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, 2018 | |
| | | | | | | | |
Item 1. Reports to Stockholders.
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June 30, 2018
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 | | |
Privacy Policy (inside back cover) | | | |
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
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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 INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Asset Backed Securities (7.3%) | |
AmeriCredit Automobile Receivables Trust , Series 2018-1, Class B, 3.26%, 1/18/24, Callable 10/18/21 @ 100 | | $ | 1,000,000 | | | $ | 994,801 | | |
AmeriCredit Automobile Receivables Trust , Series 2017-2, Class B, 2.40%, 5/18/22, Callable 11/18/20 @ 100 (d) | | | 3,560,000 | | | | 3,500,448 | | |
Avis Budget Rental Car Funding (AESOP) LLC , Series 2014-1, Class A, 2.46%, 7/20/20 (a) (d) | | | 4,000,000 | | | | 3,981,708 | | |
CarMax Auto Owner Trust , Series 2015-3, Class B, 2.28%, 4/15/21, Callable 10/15/19 @ 100 | | | 3,225,000 | | | | 3,195,936 | | |
Drive Auto Receivables Trust , Series 2017-BA, Class B, 2.20%, 5/15/20, Callable 6/15/20 @ 100 (a) | | | 1,158,945 | | | | 1,158,264 | | |
Drive Auto Receivables Trust , Series 2017-1, Class B, 2.36%, 3/15/21, Callable 7/15/20 @ 100 | | | 2,685,000 | | | | 2,681,676 | | |
Drive Auto Receivables Trust , Series 2017-3, Class B, 2.30%, 5/17/21, Callable 10/15/20 @ 100 | | | 1,655,000 | | | | 1,649,952 | | |
DT Auto Owner Trust , Series 2017-2A, Class B, 2.44%, 2/15/21, Callable 9/15/20 @ 100 (a) | | | 3,180,000 | | | | 3,173,459 | | |
DT Auto Owner Trust , Series 2017-3A, Class B, 2.40%, 5/17/21, Callable 2/15/21 @ 100 (a) | | | 1,880,000 | | | | 1,871,788 | | |
Fairway Outdoor Funding LLC , Series 2012-1A, Class A2, 4.21%, 10/15/42, Callable 10/15/18 @ 100 (a) (d) | | | 4,192,771 | | | | 4,199,065 | | |
Popular ABS Mortgage Pass-Through Trust , Series 2005-2, Class AV1B, 2.35%, (LIBOR01M+26bps), 4/25/35, Callable 9/25/19 @ 100 (b) | | | 911,784 | | | | 904,235 | | |
Santander Drive Auto Receivables Trust , Series 2018-2, Class B, 3.03%, 9/15/22, Callable 7/15/22 @ 100 | | | 4,250,000 | | | | 4,223,943 | | |
Santander Drive Auto Receivables Trust , Series 2017-2, Class B, 2.21%, 10/15/21, Callable 7/15/20 @ 100 | | | 4,123,000 | | | | 4,096,353 | | |
Santander Drive Auto Receivables Trust , Series 2016-3, Class C, 2.46%, 3/15/22, Callable 7/15/20 @ 100 (d) | | | 7,365,000 | | | | 7,317,320 | | |
Santander Drive Auto Receivables Trust , Series 2017-3, Class B, 2.19%, 3/15/22, Callable 1/15/21 @ 100 | | | 3,495,000 | | | | 3,448,758 | | |
Santander Retail Auto Lease Trust , Series 2018-A, Class B, 3.20%, 4/20/22, Callable 3/20/21 @ 100 (a) | | | 3,825,000 | | | | 3,797,659 | | |
Total Asset Backed Securities (Cost $50,476,798) | | | 50,195,365 | | |
Collateralized Mortgage Obligations (3.1%) | |
Commercial Mortgage Trust , Series 2012-CR4, Class B, 3.70%, 10/15/45 (a) | | | 4,580,000 | | | | 4,487,534 | | |
DBUBS Mortgage Trust , Series 2011-LC1A, Class A3, 5.00%, 11/10/46 (a) (d) | | | 4,500,000 | | | | 4,635,603 | | |
GS Mortgage Securities Trust , Series 2012-GC6, Class B, 5.84%, 1/10/45 (a) (b) (d) | | | 3,250,000 | | | | 3,452,963 | | |
