TJX Co., Inc. | | | 3,826 | | | | 276,122 | | |
The Walt Disney Co. | | | 8,654 | | | | 919,487 | | |
Tiffany & Co. | | | 637 | | | | 59,795 | | |
Time Warner, Inc. | | | 4,613 | | | | 463,191 | | |
Tractor Supply Co. | | | 764 | | | | 41,416 | | |
TripAdvisor, Inc. (a) | | | 656 | | | | 25,059 | | |
Twenty-First Century Fox, Inc. | | | 6,260 | | | | 177,408 | | |
Twenty-First Century Fox, Inc., Class B | | | 2,897 | | | | 80,739 | | |
Ulta Salon, Cosmetics & Fragrance, Inc. (a) | | | 347 | | | | 99,707 | | |
Under Armour, Inc., Class A (a) (b) | | | 1,098 | | | | 23,892 | | |
Under Armour, Inc., Class C (a) (b) | | | 1,096 | | | | 22,095 | | |
VF Corp. | | | 1,906 | | | | 109,786 | | |
Viacom, Inc., Class B | | | 2,096 | | | | 70,363 | | |
Whirlpool Corp. | | | 440 | | | | 84,313 | | |
Wyndham Worldwide Corp. | | | 620 | | | | 62,254 | | |
Wynn Resorts Ltd. | | | 475 | | | | 63,707 | | |
Yum! Brands, Inc. | | | 1,967 | | | | 145,086 | | |
| | | 15,157,212 | | |
Consumer Staples (8.9%): | |
Altria Group, Inc. | | | 11,492 | | | | 855,809 | | |
Archer-Daniels-Midland Co. | | | 3,395 | | | | 140,485 | | |
Brown-Forman Corp., Class B | | | 1,052 | | | | 51,127 | | |
Campbell Soup Co. | | | 1,140 | | | | 59,451 | | |
Church & Dwight Co., Inc. | | | 1,482 | | | | 76,886 | | |
Colgate-Palmolive Co. | | | 5,254 | | | | 389,479 | | |
Conagra Brands, Inc. | | | 2,404 | | | | 85,967 | | |
Constellation Brands, Inc., Class A | | | 1,020 | | | | 197,605 | | |
Costco Wholesale Corp. | | | 2,608 | | | | 417,097 | | |
Coty, Inc., Class A | | | 2,802 | | | | 52,566 | | |
CVS Health Corp. | | | 6,060 | | | | 487,588 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
Dr Pepper Snapple Group, Inc. | | | 1,093 | | | $ | 99,583 | | |
General Mills, Inc. | | | 3,428 | | | | 189,911 | | |
Hormel Foods Corp. | | | 1,604 | | | | 54,712 | | |
Kellogg Co. | | | 1,499 | | | | 104,121 | | |
Kimberly-Clark Corp. | | | 2,112 | | | | 272,680 | | |
McCormick & Co., Inc. | | | 673 | | | | 65,624 | | |
Molson Coors Brewing Co., Class B | | | 1,098 | | | | 94,801 | | |
Mondelez International, Inc., Class A | | | 9,025 | | | | 389,791 | | |
Monster Beverage Corp. (a) | | | 2,398 | | | | 119,133 | | |
PepsiCo, Inc. | | | 8,500 | | | | 981,665 | | |
Philip Morris International, Inc. | | | 9,237 | | | | 1,084,886 | | |
Reynolds American, Inc. | | | 4,922 | | | | 320,127 | | |
Sysco Corp. | | | 2,928 | | | | 147,366 | | |
The Clorox Co. | | | 765 | | | | 101,929 | | |
The Coca-Cola Co. | | | 22,873 | | | | 1,025,854 | | |
The Estee Lauder Cos., Inc., Class A | | | 1,331 | | | | 127,749 | | |
The Hershey Co. | | | 832 | | | | 89,332 | | |
The J.M. Smucker Co. | | | 692 | | | | 81,884 | | |
The Kraft Heinz Co. | | | 3,549 | | | | 303,936 | | |
The Kroger Co. | | | 5,428 | | | | 126,581 | | |
The Procter & Gamble Co. | | | 15,214 | | | | 1,325,900 | | |
Tyson Foods, Inc., Class A | | | 1,714 | | | | 107,348 | | |
Walgreens Boots Alliance, Inc. | | | 5,080 | | | | 397,815 | | |
Wal-Mart Stores, Inc. | | | 8,790 | | | | 665,227 | | |
Whole Foods Market, Inc. | | | 1,901 | | | | 80,051 | | |
| | | 11,172,066 | | |
Energy (6.0%): | |
Anadarko Petroleum Corp. | | | 3,333 | | | | 151,118 | | |
Apache Corp. | | | 2,263 | | | | 108,466 | | |
Baker Hughes, Inc. | | | 2,530 | | | | 137,910 | | |
Cabot Oil & Gas Corp. | | | 2,769 | | | | 69,447 | | |
Chesapeake Energy Corp. (a) (b) | | | 4,538 | | | | 22,554 | | |
Chevron Corp. | | | 11,269 | | | | 1,175,695 | | |
Cimarex Energy Co. | | | 565 | | | | 53,116 | | |
Concho Resources, Inc. (a) | | | 881 | | | | 107,068 | | |
ConocoPhillips | | | 7,360 | | | | 323,546 | | |
Devon Energy Corp. | | | 3,127 | | | | 99,970 | | |
EOG Resources, Inc. | | | 3,434 | | | | 310,846 | | |
EQT Corp. | | | 1,031 | | | | 60,406 | | |
Exxon Mobil Corp. | | | 25,205 | | | | 2,034,799 | | |
Halliburton Co. | | | 5,162 | | | | 220,470 | | |
Helmerich & Payne, Inc. (b) | | | 645 | | | | 35,049 | | |
Hess Corp. | | | 1,607 | | | | 70,499 | | |
Kinder Morgan, Inc. | | | 11,422 | | | | 218,846 | | |
Marathon Oil Corp. | | | 5,058 | | | | 59,937 | | |
Marathon Petroleum Corp. | | | 3,086 | | | | 161,490 | | |
Murphy Oil Corp. | | | 964 | | | | 24,707 | | |
National Oilwell Varco, Inc. | | | 2,261 | | | | 74,477 | | |
Newfield Exploration Co. (a) | | | 1,185 | | | | 33,725 | | |
Noble Energy, Inc. | | | 2,707 | | | | 76,608 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
Occidental Petroleum Corp. | | | 4,547 | | | $ | 272,229 | | |
ONEOK, Inc. | | | 1,255 | | | | 65,461 | | |
Phillips 66 | | | 2,609 | | | | 215,738 | | |
Pioneer Natural Resources Co. | | | 1,012 | | | | 161,495 | | |
Range Resources Corp. | | | 1,120 | | | | 25,950 | | |
Schlumberger Ltd. | | | 8,264 | | | | 544,102 | | |
TechnipFMC PLC (a) | | | 2,775 | | | | 75,480 | | |
Tesoro Corp. | | | 898 | | | | 84,053 | | |
The Williams Cos., Inc. | | | 4,915 | | | | 148,826 | | |
Transocean Ltd. (a) | | | 2,326 | | | | 19,143 | | |
Valero Energy Corp. | | | 2,659 | | | | 179,376 | | |
| | | 7,422,602 | | |
Financials (14.5%): | |
Affiliated Managers Group, Inc. | | | 336 | | | | 55,729 | | |
Aflac, Inc. | | | 2,361 | | | | 183,402 | | |
American Express Co. | | | 4,465 | | | | 376,132 | | |
American International Group, Inc. | | | 5,233 | | | | 327,167 | | |
Ameriprise Financial, Inc. | | | 906 | | | | 115,325 | | |
Aon PLC | | | 1,559 | | | | 207,269 | | |
Arthur J. Gallagher & Co. | | | 1,067 | | | | 61,086 | | |
Assurant, Inc. | | | 325 | | | | 33,699 | | |
Bank of America Corp. | | | 59,202 | | | | 1,436,241 | | |
BB&T Corp. | | | 4,826 | | | | 219,149 | | |
Berkshire Hathaway, Inc., Class B (a) | | | 11,298 | | | | 1,913,542 | | |
BlackRock, Inc., Class A | | | 721 | | | | 304,558 | | |
Capital One Financial Corp. | | | 2,873 | | | | 237,367 | | |
CBOE Holdings, Inc. | | | 546 | | | | 49,904 | | |
Chubb Ltd. | | | 2,777 | | | | 403,721 | | |
Cincinnati Financial Corp. | | | 891 | | | | 64,553 | | |
Citigroup, Inc. | | | 16,377 | | | | 1,095,294 | | |
Citizens Financial Group, Inc. | | | 3,013 | | | | 107,504 | | |
CME Group, Inc. | | | 2,021 | | | | 253,110 | | |
Comerica, Inc. | | | 1,052 | | | | 77,048 | | |
Discover Financial Services | | | 2,262 | | | | 140,674 | | |
E*TRADE Financial Corp. (a) | | | 1,633 | | | | 62,103 | | |
Everest Re Group Ltd. | | | 244 | | | | 62,120 | | |
Fifth Third Bancorp | | | 4,462 | | | | 115,834 | | |
Franklin Resources, Inc. | | | 2,036 | | | | 91,192 | | |
Hartford Financial Services Group, Inc. | | | 2,185 | | | | 114,865 | | |
Huntington Bancshares, Inc. | | | 6,468 | | | | 87,447 | | |
Intercontinental Exchange, Inc. | | | 3,522 | | | | 232,170 | | |
Invesco Ltd. | | | 2,420 | | | | 85,161 | | |
JPMorgan Chase & Co. | | | 21,134 | | | | 1,931,647 | | |
KeyCorp | | | 6,522 | | | | 122,222 | | |
Leucadia National Corp. | | | 1,926 | | | | 50,384 | | |
Lincoln National Corp. | | | 1,334 | | | | 90,152 | | |
Loews Corp. | | | 1,642 | | | | 76,862 | | |
M&T Bank Corp. | | | 915 | | | | 148,184 | | |
Marsh & McLennan Co., Inc. | | | 3,065 | | | | 238,947 | | |
MetLife, Inc. | | | 6,428 | | | | 353,154 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
Moody's Corp. | | | 990 | | | $ | 120,463 | | |
Morgan Stanley | | | 8,473 | | | | 377,557 | | |
Nasdaq, Inc. | | | 677 | | | | 48,399 | | |
Navient Corp. | | | 1,694 | | | | 28,205 | | |
Northern Trust Corp. | | | 1,284 | | | | 124,818 | | |
People's United Financial, Inc. | | | 2,048 | | | | 36,168 | | |
Principal Financial Group, Inc. | | | 1,593 | | | | 102,064 | | |
Prudential Financial, Inc. | | | 2,552 | | | | 275,973 | | |
Raymond James Financial, Inc. | | | 762 | | | | 61,128 | | |
Regions Financial Corp. | | | 7,152 | | | | 104,705 | | |
S&P Global, Inc. | | | 1,533 | | | | 223,803 | | |
State Street Corp. | | | 2,104 | | | | 188,792 | | |
SunTrust Banks, Inc. | | | 2,876 | | | | 163,127 | | |
Synchrony Financial | | | 4,581 | | | | 136,605 | | |
T. Rowe Price Group, Inc. | | | 1,435 | | | | 106,491 | | |
The Allstate Corp. | | | 2,168 | | | | 191,738 | | |
The Bank of New York Mellon Corp. | | | 6,187 | | | | 315,661 | | |
The Charles Schwab Corp. | | | 7,238 | | | | 310,944 | | |
The Goldman Sachs Group, Inc. | | | 2,178 | | | | 483,298 | | |
The PNC Financial Services Group, Inc. | | | 2,878 | | | | 359,376 | | |
The Progressive Corp. | | | 3,456 | | | | 152,375 | | |
The Travelers Co., Inc. | | | 1,662 | | | | 210,293 | | |
Torchmark Corp. | | | 647 | | | | 49,496 | | |
U.S. Bancorp | | | 9,423 | | | | 489,242 | | |
Unum Group | | | 1,358 | | | | 63,324 | | |
Wells Fargo & Co. | | | 26,754 | | | | 1,482,439 | | |
Willis Towers Watson PLC | | | 756 | | | | 109,968 | | |
XL Group Ltd. | | | 1,555 | | | | 68,109 | | |
Zions BanCorp | | | 1,206 | | | | 52,955 | | |
| | | 17,962,434 | | |
Health Care (14.3%): | |
Abbott Laboratories | | | 10,321 | | | | 501,703 | | |
AbbVie, Inc. | | | 9,468 | | | | 686,525 | | |
Aetna, Inc. | | | 1,973 | | | | 299,561 | | |
Agilent Technologies, Inc. | | | 1,917 | | | | 113,697 | | |
Alexion Pharmaceuticals, Inc. (a) | | | 1,336 | | | | 162,551 | | |
Align Technology, Inc. (a) | | | 449 | | | | 67,404 | | |
Allergan PLC | | | 1,998 | | | | 485,694 | | |
AmerisourceBergen Corp. | | | 987 | | | | 93,301 | | |
Amgen, Inc. | | | 4,378 | | | | 754,024 | | |
Anthem, Inc. | | | 1,575 | | | | 296,305 | | |
Baxter International, Inc. | | | 2,901 | | | | 175,627 | | |
Becton, Dickinson & Co. | | | 1,352 | | | | 263,789 | | |
Biogen, Inc. (a) | | | 1,271 | | | | 344,899 | | |
Boston Scientific Corp. (a) | | | 8,147 | | | | 225,835 | | |
Bristol-Myers Squibb Co. | | | 9,799 | | | | 546,000 | | |
C.R. Bard, Inc. | | | 431 | | | | 136,243 | | |
Cardinal Health, Inc. | | | 1,879 | | | | 146,412 | | |
Celgene Corp. (a) | | | 4,644 | | | | 603,116 | | |
Centene Corp. (a) | | | 1,025 | | | | 81,877 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
Cerner Corp. (a) | | | 1,749 | | | $ | 116,256 | | |
Cigna Corp. | | | 1,522 | | | | 254,768 | | |
Danaher Corp. | | | 3,633 | | | | 306,589 | | |
DaVita, Inc. (a) | | | 926 | | | | 59,968 | | |
Dentsply Sirona, Inc. | | | 1,364 | | | | 88,442 | | |
Edwards Lifesciences Corp. (a) | | | 1,248 | | | | 147,564 | | |
Eli Lilly & Co. | | | 5,775 | | | | 475,283 | | |
Envision Healthcare Corp. (a) | | | 698 | | | | 43,744 | | |
Express Scripts Holding Co. (a) | | | 3,530 | | | | 225,355 | | |
Gilead Sciences, Inc. | | | 7,776 | | | | 550,385 | | |
HCA Holdings, Inc. (a) | | | 1,702 | | | | 148,414 | | |
Henry Schein, Inc. (a) | | | 472 | | | | 86,385 | | |
Hologic, Inc. (a) | | | 1,665 | | | | 75,558 | | |
Humana, Inc. | | | 857 | | | | 206,211 | | |
IDEXX Laboratories, Inc. (a) | | | 523 | | | | 84,423 | | |
Illumina, Inc. (a) | | | 868 | | | | 150,615 | | |
Incyte Pharmaceuticals, Inc. (a) | | | 1,011 | | | | 127,295 | | |
Intuitive Surgical, Inc. (a) | | | 219 | | | | 204,846 | | |
Johnson & Johnson | | | 16,024 | | | | 2,119,814 | | |
Laboratory Corp. of America Holdings (a) | | | 607 | | | | 93,563 | | |
Mallinckrodt PLC (a) | | | 590 | | | | 26,438 | | |
McKesson Corp. | | | 1,254 | | | | 206,333 | | |
Medtronic PLC | | | 8,144 | | | | 722,779 | | |
Merck & Co., Inc. | | | 16,270 | | | | 1,042,744 | | |
Mettler-Toledo International, Inc. (a) | | | 153 | | | | 90,047 | | |
Mylan NV (a) | | | 2,741 | | | | 106,406 | | |
Patterson Co., Inc. | | | 486 | | | | 22,818 | | |
PerkinElmer, Inc. | | | 654 | | | | 44,564 | | |
Perrigo Co. PLC | | | 853 | | | | 64,419 | | |
Pfizer, Inc. | | | 35,501 | | | | 1,192,478 | | |
Quest Diagnostics, Inc. | | | 813 | | | | 90,373 | | |
Regeneron Pharmaceuticals, Inc. (a) | | | 453 | | | | 222,486 | | |
Stryker Corp. | | | 1,844 | | | | 255,910 | | |
The Cooper Co., Inc. | | | 291 | | | | 69,671 | | |
Thermo Fisher Scientific, Inc. | | | 2,327 | | | | 405,991 | | |
UnitedHealth Group, Inc. | | | 5,733 | | | | 1,063,013 | | |
Universal Health Services, Inc., Class B | | | 531 | | | | 64,824 | | |
Varian Medical Systems, Inc. (a) | | | 546 | | | | 56,342 | | |
Vertex Pharmaceuticals, Inc. (a) | | | 1,481 | | | | 190,856 | | |
Waters Corp. (a) | | | 476 | | | | 87,508 | | |
Zimmer Biomet Holdings, Inc. | | | 1,197 | | | | 153,695 | | |
Zoetis, Inc. | | | 2,920 | | | | 182,150 | | |
| | | 17,911,886 | | |
Industrials (10.2%): | |
3M Co. | | | 3,554 | | | | 739,907 | | |
Acuity Brands, Inc. | | | 262 | | | | 53,259 | | |
Alaska Air Group, Inc. | | | 735 | | | | 65,974 | | |
Allegion PLC | | | 566 | | | | 45,914 | | |
American Airlines Group, Inc. | | | 2,930 | | | | 147,438 | | |
AMETEK, Inc. | | | 1,369 | | | | 82,920 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
Arconic, Inc. | | | 2,622 | | | $ | 59,388 | | |
C.H. Robinson Worldwide, Inc. | | | 838 | | | | 57,554 | | |
Caterpillar, Inc. | | | 3,504 | | | | 376,539 | | |
Cintas Corp. | | | 513 | | | | 64,659 | | |
CSX Corp. | | | 5,489 | | | | 299,480 | | |
Cummins, Inc. | | | 919 | | | | 149,080 | | |