Morgan Stanley BAML Trust , Series 2013-C13, Class A2, 2.94%, 11/15/46 (d) | | | 5,806,592 | | | | 5,805,687 | | |
WF-RBS Commercial Mortgage Trust , Series 2012-C6, Class B, 4.70%, 4/15/45 | | | 3,275,000 | | | | 3,365,145 | | |
Total Collateralized Mortgage Obligations (Cost $23,204,062) | | | 21,746,932 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Residential Mortgage Backed Securities (1.1%) | |
Ameriquest Mortgage Securities, Inc. , Series 2003-5, Class A6, 4.03%, 4/25/33, Callable 7/25/18 @ 100 (b) | | $ | 114,926 | | | $ | 114,926 | | |
Bear Stearns Alt-A Trust , Series 2003-3, Class 2A, 3.67%, 10/25/33, Callable 7/25/18 @ 100 (b) (d) | | | 1,309,332 | | | | 1,309,332 | | |
Countrywide Home Loans, Inc. , Series 2002-19, Class 1A1, 6.25%, 11/25/32, Callable 7/25/18 @ 100 | | | 153,447 | | | | 153,447 | | |
Credit Suisse First Boston Mortgage Securities Corp. , Series 2002-HE16, Class M1, 3.41%, (LIBOR01M+132bps), 10/25/32, Callable 7/25/18 @ 100 (b) | | | 1,121,839 | | | | 1,138,812 | | |
GSR Mortgage Loan Trust , Series 2004-10F, Class 6A1, 5.00%, 9/25/34, Callable 7/25/18 @ 100 | | | 406,483 | | | | 406,483 | | |
JPMorgan Mortgage Trust , Series 2016-4, Class A5, 3.50%, 10/25/46, Callable 5/25/35 @ 100 (a) (b) (d) | | | 1,811,062 | | | | 1,791,437 | | |
JPMorgan Mortgage Trust , Series 2004-S2, Class 1A3, 4.75%, 11/25/19, Callable 4/25/19 @ 100 (d) | | | 118,375 | | | | 120,155 | | |
MASTR Adjustable Rate Mortgage Trust , Series 04-13, Class 3A1, 3.91%, 11/21/34, Callable 10/21/18 @ 100 (b) | | | 992,482 | | | | 999,482 | | |
Prime Mortgage Trust , Series 2004-2, Class A3, 5.25%, 11/25/19, Callable 7/25/18 @ 100 (d) | | | 30,257 | | | | 30,257 | | |
Residential Funding Mortgage Securities I, Inc. , Series 2005-S3, Class A1, 4.75%, 3/25/20, Callable 7/25/18 @ 100 (d) | | | 95,137 | | | | 95,137 | | |
Structured Asset Securities Corp. , Series 2004-21XS, Class 2A6A, 5.24%, 12/25/34, Callable 7/25/18 @ 100 (b) (d) | | | 3,059 | | | | 3,114 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 2005-2, Class 2A1, 4.75%, 4/25/20, Callable 7/25/18 @ 100 (d) | | | 43,013 | | | | 43,013 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 2004-Y, Class 3A1, 3.74%, 11/25/34, Callable 7/25/18 @ 100 (b) (d) | | | 1,373,435 | | | | 1,373,435 | | |
Total Residential Mortgage Backed Securities (Cost $7,632,767) | | | 7,579,030 | | |
Corporate Bonds (34.2%) | |
Consumer Discretionary (3.1%): | |
Best Buy Co., Inc., 5.50%, 3/15/21, Callable 12/15/20 @ 100 | | | 2,885,000 | | | | 3,019,874 | | |
BorgWarner, Inc., 4.63%, 9/15/20 (d) | | | 1,500,000 | | | | 1,538,310 | | |
Darden Restaurants, Inc., 3.85%, 5/1/27, Callable 2/1/27 @ 100 | | | 1,450,000 | | | | 1,397,583 | | |
Hasbro, Inc. 3.50%, 9/15/27, Callable 6/15/27 @ 100 | | | 775,000 | | | | 718,379 | | |
6.35%, 3/15/40 | | | 3,655,000 | | | | 4,011,764 | | |
Lear Corp., 3.80%, 9/15/27, Callable 6/15/27 @ 100 | | | 2,595,000 | | | | 2,435,096 | | |
Magna International, Inc., 3.63%, 6/15/24, Callable 3/15/24 @ 100 | | | 4,305,000 | | | | 4,290,492 | | |
NIKE, Inc., 3.88%, 11/1/45, Callable 5/1/45 @ 100 | | | 2,199,000 | | | | 2,128,544 | | |
SES Global Americas Holdings GP, 5.30%, 3/25/44 (a) | | | 2,475,000 | | | | 2,147,137 | | |
| | | 21,687,179 | | |
Consumer Staples (2.3%): | |
Altria Group, Inc., 4.25%, 8/9/42 | | | 775,000 | | | | 722,928 | | |
Estee Lauder Cos., Inc., 4.15%, 3/15/47, Callable 9/15/46 @ 100 | | | 1,000,000 | | | | 1,023,710 | | |
Kerry Group Finance Services, 3.20%, 4/9/23, Callable 1/9/23 @ 100 (a) | | | 5,760,000 | | | | 5,624,179 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Mead Johnson Nutrition Co. 3.00%, 11/15/20 | | $ | 3,000,000 | | | $ | 2,985,329 | | |
4.60%, 6/1/44, Callable 12/1/43 @ 100 (c) (d) | | | 2,091,000 | | | | 2,174,515 | | |
Reynolds American, Inc., 5.70%, 8/15/35, Callable 2/15/35 @ 100 (c) | | | 1,835,000 | | | | 1,974,111 | | |
Tyson Foods, Inc., 3.55%, 6/2/27, Callable 3/2/27 @ 100 | | | 1,428,000 | | | | 1,350,103 | | |
| | | 15,854,875 | | |
Energy (2.1%): | |
Dolphin Energy Ltd., 5.89%, 6/15/19 (a) | | | 328,000 | | | | 332,694 | | |
Enable Midstream Partners LP, 4.40%, 3/15/27, Callable 12/15/26 @ 100 | | | 2,345,000 | | | | 2,225,616 | | |
EQT Midstream Partners LP, 5.50%, 7/15/28, Callable 4/15/28 @ 100 | | | 2,400,000 | | | | 2,401,080 | | |
Exxon Mobil Corp., 4.11%, 3/1/46, Callable 9/1/45 @ 100 (c) | | | 2,032,000 | | | | 2,061,464 | | |
Marathon Petroleum Corp. 6.50%, 3/1/41, Callable 9/1/40 @ 100 | | | 1,285,000 | | | | 1,498,747 | | |
5.85%, 12/15/45, Callable 6/15/45 @ 100 | | | 850,000 | | | | 908,421 | | |
Statoil ASA, 3.95%, 5/15/43 (c) | | | 930,000 | | | | 886,495 | | |
Valero Energy Corp. 3.40%, 9/15/26, Callable 6/15/26 @ 100 | | | 1,840,000 | | | | 1,747,135 | | |
6.63%, 6/15/37 | | | 2,520,000 | | | | 3,027,326 | | |
| | | 15,088,978 | | |
Financials (10.9%): | |
Aflac, Inc., 2.88%, 10/15/26, Callable 7/15/26 @ 100 | | | 2,450,000 | | | | 2,298,051 | | |
Alleghany Corp., 4.90%, 9/15/44, Callable 3/15/44 @ 100 | | | 1,648,000 | | | | 1,675,357 | | |
Bank of America Corp. 2.33%, (LIBOR03M+63bps), 10/1/21, Callable 10/1/20 @ 100 (b) | | | 1,875,000 | | | | 1,831,219 | | |
2.50%, 10/21/22, Callable 10/21/21 @ 100, MTN | | | 3,500,000 | | | | 3,352,510 | | |
BB&T Corp., 2.75%, 4/1/22, MTN, Callable 3/1/22 @ 100 (c) | | | 3,550,000 | | | | 3,470,658 | | |
Capital One Financial Corp., 4.20%, 10/29/25, Callable 9/29/25 @ 100 | | | 3,845,000 | | | | 3,737,148 | | |
Cincinnati Financial Corp., 6.13%, 11/1/34 | | | 2,170,000 | | | | 2,585,121 | | |
Citigroup, Inc. 4.50%, 1/14/22 (d) | | | 2,980,000 | | | | 3,069,221 | | |
3.88%, (US0003M+117bps), 1/24/39, Callable 1/24/38 @ 100 (b) | | | 1,760,000 | | | | 1,603,184 | | |
HSBC Holdings PLC, 5.10%, 4/5/21 (c) (d) | | | 5,000,000 | | | | 5,223,950 | | |
JPMorgan Chase & Co. 3.38%, 5/1/23 (c) (d) | | | 6,700,000 | | | | 6,542,281 | | |
5.60%, 7/15/41 | | | 1,710,000 | | | | 1,937,858 | | |
5.40%, 1/6/42 | | | 1,059,000 | | | | 1,174,855 | | |
KeyBank NA, 2.25%, 3/16/20 | | | 6,523,000 | | | | 6,432,003 | | |
KeyCorp, 2.90%, 9/15/20, MTN | | | 2,485,000 | | | | 2,464,623 | | |
Morgan Stanley 3.75%, 2/25/23 (d) | | | 3,000,000 | | | | 3,003,990 | | |
3.13%, 7/27/26, MTN | | | 2,750,000 | | | | 2,559,480 | | |
SVB Financial Group 5.38%, 9/15/20 | | | 1,568,000 | | | | 1,633,370 | | |
3.50%, 1/29/25 | | | 3,496,000 | | | | 3,386,330 | | |
Synovus Financial Corp., 3.13%, 11/1/22, Callable 10/1/22 @ 100 | | | 2,075,000 | | | | 1,986,833 | | |
The Goldman Sachs Group, Inc. 2.35%, 11/15/21, Callable 11/15/20 @ 100 | | | 4,540,000 | | | | 4,370,658 | | |
5.75%, 1/24/22 (d) | | | 2,750,000 | | | | 2,942,693 | | |