Deere & Co. | | | 1,750 | | | | 216,283 | | |
Delta Air Lines, Inc. | | | 4,378 | | | | 235,273 | | |
Dover Corp. | | | 926 | | | | 74,284 | | |
Eaton Corp. PLC | | | 2,660 | | | | 207,028 | | |
Emerson Electric Co. | | | 3,833 | | | | 228,524 | | |
Equifax, Inc. | | | 714 | | | | 98,118 | | |
Expeditors International of Washington, Inc. | | | 1,071 | | | | 60,490 | | |
Fastenal Co. | | | 1,720 | | | | 74,871 | | |
FedEx Corp. | | | 1,464 | | | | 318,171 | | |
Flowserve Corp. | | | 776 | | | | 36,030 | | |
Fluor Corp. | | | 831 | | | | 38,043 | | |
Fortive Corp. | | | 1,793 | | | | 113,587 | | |
Fortune Brands Home & Security, Inc. | | | 915 | | | | 59,695 | | |
General Dynamics Corp. | | | 1,686 | | | | 333,997 | | |
General Electric Co. | | | 51,807 | | | | 1,399,307 | | |
Honeywell International, Inc. | | | 4,534 | | | | 604,337 | | |
IHS Markit Ltd. (a) | | | 1,887 | | | | 83,103 | | |
Illinois Tool Works, Inc. | | | 1,849 | | | | 264,868 | | |
Ingersoll-Rand PLC | | | 1,522 | | | | 139,096 | | |
J.B. Hunt Transport Services, Inc. | | | 509 | | | | 46,512 | | |
Jacobs Engineering Group, Inc. | | | 716 | | | | 38,943 | | |
Johnson Controls International PLC | | | 5,581 | | | | 241,991 | | |
Kansas City Southern | | | 630 | | | | 65,930 | | |
L3 Technologies, Inc. | | | 463 | | | | 77,358 | | |
Lockheed Martin Corp. | | | 1,481 | | | | 411,140 | | |
Masco Corp. | | | 1,903 | | | | 72,714 | | |
Nielsen Holdings PLC | | | 1,998 | | | | 77,243 | | |
Norfolk Southern Corp. | | | 1,723 | | | | 209,689 | | |
Northrop Grumman Corp. | | | 1,038 | | | | 266,465 | | |
PACCAR, Inc. | | | 2,090 | | | | 138,024 | | |
Parker-Hannifin Corp. | | | 791 | | | | 126,418 | | |
Pentair PLC | | | 997 | | | | 66,340 | | |
Quanta Services, Inc. (a) | | | 880 | | | | 28,970 | | |
Raytheon Co. | | | 1,731 | | | | 279,522 | | |
Republic Services, Inc., Class A | | | 1,368 | | | | 87,183 | | |
Robert Half International, Inc. | | | 756 | | | | 36,235 | | |
Rockwell Automation, Inc. | | | 765 | | | | 123,900 | | |
Rockwell Collins, Inc. | | | 965 | | | | 101,402 | | |
Roper Technologies, Inc. | | | 606 | | | | 140,307 | | |
Snap-on, Inc. | | | 344 | | | | 54,352 | | |
Southwest Airlines Co. | | | 3,596 | | | | 223,455 | | |
Stanley Black & Decker, Inc. | | | 910 | | | | 128,064 | | |
Stericycle, Inc. (a) | | | 506 | | | | 38,618 | | |
Textron, Inc. | | | 1,591 | | | | 74,936 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
The Boeing Co. | | | 3,339 | | | $ | 660,288 | | |
TransDigm Group, Inc. | | | 291 | | | | 78,241 | | |
Union Pacific Corp. | | | 4,802 | | | | 522,986 | | |
United Continental Holdings, Inc. (a) | | | 1,675 | | | | 126,044 | | |
United Parcel Service, Inc., Class B | | | 4,097 | | | | 453,087 | | |
United Rentals, Inc. (a) | | | 501 | | | | 56,468 | | |
United Technologies Corp. | | | 4,433 | | | | 541,314 | | |
Verisk Analytics, Inc., Class A (a) | | | 914 | | | | 77,114 | | |
W.W. Grainger, Inc. | | | 319 | | | | 57,589 | | |
Waste Management, Inc. | | | 2,418 | | | | 177,359 | | |
Xylem, Inc. | | | 1,069 | | | | 59,255 | | |
| | | 12,692,673 | | |
Information Technology (22.1%): | |
Accenture PLC, Class A | | | 3,688 | | | | 456,131 | | |
Activision Blizzard, Inc. | | | 4,124 | | | | 237,419 | | |
Adobe Systems, Inc. (a) | | | 2,942 | | | | 416,116 | | |
Advanced Micro Devices, Inc. (a) | | | 4,610 | | | | 57,533 | | |
Akamai Technologies, Inc. (a) | | | 1,028 | | | | 51,205 | | |
Alliance Data Systems Corp. | | | 331 | | | | 84,964 | | |
Alphabet, Inc., Class C (a) | | | 1,774 | | | | 1,612,087 | | |
Alphabet, Inc., Class A (a) | | | 1,770 | | | | 1,645,534 | | |
Amphenol Corp., Class A | | | 1,818 | | | | 134,205 | | |
Analog Devices, Inc. | | | 2,183 | | | | 169,837 | | |
ANSYS, Inc. (a) | | | 507 | | | | 61,692 | | |
Apple, Inc. | | | 31,016 | | | | 4,466,924 | | |
Applied Materials, Inc. | | | 6,393 | | | | 264,095 | | |
Autodesk, Inc. (a) | | | 1,153 | | | | 116,245 | | |
Automatic Data Processing, Inc. | | | 2,661 | | | | 272,646 | | |
Broadcom Ltd. | | | 2,387 | | | | 556,290 | | |
CA, Inc. | | | 1,863 | | | | 64,218 | | |
Cisco Systems, Inc. | | | 29,743 | | | | 930,957 | | |
Citrix Systems, Inc. (a) | | | 899 | | | | 71,542 | | |
Cognizant Technology Solutions Corp., Class A | | | 3,503 | | | | 232,599 | | |
Corning, Inc. | | | 5,475 | | | | 164,524 | | |
CSRA, Inc. | | | 863 | | | | 27,400 | | |
DXC Technology Co. | | | 1,684 | | | | 129,196 | | |
eBay, Inc. (a) | | | 5,988 | | | | 209,101 | | |
Electronic Arts, Inc. (a) | | | 1,843 | | | | 194,842 | | |
F5 Networks, Inc. (a) | | | 385 | | | | 48,918 | | |
Facebook, Inc., Class A (a) | | | 14,060 | | | | 2,122,778 | | |
Fidelity National Information Services, Inc. | | | 1,966 | | | | 167,896 | | |
Fiserv, Inc. (a) | | | 1,263 | | | | 154,515 | | |
FLIR Systems, Inc. | | | 811 | | | | 28,109 | | |
Gartner, Inc. (a) | | | 537 | | | | 66,325 | | |
Global Payments, Inc. | | | 907 | | | | 81,920 | | |
Harris Corp. | | | 725 | �� | | | 79,083 | | |
Hewlett Packard Enterprises Co. | | | 9,902 | | | | 164,274 | | |
HP, Inc. | | | 10,012 | | | | 175,010 | | |
Intel Corp. | | | 28,012 | | | | 945,126 | | |
International Business Machines Corp. | | | 5,086 | | | | 782,380 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
Intuit, Inc. | | | 1,448 | | | $ | 192,309 | | |
Juniper Networks, Inc. | | | 2,273 | | | | 63,371 | | |
KLA-Tencor Corp. | | | 932 | | | | 85,287 | | |
Lam Research Corp. | | | 959 | | | | 135,631 | | |
Mastercard, Inc., Class A | | | 5,580 | | | | 677,692 | | |
Microchip Technology, Inc. | | | 1,365 | | | | 105,351 | | |
Micron Technology, Inc. (a) | | | 6,187 | | | | 184,744 | | |
Microsoft Corp. | | | 45,928 | | | | 3,165,817 | | |
Motorola Solutions, Inc. | | | 972 | | | | 84,311 | | |
NetApp, Inc. | | | 1,611 | | | | 64,521 | | |
Nvidia Corp. | | | 3,539 | | | | 511,598 | | |
Oracle Corp. | | | 17,867 | | | | 895,851 | | |
Paychex, Inc. | | | 1,902 | | | | 108,300 | | |
PayPal Holdings, Inc. (a) | | | 6,647 | | | | 356,745 | | |
Qorvo, Inc. (a) | | | 756 | | | | 47,870 | | |
QUALCOMM, Inc. | | | 8,792 | | | | 485,494 | | |
Red Hat, Inc. (a) | | | 1,057 | | | | 101,208 | | |
Salesforce.com, Inc. (a) | | | 3,978 | | | | 344,495 | | |
Seagate Technology PLC | | | 1,766 | | | | 68,433 | | |
Skyworks Solutions, Inc. | | | 1,098 | | | | 105,353 | | |
Symantec Corp. | | | 3,618 | | | | 102,209 | | |
Synopsys, Inc. (a) | | | 894 | | | | 65,199 | | |
TE Connectivity Ltd. | | | 2,112 | | | | 166,172 | | |
Texas Instruments, Inc. | | | 5,928 | | | | 456,041 | | |
The Western Union Co. | | | 2,803 | | | | 53,397 | | |
Total System Services, Inc. | | | 985 | | | | 57,376 | | |
VeriSign, Inc. (a) (b) | | | 524 | | | | 48,711 | | |
Visa, Inc., Class A | | | 10,981 | | | | 1,029,799 | | |
Western Digital Corp. | | | 1,732 | | | | 153,455 | | |
Xerox Corp. | | | 1,280 | | | | 36,774 | | |
Xilinx, Inc. | | | 1,476 | | | | 94,936 | | |
| | | 27,492,086 | | |
Materials (2.7%): | |
Air Products & Chemicals, Inc. | | | 1,295 | | | | 185,263 | | |
Albemarle Corp. | | | 658 | | | | 69,445 | | |
Avery Dennison Corp. | | | 526 | | | | 46,483 | | |
Ball Corp. | | | 2,083 | | | | 87,923 | | |
CF Industries Holdings, Inc. | | | 1,387 | | | | 38,781 | | |
E.I. du Pont de Nemours & Co. | | | 5,157 | | | | 416,221 | | |
Eastman Chemical Co. | | | 867 | | | | 72,819 | | |
Ecolab, Inc. | | | 1,552 | | | | 206,028 | | |
FMC Corp. | | | 796 | | | | 58,148 | | |
Freeport-McMoRan, Inc. (a) | | | 7,919 | | | | 95,107 | | |
International Flavors & Fragrances, Inc. | | | 470 | | | | 63,450 | | |
International Paper Co. | | | 2,457 | | | | 139,091 | | |
LyondellBasell Industries NV, Class A | | | 1,964 | | | | 165,742 | | |
Martin Marietta Materials, Inc. | | | 373 | | | | 83,022 | | |
Monsanto Co. | | | 2,610 | | | | 308,920 | | |
Newmont Mining Corp. | | | 3,172 | | | | 102,741 | | |
Nucor Corp. | | | 1,898 | | | | 109,838 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Value | |
PPG Industries, Inc. | | | 1,523 | | | $ | 167,469 | | |
Praxair, Inc. | | | 1,700 | | | | 225,335 | | |
Sealed Air Corp. | | | 1,165 | | | | 52,145 | | |
The Dow Chemical Co. | | | 6,686 | | | | 421,686 | | |
The Mosaic Co. | | | 2,088 | | | | 47,669 | | |
The Sherwin-Williams Co. | | | 482 | | | | 169,163 | | |
Vulcan Materials Co. | | | 785 | | | | 99,444 | | |
WestRock Co. | | | 1,492 | | | | 84,537 | | |
| | | 3,516,470 | | |
Real Estate (2.9%): | |
Alexandria Real Estate Equities, Inc. | | | 541 | | | | 65,174 | | |
American Tower Corp. | | | 2,528 | | | | 334,506 | | |
Apartment Investment & Management Co., Class A | | | 934 | | | | 40,134 | | |
AvalonBay Communities, Inc. | | | 819 | | | | 157,387 | | |
Boston Properties, Inc. | | | 915 | | | | 112,563 | | |
CBRE Group, Inc., Class A (a) | | | 1,788 | | | | 65,083 | | |
Crown Castle International Corp. | | | 2,178 | | | | 218,192 | | |
Digital Realty Trust, Inc. | | | 950 | | | | 107,303 | | |
Equinix, Inc. | | | 464 | | | | 199,130 | | |
Equity Residential | | | 2,184 | | | | 143,773 | | |
Essex Property Trust, Inc. | | | 390 | | | | 100,335 | | |
Extra Space Storage, Inc. | | | 749 | | | | 58,422 | | |
Federal Realty Investment Trust | | | 429 | | | | 54,221 | | |
Ggp US | | | 3,464 | | | | 81,612 | | |
HCP, Inc. | | | 2,787 | | | | 89,073 | | |
Host Hotels & Resorts, Inc. | | | 4,401 | | | | 80,406 | | |
Iron Mountain, Inc. | | | 1,462 | | | | 50,234 | | |
Kimco Realty Corp. | | | 2,532 | | | | 46,462 | | |
Mid-America Apartment Communities, Inc. | | | 674 | | | | 71,026 | | |
Prologis, Inc. | | | 3,155 | | | | 185,009 | | |
Public Storage | | | 889 | | | | 185,383 | | |
Realty Income Corp. | | | 1,624 | | | | 89,612 | | |
Regency Centers Corp. | | | 869 | | | | 54,434 | | |
Simon Property Group, Inc. | | | 1,856 | | | | 300,228 | | |
SL Green Realty Corp. | | | 605 | | | | 64,009 | | |
The Macerich Co. | | | 708 | | | | 41,106 | | |
UDR, Inc. | | | 1,590 | | | | 61,962 | | |
Ventas, Inc. | | | 2,111 | | | | 146,672 | | |
Vornado Realty Trust | | | 1,025 | | | | 96,248 | | |
Welltower, Inc. | | | 2,178 | | | | 163,023 | | |
Weyerhaeuser Co. | | | 4,468 | | | | 149,678 | | |
| | | 3,612,400 | | |
Telecommunication Services (2.1%): | |
AT&T, Inc. | | | 36,573 | | | | 1,379,899 | | |
CenturyLink, Inc. (b) | | | 3,265 | | | | 77,968 | | |
Level 3 Communications, Inc. (a) | | | 1,741 | | | | 103,241 | | |
Verizon Communications, Inc. | | | 24,266 | | | | 1,083,720 | | |
| | | 2,644,828 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares or Principal Amount | | Value | |
Utilities (3.2%): | |
AES Corp. | | | 3,926 | | | $ | 43,617 | | |
Alliant Energy Corp. | | | 1,355 | | | | 54,430 | | |
Ameren Corp. | | | 1,443 | | | | 78,889 | | |
American Electric Power Co., Inc. | | | 2,924 | | | | 203,130 | | |
American Water Works Co., Inc. | | | 1,059 | | | | 82,549 | | |
CenterPoint Energy, Inc. | | | 2,562 | | | | 70,148 | | |
CMS Energy Corp. | | | 1,667 | | | | 77,099 | | |
Consolidated Edison, Inc. | | | 1,816 | | | | 146,769 | | |
Dominion Resources, Inc. | | | 3,741 | | | | 286,672 | | |
DTE Energy Co. | | | 1,067 | | | | 112,878 | | |
Duke Energy Corp. | | | 4,164 | | | | 348,069 | | |
Edison International | | | 1,937 | | | | 151,454 | | |
Entergy Corp. | | | 1,067 | | | | 81,914 | | |
Eversource Energy | | | 1,885 | | | | 114,438 | | |
Exelon Corp. | | | 5,508 | | | | 198,674 | | |
FirstEnergy Corp. | | | 2,639 | | | | 76,953 | | |
NextEra Energy, Inc. | | | 2,784 | | | | 390,122 | | |
NiSource, Inc. | | | 1,924 | | | | 48,793 | | |
NRG Energy, Inc. | | | 1,880 | | | | 32,374 | | |
PG&E Corp. | | | 3,037 | | | | 201,566 | | |
Pinnacle West Capital Corp. | | | 663 | | | | 56,461 | | |
PPL Corp. | | | 4,064 | | | | 157,114 | | |
Public Service Enterprise Group, Inc. | | | 3,010 | | | | 129,460 | | |
SCANA Corp. | | | 850 | | | | 56,959 | | |
Sempra Energy | | | 1,491 | | | | 168,110 | | |
The Southern Co. | | | 5,917 | | | | 283,306 | | |
WEC Energy Group, Inc. | | | 1,877 | | | | 115,210 | | |
Xcel Energy, Inc. | | | 3,020 | | | | 138,558 | | |
| | | 3,905,716 | | |
Total Common Stocks (Cost $46,172,660) | | | 123,490,373 | | |
U.S. Treasury Obligations (0.1%) | |
U.S. Treasury Notes, 3.13%, 5/15/19 | | $ | 145,000 | | | | 149,679 | | |
Total U.S. Treasury Obligations (Cost $144,321) | | | 149,679 | | |
Collateral for Securities Loaned (0.2%) | |
Fidelity Investments Money Market Government Portfolio, Class I, 0.86% (c) | | | 211,165 | | | | 211,165 | | |
JPMorgan U.S. Government Money Market Fund, Institutional Class, 0.82% (c) | | | 39,613 | | | | 39,613 | | |
Total Collateral for Securities Loaned (Cost $250,778) | | | 250,778 | | |
Total Investments (Cost $46,567,759) — 99.2% | | | 123,890,830 | | |
Other assets in excess of liabilities — 0.8% | | | 1,040,927 | | |
NET ASSETS — 100.00% | | $ | 124,931,757 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate periodically changes. Rate disclosed is the daily yield on June 30, 2017.