UBS Group Funding Switzerland AG, 2.95%, 9/24/20 (a) (c) (d) | | | 3,750,000 | | | | 3,712,350 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Unum Group, 3.00%, 5/15/21, Callable 4/15/21 @ 100 (d) | | $ | 1,910,000 | | | $ | 1,879,249 | | |
Wells Fargo & Co., 4.90%, 11/17/45 (d) | | | 1,850,000 | | | | 1,839,270 | | |
| | | 74,712,262 | | |
Health Care (3.8%): | |
Agilent Technologies, Inc., 3.05%, 9/22/26, Callable 6/22/26 @ 100 | | | 2,755,000 | | | | 2,514,516 | | |
Amgen, Inc., 4.40%, 5/1/45, Callable 11/1/44 @ 100 | | | 1,825,000 | | | | 1,744,481 | | |
Celgene Corp. 2.75%, 2/15/23, Callable 1/15/23 @ 100 | | | 1,005,000 | | | | 960,237 | | |
3.90%, 2/20/28, Callable 11/20/27 @ 100 | | | 2,125,000 | | | | 2,018,198 | | |
DENTSPLY Sirona, Inc., 4.13%, 8/15/21, Callable 5/15/21 @ 100 | | | 2,641,000 | | | | 2,665,403 | | |
Edwards Lifesciences Corp., 4.30%, 6/15/28, Callable 3/15/28 @ 100 | | | 2,095,000 | | | | 2,090,663 | | |
Express Scripts Holding Co. 2.25%, 6/15/19 (d) | | | 3,102,000 | | | | 3,078,736 | | |
4.80%, 7/15/46, Callable 1/15/46 @ 100 | | | 1,375,000 | | | | 1,309,426 | | |
Gilead Sciences, Inc. 4.40%, 12/1/21, Callable 9/1/21 @ 100 (d) | | | 6,150,000 | | | | 6,356,517 | | |
4.80%, 4/1/44, Callable 10/1/43 @ 100 | | | 1,285,000 | | | | 1,334,267 | | |
Humana, Inc., 3.95%, 3/15/27, Callable 12/15/26 @ 100 | | | 2,080,000 | | | | 2,045,950 | | |
| | | 26,118,394 | | |
Industrials (2.5%): | |
AerCap Ireland Capital Ltd., 3.75%, 5/15/19 (d) | | | 2,900,000 | | | | 2,916,298 | | |
Canadian National Railway Co., 3.20%, 8/2/46, Callable 2/2/46 @ 100 | | | 825,000 | | | | 713,204 | | |
Carlisle Cos., Inc., 3.50%, 12/1/24, Callable 10/1/24 @ 100 | | | 1,810,000 | | | | 1,736,351 | | |
Hexcel Corp., 3.95%, 2/15/27, Callable 11/15/26 @ 100 | | | 1,085,000 | | | | 1,061,456 | | |
IDEX Corp., 4.20%, 12/15/21, Callable 9/15/21 @ 100 | | | 3,165,000 | | | | 3,194,245 | | |
Kansas City Southern, 4.95%, 8/15/45, Callable 2/15/45 @ 100 | | | 1,440,000 | | | | 1,441,411 | | |
Snap-on, Inc., 4.10%, 3/1/48, Callable 9/1/47 @ 100 | | | 1,100,000 | | | | 1,103,278 | | |
Southwest Airlines Co., 2.75%, 11/16/22, Callable 10/16/22 @ 100 | | | 2,250,000 | | | | 2,184,458 | | |
Valmont Industries, Inc., 5.00%, 10/1/44, Callable 4/1/44 @ 100 (d) | | | 2,603,000 | | | | 2,469,961 | | |
| | | 16,820,662 | | |
Information Technology (3.3%): | |
Activision Blizzard, Inc. 2.30%, 9/15/21, Callable 8/15/21 @ 100 (c) | | | 2,615,000 | | | | 2,527,345 | | |
4.50%, 6/15/47, Callable 12/15/46 @ 100 | | | 1,080,000 | | | | 1,042,168 | | |
Apple, Inc., 4.65%, 2/23/46, Callable 8/23/45 @ 100 | | | 1,569,000 | | | | 1,688,385 | | |
Applied Materials, Inc., 5.10%, 10/1/35, Callable 4/1/35 @ 100 | | | 2,021,000 | | | | 2,247,756 | | |
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 | | | 813,000 | | | | 823,349 | | |
Electronic Arts, Inc., 3.70%, 3/1/21, Callable 2/1/21 @ 100 (d) | | | 5,767,000 | | | | 5,820,171 | | |
Juniper Networks, Inc., 5.95%, 3/15/41 | | | 1,345,000 | | | | 1,376,083 | | |
NVIDIA Corp., 2.20%, 9/16/21, Callable 8/16/21 @ 100 | | | 1,230,000 | | | | 1,194,244 | | |
VMware, Inc. 2.30%, 8/21/20 (c) (d) | | | 4,280,000 | | | | 4,185,198 | | |
2.95%, 8/21/22, Callable 7/21/22 @ 100 (c) | | | 2,549,000 | | | | 2,444,822 | | |
| | | 23,349,521 | | |
Materials (1.9%): | |
Fresnillo PLC, 5.50%, 11/13/23 (a) | | | 2,800,000 | | | | 2,895,116 | | |
LYB International Finance BV, 4.00%, 7/15/23 | | | 1,737,000 | | | | 1,740,596 | | |
Lyondellbasell Industries NV, 5.00%, 4/15/19, Callable 1/15/19 @ 100 (d) | | | 1,800,000 | | | | 1,817,982 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Newcrest Finance Pty Ltd., 5.75%, 11/15/41 (a) | | $ | 1,720,000 | | | $ | 1,797,073 | | |
Rio Tinto Finance USA Ltd. 3.75%, 6/15/25, Callable 3/15/25 @ 100 (c) | | | 1,415,000 | | | | 1,423,080 | | |
5.20%, 11/2/40 | | | 723,000 | | | | 817,127 | | |
Vale Overseas Ltd., 6.25%, 8/10/26 | | | 2,340,000 | | | | 2,539,040 | | |
| | | 13,030,014 | | |
Real Estate (0.7%): | |
Lexington Realty Trust, 4.25%, 6/15/23, Callable 3/15/23 @ 100 | | | 1,557,000 | | | | 1,531,730 | | |
National Retail Properties, Inc., 3.60%, 12/15/26, Callable 9/15/26 @ 100 | | | 1,280,000 | | | | 1,212,429 | | |
Welltower, Inc., 4.50%, 1/15/24, Callable 10/15/23 @ 100 (c) | | | 1,861,000 | | | | 1,893,884 | | |
| | | 4,638,043 | | |
Telecommunication Services (1.8%): | |
AT&T, Inc. 2.30%, 3/11/19 (d) | | | 9,000,000 | | | | 8,965,530 | | |
5.15%, 11/15/46, Callable 5/15/46 @ 100 (a) (d) | | | 3,833,000 | | | | 3,617,355 | | |
| | | 12,582,885 | | |
Utilities (1.8%): | |
Arizona Public Service Co., 2.95%, 9/15/27, Callable 6/15/27 @ 100 | | | 1,800,000 | | | | 1,691,676 | | |
Consolidated Edison, Inc., 6.30%, 8/15/37 | | | 1,870,000 | | | | 2,358,463 | | |
Empresa Nacional de Electricidad SA, 4.25%, 4/15/24, Callable 1/15/24 @ 100 (c) | | | 3,527,000 | | | | 3,504,357 | | |
Iberdrola International BV 6.75%, 9/15/33 | | | 373,000 | | | | 435,709 | | |
6.75%, 7/15/36 | | | 783,000 | | | | 990,714 | | |
Nevada Power Co., 6.65%, 4/1/36 (d) | | | 600,000 | | | | 772,482 | | |
Oklahoma G&E Co., 5.25%, 5/15/41, Callable 11/15/40 @ 100 | | | 1,546,000 | | | | 1,759,147 | | |
Public Service Enterprise Group, Inc., 4.00%, 6/1/44, Callable 12/1/43 @ 100 | | | 1,289,000 | | | | 1,255,009 | | |
| | | 12,767,557 | | |
Total Corporate Bonds (Cost $243,689,547) | | | 236,650,370 | | |
Government National Mortgage Association (0.0%) (e) | |
Multi-family (0.0%): | |
Collateralized Mortgage Obligations (0.0%): | |
Government National Mortgage Association 6.00%, 12/15/33 | | | 36,106 | | | | 39,811 | | |
Total Government National Mortgage Association (Cost $37,050) | | | 39,811 | | |
U.S. Government Mortgage Backed Agencies (35.7%) | |
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 – 7/1/39 (d) | | | 2,155,769 | | | | 2,299,016 | | |
Series 4139, Class DA, 1.25%, 12/15/27 | | | 8,885,705 | | | | 8,388,542 | | |
7.00%, 9/1/38 (d) | | | 87,374 | | | | 99,177 | | |
Series 4290, Class CA, 3.50%, 12/15/38 – 11/1/47 | | | 28,168,211 | | | | 28,101,728 | | |
Series 3713, Class PA, 2.00%, 2/15/40 – 3/15/40 (d) | | | 10,849,545 | | | | 10,557,430 | | |
4.00%, 1/1/41 (d) | | | 2,064,820 | | | | 2,122,695 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares or Principal Amount | | Value | |
4.50%, 1/1/41 – 5/1/47 (d) | | $ | 18,668,652 | | | $ | 19,591,934 | | |
Series 4049, Class AB, 2.75%, 12/15/41 | | | 1,732,674 | | | | 1,711,994 | | |
Series 4494, Class JA, 3.75%, 5/15/42 | | | 6,680,375 | | | | 6,779,068 | | |
| | | 79,651,584 | | |