PLC — Public Liability Co.
Futures Contracts Purchased
| | Number of Contracts | | Expiration Date | | Notional Amount at Value | | Unrealized Depreciation | |
E-Mini S&P 500 Futures | | | 10 | | | 9/15/17 | | $ | 1,210,450 | | | $ | (5,915 | ) | |
See notes to financial statements.
14
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2017 | |
(Unaudited)
| | Victory S&P 500 Index VIP Series | |
ASSETS: | |
Investments, at value (Cost $46,567,759) | | $ | 123,890,830 | (a) | |
Cash and cash equivalents | | | 958,568 | | |
Deposits with brokers for futures contracts | | | 246,839 | | |
Interest and dividends receivable | | | 125,128 | | |
Receivable for capital shares issued | | | 2,671 | | |
Variation margin receivable on open futures contracts | | | 450 | | |
Receivable from Adviser | | | 21,657 | | |
Prepaid expenses | | | 4,097 | | |
Total Assets | | | 125,250,240 | | |
LIABILITIES: | |
Collateral for Securities Loaned | | | 250,778 | | |
Payable for capital shares redeemed | | | 25,458 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 25,952 | | |
Administration fees | | | 6,286 | | |
Custodian fees | | | 6,611 | | |
Other accrued expenses | | | 3,398 | | |
Total Liabilities | | | 318,483 | | |
NET ASSETS: | |
Capital | | | 48,499,384 | | |
Accumulated net investment income | | | 1,098,694 | | |
Accumulated net realized losses from investments | | | (1,983,477 | ) | |
Net unrealized appreciation on investments | | | 77,317,156 | | |
Net Assets | | $ | 124,931,757 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 7,154,575 | | |
Net asset value: | | $ | 17.46 | | |
(a) Includes $242,542 of securities on loan.
See notes to financial statements.
15
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2017 | |
(Unaudited)
| | Victory S&P 500 Index VIP Series | |
Investment Income: | |
Dividend income | | $ | 1,263,723 | | |
Interest income | | | 4,331 | | |
Securities lending income | | | 523 | | |
Total Income | | | 1,268,577 | | |
Expenses: | |
Investment advisory fees | | | 154,491 | | |
Administration fees | | | 37,538 | | |
Custodian fees | | | 17,943 | | |
Transfer agent fees | | | 1,219 | | |
Trustees' fees | | | 4,036 | | |
Chief Compliance Officer fees | | | 369 | | |
Legal and audit fees | | | 9,054 | | |
Interest expense on line of credit | | | 123 | | |
Printing fees | | | 2,995 | | |
Other expenses | | | 4,566 | | |
Total Expenses | | | 232,334 | | |
Expenses waived/reimbursed by Adviser | | | (59,269 | ) | |
Net Expenses | | | 173,065 | | |
Net Investment Income | | | 1,095,512 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains from securities transactions | | | 3,759,855 | | |
Net realized gains from futures transactions | | | 104,470 | | |
Net change in unrealized appreciation/depreciation on investments | | | 6,047,899 | | |
Net change in unrealized appreciation/depreciation on futures transactions | | | (8,016 | ) | |
Net realized/unrealized gains on investments | | | 9,904,208 | | |
Change in net assets resulting from operations | | $ | 10,999,720 | | |
See notes to financial statements.
16
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory S&P 500 Index VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | |
| | (unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income | | $ | 1,095,512 | | | $ | 2,146,639 | | |
Net realized gains from investment transactions | | | 3,864,325 | | | | 6,857,161 | | |
Net change in unrealized appreciation/depreciation on investments | | | 6,039,883 | | | | 3,907,617 | | |
Change in net assets resulting from operations | | | 10,999,720 | | | | 12,911,417 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (2,343,863 | ) | |
From net realized gains | | | — | | | | (2,055,690 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (4,399,553 | ) | |
Change in net assets resulting from capital transactions | | | (6,225,286 | ) | | | (7,123,857 | ) | |
Capital Contribution from Prior Custodian, Net (See Note 7) | | | — | | | | 17,392 | | |
Change in net assets | | | 4,774,434 | | | | 1,405,399 | | |
Net Assets: | |
Beginning of period | | | 120,157,323 | | | | 118,751,924 | | |
End of period | | $ | 124,931,757 | | | $ | 120,157,323 | | |
Accumulated net investment income | | $ | 1,098,694 | | | $ | 3,182 | | |
Capital Transactions: | |
Proceeds from shares issued | | | 4,615,094 | | | | 7,806,135 | | |
Distributions reinvested | | | — | | | | 4,399,553 | | |
Cost of shares redeemed | | | (10,840,380 | ) | | | (19,329,545 | ) | |
Change in net assets resulting from capital transactions | | | (6,225,286 | ) | | | (7,123,857 | ) | |
Share Transactions: | |
Issued | | | 273,913 | | | | 507,523 | | |
Reinvested | | | — | | | | 273,945 | | |
Redeemed | | | (639,299 | ) | | | (1,261,587 | ) | |
Change in Shares | | | (365,386 | ) | | | (480,119 | ) | |
See notes to financial statements.
17
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | Victory S&P 500 Index VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | | Year Ended December 31, 2012 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 15.98 | | | $ | 14.84 | | | $ | 14.97 | | | $ | 13.43 | (a) | | $ | 10.35 | | | $ | 9.12 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.15 | (a) | | | 0.28 | (a) | | | 0.27 | (a) | | | 0.24 | | | | 0.23 | | | | 0.20 | | |
Net realized and unrealized gains(losses) on investments | | | 1.33 | | | | 1.46 | | | | (0.12 | ) | | | 1.56 | | | | 3.08 | | | | 1.23 | | |
Total from Investment Activities | | | 1.48 | | | | 1.74 | | | | 0.15 | | | | 1.80 | | | | 3.31 | | | | 1.43 | | |
Distributions: | |
Net investment income | | | — | | | | (0.32 | ) | | | (0.28 | ) | | | (0.26 | ) | | | (0.23 | ) | | | (0.20 | ) | |
Net realized gains from investments | | | — | | | | (0.28 | ) | | | — | | | | — | | | | — | | | | — | | |
Total Distributions | | | — | | | | (0.60 | ) | | | (0.28 | ) | | | (0.26 | ) | | | (0.23 | ) | | | (0.20 | ) | |
Capital Contributions from Prior Custodian, Net (See Note 7) | | | — | | | | — | (b) | | | — | | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 17.46 | | | $ | 15.98 | | | $ | 14.84 | | | $ | 14.97 | | | $ | 13.43 | | | $ | 10.35 | | |
Total Return (c) (d) | | | 9.26 | % | | | 11.75 | %(e) | | | 1.03 | % | | | 13.42 | % | | | 32.01 | % | | | 15.68 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 124,932 | | | $ | 120,157 | | | $ | 118,752 | | | $ | 129,723 | | | $ | 133,040 | | | $ | 112,834 | | |
Ratio of net expenses to average net assets (f) | | | 0.28 | % | | | 0.28 | % | | | 0.28 | % | | | 0.28 | % | | | 0.28 | % | | | 0.28 | % | |
Ratio of net investment income (loss) to average net assets (f) | | | 1.77 | % | | | 1.84 | % | | | 1.75 | % | | | 1.73 | % | | | 1.80 | % | | | 1.97 | % | |
Ratio of gross expenses to average net assets (f) (g) | | | 0.38 | % | | | 0.37 | % | | | 0.39 | % | | | 0.37 | % | | | 0.36 | % | | | 0.41 | % | |
Portfolio turnover (d) | | | 2 | % | | | 4 | % | | | 3 | % | | | 3 | % | | | 2 | % | | | 3 | % | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Amount is less than $0.005 per share.
(c) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc's variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
(d) Not annualized for periods less than one year.
(e) The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.01% for the period shown. (See Note 7)
(f) Annualized for periods less than one year.
(g) During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.
See notes to financial statements.
18
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2017 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") was organized on February 11, 1998 as a Delaware statutory trust. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified open-end management investment company, and thus follows accounting and reporting guidance for investment companies. The Trust is comprised of nine funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.
The accompanying financial statements are those of the Victory S&P 500 Index VIP Series (the "Fund"). The Fund offers a single class of shares: Class I Shares. Sales of shares of the Fund may only be made to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. ("GIAC") that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"). The Fund seeks to track the investment performance of the Standard & Poor's 500 Composite Stock Price Index ("S&P 500"), which emphasizes securities issued by large U.S. companies.
Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Investment Valuation:
The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:
• Level 1 — quoted prices in active markets for identical securities
• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)
• Level 3 — significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Trust determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.
Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded or at the NASDAQ Official Closing Price. If there have been no
19
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
Debt securities of U.S. issuers (other than short-term investments maturing in 60 days or less), including corporate and municipal securities, are valued on the basis of bid valuations provided by dealers or an independent pricing service approved by the Trust's Board of Trustees (the "Board"). Short-term investments maturing in 60 days or less may be valued at amortized cost, which approximates market value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. These valuations are typically categorized as Level 2 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy.
For the six months ended June 30, 2017, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.
A summary of the valuations as of June 30, 2017, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is included in the Schedule of Portfolio Investments:
| | LEVEL 1 — Quoted Prices | | LEVEL 2 — Other Significant Observable Inputs | | Total | |
| | Investments in Securities | | Other Financial Investments^ | | Investments in Securities | | Other Financial Investments^ | | Investments in Securities | | Other Financial Investments^ | |
Common Stocks | | $ | 123,490,373 | | | $ | — | | | $ | — | | | $ | — | | | $ | 123,490,373 | | | $ | — | | |
U.S. Treasury Obligations | | | — | | | | — | | | | 149,679 | | | | — | | | | 149,679 | | | | — | | |
Collateral for Securities Loaned | | | 250,778 | | | | — | | | | — | | | | — | | | | 250,778 | | | | — | | |
Futures Contracts | | | — | | | | (5,915 | ) | | | — | | | | — | | | | — | | | | (5,915 | ) | |
Total | | | 123,741,151 | | | | (5,915 | ) | | | 149,679 | | | | — | | | | 123,890,830 | | | | (5,915 | ) | |
^ Other Financial instruments include any derivative instruments not reflected in the Schedule of Portfolio Investments as Investment Securities, such as futures contracts, forward contracts and swap agreements. These instruments are generally recorded in the financial statements at the unrealized gain or loss on the investment.
There were no transfers between Level 1 and Level 2 as of June 30, 2017.
Exchange-Traded Funds:
The Fund may invest in exchange-traded funds ("ETFs"). ETFs are a type of index fund, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
Investment Companies:
The Fund may invest in portfolios of open-end or closed-end investment companies (the "Underlying Funds"). The Underlying Funds value securities in their portfolios for which market
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the Underlying Funds.
Open-end funds are valued at their respective net asset values as reported by such investment companies. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Funds will not change.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank N.A ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked to market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted in the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Fund's Schedule of Portfolio Investments. The Fund continues to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral. The Fund pays various fees in connection with the investment of cash collateral. The Fund pays the Agent fees based on the investment income received from securities lending activities. Securities lending income is disclosed in the Fund's Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.
Securities lending transactions are entered into by the Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The following table is a summary of the Fund's securities lending transactions accounted for as secured borrowings with an overnight and continuous contractual maturity, which are subject to offset under the MSLA as of June 30, 2017:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Value of Non-Cash Collateral Received | | Net Amount | |
$ | 242,542 | | | $ | 242,542 | | | $ | — | | | $ | 8,236 | | |
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
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Summary of Derivative Instruments:
The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, for the six months ended June 30, 2017.
Assets | | Liabilities | |
Variation Margin on Futures Contracts* | | Variation Margin on Futures Contracts* | |
$ | — | | | $ | (5,915 | ) | |
* Includes cumulative appreciation/depreciation of futures contracts and cumulative unrealized gain (loss) on credit default swap agreements as reported on the Schedules of Portfolio Investments. Only current day's variation margin for both futures contracts and credit default swap agreements are reported within the Statement of Assets and Liabilities.
The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended June 30, 2017.
Realized Gain (Loss) on Derivatives Recognized as a Result from Operations | | Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized as a Result of Operations | |
Net Realized Gains (Losses) on Futures Contracts | | Change in Net Unrealized Appreciation/Depreciation on Future Contracts | |
$ | 104,470 | | | $ | (8,016 | ) | |
All open derivative positions at period end are reflected on the Fund's Schedule of Portfolio Investments. The notional amount of open derivative positions relative to the Fund's net assets at period end is generally representative of the notional amount of open positions to net assets throughout the period.
Dividends to Shareholders:
Dividends from net investment income, if any, are declared and paid quarterly by the Fund. Distributable net realized gains, if any, are declared and distributed at least annually. The amounts of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature (e.g., reclass of market discounts), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.
Federal Income Taxes:
It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of December 31.
Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
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Allocations:
Expenses directly attributable to the Fund are charged to the Fund, while expenses which are attributable to more than one fund jointly with an affiliated trust, are allocated among the Fund and respective funds in the affiliated trust based upon net assets or another appropriate basis.
Affiliated Securities Transactions:
Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. During the six months ended June 30, 2017, the Fund did not engage in any Rule 17a-7 transactions under the 1940 Act.
3. Purchases and Sales of Securities:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2017 were as follows for the Fund:
Purchases | | Sales | |
$ | 1,982,998 | | | $ | 7,158,667 | | |
There were no purchases or sales of U.S. Government Securities during the period.
4. Fees and Transactions with Affiliates and Related Parties:
Investment advisory services are provided to the Fund by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly owned subsidiary of Victory Capital Holdings, Inc. ("VCH"). A majority of the interest in VCH is owned by Crestview Partners II, L.P. and its affiliated funds with a substantial minority interest owned by employees of the Adviser.
Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive 0.25% of the average daily net assets of the Fund. The Adviser may use its resources to assist with the Fund's distribution and marketing expenses.
VCM also serves as the Fund's administrator and fund accountant. Under an Administration and Fund Accounting Agreement effective as of November 7, 2016, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Trusts"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Trusts and 0.04% of the average daily net assets over $30 billion of the Trusts.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund under a Sub-Administration Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.
FIS Investor Services LLC ("FIS"), serves as the Fund's transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.
Effective July 1, 2017, Colin Kinney serves as the Trust's Chief Compliance Officer ("CCO"). The CCO is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to Provide Compliance Services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
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in accordance with Rule 38a-1 under the 1940 Act. The Funds in the Victory Funds complex, in the aggregate, compensate the Adviser for these services. Prior to July 1, 2017, EJV Financial Services LLC served as the Trust's CCO. Under the terms of the agreement, the Funds within the Trust, Victory Portfolios, Victory Portfolios II and Victory Institutional Funds (collectively, the "Victory Trusts") paid EJV Financial Services LLC $220,000 annually for CCO consulting services.
Morrison & Foerster LLP provides legal services to the Trust.
Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust.
Effective August 1, 2016, the Adviser has entered into an expense limitation agreement with the Fund until at least July 29, 2018. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund, such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limitation agreement. As of June 30, 2017, the expense limit is 0.28%.
The Funds have agreed to repay fees that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2017, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended, if any, are reflected on the Statement of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
Expires 12/31/2019 | | Expires 12/31/2020 | |
$ | 36,542 | | | $ | 59,269 | | |
The Adviser, Citi, or other service providers, may voluntarily waive or reimburse additional fees to assist the Fund in maintaining a competitive expense ratio. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time.
Certain officers and/or interested trustees of the Funds are also officers of the Adviser, Administrator and Fund Accountant, Legal and CCO.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
An investment in the Fund's shares represents an indirect investment in the securities owned by the Fund, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Fund invests, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Fund invests may affect the value of the Fund's shares. An investment in the Fund's shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Fund's distributions.
The Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to financial instruments entered into by the Fund. The Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Fund may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Fund may obtain only limited recovery or may obtain no recovery in such circumstances. The Fund typically enters into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Fund's adviser to be of comparable quality.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
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6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Trusts participate in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank as of July 29, 2016, the Victory Trusts may borrow up to $250 million, of which $100 million is committed and $150 million is uncommitted. $40 million of the line of credit is reserved for use by the Victory RS Floating Rate Fund, a series of Victory Portfolios, with that Fund paying the related commitment fees for that amount. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. Prior to July 29, 2016, The agreement was subsequently amended on July 28, 2017 with a new termination date of July 27, 2018. For the six months ended June 30, 2017, Citibank earned approximately $74,384 for Line of Credit fees. Each fund in the Victory Trusts pays a pro-rata portion of this commitment fee plus any interest on amounts borrowed.
There were no loans for the Fund during the six months ended June 30, 2017.
Interfund Lending:
The Trust and Adviser received an exemptive order granted by the SEC on March 28, 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Board approved the Interfund Lending Policy and Procedures relating to the Facility on May 24, 2017. The Facility allows the Funds to directly lend and borrow money to or from any Victory fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Fund's borrowing restrictions. The Interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate.
As of June 30, 2017, the Facility was not yet in operations and the Fund had no outstanding loans to or from another Fund under this Facility.
7. Capital Contribution from Prior Custodian:
The Fund received notification from its prior custodian, State Street Bank and Trust ("State Street"), related to over-billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014, the end of the Fund's contract with State Street. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.
State Street paid the refunded amounts during January 2017. Based on billing information received from State Street and an analysis of any expense limitation agreements that were in place during the period of the over-billing, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.
The portion of the refund retained by the Fund was accounted for as a capital contribution and is reflected on the Statements of Changes in Net Assets and the Financial Highlights as "Capital Contribution from Prior Custodian, Net".
8. Federal Income Tax Information:
The tax character of current year distributions paid and the tax basis of current components of accumulated earnings/(deficit) will be determined at the end of the current tax year ending December 31, 2017.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
The tax character of distributions paid during the most recent fiscal year ended December 31, 2016 were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):
Year Ended December 31, 2016 | |
Distributions paid from | |
Ordinary Income | | Net Long-Term Capital Gains | | Return of Capital | | Total Distributions Paid | |
$ | 2,343,863 | | | $ | 2,055,690 | | | $ | — | | | $ | 4,399,553 | | |
As of the most recent tax year ended December 31, 2016, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 3,182 | | | $ | 288,728 | | | $ | — | | | $ | 65,140,743 | | | $ | 65,432,653 | | |
*The difference between the book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to tax deferral of losses on wash sales.
During the tax year ended December 31, 2016, the Fund did not utilize any capital loss carryforwards.
As of June 30, 2017, the cost basis for federal income tax purposes, gross unrealized appreciation and gross unrealized depreciation were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 51,928,667 | | | $ | 26,281,556 | | | $ | (6,365,551 | ) | | $ | 19,916,005 | | |
9. Fund Ownership:
Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the Fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2017, the shareholders listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund.
Shareholder | | Percent | |
GIAC | | | 100 | % | |
10. Investment Company Modernization:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules which introduce two new regulatory reporting forms for investment companies — Form N-PORT and Form N-CEN — also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the Fund's financial statements. The adoption will have no effect on the Fund's net assets or results of operations.
11. Subsequent Events:
The Fund has evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Fund's financial statements.
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Victory Variable Insurance Funds | | Supplemental Information June 30, 2017 | |
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Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees nine portfolios in the Trust, one portfolio in Victory Institutional Funds, 46 portfolios in Victory Portfolios and 23 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. Each Trustee's address is c/o Victory Variable Insurance Funds, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, 65 | | Trustee | | May 2005 | | Consultant (since 2006). | | FBR Funds (2011-2012); Chairman, Board of Trustees, Turner Funds (December 2016-present). | |
Nigel D. T. Andrews, 70 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Carlyle GMS Finance, Inc. (since 2012); Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 66* | | Trustee | | May 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 73 | | Trustee | | July 2016 | | Retired since May 2010; Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | | None. | |
Sally M. Dungan, 63 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
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Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, 64 | | Trustee | | February 2015 | | Adviser, Endgate Commodities LLC (since January 2016); Managing Partner, Endgate Commodities LLC (August 2014 to January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 60* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 56 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm; Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | | TriLinc Global Impact Fund, LLC (2012-Present). | |
Leigh A. Wilson, 72 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013) and Director (since 2012 and March-October 2008), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 45** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), President — Investments and Operations (2010-2011) and Chief Operating Officer (2004-2011), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | None. | |
* The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
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Officers:
The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Except for the Chief Compliance Officer, the officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Age | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, 55 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 48 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 43 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013); Associate, Dechert LLP (2001-2010). | |
Christopher E. Sabato, 48 | | Treasurer** | | May 2006-May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. | |
Allan Shaer, 52 | | Treasurer | | May 2017 | | Senior Vice President, Citi Investor Services (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Edward J. Veilleux, 74 | | Chief Compliance Officer*** | | October 2005 | | President of EJV Financial Services (mutual fund consulting). | |
Chuck Booth, 57 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, 63 | | Assistant Secretary | | December 1997 | | Partner, Morrison & Foerster LLP. | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
** On May 24, 2017, Mr. Sabato resigned his position with the Trust.
*** On July 1, 2017, Edward J. Veilleux resigned his position and Colin Kinney accepted the position with the Trust.
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
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Proxy Voting and Form N-Q Information
Proxy Voting:
Information regarding the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the Securities and Exchange Commission's ("SEC") website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent six months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Investments:
The Trust files a complete list of Schedules of Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's website at www.sec.gov. You may also review or, for a fee, copy those documents by visiting the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 202-551-8090.
Expense Examples
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.
Actual Expenses:
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,092.60 | | | $ | 1.45 | | | | 0.28 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
Hypothetical Example for Comparison Purposes:
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,023.41 | | | $ | 1.40 | | | | 0.28 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
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Portfolio Holdings:
(As a Percentage of Total Investments)
32
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SPIVIP-SAR (6/17)
June 30, 2017
Semi Annual Report
Victory Variable Insurance Funds
Victory Sophus Emerging Markets VIP Series
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Victory Variable Insurance Funds
Table of Contents
Financial Statements | |
Schedule of Portfolio Investments | | | 3 | | |
Statement of Assets and Liabilities | | | 10 | | |
Statement of Operations | | | 11 | | |
Statements of Changes in Net Assets | | | 12 | | |
Financial Highlights | | | 13 | | |
Notes to Financial Statements | | | 14 | | |
Supplemental Information | |
Trustee and Officer Information | | | 22 | | |
Proxy Voting and Form N-Q Information | | | 25 | | |
Expense Examples | | | 25 | | |
Portfolio Holdings | | | 27 | | |
The Fund is distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Fund and receives fees from the Fund for performing services for the Fund.
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Fund.
For additional information about any Victory Fund, including fees, expenses, and risks, view our prospectus online at www.vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE
• MAY LOSE VALUE
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
1
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2
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Common Stocks (98.4%) | |
Argentina (1.1%): | |
Energy (0.6%): | |
Transportadora de Gas del Sur SA, ADR (b) | | | 18,470 | | | $ | 306,787 | | |
Financials (0.5%): | |
Grupo Supervielle SA, ADR | | | 15,426 | | | | 278,902 | | |
| | | 585,689 | | |
Brazil (7.3%): | |
Consumer Discretionary (1.1%): | |
Cvc Brasil Operadora E Agencia de Viagens SA | | | 28,500 | | | | 277,402 | | |
Grendene SA | | | 40,200 | | | | 309,483 | | |
| | | 586,885 | | |
Consumer Staples (0.5%): | |
M Dias Branco SA | | | 19,800 | | | | 296,196 | | |
Financials (2.5%): | |
Banco Bradesco SA, ADR | | | 124,471 | | | | 1,058,004 | | |
BTG Pactual Group (b) | | | 69,900 | | | | 315,070 | | |
| | | 1,373,074 | | |
Health Care (0.5%): | |
Qualicorp SA | | | 28,900 | | | | 251,718 | | |
Industrials (1.2%): | |
Azul SA, ADR (b) | | | 16,396 | | | | 345,628 | | |
EcoRodovias Infraestrutura e Logistica SA | | | 102,700 | | | | 321,218 | | |
| | | 666,846 | | |
Materials (0.7%): | |
Vale SA, ADR | | | 47,083 | | | | 411,976 | | |
Utilities (0.8%): | |
Energisa SA | | | 61,100 | | | | 438,102 | | |
| | | 4,024,797 | | |
China (23.9%): | |
Consumer Discretionary (1.5%): | |
China Yongda Automobiles Services Holdings Ltd. (c) | | | 318,500 | | | | 324,305 | | |
Tarena International, Inc., ADR | | | 27,437 | | | | 491,396 | | |
| | | 815,701 | | |
Energy (1.5%): | |
China Petroleum & Chemical Corp., Class H | | | 584,000 | | | | 457,288 | | |
China Shenhua Energy Co. Ltd. | | | 164,000 | | | | 364,891 | | |
| | | 822,179 | | |
Financials (7.0%): | |
Bank of China Ltd. | | | 2,382,000 | | | | 1,168,091 | | |
China Construction Bank Corp. | | | 1,880,638 | | | | 1,462,518 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Ping An Insurance Group Co. of China Ltd. | | | 188,000 | | | $ | 1,238,471 | | |
| | | 3,869,080 | | |
Industrials (2.0%): | |
China Communications Construction Co. Ltd. | | | 389,000 | | | | 501,070 | | |
Weichai Power Co. Ltd. | | | 704,000 | | | | 615,241 | | |
| | | 1,116,311 | | |
Information Technology (11.1%): | |
Alibaba Group Holding Ltd., ADR (b) | | | 18,462 | | | | 2,601,296 | | |
Chinasoft International Ltd. | | | 682,000 | | | | 361,323 | | |
NetEase, Inc., ADR | | | 2,093 | | | | 629,218 | | |
Tencent Holdings Ltd. | | | 58,030 | | | | 2,081,891 | | |
YY, Inc., ADR (b) | | | 7,593 | | | | 440,622 | | |
| | | 6,114,350 | | |
Materials (0.8%): | |
Anhui Conch Cement Co. Ltd. | | | 130,500 | | | | 453,547 | | |
| | | 13,191,168 | | |
Cyprus (1.1%): | |
Industrials (0.6%): | |
Global Trans, Registered Shares, GDR | | | 44,695 | | | | 340,202 | | |
Information Technology (0.5%): | |
QIWI PLC, ADR | | | 11,310 | | | | 279,131 | | |
| | | 619,333 | | |
Greece (0.5%): | |
Energy (0.5%): | |
Motor Oil (Hellas) Corinth Refineries SA | | | 13,773 | | | | 299,760 | | |
Hong Kong (3.3%): | |
Consumer Discretionary (2.4%): | |
China Maple Leaf Educational Systems Ltd. | | | 434,000 | | | | 354,562 | | |
Haier Electronics Group Co. Ltd. | | | 156,000 | | | | 405,598 | | |
Man Wah Holdings Ltd. | | | 282,800 | | | | 253,869 | | |
Melco International Development Ltd. | | | 124,000 | | | | 331,756 | | |
| | | 1,345,785 | | |
Health Care (0.7%): | |
CSPC Pharmaceutical Group Ltd. | | | 244,000 | | | | 356,400 | | |
Real Estate (0.2%): | |
Shimao Property Holdings, Ltd. | | | 67,000 | | | | 114,597 | | |
| | | 1,816,782 | | |
Hungary (1.4%): | |
Energy (0.7%): | |
MOL Hungarian Oil & Gas PLC | | | 4,503 | | | | 353,895 | | |
Financials (0.7%): | |
OTP Bank Public Co. Ltd. | | | 11,963 | | | | 400,642 | | |
| | | 754,537 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
India (8.2%): | |
Consumer Discretionary (1.2%): | |
Apollo Tyres Ltd. | | | 84,954 | | | $ | 316,168 | | |
Exide Industries Ltd. | | | 110,947 | | | | 378,066 | | |
| | | 694,234 | | |
Consumer Staples (1.1%): | |
ITC Ltd. | | | 118,179 | | | | 591,252 | | |
Energy (0.4%): | |
Oil & Natural Gas Corp. Ltd. | | | 87,909 | | | | 213,834 | | |
Financials (2.9%): | |
Bank of Baroda | | | 128,782 | | | | 321,766 | | |
Dewan Housing Finance Corp. Ltd. | | | 40,283 | | | | 272,414 | | |
Manappuram Finance Ltd. | | | 183,143 | | | | 277,374 | | |
Yes Bank Ltd. | | | 31,736 | | | | 718,035 | | |
| | | 1,589,589 | | |
Industrials (1.0%): | |
Larsen & Toubro Ltd. | | | 20,776 | | | | 542,148 | | |
Information Technology (0.8%): | |
HCL Technologies Ltd. | | | 32,555 | | | | 428,568 | | |
Utilities (0.8%): | |
Power Grid Corp. of India Ltd. | | | 137,165 | | | | 446,687 | | |
| | | 4,506,312 | | |
Indonesia (3.7%): | |
Energy (0.5%): | |
PT United Tractors TBK | | | 137,400 | | | | 282,851 | | |
Financials (1.8%): | |
PT Bank Rakyat Indonesia Persero TBK | | | 569,500 | | | | 649,941 | | |
PT Bank Tabungan Negara Persero TBK | | | 1,716,500 | | | | 335,341 | | |
| | | 985,282 | | |
Industrials (0.4%): | |
PT Pembangunan Perumahan Persero TBK | | | 954,900 | | | | 223,949 | | |
Telecommunication Services (1.0%): | |
PT Telekomunikasi Indonesia Persero TBK | | | 1,633,800 | | | | 554,929 | | |
| | | 2,047,011 | | |
Korea, Republic Of (15.8%): | |
Consumer Discretionary (1.6%): | |
Mando Corp. | | | 2,645 | | | | 595,817 | | |
Shinsegae, Inc. | | | 1,515 | | | | 303,960 | | |
| | | 899,777 | | |
Consumer Staples (0.4%): | |
GS Retail Co. Ltd. | | | 5,331 | | | | 240,429 | | |
Energy (0.6%): | |
SK Innovation Co. Ltd. | | | 2,489 | | | | 344,793 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Financials (3.3%): | |
KB Financial Group, Inc. | | | 17,369 | | | $ | 877,157 | | |
KIWOOM Securities Co. Ltd. | | | 3,682 | | | | 300,378 | | |
Shinhan Financial Group Co. Ltd. | | | 14,527 | | | | 626,907 | | |
| | | 1,804,442 | | |
Industrials (1.6%): | |
Hyundai Construction Equipment Co. Ltd. (b) | | | 1,694 | | | | 509,429 | | |
Hyundai Engineering & Construction Co. Ltd. | | | 8,868 | | | | 357,336 | | |
| | | 866,765 | | |
Information Technology (6.6%): | |
LG Innotek Co. Ltd. | | | 2,090 | | | | 301,581 | | |
Samsung Electronics Co. Ltd. | | | 1,444 | | | | 3,008,252 | | |
SFA Engineering Corp. | | | 8,114 | | | | 319,234 | | |
| | | 3,629,067 | | |
Materials (1.7%): | |
LG Chem Ltd. | | | 2,241 | | | | 570,400 | | |
POSCO, ADR | | | 5,607 | | | | 350,942 | | |
| | | 921,342 | | |
| | | 8,706,615 | | |
Luxembourg (0.6%): | |
Materials (0.6%): | |
Ternium SA, ADR | | | 11,435 | | | | 321,209 | | |
Malaysia (2.1%): | |
Consumer Discretionary (0.7%): | |
Genting Malaysia BHD | | | 293,900 | | | | 376,740 | | |
Financials (1.0%): | |
Bursa Malaysia BHD | | | 120,700 | | | | 298,228 | | |
CIMB Group Holdings BHD | | | 158,100 | | | | 242,475 | | |
| | | 540,703 | | |
Industrials (0.4%): | |
Pos Malaysia BHD | | | 193,900 | | | | 239,341 | | |
| | | 1,156,784 | | |
Mexico (2.8%): | |
Consumer Staples (0.7%): | |
Coca-Cola Femsa, ADR | | | 4,557 | | | | 385,841 | | |
Financials (1.3%): | |
Grupo Financiero Banorte SAB de CV | | | 115,323 | | | | 731,807 | | |
Materials (0.8%): | |
Grupo Mexico SAB de CV, Series B | | | 147,591 | | | | 414,727 | | |
| | | 1,532,375 | | |
Netherlands (0.5%): | |
Telecommunication Services (0.5%): | |
Veon Ltd., ADR | | | 65,339 | | | | 255,475 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Philippines (0.5%): | |
Consumer Discretionary (0.5%): | |
Bloomberry Resorts Corp. (b) | | | 1,427,500 | | | $ | 261,466 | | |
Russian Federation (2.8%): | |
Consumer Staples (0.5%): | |
X5 Retail Group NV, Registered Shares, GDR (b) | | | 8,224 | | | | 284,723 | | |
Energy (0.9%): | |
LUKOIL PJSC, ADR | | | 10,522 | | | | 513,368 | | |
Financials (0.8%): | |
Sberbank of Russia PJSC, ADR | | | 40,531 | | | | 421,117 | | |
Industrials (0.6%): | |
Aeroflot — Russian Airlines PJSC (b) | | | 97,200 | | | | 322,809 | | |
| | | 1,542,017 | | |
South Africa (5.0%): | |
Consumer Discretionary (2.5%): | |
Naspers Ltd. | | | 6,965 | | | | 1,372,834 | | |
Financials (1.5%): | |
Barclays Africa Group Ltd. | | | 33,674 | | | | 370,584 | | |
Capitec Bank Holdings Ltd. | | | 7,700 | | | | 488,939 | | |
| | | 859,523 | | |
Industrials (0.5%): | |
KAP Industrial Holdings Ltd. | | | 454,086 | | | | 282,350 | | |
Materials (0.5%): | |
Sappi Ltd. | | | 39,012 | | | | 259,843 | | |
| | | 2,774,550 | | |
Taiwan (11.9%): | |
Consumer Discretionary (0.4%): | |
Gourmet Master Co. Ltd. | | | 22,055 | | | | 237,763 | | |
Consumer Staples (0.7%): | |
TCI Co. Ltd. (b) | | | 63,670 | | | | 405,069 | | |
Financials (1.7%): | |
Chailease Holding Co. Ltd. | | | 162,000 | | | | 451,321 | | |
First Financial Holding Co. Ltd. | | | 698,000 | | | | 466,791 | | |
| | | 918,112 | | |
Information Technology (8.3%): | |
All Ring Tech Co. Ltd. | | | 108,000 | | | | 205,397 | | |
ASPEED Technology, Inc. | | | 15,000 | | | | 333,170 | | |
Flexium Interconnect, Inc. | | | 151,000 | | | | 567,847 | | |
Hon Hai Precision Industry Co. Ltd. | | | 321,000 | | | | 1,234,083 | | |
Largan Precision Co. Ltd. | | | 3,000 | | | | 477,707 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 258,259 | | | | 1,764,713 | | |
| | | 4,582,917 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
Security Description | |
Shares | | Fair Value(a) | |
Materials (0.8%): | |
Formosa Plastics Corp. | | | 148,000 | | | $ | 450,951 | | |
| | | 6,594,812 | | |
Thailand (2.8%): | |
Consumer Discretionary (0.6%): | |
MC Group Public Co. Ltd. | | | 600,100 | | | | 323,599 | | |
Energy (0.8%): | |
PTT PCL | | | 40,500 | | | | 440,876 | | |
Financials (0.7%): | |
Krung Thai Bank PCL | | | 746,800 | | | | 413,087 | | |
Materials (0.7%): | |
The Siam Cement PCL | | | 26,600 | | | | 393,025 | | |
| | | 1,570,587 | | |
Turkey (1.8%): | |
Consumer Discretionary (1.2%): | |
Arcelik AS | | | 38,715 | | | | 286,743 | | |
Yatas Yatak ve Yorgan Sanayi ve Ticaret AS (b) | | | 106,561 | | | | 361,864 | | |
| | | 648,607 | | |
Financials (0.6%): | |
Turkiye Garanti Bankasi AS | | | 120,771 | | | | 336,221 | | |
| | | 984,828 | | |
United Arab Emirates (0.7%): | |
Real Estate (0.7%): | |
Emaar Properties PJSC | | | 177,428 | | | | 374,341 | | |
Uruguay (0.6%): | |
Consumer Discretionary (0.6%): | |
Arcos Dorados Holdings, Inc. (b) | | | 42,109 | | | | 313,712 | | |
Total Common Stocks (Cost $43,195,586) | | | 54,234,160 | | |
Preferred Stocks (0.4%) | |
Brazil (0.4%): | |
Industrials (0.4%): | |
Randon SA Implementos e Participacoes (b) | | | 170,100 | | | | 236,229 | | |
Total Preferred Stocks (Cost $261,069) | | | 236,229 | | |
Collateral for Securities Loaned (0.6%) | |
United States (0.6%): | |
Fidelity Investments Money Market Government Portfolio, Class I, 0.86% (d) | | | 265,485 | | | | 265,485 | | |
JPMorgan U.S. Government Money Market Fund, Institutional Class, 0.82% (d) | | | 49,803 | | | | 49,803 | | |
Total Collateral for Securities Loaned (Cost $315,288) | | | 315,288 | | |
Total Investments (Cost $43,771,943) — 99.4% | | | 54,785,677 | | |
Other assets in excess of liabilities — 0.6% | | | 346,296 | | |
NET ASSETS — 100.00% | | $ | 55,131,973 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2017 | |
(Unaudited)
(a) All securities, except those traded on exchanges in the United States (including ADRs), Argentina, Brazil, Mexico and Uruguay were fair valued as of June 30, 2017. See Note 2 for further information.
(b) Non-income producing security.
(c) All or a portion of this security is on loan.
(d) Rate periodically changes. Rate disclosed is the daily yield on June 30, 2017.
ADR — American Depositary Receipt
GDR — Global Depository Receipt
PLC — Public Liability Co.
See notes to financial statements.
9
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2017 | |
(Unaudited)
| | Victory Sophus Emerging Markets VIP Series | |
ASSETS: | |
Investments, at value (Cost $43,771,943) | | $ | 54,785,677 | (a) | |
Foreign currency, at value (Cost $27,301) | | | 27,141 | | |
Cash and cash equivalents | | | 547,053 | | |
Interest and dividends receivable | | | 306,301 | | |
Receivable for capital shares issued | | | 9,912 | | |
Receivable for investments sold | | | 116,922 | | |
Reclaims receivable | | | 1,470 | | |
Prepaid expenses | | | 1,643 | | |
Total Assets | | | 55,796,119 | | |
LIABILITIES: | |
Collateral for securities loaned | | | 315,288 | | |
Accrued foreign capital gains taxes | | | 5,982 | | |
Payable for capital shares redeemed | | | 284,714 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 45,429 | | |
Administration fees | | | 2,654 | | |
Custodian fees | | | 6,751 | | |
Other accrued expenses | | | 3,328 | | |
Total Liabilities | | | 664,146 | | |
NET ASSETS: | |
Capital | | | 44,940,713 | | |
Accumulated net investment income | | | 803,413 | | |
Accumulated net realized losses from investments | | | (1,620,116 | ) | |
Net unrealized appreciation on investments | | | 11,007,963 | | |
Net Assets | | $ | 55,131,973 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 3,434,719 | | |
Net asset value: | | $ | 16.05 | | |
(a) Includes $291,874 of securities on loan.
See notes to financial statements.
10
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2017 | |
(Unaudited)
| | Victory Sophus Emerging Markets VIP Series | |
Investment Income: | |
Dividend income | | $ | 728,230 | | |
Interest income | | | 1,244 | | |
Securities lending income | | | 2,040 | | |
Foreign tax withholding | | | (64,000 | ) | |
Total Income | | | 667,514 | | |
Expenses: | |
Investment advisory fees | | | 266,009 | | |
Administration fees | | | 16,210 | | |
Custodian fees | | | 37,544 | | |
Transfer agent fees | | | 416 | | |
Trustees' fees | | | 1,837 | | |
Chief Compliance Officer fees | | | 123 | | |
Legal and audit fees | | | 7,616 | | |
Commitment fees on line of credit | | | 18 | | |
Printing fees | | | 5,132 | | |
Other expenses | | | 7,852 | | |
Total Expenses | | | 342,757 | | |
Net Investment Income | | | 324,757 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains from securities transactions and foreign currency translations | | | 3,476,706 | | |
Net change in unrealized appreciation/depreciation on investments and foreign currency translations | | | 6,206,930 | | |
Net change in accumulated foreign capital gains taxes on appreciated securities | | | 2,458 | | |
Net realized/unrealized gains on investments | | | 9,686,094 | | |
Change in net assets resulting from operations | | $ | 10,010,851 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory Sophus Emerging Markets VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | |
| | (unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income | | $ | 324,757 | | | $ | 478,078 | | |
Net realized gains/losses from investment transactions | | | 3,476,706 | | | | (2,033,301 | ) | |
Net change in unrealized appreciation/depreciation on investments | | | 6,209,388 | | | | 6,266,715 | | |
Change in net assets resulting from operations | | | 10,010,851 | | | | 4,711,492 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (422,116 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (422,116 | ) | |
Change in net assets resulting from capital transactions | | | (3,513,007 | ) | | | (4,545,138 | ) | |
Capital Contribution from Prior Custodian, Net (See Note 7) | | | — | | | | 463,952 | | |
Change in net assets | | | 6,497,844 | | | | 208,190 | | |
Net Assets: | |
Beginning of period | | | 48,634,129 | | | | 48,425,939 | | |
End of period | | $ | 55,131,973 | | | $ | 48,634,129 | | |
Accumulated net investment income | | $ | 803,413 | | | $ | 478,656 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 1,938,871 | | | $ | 6,115,747 | | |
Distributions reinvested | | | — | | | | 422,116 | | |
Cost of shares redeemed | | | (5,451,878 | ) | | | (11,083,001 | ) | |
Change in net assets resulting from capital transactions | | $ | (3,513,007 | ) | | $ | (4,545,138 | ) | |
Share Transactions: | |
Issued | | | 128,667 | | | | 475,065 | | |
Reinvested | | | — | | | | 32,198 | | |
Redeemed | | | (361,188 | ) | | | (879,591 | ) | |
Change in Shares | | | (232,521 | ) | | | (372,328 | ) | |
See notes to financial statements.
12
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | Victory Sophus Emerging Markets VIP Series | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | | Year Ended December 31, 2012 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 13.26 | | | $ | 11.99 | | | $ | 13.81 | | | $ | 14.79 | | | $ | 18.02 | | | $ | 16.56 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.09 | (a) | | | 0.12 | (a) | | | 0.13 | (a) | | | 0.14 | | | | 0.14 | | | | 0.09 | | |
Net realized and unrealized gains (losses) on investments | | | 2.70 | | | | 1.14 | | | | (1.89 | ) | | | (0.70 | ) | | | (0.94 | ) | | | 2.15 | | |
Total from Investment Activities | | | 2.79 | | | | 1.26 | | | | (1.76 | ) | | | (0.56 | ) | | | (0.80 | ) | | | 2.24 | | |
Distributions: | |
Net investment income | | | — | | | | (0.12 | ) | | | (0.06 | ) | | | (0.15 | ) | | | (0.04 | ) | | | (0.13 | ) | |
Net realized gains from investments | | | — | | | | — | | | | — | | | | (0.27 | ) | | | (2.51 | ) | | | (0.65 | ) | |
Total Distributions | | | — | | | | (0.12 | ) | | | (0.06 | ) | | | (0.42 | ) | | | (2.55 | ) | | | (0.78 | ) | |
Increase from Contribution by Adviser | | | — | | | | — | | | | — | | | | — | | | | 0.12 | | | | — | | |
Capital Contributions from Prior Custodian, Net (See Note 7) | | | — | | | | 0.13 | | | | — | | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 16.05 | | | $ | 13.26 | | | $ | 11.99 | | | $ | 13.81 | | | $ | 14.79 | | | $ | 18.02 | | |
Total Return (b) (c) | | | 21.04 | % | | | 11.57 | %(d) | | | (12.74 | )% | | | (3.71 | )% | | | (3.47 | )% | | | 13.59 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 55,132 | | | $ | 48,634 | | | $ | 48,426 | | | $ | 62,782 | | | $ | 74,908 | | | $ | 92,080 | | |
Ratio of net expenses to average net assets (e) | | | 1.29 | % | | | 1.34 | % | | | 1.35 | % | | | 1.35 | % | | | 1.33 | % | | | 1.27 | % | |
Ratio of net investment income (loss) to average net assets (e) | | | 1.22 | % | | | 0.98 | % | | | 0.92 | % | | | 0.94 | % | | | 0.91 | % | | | 0.66 | % | |
Ratio of gross expenses to average net assets (e) (f) | | | 1.29 | % | | | 1.35 | % | | | 1.35 | % | | | 1.35 | % | | | 1.33 | % | | | 1.27 | % | |
Portfolio turnover (c) | | | 52 | % | | | 102 | % | | | 123 | % | | | 135 | % | | | 248 | % | | | 47 | % | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc's variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
(c) Not annualized for periods less than one year.
(d) The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.95% for the period shown. (See Note 7)
(e) Annualized for periods less than one year.