Federal Home Loan Mortgage Corp., Structured Agency Credit Risk Debt Notes 4.29%, (LIBOR01M+220bps), 2/25/24 (d) | | | 3,351,045 | | | | 3,449,137 | | |
Federal National Mortgage Association 6.00%, 8/1/21 – 2/1/37 (d) | | | 3,058,241 | | | | 3,327,287 | | |
5.00%, 4/1/23 – 12/1/39 | | | 1,576,148 | | | | 1,684,741 | | |
7.50%, 12/1/29 | | | 50,955 | | | | 57,500 | | |
8.00%, 1/1/30 – 9/1/30 | | | 26,952 | | | | 30,716 | | |
7.00%, 2/1/32 – 6/1/32 | | | 43,630 | | | | 49,238 | | |
3.41%, (LIBOR12M+166bps), 12/1/36 (d) | | | 140,495 | | | | 146,719 | | |
5.50%, 1/1/38 – 2/1/39 (d) | | | 1,031,003 | | | | 1,126,322 | | |
4.50%, 12/1/38 – 6/1/40 (d) | | | 10,875,430 | | | | 11,306,672 | | |
Series 2013-33, Class UD, 2.50%, 4/25/39 – 12/25/47 | | | 10,340,527 | | | | 10,003,008 | | |
Series 2013-137, Class A, 3.50%, 3/25/40 – 11/1/47 | | | 45,704,436 | | | | 45,578,028 | | |
4.00%, 9/1/40 – 5/1/48 | | | 32,875,178 | | | | 33,709,919 | | |
Series 2011-101, Class LA, 3.00%, 10/25/40 – 2/1/47 | | | 51,223,193 | | | | 49,787,591 | | |
Series 2013-81, Class KA, 2.75%, 9/25/42 | | | 6,696,262 | | | | 6,571,876 | | |
3.44%, (LIBOR12M+169bps), 8/1/46 (d) | | | 153,658 | | | | 161,989 | | |
| | | 163,541,606 | | |
Government National Mortgage Association 6.00%, 10/15/32 | | | 107,672 | | | | 117,611 | | |
Total U.S. Government Mortgage Backed Agencies (Cost $254,090,722) | | | 246,759,938 | | |
U.S. Treasury Obligations (16.7%) | |
U.S. Treasury Bills, 1.66%, 8/2/18 (d) (f) | | | 7,641,000 | | | | 7,629,372 | | |
U.S. Treasury Bonds 2.88%, 5/15/43 (d) | | | 8,790,000 | | | | 8,631,387 | | |
3.63%, 2/15/44 (d) | | | 11,556,000 | | | | 12,885,075 | | |
U.S. Treasury Notes 1.75%, 5/31/22 | | | 28,599,000 | | | | 27,601,443 | | |
2.75%, 4/30/23 | | | 52,069,000 | | | | 52,122,021 | | |
2.00%, 8/15/25 (d) | | | 6,633,000 | | | | 6,284,762 | | |
Total U.S. Treasury Obligations (Cost $114,474,711) | | | 115,154,060 | | |
Collateral for Securities Loaned (0.8%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.06% (g) | | | 751,531 | | | | 751,531 | | |
Fidelity Investments Prime Money Market Portfolio, Class I, 2.07% (g) | | | 683,235 | | | | 683,235 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 1.81% (g) | | | 1,545,079 | | | | 1,545,079 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.16% (g) | | | 341,577 | | | | 341,577 | | |
JPMorgan Prime Money Market Fund, Capital Class, 2.05% (g) | | | 1,776,152 | | | | 1,776,152 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.12% (g) | | $ | 614,839 | | | $ | 614,839 | | |
Total Collateral for Securities Loaned (Cost $5,712,413) | | | 5,712,413 | | |
Total Investments (Cost $699,318,070) — 98.9% | | | 683,837,919 | | |
Other assets in excess of liabilities — 1.1% | | | 7,479,863 | | |
NET ASSETS — 100.0% | | $ | 691,317,782 | | |
(a) 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, 2018, the fair value of these securities was $52,675,384 and amounted to 7.6% of net assets.
(b) Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2018.
(c) All or a portion of this security is on loan.
(d) All or a portion of this security has been segregated as collateral for derivative instruments.
(e) Amount represents less than 0.05% of net assets.
(f) Rate represents the effective yield at June 30, 2018.
(g) Rate disclosed is the daily yield on June 30, 2018.