(f) During the period, certain fees were reduced and/or reimbursed. If such fee reductions and/or reimbursements had not occurred, the ratios would have been as indicated.
See notes to financial statements.
13
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2017 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") was organized on February 11, 1998 as a Delaware statutory trust. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified open-end management investment company, and thus follows accounting and reporting guidance for investment companies. The Trust is comprised of nine funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001 per share.
The accompanying financial statements are those of the Victory Sophus Emerging Markets VIP Series (the "Fund"). The Fund offers a single class of shares: Class I Shares. Sales of shares of the Fund may only be made to certain separate accounts of The Guardian Insurance & Annuity Company, Inc. ("GIAC") that fund certain variable annuity and variable life insurance contracts issued by GIAC. GIAC is a wholly owned subsidiary of The Guardian Life Insurance Company of America ("Guardian Life"). The Fund seeks to provide long-term capital appreciation.
Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Investment Valuation:
The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:
• Level 1 — quoted prices in active markets for identical securities
• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)
• Level 3 — significant unobservable inputs (including the Funds' own assumptions in determining the fair value of investments)
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Trust determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.
Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded or at the NASDAQ Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Debt securities of U.S. issuers (other than short-term investments maturing in 60 days or less), including corporate and municipal securities, are valued on the basis of bid valuations provided by dealers or an independent pricing service approved by the Trust's Board of Trustees (the "Board"). Short-term investments maturing in 60 days or less may be valued at amortized cost, which approximates market value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. These valuations are typically categorized as Level 2 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy.
For the six months ended June 30, 2017, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.
In accordance with procedures adopted by the Board, fair value pricing may be used if events materially affecting the value of foreign securities occur between the time the exchange on which they are traded closes and the time the Fund's net asset value is calculated. The Fund uses a systematic valuation model, provided daily by an independent third party to fair value their international equity securities. These valuations are considered as Level 2 in the fair value hierarchy.
A summary of the valuations as of June 30, 2017, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is included in the Schedule of Portfolio Investments:
| | Level 1 — Quoted Prices | | LEVEL 2 — Other Significant Observable Inputs | | Total | |
| | Investments in Securities | | Investments in Securities | | Investments in Securities | |
Common Stocks | | $ | 13,385,273 | | | $ | 40,848,887 | | | $ | 54,234,160 | | |
Preferred Stocks | | | 236,229 | | | | — | | | | 236,229 | | |
Collateral for Securities Loaned | | | 315,288 | | | | — | | | | 315,288 | | |
Total | | $ | 13,936,790 | | | $ | 40,848,887 | | | $ | 54,785,677 | | |
A transfer of $1,576,468 occurred from Level 2 to Level 1 on recognition dates due to application of systematic fair value procedures affecting certain international portfolio holdings.
Foreign Currency Translations:
The accounting records of the Fund are maintained in U.S. dollars. Investment securities and other assets and liabilities of the Fund denominated in a foreign currency are translated into U.S. dollars at current exchange rates. Purchases and sales of securities, income receipts and expense payments are translated into U.S. dollars at the exchange rates on the date of the transactions. The Fund does not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the change in unrealized appreciation/depreciation on investments and foreign currency translations. Any realized gains or losses from these fluctuations are disclosed as net realized gains or losses from securities transactions and foreign currency translations on the Statement of Operations.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Exchange-Traded Funds:
The Fund may invest in exchange-traded funds ("ETFs"). ETFs are a type of index fund, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
Investment Companies:
The Fund may invest in portfolios of open-end or closed-end investment companies (the "Underlying Funds"). The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the Underlying Funds.
Open-end funds are valued at their respective net asset values as reported by such investment companies. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Funds will not change.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked to market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted in the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Fund's Schedule of Portfolio Investments. The Fund continues to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral. The Fund pays various fees in connection with the investment of cash collateral. The Fund pays the Agent fees based on the investment income received from securities lending activities. Securities lending income is disclosed in the Fund's Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Securities lending transactions are entered into by a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The following table is a summary of the Fund's securities lending transactions accounted for as secured borrowings with an overnight and continuous contractual maturity, which are subject to offset under the MSLA as of June 30, 2017:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Value of Non-Cash Collateral Received | | Net Amount | |
$ | 291,874 | | | $ | 291,874 | | | $ | — | | | $ | 23,414 | | |
Dividends to Shareholders:
Dividends from net investment income, if any, are declared and paid quarterly by the Fund. Distributable net realized gains, if any, are declared and distributed at least annually. The amounts of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature (e.g., reclass of market discounts), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.
Federal Income Taxes:
It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of December 31.
Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.
Allocations:
Expenses directly attributable to the Fund are charged to the Fund, while expenses which are attributable to more than one fund jointly with an affiliated trust, are allocated among the Fund and respective funds in the affiliated trust based upon net assets or another appropriate basis.
Affiliated Securities Transactions
Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security
17
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
that day, at the average of the highest bid and lowest asked price. During the six months ended June 30, 2017, the Fund did not engage in any Rule 17a-7 transactions under the 1940 Act.
3. Purchases and Sales of Securities:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2017 were as follows for the Fund:
Purchases | | Sales | |
$ | 27,001,256 | | | $ | 30,009,155 | | |
There were no purchases or sales of U.S. Government Securities during the period.
4. Fees and Transactions with Affiliates and Related Parties:
Investment advisory services are provided to the Fund by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly owned subsidiary of Victory Capital Holdings, Inc. ("VCH"). A majority of the interest in VCH is owned by Crestview Partners II, L.P. and its affiliated funds with a substantial minority interest owned by employees of the Adviser.
Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive 1.00% of the average daily net assets of the Fund. The Adviser may use its resources to assist with the Fund's distribution and marketing expenses.
VCM also serves as the Funds' administrator and fund accountant. Under an Administration and Fund Accounting Agreement effective as of November 7, 2016, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Trusts"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Trusts and 0.04% of the average daily net assets over $30 billion of the Trusts.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund under a Sub-Administration Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.
FIS Investor Services LLC ("FIS"), serves as the Fund's transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.
Effective July 1, 2017, Colin Kinney serves as the Trust's Chief Compliance Officer ("CCO"). The CCO is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to Provide Compliance Services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The Funds in the Victory Funds complex, in the aggregate, compensate the Adviser for these services. Prior to July 1, 2017, EJV Financial Services LLC served as the Trust's CCO. Under the terms of the agreement, the Funds within the Trust, Victory Portfolios, Victory Portfolios II and Victory Institutional Funds (collectively, the "Victory Trusts") paid EJV Financial Services LLC $220,000 annually for CCO consulting services.
Morrison & Foerster LLP provides legal services to the Trust.
Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
Effective August 1, 2016, the Adviser has entered into an expense limitation agreement with the Fund until at least July 29, 2018. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by certain classes of the Fund in any fiscal year exceed the expense limit for such classes of the Fund, such excess amounts will be the liability of the Adviser. Interest, taxes, brokerage commissions, other expenditures which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of the Fund's business are excluded from the expense limitation agreement. As of June 30, 2017, the expense limit is 1.35%.
The Funds have agreed to repay fees that were waived or reimbursed by the Adviser for a period up to three fiscal years after such waiver or reimbursement was made to the extent such payments or repayments would not cause the expenses of a class to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2017, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended, if any, are reflected on the Statements of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
The Adviser, Citi, or other service providers, may voluntarily waive or reimburse additional fees to assist the Fund in maintaining a competitive expense ratio. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time.
Certain officers and/or interested trustees of the Funds are also officers of the Advisor, Administrator and Fund Accountant, Legal and CCO.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
An investment in the Fund's shares represents an indirect investment in the securities owned by the Fund, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Fund invests, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Fund invests may affect the value of the Fund's shares. An investment in the Fund's shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Fund's distributions.
The Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to financial instruments entered into by the Fund. The Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Fund may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Fund may obtain only limited recovery or may obtain no recovery in such circumstances. The Fund typically enters into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Fund's adviser to be of comparable quality.
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Trusts participate in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank as of July 29, 2016, the Victory Trusts may borrow up to $250 million, of which $100 million is committed and $150 million is uncommitted. $40 million of the line of credit is reserved for use by the Victory RS Floating Rate Fund, a series of Victory Portfolios, with that Fund paying the related commitment fees for that amount. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. The agreement was subsequently amended on July 28, 2017 with a new termination date of July 27, 2018. For the six months ended June 30, 2017, Citibank earned approximately $74,384 for Line
19
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
of Credit fees. Each fund in the Victory Trusts pays a pro-rata portion of this commitment fee plus any interest on amounts borrowed.
There were no loans for the Fund during the six months ended June 30, 2017.
Interfund Lending:
The Trust and Adviser received an exemptive order granted by the SEC on March 28, 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Board approved the Interfund Lending Policy and Procedures relating to the Facility on May 24, 2017. The Facility allows the Funds to directly lend and borrow money to or from any Victory fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Fund's borrowing restrictions. The Interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate.
As of June 30, 2017, the Facility was not yet in operations and the Fund had no outstanding loans to or from another Fund under this Facility.
7. Capital Contribution from Prior Custodian:
The Fund received notification from its prior custodian, State Street Bank and Trust ("State Street"), related to over-billing on certain categories of expenses during the approximately 16-year period from 1998 through October 31, 2014, the end of the Fund's contract with State Street. The over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.
State Street paid the refunded amounts during January 2017. Based on billing information received from State Street and an analysis of any expense limitation agreements that were in place during the period of the over-billing, including the application of any recoupment provisions in such agreements, the Adviser received a portion of the refund.
The portion of the refund retained by the Fund was accounted for as a capital contribution and is reflected on the Statements of Changes in Net Assets and the Financial Highlights as "Capital Contribution from Prior Custodian, Net".
8. Federal Income Tax Information:
The tax character of current year distributions paid and the tax basis of current components of accumulated earnings/(deficit) will be determined at the end of the current tax year ending December 31, 2017.
The tax character of distributions paid during tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):
Year Ended December 31, 2016 | |
Distributions paid from | |
Ordinary Income | | Net Long-Term Capital Gains | | Return of Capital | | Total Distributions Paid | |
$ | 422,116 | | | $ | — | | | $ | — | | | $ | 422,116 | | |
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2017 | |
(Unaudited)
As of the most recent tax year ended December 31, 2016, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 478,656 | | | $ | — | | | $ | (4,944,758 | ) | | $ | 4,646,511 | | | $ | 180,409 | | |
*The difference between the book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to tax deferral of losses on wash sales.
During the tax year ended December 31, 2016, the Fund did not utilize any capital loss carryforwards.
As of June 30, 2017, the cost basis for federal income tax purposes, gross unrealized appreciation and gross unrealized depreciation were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 43,909,081 | | | $ | 11,595,828 | | | $ | (719,232 | ) | | $ | 10,876,596 | | |
9. Fund Ownership:
Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2017, the shareholders listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund.
Shareholder | | Percent | |
GIAC | | | 100 | % | |
10. Investment Company Modernization
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules which introduce two new regulatory reporting forms for investment companies — Form N-PORT and Form N-CEN — also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the Fund's financial statements. The adoption will have no effect on the Fund's net assets or results of operations.
11. Subsequent Events:
The Fund has evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Fund's financial statements.
21
Victory Variable Insurance Funds | | Supplemental Information June 30, 2017 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees nine portfolios in the Trust, one portfolio in Victory Institutional Funds, 46 portfolios in Victory Portfolios and 23 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. Each Trustee's address is c/o Victory Variable Insurance Funds, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, 65 | | Trustee | | May 2005 | | Consultant (since 2006). | | FBR Funds (2011-2012); Chairman, Board of Trustees, Turner Funds (December 2016-present). | |
Nigel D. T. Andrews, 70 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Carlyle GMS Finance, Inc. (since 2012); Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 66* | | Trustee | | May 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 73 | | Trustee | | July 2016 | | Retired since May 2010; Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | | None. | |
Sally M. Dungan, 63 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, 64 | | Trustee | | February 2015 | | Adviser, Endgate Commodities LLC (since January 2016); Managing Partner, Endgate Commodities LLC (August 2014 to January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 60* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 56 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm; Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | | TriLinc Global Impact Fund, LLC (2012-Present). | |
Leigh A. Wilson, 72 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013) and Director (since 2012 and March-October 2008), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 45** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), President — Investments and Operations (2010-2011) and Chief Operating Officer (2004-2011), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | None. | |
* The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
23
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Officers:
The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Except for the Chief Compliance Officer, the officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Age | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, 55 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 48 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 43 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013); Associate, Dechert LLP (2001-2010). | |
Christopher E. Sabato, 48 | | Treasurer** | | May 2006 - May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. | |
Allan Shaer, 52 | | Treasurer | | May 2017 | | Senior Vice President, Citi Investor Services (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Edward J. Veilleux, 74 | | Chief Compliance Officer*** | | October 2005 | | President of EJV Financial Services (mutual fund consulting). | |
Chuck Booth, 57 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, 63 | | Assistant Secretary | | December 1997 | | Partner, Morrison & Foerster LLP. | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
** On May 24, 2017, Mr. Sabato resigned his position with the Trust.
*** On July 1, 2017, Edward J. Veilleux resigned his position and Colin Kinney accepted the position with the Trust.
24
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Proxy Voting and Form N-Q Information
Proxy Voting:
Information regarding the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the Securities and Exchange Commission's ("SEC") website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent six months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Investments:
The Trust files a complete list of Schedules of Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's website at www.sec.gov. You may also review or, for a fee, copy those documents by visiting the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 202-551-8090.
Expense Examples
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.
Actual Expenses:
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,210.40 | | | $ | 7.07 | | | | 1.29 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
25
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Hypothetical Example for Comparison Purposes:
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000.00 | | | $ | 1,018.40 | | | $ | 6.46 | | | | 1.29 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year dividend by the number of days in the fiscal year).
26
Victory Variable Insurance Funds | �� | Supplemental Information — continued June 30, 2017 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
27
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SEMVIP-SAR (6/17)
June 30, 2017
Semi Annual Report
Victory Variable Insurance Funds
Diversified Stock Fund
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Financial Statements | |
Schedule of Portfolio Investments | | | 2 | | |
Statement of Assets and Liabilities | | | 4 | | |
Statement of Operations | | | 5 | | |
Statements of Changes in Net Assets | | | 6 | | |
Financial Highlights | | | 7 | | |
Notes to Financial Statements | | | 8 | | |
Supplemental Information | |
Trustee and Officer Information | | | 14 | | |
Proxy Voting and Form N-Q Information | | | 16 | | |
Expense Examples | | | 16 | | |
Portfolio Holdings | | | 17 | | |
The Fund is distributed by Victory Capital Advisers, Inc. Victory Capital Management Inc. is the investment adviser to the Fund and receives fees from the Fund for performing services for the Fund.
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus of the Victory Variable Insurance Diversified Stock Fund.
The information in this semi annual report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
1
Victory Variable Insurance Funds Schedule of Portfolio Investments
Victory Variable Insurance Diversified Stock Fund June 30, 2017
(Amounts in Thousands, Except for Shares) (Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (98.2%): | |
Consumer Discretionary (12.8%): | |
Amazon.com, Inc. (a) | | | 640 | | | $ | 620 | | |
Big Lots, Inc. | | | 8,225 | | | | 397 | | |
Comcast Corp., Class A | | | 12,695 | | | | 494 | | |
D.R. Horton, Inc. | | | 14,450 | | | | 500 | | |
LCI Industries | | | 2,010 | | | | 206 | | |
Lear Corp. | | | 1,605 | | | | 228 | | |
Lowe's Co., Inc. | | | 6,830 | | | | 530 | | |
Magna International, Inc., ADR | | | 5,350 | | | | 248 | | |
PulteGroup, Inc. | | | 21,015 | | | | 514 | | |
The Children's Place, Inc. | | | 1,930 | | | | 197 | | |
Thor Industries, Inc. | | | 4,565 | | | | 477 | | |
| | | 4,411 | | |
Consumer Staples (5.2%): | |
Philip Morris International, Inc. | | | 5,545 | | | | 651 | | |
Pinnacle Foods, Inc. | | | 6,240 | | | | 371 | | |
The Coca-Cola Co. | | | 8,125 | | | | 364 | | |
Wal-Mart Stores, Inc. | | | 5,365 | | | | 406 | | |
| | | 1,792 | | |
Energy (1.2%): | |
Diamondback Energy, Inc. (a) | | | 2,320 | | | | 206 | | |
Schlumberger Ltd. | | | 3,340 | | | | 220 | | |
| | | 426 | | |
Financials (20.4%): | |
Ameriprise Financial, Inc. | | | 1,855 | | | | 236 | | |
Bank of America Corp. | | | 17,070 | | | | 414 | | |
Berkshire Hathaway, Inc., Class B (a) | | | 3,125 | | | | 529 | | |
Chubb Ltd. | | | 4,655 | | | | 677 | | |
Credit Acceptance Corp. (a) | | | 750 | | | | 193 | | |
Essent Group Ltd. (a) | | | 10,950 | | | | 407 | | |
JPMorgan Chase & Co. | | | 6,120 | | | | 559 | | |
Morgan Stanley | | | 16,635 | | | | 742 | | |
Northern Trust Corp. | | | 3,795 | | | | 369 | | |
Primerica, Inc. | | | 5,390 | | | | 408 | | |
Raymond James Financial, Inc. | | | 6,325 | | | | 507 | | |
The Bank of New York Mellon Corp. | | | 11,835 | | | | 604 | | |
Wells Fargo & Co. | | | 6,705 | | | | 372 | | |
Western Alliance BanCorp (a) | | | 10,070 | | | | 495 | | |
Zions BanCorp | | | 12,135 | | | | 533 | | |
| | | 7,045 | | |
Health Care (15.6%): | |
Allergan PLC | | | 1,560 | | | | 379 | | |
Baxter International, Inc. | | | 9,390 | | | | 568 | | |
Celgene Corp. (a) | | | 4,260 | | | | 553 | | |
Danaher Corp. | | | 6,860 | | | | 579 | | |
Eli Lilly & Co. | | | 4,555 | | | | 375 | | |
Gilead Sciences, Inc. | | | 5,300 | | | | 375 | | |
HCA Holdings, Inc. (a) | | | 2,925 | | | | 255 | | |
McKesson Corp. | | | 2,280 | | | | 375 | | |
Medtronic PLC | | | 4,080 | | | | 362 | | |
Pfizer, Inc. | | | 23,185 | | | | 780 | | |
UnitedHealth Group, Inc. | | | 4,195 | | | | 778 | | |
| | | 5,379 | | |
See notes to financial statements.
2
Victory Variable Insurance Funds Schedule of Portfolio Investments — continued
Victory Variable Insurance Diversified Stock Fund June 30, 2017
(Amounts in Thousands, Except for Shares) (Unaudited)
Security Description | | Shares | | Value | |
Industrials (7.9%): | |
Alaska Air Group, Inc. | | | 2,310 | | | $ | 207 | | |
Deere & Co. | | | 2,380 | | | | 294 | | |
FedEx Corp. | | | 2,800 | | | | 609 | | |
General Dynamics Corp. | | | 3,445 | | | | 682 | | |
Masco Corp. | | | 13,560 | | | | 519 | | |
Universal Forest Products, Inc. | | | 4,765 | | | | 416 | | |
| | | 2,727 | | |
Information Technology (28.8%): | |
Alphabet, Inc., Class C (a) | | | 1,587 | | | | 1,441 | | |
Apple, Inc. | | | 8,950 | | | | 1,289 | | |
Applied Materials, Inc. | | | 5,355 | | | | 221 | | |
Broadcom Ltd. | | | 990 | | | | 231 | | |
Facebook, Inc., Class A (a) | | | 5,690 | | | | 859 | | |
Lam Research Corp. | | | 1,570 | | | | 222 | | |
Microsoft Corp. | | | 18,905 | | | | 1,303 | | |
NetEase, Inc., ADR | | | 1,655 | | | | 498 | | |
PayPal Holdings, Inc. (a) | | | 12,275 | | | | 659 | | |
Sanmina Corp. (a) | | | 10,080 | | | | 384 | | |
Skyworks Solutions, Inc. | | | 4,620 | | | | 443 | | |
SYNNEX Corp. | | | 3,995 | | | | 479 | | |
Taiwan Semiconductor Manufacturing Co. Ltd., ADR | | | 6,665 | | | | 233 | | |
Tech Data Corp. (a) | | | 4,760 | | | | 481 | | |
Texas Instruments, Inc. | | | 2,920 | | | | 225 | | |
Visa, Inc., Class A | | | 7,570 | | | | 710 | | |
YY, Inc., ADR (a) | | | 3,685 | | | | 214 | | |
| | | 9,892 | | |
Materials (3.0%): | |
Avery Dennison Corp. | | | 5,770 | | | | 510 | | |
Praxair, Inc. | | | 3,880 | | | | 514 | | |
| | | 1,024 | | |
Real Estate (3.3%): | |
American Tower Corp. | | | 3,365 | | | | 445 | | |
CBRE Group, Inc., Class A (a) | | | 19,305 | | | | 703 | | |
| | | | | 1,148 | | |
Total Common Stocks (Cost $28,744) | | | 33,844 | | |
Exchange Traded Funds (1.4%): | |
SPDR S&P 500 ETF Trust | | | 2,010 | | | | 486 | | |
Total Exchange Traded Fund (Cost $485) | | | 486 | | |
Total Investments (Cost $29,229) — 99.6% | | | 34,330 | | |
Other assets in excess of liabilities — 0.4% | | | | | 153 | | |
NET ASSETS — 100.0% | | $ | 34,483 | | |
(a) Non-income producing security.
ADR — American Depositary Receipt
PLC — Public Liability Co.
See notes to financial statements.
3
Statement of Assets and Liabilities
Victory Variable Insurance Funds June 30, 2017
(Amounts in Thousands, Except for Share Amounts) (Unaudited)
| | Victory Variable Insurance Diversified Stock Fund | |
ASSETS: | |
Investments, at value (Cost $29,229) | | $ | 34,330 | | |
Cash and cash equivalents | | | 343 | | |
Dividends receivable | | | 53 | | |
Prepaid expenses | | | 2 | | |
Total Assets | | | 34,728 | | |
LIABILITIES: | |
Payable for investments purchased | | | 153 | | |
Payable for capital shares redeemed | | | 22 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 9 | | |
Administration fees | | | 2 | | |
Contract owner fees | | | 18 | | |
Custodian fees | | | 4 | | |
Transfer agent fees | | | — | (a) | |
Chief Compliance Officer fees | | | 1 | | |
Trustees' fees | | | 1 | | |
12b-1 fees | | | 4 | | |
Other accrued expenses | | | 31 | | |
Total Liabilities | | | 245 | | |
NET ASSETS: | |
Capital | | | 27,188 | | |
Accumulated net investment income | | | 15 | | |
Accumulated net realized gains from investments | | | 2,179 | | |
Net unrealized appreciation on investments | | | 5,101 | | |
Net Assets | | $ | 34,483 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share) | | | 2,676 | | |
Net asset value, offering price & redemption price per share | | $ | 12.89 | | |
(a) Round to less than $1.
See notes to financial statements.
4
Statement of Operations
Victory Variable Insurance Funds For the Six Months Ended June 30, 2017
(Amounts in Thousands) (Unaudited)
| | Victory Variable Insurance Diversified Stock Fund | |
Investment Income: | |
Interest | | $ | 2 | | |
Dividend income | | | 329 | | |
Total Income | | | 331 | | |
Expenses: | |
Investment advisory fees | | | 51 | | |
Administration fees | | | 10 | | |
Contract owner fees | | | 42 | | |
12b-1 fees | | | 43 | | |
Custodian fees | | | 4 | | |
Transfer agent fees | | | — | (a) | |
Trustees' fees | | | 2 | | |
Chief Compliance Officer fees | | | — | (a) | |
Legal and audit fees | | | 3 | | |
Insurance fees | | | 2 | | |
Other expenses | | | 9 | | |
Total Expenses | | | 166 | | |
Net Investment Income | | | 165 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains from securities transactions | | | 1,729 | | |
Net change in unrealized appreciation/depreciation on investments | | | 635 | | |
Net realized/unrealized gains on investments | | | 2,364 | | |
Change in net assets resulting from operations | | $ | 2,529 | | |
(a) Rounds to less than $1.
See notes to financial statements.
5
Victory Variable Insurance Funds Statements of Changes in Net Assets
(Amounts in Thousands)
| | Victory Variable Insurance Diversified Stock Fund | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income | | $ | 165 | | | $ | 383 | | |
Net realized gains from investment transactions | | | 1,729 | | | | 528 | | |
Net change in unrealized appreciation/depreciation on investments | | | 635 | | | | 419 | | |
Change in net assets resulting from operations | | | 2,529 | | | | 1,330 | | |
Distributions to Shareholders: | |
From net investment income | | | (167 | ) | | | (362 | ) | |
From net realized gains on investments | | | — | | | | (2,835 | ) | |
Change in net assets resulting from distributions to shareholders | | | (167 | ) | | | (3,197 | ) | |
Change in net assets resulting from capital transactions | | | (1,866 | ) | | | (2,587 | ) | |
Change in net assets | | | 496 | | | | (4,454 | ) | |
Net Assets: | |
Beginning of period | | | 33,987 | | | | 38,441 | | |
End of period | | $ | 34,483 | | | $ | 33,987 | | |
Accumulated net investment income | | $ | 15 | | | $ | 17 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 568 | | | $ | 1,449 | | |
Dividends reinvested | | | 167 | | | | 3,197 | | |
Cost of shares redeemed | | | (2,601 | ) | | | (7,233 | ) | |
Change in net assets resulting from capital transactions | | $ | (1,866 | ) | | $ | (2,587 | ) | |
Share Transactions: | |
Issued | | | 45 | | | | 116 | | |
Reinvested | | | 13 | | | | 264 | | |
Redeemed | | | (207 | ) | | | (571 | ) | |
Change in Shares | | | (149 | ) | | | (191 | ) | |
See notes to financial statements.
6
Victory Variable Insurance Funds Financial Highlights
For a Share Outstanding Throughout Each Period
| | Victory Variable Insurance Diversified Stock Fund | |
| | Six Months Ended June 30, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | | Year Ended December 31, 2012 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 12.03 | | | $ | 12.75 | | | $ | 15.15 | | | $ | 13.87 | | | $ | 10.42 | | | $ | 9.05 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.06 | (a) | | | 0.13 | (a) | | | 0.09 | | | | 0.13 | | | | 0.08 | | | | 0.10 | | |
Net realized and unrealized gains (losses) on investments | | | 0.86 | | | | 0.37 | | | | (0.53 | ) | | | 1.28 | | | | 3.45 | | | | 1.37 | | |
Total from Investment Activities | | | 0.92 | | | | 0.50 | | | | (0.44 | ) | | | 1.41 | | | | 3.53 | | | | 1.47 | | |
Distributions to Shareholders: | |
Net investment income | | | (0.06 | ) | | | (0.13 | ) | | | (0.09 | ) | | | (0.13 | ) | | | (0.08 | ) | | | (0.10 | ) | |
Net realized gains from investments | | | — | | | | (1.09 | ) | | | (1.87 | ) | | | — | | | | — | | | | — | | |
Total Distributions to Shareholders | | | (0.06 | ) | | | (1.22 | ) | | | (1.96 | ) | | | (0.13 | ) | | | (0.08 | ) | | | (0.10 | ) | |
Net Asset Value, End of Period | | $ | 12.89 | | | $ | 12.03 | | | $ | 12.75 | | | $ | 15.15 | | | $ | 13.87 | | | $ | 10.42 | | |
Total Return (b) (c) | | | 7.59 | % | | | 3.90 | % | | | (3.11 | )% | | | 10.20 | % | | | 33.93 | % | | | 16.28 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 34,483 | | | $ | 33,987 | | | $ | 38,441 | | | $ | 48,524 | | | $ | 47,668 | | | $ | 33,090 | | |
Ratio of net expenses to average net assets (d) | | | 0.97 | % | | | 1.08 | % | | | 1.14 | % | | | 1.16 | % | | | 1.16 | % | | | 1.19 | % | |
Ratio of net investment income (loss) to average net assets (d) | | | 0.96 | % | | | 1.06 | % | | | 0.56 | % | | | 0.89 | % | | | 0.67 | % | | | 0.96 | % | |
Portfolio turnover (c) | | | 63 | % | | | 86 | % | | | 78 | % | | | 70 | % | | | 82 | % | | | 96 | % | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not include any insurance, sales or administrative charges of variable annuity or life insurance contracts. If these charges were included, the returns would be lower.
(c) Not annualized for periods less than a year.
(d) Annualized for periods less than a year.
See notes to financial statements.
7
Notes to Financial Statements
Victory Variable Insurance Funds June 30, 2017
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") was organized on February 11, 1998 as a Delaware statutory trust. The Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified open-end management investment company, and thus follows accounting and reporting guidance for investment companies. The Trust is comprised of nine funds and is authorized to issue an unlimited number of shares, which are units of beneficial interest with a par value of $0.001.
The accompanying financial statements are those of the Victory Variable Insurance Diversified Stock Fund (the "Fund"). The Fund offers a single class of shares: Class A Shares. Sales of shares of the Fund may only be made to separate accounts of various life insurance companies. The Fund seeks to provide long-term growth of capital.
Under the Trust's organizational documents, its officers and trustees are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts with its vendors and others that provide for general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund. However, based on experience, the Fund expects that risk of loss to be remote.
2. Significant Accounting Policies:
The following is a summary of significant accounting policies followed by the Trust in the preparation of its financial statements. The policies are in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses for the period. Actual results could differ from those estimates.
Investment Valuation:
The Fund records investments at fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.
The valuation techniques described below maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The inputs used for valuing the Fund's investments are summarized in the three broad levels listed below:
• Level 1 — quoted prices in active markets for identical securities
• Level 2 — other significant observable inputs (including quoted prices for similar securities or interest rates applicable to those securities, etc.)
• Level 3 — significant unobservable inputs (including the Fund's own assumptions in determining the fair value of investments)
Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. The Trust determines transfers between fair value hierarchy levels at the reporting period end. The inputs or methodologies used for valuation techniques are not necessarily an indication of the risk associated with entering into those investments.
Portfolio securities listed or traded on securities exchanges, including American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded or at the NASDAQ Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
Debt securities of U.S. issuers (other than short-term investments maturing in 60 days or less), including corporate and municipal securities, are valued on the basis of bid valuations provided by dealers or an independent pricing service approved by the Trust's Board of Trustees (the "Board"). Short-term investments maturing in 60 days or less may be valued at amortized cost, which approximates market value. Under the amortized cost method, premium or discount, if any, is amortized or accreted, respectively, on a constant basis to the maturity of the security. These valuations are typically categorized as Level 2 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. These valuations are typically categorized as Level 2 or Level 3 in the fair value hierarchy.
For the six months ended June 30, 2017, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.
8
Notes to Financial Statements — continued
Victory Variable Insurance Funds June 30, 2017
(Unaudited)
A summary of the valuations as of June 30, 2017, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments
| | LEVEL 1 — Quoted Prices | | Total | |
Common Stocks | | $ | 33,844 | | | $ | 33,844 | | |
Exchange Traded Funds | | | 486 | | | | 486 | | |
Total | | $ | 34,330 | | | $ | 34,330 | | |
There were no transfers between Level 1 and Level 2 as of June 30, 2017.
Exchange-Traded Funds:
The Fund may invest in exchange-traded funds ("ETFs"). ETFs are a type of index fund, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a fixed portfolio of securities designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity on an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
Investment Companies:
The Fund may invest in portfolios of open-end or closed-end investment companies (the "Underlying Funds"). The Underlying Funds value securities in their portfolios for which market quotations are readily available at their market values (generally the last reported sale price) and all other securities and assets at their fair value by the methods established by the board of directors of the Underlying Funds.
Open-end funds are valued at their respective net asset values as reported by such investment companies. The shares of many closed-end investment companies, after their initial public offering, frequently trade at a price per share which is different than the net asset value per share. The difference represents a market premium or market discount of such shares. There can be no assurances that the market discount or market premium on shares of any closed-end investment company purchased by the Fund will not change.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is recognized on an accrual basis and includes, where applicable, the amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are determined by comparing the identified cost of the security lot sold with the net sales proceeds.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank N.A ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked to market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted in the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed in the Fund's Schedule of Portfolio Investments. The Fund continues to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral. The Fund pays various fees in connection with the investment of cash collateral. The Fund pays the Agent fees based on the investment income received from securities lending activities. Securities lending income is disclosed in the Fund's Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them.