bps — Basis points
LIBOR — London InterBank Offered Rate
LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2018, based on the last reset date of the security
LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2018, based on the last reset date of the security
LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of June 30, 2018, based on the last reset date of the security
LLC — Limited Liability Company
LP — Limited Partnership
MTN — Medium Term Note
PLC — Public Limited Company
US0003M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2018, based on the last reset date of the security
Futures Contracts Purchased
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
10-Year U.S. Treasury Note Future | | | 335 | | | 9/19/18 | | $ | 40,051,959 | | | $ | 40,262,813 | | | $ | 210,854 | | |
5-Year U.S. Treasury Note Future | | | 259 | | | 9/28/18 | | | 29,387,248 | | | | 29,426,851 | | | | 39,603 | | |
| | | | | | | | | | $ | 250,457 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Futures Contracts Sold
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
2-Year U.S. Treasury Note Future | | | 96 | | | 9/28/18 | | $ | 20,342,672 | | | $ | 20,335,500 | | | $ | 7,172 | | |
| | Total unrealized appreciation | | | | | | | | $ | 257,629 | | |
| | Total unrealized depreciation | | | | | | | | | — | | |
| | Total net unrealized appreciation | | | | | | | | $ | 257,629 | | |
Centrally Cleared
Credit Default Swap Agreements — Sell Protection (a)
Underlying Instrument | | Fixed Deal Received Rate | | Maturity Date | | Payment Frequency | | Implied Credit Spread at June 30, 2018 (b) | | Notional Amount (c) | | Value | | Premiums Paid (Received) | | Unrealized Appreciation (Depreciation) | |
CDX North America High Yield Index; Series 30 | | | 5.00 | % | | 6/20/23 | | Daily | | | 3.63 | % | | $ | 42,200,000 | | | $ | 2,492,732 | | | $ | 2,444,435 | | | $ | 48,297 | | |
(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.
See notes to financial statements.
10
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2018 | |
(Unaudited)
| | Victory INCORE Investment Quality Bond VIP Series | |
ASSETS: | |
Investments, at value (Cost $699,318,070) | | $ | 683,837,919 | (a) | |
Cash and cash equivalents | | | 5,271,406 | | |
Deposits with broker for futures contracts | | | 1,520,922 | | |
Deposits with broker for swap agreements | | | 5,231,393 | | |
Interest receivable | | | 3,652,622 | | |
Receivable for capital shares issued | | | 998 | | |
Variation margin receivable on open futures contracts | | | 3,000 | | |
Variation margin receivable on open swap agreements | | | 27,666 | | |
Receivable from Adviser | | | 25,212 | | |
Prepaid expenses | | | 19,472 | | |
Total Assets | | | 699,590,610 | | |
LIABILITIES: | |
Securities lending collateral | | | 5,712,413 | | |
Payable for investments purchased | | | 2,009,200 | | |
Payable for capital shares redeemed | | | 151,712 | | |
Variation margin payable on open futures contracts | | | 5,211 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 285,123 | | |
Administration fees | | | 34,787 | | |
Custodian fees | | | 5,243 | | |
Transfer agent fees | | | 218 | | |
Chief Compliance Officer fees | | | 863 | | |
Trustees' fees | | | 36 | | |
Other accrued expenses | | | 68,021 | | |
Total Liabilities | | | 8,272,828 | | |
NET ASSETS: | |
Capital | | | 697,724,439 | | |
Accumulated net investment income (loss) | | | 12,919,233 | | |
Accumulated net realized gains (losses) from investments | | | (4,151,665 | ) | |
Net unrealized appreciation (depreciation) on investments | | | (15,174,225 | ) | |
Net Assets | | $ | 691,317,782 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 58,076,394 | | |
Net asset value: | | $ | 11.90 | | |
(a) Includes $5,534,127 of securities on loan.
See notes to financial statements.
11
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2018 | |
(Unaudited)
| | Victory INCORE Investment Quality Bond VIP Series | |
Investment Income: | |
Interest income | | $ | 10,891,537 | | |
Securities lending income | | | 12,479 | | |
Total Income | | | 10,904,016 | | |
Expenses: | |
Investment advisory fees | | | 1,766,058 | | |
Administration fees | | | 207,275 | | |
Custodian fees | | | 16,195 | | |
Transfer agent fees | | | 939 | | |
Trustees' fees | | | 28,821 | | |
Chief Compliance Officer fees | | | 3,112 | | |
Legal and audit fees | | | 41,647 | | |
Other expenses | | | 62,281 | | |
Total Expenses | | | 2,126,328 | | |
Expenses waived/reimbursed by Adviser | | | (148,889 | ) | |
Net Expenses | | | 1,977,439 | | |
Net Investment Income (Loss) | | | 8,926,577 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains (losses) from investment transactions | | | (3,348,508 | ) | |
Net realized gains (losses) from futures transactions | | | (809,290 | ) | |
Net realized gains (losses) from swap transactions | | | 1,349,488 | | |
Net change in unrealized appreciation/depreciation on investments | | | (17,411,308 | ) | |
Net change in unrealized appreciation/depreciation on futures transactions | | | 456,839 | | |
Net change in unrealized appreciation/depreciation on swap transactions | | | (159,334 | ) | |
Net realized/unrealized gains (losses) on investments | | | (19,922,113 | ) | |
Change in net assets resulting from operations | | $ | (10,995,536 | ) | |