Securities lending transactions are entered into by the Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
As of June 30, 2017, the Fund had no securities on loan.
9
Notes to Financial Statements — continued
Victory Variable Insurance Funds June 30, 2017
(Unaudited)
Dividends to Shareholders:
Dividends from net investment income, if any, are declared and paid quarterly by the Fund. Distributable net realized gains, if any, are declared and distributed at least annually. The amounts of dividends from net investment income and distributions from net realized gains are determined in accordance with federal income tax regulations, which may differ from GAAP. These "book/tax" differences are either considered temporary or permanent in nature (e.g., reclass of market discounts), such amounts are reclassified within the components of net assets based on their federal tax-basis treatment; temporary differences (e.g., wash sales) do not require reclassification. To the extent dividends and distributions exceed net investment income and net realized gains for tax purposes, they are reported as distributions of capital. Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.
Federal Income Taxes:
It is the policy of the Fund to continue to qualify as a regulated investment company by complying with the provisions available to certain investment companies, as defined in applicable sections of the Internal Revenue Code, and to make distributions of net investment income and net realized gains sufficient to relieve it from all, or substantially all, federal income taxes. Accordingly, no provision for federal income taxes is required in the financial statements. The Fund has a tax year end of December 31.
Management of the Fund has reviewed tax positions taken in tax years that remain subject to examination by all major tax jurisdictions, including federal (i.e., the last four tax year ends and the interim tax period since then). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.
Allocations:
Expenses directly attributable to the Fund are charged to the Fund, while expenses which are attributable to more than one fund jointly with an affiliated trust, are allocated among the Fund and respective funds in the affiliated trust based upon net assets or another appropriate basis.
Affiliated Securities Transactions:
Pursuant to Rule 17a-7 under the 1940 Act, the Fund may engage in securities transactions with affiliated investment companies and advisory accounts managed by the Adviser and sub-adviser. Any such purchase or sale transaction must be effected without brokerage commission or other remuneration, except for customary transfer fees. The transaction must be effected at the current market price, which is either the security's last sale price on an exchange or, if there are no transactions in the security that day, at the average of the highest bid and lowest asked price. During the six months ended June 30, 2017, the Fund did not engage in any Rule 17a-7 transactions under the 1940 Act.
3. Purchases and Sales of Securities:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2017 were as follows for the Fund (in thousands):
Purchases | | Sales | |
$ | 21,199,386 | | | $ | 21,931,972 | | |
There were no purchases or sales of U.S. Government Securities during the period.
4. Fees and Transactions with Affiliates and Related Parties:
Investment advisory services are provided to the Fund by Victory Capital Management Inc. ("VCM" or the "Adviser"), a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is a wholly owned subsidiary of Victory Capital Holdings, Inc. ("VCH"). A majority of the interest in VCH is owned by Crestview Partners II, L.P. and its affiliated funds with a substantial minority interest owned by employees of the Adviser.
Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive 0.30% of the average daily net assets of the Fund. The Adviser may use its resources to assist with the Fund's distribution and marketing expenses.
VCM also serves as the Fund's administrator and fund accountant. Under an Administration and Fund Accounting Agreement, VCM is paid for its services an annual fee at a rate of 0.08% of the first $15 billion in average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Trusts"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Trusts and 0.04% of the average daily net assets over $30 billion of the Trusts. Prior to November 7, 2016, VCM was paid for its services an annual fee at a rate of 0.108% of the first $8 billion in average daily net assets of the Trusts, 0.078% of the average daily net assets above $8 billion to $10 billion of the Trusts, 0.075% of the average daily net assets above $10 billion to $12 billion of the Trusts and 0.065% of the average daily net assets over $12 billion of the Trusts.
10
Notes to Financial Statements — continued
Victory Variable Insurance Funds June 30, 2017
(Unaudited)
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund under a Sub-Administration Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Trust reimburses VCM and Citi for all of their reasonable out-of-pocket expenses incurred in providing these services.
FIS Investor Services LLC ("FIS"), serves as the Fund's transfer agent. Under the Transfer Agent Agreement, the Trust pays FIS a fee for its services and reimburses FIS for all of their reasonable out-of-pocket expenses incurred in providing these services.
Effective July 1, 2017, Colin Kinney serves as the Trust's Chief Compliance Officer ("CCO"). The CCO is an employee of the Adviser, which pays the compensation of the CCO and his support staff. The Trust has entered into an Agreement to Provide Compliance Services with the Adviser, pursuant to which the Adviser furnishes its compliance personnel, including the services of the CCO, and other resources reasonably necessary to provide the Trust with compliance oversight services related to the design, administration and oversight of a compliance program for the Trust in accordance with Rule 38a-1 under the 1940 Act. The Funds in the Victory Funds complex, in the aggregate, compensate the Adviser for these services. Prior to July 1, 2017, EJV Financial Services LLC served as the Trust's CCO. Under the terms of the agreement, the Funds within the Trust, Victory Portfolios, Victory Portfolios II and Victory Institutional Funds (collectively, the "Victory Trusts") paid EJV Financial Services LLC $220 thousand annually for CCO consulting services.
Morrison & Foerster LLP provides legal services to the Trust.
Victory Capital Advisers, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust.
Pursuant to the Trust's Distribution and Service Plans adopted in accordance with Rule 12b-1 under the 1940 Act, the Distributor may receive a monthly distribution and service fee, at an annual rate of 0.25% of the average daily net assets of the Fund. The Distributor may pay a 12b-1 fee to life insurance companies for activities primarily intended to result in the sale of Fund shares to life insurance companies for the purpose of funding variable annuity contracts and variable life insurance policies or to provide services to owners of variable annuity contracts and variable life insurance policies whose contracts or policies are funded with shares of the Fund, which services are not otherwise provided by life insurance companies and paid for with fees charged by life insurance companies. The Distributor re-allowed all except for approximately $436 to life insurance companies to provide these services.
The Fund has entered into Contract Owner Administrative Services Agreements with certain contract owner servicing agents. A contract owner servicing agent performs a number of services for its customers who hold contracts offered by separate accounts that invest in the Fund, such as establishing and maintaining accounts and records, processing additional contract units attributable to Fund dividend payments, arranging for bank wires, assisting in transactions, and changing account information. For these services, Class A Shares of the Fund pay a fee at an annual rate of up to 0.25% of its average daily net assets serviced by the agent. The Fund may enter into these agreements with financial institutions that provide such services. Contract owner servicing agents may waive all or a portion of their fee. (Not all agents may provide all services listed above.)
The Adviser, Citi, or other service providers, may voluntarily waive or reimburse additional fees to assist the Fund in maintaining a competitive expense ratio. Voluntary waivers and reimbursements applicable to the Fund are not available to be recouped at a future time.
Certain officers and/or interested trustees of the Funds are also officers of the Adviser, Administrator and Fund Accountant, Legal and CCO.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
An investment in the Fund's shares represents an indirect investment in the securities owned by the Fund, some of which will be traded on a national securities exchange or in the over-the-counter markets. The value of the securities in which the Fund invests, like other market investments, may move up or down, sometimes rapidly and unpredictably. The value of the securities in which the Fund invests may affect the value of the Fund's shares. An investment in the Fund's shares at any point in time may be worth less than the original investment, even after taking into account the reinvestment of the Fund's distributions.
The Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties to financial instruments entered into by the Fund. The Fund may be negatively impacted if a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial difficulties. The Fund may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceeding and the Fund may obtain only limited recovery or may obtain no recovery in such circumstances. The Fund typically enters into transactions with counterparties whose credit ratings are investment grade, as determined by a nationally recognized statistical rating organization or, if unrated, judged by the Fund's adviser to be of comparable quality.
11
Notes to Financial Statements — continued
Victory Variable Insurance Funds June 30, 2017
(Unaudited)
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Trusts participate in a short-term, demand note "Line of Credit" agreement with Citibank. Under the agreement with Citibank as of July 29, 2016, the Victory Trusts may borrow up to $250 million, of which $100 million is committed and $150 million is uncommitted. $40 million of the line of credit is reserved for use by the Victory RS Floating Rate Fund, a series of Victory Portfolios, with that Fund paying the related commitment fees for that amount. Prior to July 29, 2016, the Victory Trusts could borrow up to $100 million, of which $50 million was committed and $50 million was uncommitted. The purpose of the agreement is to meet temporary or emergency cash needs, including redemption requests that might otherwise require the untimely disposition of securities. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. Prior to July 29, 2016, Citibank received an annual commitment fee of 0.10% on $50 million for providing the Line of Credit. The agreement was subsequently amended on July 28, 2017 with a new termination date of July 27, 2018. For the six months ended June 30, 2017, Citibank earned approximately $74,384 for Line of Credit fees. Each fund in the Victory Trusts pays a pro-rata portion of this commitment fee plus any interest on amounts borrowed.
There were no loans for the Fund during the six months ended June 30, 2017.
Interfund Lending:
The Trust and Adviser received an exemptive order granted by the SEC on March 28, 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Board approved the Interfund Lending Policy and Procedures relating to the Facility on May 24, 2017. The Facility allows the Funds to directly lend and borrow money to or from any Victory fund relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to the Fund's borrowing restrictions. The Interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate.
As of June 30, 2017, the Facility was not yet in operations and the Fund had no outstanding loans to or from another Fund under this Facility.
7. Federal Income Tax Information:
The tax character of current year distributions paid and the tax basis of current components of accumulated earnings/(deficit) will be determined at the end of the current tax year ending December 31, 2017.
The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (in thousands):
Year Ended December 31, 2016 Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 483 | | | $ | 2,714 | | | $ | 3,197 | | |
As of the most recent tax year ended December 31, 2016, the components of accumulated earnings (deficit) on a tax basis were as follows (in thousands):
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumlated Earnings | | Accumulated Capital and Other Losses | | Qualified Late-Year Losses* | | Unrealized Appreciation (Depreciation)** | | Total Accumulated Earnings (Deficit) | |
$ | 17 | | | $ | 518 | | | $ | — | | | $ | — | | | $ | — | | | $ | 4,398 | | | $ | 4,933 | | |
* Under current tax law, capital losses and specified ordinary losses realized after October 31 and non-specified ordinary losses incurred after December 31 (ordinary losses collectively known as "late year ordinary loss") may be deferred and treated as having arisen in the following fiscal year.
** The difference between the book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to tax deferral of losses on wash sales.
During the most recent tax year ended December 31, 2016, the Fund did not utilize any capital loss carryforwards.
12
Notes to Financial Statements — continued
Victory Variable Insurance Funds June 30, 2017
(Unaudited)
As of June 30, 2017, the cost basis for federal income tax purposes, gross unrealized appreciation and gross unrealized depreciation were as follows (in thousands):
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 29,236 | | | $ | 5,395 | | | $ | (301 | ) | | $ | 5,094 | | |
8. Fund Ownership:
Ownership of more than 25% of the voting securities of a fund creates presumptions of control of the Fund, under section 2(a)(9) of the 1940 Act. As of June 30, 2017, the shareholders listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund.
Shareholder | | Percent | |
NYLIAC | | | 90.9 | % | |
9. Investment Company Modernization:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules which introduce two new regulatory reporting forms for investment companies — Form N-PORT and Form N-CEN — also contain amendments to Regulation S-X which require standardized, enhanced disclosures about derivatives in investment company financial statements, as well as other amendments. The amendments are effective for filings made with the SEC after August 1, 2017. Management is currently evaluating the impact of the amendments on the Fund's financial statements. The adoption will have no effect on the Fund's net assets or results of operations.
10. Subsequent Events:
The Fund has evaluated the need for additional disclosures or adjustments resulting from subsequent events through the date these financial statements were issued. Based on this evaluation, there were no subsequent events to report that would have a material impact on the Fund's financial statements.
13
Supplemental Information
Victory Variable Insurance Funds June 30, 2017
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently ten Trustees, nine of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their ages, position with the Trust, commencement of service, principal occupations during the past five years and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees nine portfolios in the Trust, one portfolio in Victory Institutional Funds, 46 portfolios in Victory Portfolios and 23 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. Each Trustee's address is c/o Victory Variable Insurance Funds, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | | | | | | | | | |
David Brooks Adcock, 65 | | Trustee | | May 2005 | | Consultant (since 2006). | | FBR Funds (2011-2012); Chairman, Board of Trustees, Turner Funds (December 2016-present). | |
Nigel D.T. Andrews, 69 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Carlyle GMS Finance, Inc. (since 2012); Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 66* | | Trustee | | May 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 73 | | Trustee | | July 2016 | | Retired since May 2010; Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | | None. | |
Sally M. Dungan, 62 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
John L. Kelly, 64 | | Trustee | | February 2015 | | Adviser, Endgate Commodities LLC (since January 2016); Managing Partner, Endgate Commodities LLC (August 2014 to January 2016); Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 60* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 56 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm; Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | | TriLinc Global Impact Fund, LLC (2012-Present). | |
Leigh A. Wilson, 72 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013) and Director (since 2012 and March-October 2008), Caledonia Mining Corporation. | |
Interested Trustee. | | | | | | | | | |
David C. Brown, 45** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-July 2013), President — Investments and Operations (2010-2011), and Chief Operating Officer (2004-2011), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | None. | |
* The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
14
Supplemental Information — continued
Victory Variable Insurance Funds June 30, 2017
(Unaudited)
Officers:
The officers of the Trust, their ages, commencement of service and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Except for the Chief Compliance Officer, the officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Age | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, 55 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 48 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 43 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013); Associate, Dechert LLP (2001-2010). | |
Christopher E. Sabato, 48 | | Treasurer** | | May 2006-May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. | |
Allan Shaer, 52 | | Treasurer | | May 2017 | | Senior Vice President, Citi Investor Services (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Edward J. Veilleux, 74 | | Chief Compliance Officer*** | | October 2005 | | President of EJV Financial Services (mutual fund consulting). | |
Chuck Booth, 57 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, 63 | | Assistant Secretary | | December 1997 | | Partner, Morrison & Foerster LLP. | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
** On May 24, 2017, Mr. Sabato resigned his position with the Trust.
*** On July 1, 2017, Edward J. Veilleux resigned his position and Colin Kinney accepted the position with the Trust.
15
Supplemental Information — continued
Victory Variable Insurance Funds June 30, 2017
(Unaudited)
Proxy Voting and Form N-Q Information
Proxy Voting:
Information regarding the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available without charge, upon request, by calling 800-539-3863. The information is also included in the Fund's Statement of Additional Information, which is available on the SEC website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent six months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Investments:
The Trust files a complete list of Schedules of Investments with the SEC for the first and third quarters of each fiscal year on Form N-Q. Forms N-Q are available on the SEC's website at www.sec.gov. You may also review or, for a fee, copy those documents by visiting the SEC's Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 202-551-8090.
Expense Examples
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs and (2) ongoing costs, including management fees, distribution and service (12b-1) fees, and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2017 through June 30, 2017.
Actual Expenses:
The table below provides information about actual account values and actual expenses. You may use the information below, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the table under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000 | | | $ | 1,075.90 | | | $ | 4.99 | | | | 0.97 | % | |
*Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
Hypothetical Example for Comparison Purposes:
The table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs. Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/17 | | Ending Account Value 6/30/17 | | Expenses Paid During Period* 1/1/17-6/30/17 | | Annualized Expense Ratio During Period 1/1/17-6/30/17 | |
$ | 1,000 | | | $ | 1,019.98 | | | $ | 4.86 | | | | 0.97 | % | |
*Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
16
Supplemental Information — continued
Victory Variable Insurance Funds June 30, 2017
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
17
Visit our web site at: www.vcm.com | | Call Victory at: 800-539-FUND (800-539-3863) | |
VF-VIDS-SAR (06/17)
Item 2. Code of Ethics.
Not applicable — only for annual reports.
Item 3. Audit Committee Financial Experts.
Not applicable — only for annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable — only for annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. 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 these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR 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 Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the second fiscal quarter of 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 12. Exhibits.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.
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/ Allan Shaer | |
| Allan Shaer, Principal Financial Officer | |
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 / Christopher K. Dyer | |
| Christopher K. Dyer, Principal Executive Officer | |
By (Signature and Title)* | /s/ Allan Shaer | |
| Allan Shaer, Principal Financial Officer | |