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, 2018 | | Year Ended December 31, 2017 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 8,926,577 | | | $ | 16,911,088 | | |
Net realized gains (losses) from investment transactions | | | (2,808,310 | ) | | | 4,641,216 | | |
Net change in unrealized appreciation/depreciation on investments | | | (17,113,803 | ) | | | 8,760,833 | | |
Change in net assets resulting from operations | | | (10,995,536 | ) | | | 30,313,137 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (17,209,084 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (17,209,084 | ) | |
Change in net assets resulting from capital transactions | | | (24,408,156 | ) | | | (2,674,726 | ) | |
Change in net assets | | | (35,403,692 | ) | | | 10,429,327 | | |
Net Assets: | |
Beginning of period | | | 726,721,474 | | | | 716,292,147 | | |
End of period | | $ | 691,317,782 | | | $ | 726,721,474 | | |
Accumulated net investment income (loss) | | $ | 12,919,233 | | | $ | 3,992,656 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 30,879,211 | | | $ | 84,023,731 | | |
Distributions reinvested | | | — | | | | 17,209,084 | | |
Cost of shares redeemed | | | (55,287,367 | ) | | | (103,907,541 | ) | |
Change in net assets resulting from capital transactions | | $ | (24,408,156 | ) | | $ | (2,674,726 | ) | |
Share Transactions: | |
Issued | | | 2,581,559 | | | | 6,961,615 | | |
Reinvested | | | — | | | | 1,429,326 | | |
Redeemed | | | (4,652,942 | ) | | | (8,518,824 | ) | |
Change in Shares | | | (2,071,383 | ) | | | (127,883 | ) | |
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, 2018 | | Year Ended December 31, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 12.08 | | | $ | 11.88 | | | $ | 11.98 | | | $ | 12.38 | | | $ | 12.18 | | | $ | 12.78 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.15 | (a) | | | 0.28 | (a) | | | 0.27 | (a) | | | 0.31 | (a) | | | 0.38 | | | | 0.34 | | |
Net realized and unrealized gains (losses) on investments | | | (0.33 | ) | | | 0.21 | | | | 0.15 | | | | (0.27 | ) | | | 0.30 | | | | (0.54 | ) | |
Total from Investment Activities | | | (0.18 | ) | | | 0.49 | | | | 0.42 | | | | 0.04 | | | | 0.68 | | | | (0.20 | ) | |
Distributions to Shareholders: | |
Net investment income | | | — | | | | (0.29 | ) | | | (0.30 | ) | | | (0.32 | ) | | | (0.38 | ) | | | (0.34 | ) | |
Net realized gains from investments | | | — | | | | — | | | | (0.22 | ) | | | (0.12 | ) | | | (0.10 | ) | | | (0.06 | ) | |
Total Distributions to Shareholders | | | — | | | | (0.29 | ) | | | (0.52 | ) | | | (0.44 | ) | | | (0.48 | ) | | | (0.40 | ) | |
Capital Contributions from Prior Custodian, Net (See Note 8) | | | — | | | | — | | | | — | (b) | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 11.90 | | | $ | 12.08 | | | $ | 11.88 | | | $ | 11.98 | | | $ | 12.38 | | | $ | 12.18 | | |
Total Return (c) (d) | | | (1.49 | )% | | | 4.15 | % | | | 3.53 | %(e) | | | 0.33 | % | | | 5.55 | % | | | (1.63 | )% | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 691,318 | | | $ | 726,721 | | | $ | 716,292 | | | $ | 755,696 | | | $ | 802,377 | | | $ | 794,727 | | |
Ratio of net expenses to average net assets (f) | | | 0.56 | % | | | 0.56 | % | | | 0.55 | % | | | 0.56 | % | | | 0.56 | % | | | 0.56 | % | |
Ratio of net investment income (loss) to average net assets (f) | | | 2.53 | % | | | 2.28 | % | | | 2.17 | % | | | 2.47 | % | | | 2.93 | % | | | 2.72 | % | |
Ratio of gross expenses to average net assets (f) (g) | | | 0.60 | % | | | 0.61 | % | | | 0.55 | % | | | 0.56 | % | | | 0.56 | % | | | 0.56 | % | |
Portfolio turnover (d) | | | 39 | % | | | 83 | % | | | 142 | % | | | 41 | % | | | 47 | % | | | 199 | % | |
(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 8).
(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, 2018 | |
(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. 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. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.
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 exchange-traded funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, 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, 2018 | |
(Unaudited)
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.
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.
Swap agreements, are valued at the mean between the current bid and ask prices. In each of these situations, valuations are typically categorized as Level 2 in the fair value hierarchy.
Debt securities of United States ("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. In each of these situations, valuations are typically categorized as Level 2 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, based on the observability of inputs used to determine the fair value.
For the six months ended June 30, 2018, 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, 2018, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed 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^ | |
Asset Backed Securities | | $ | — | | | $ | — | | | $ | 50,195,365 | | | $ | — | | | $ | 50,195,365 | | | $ | — | | |
Collateralized Mortgage Obligations | | | — | | | | — | | | | 21,746,932 | | | | — | | | | 21,746,932 | | | | — | | |
Residential Mortgage Backed Securities | | | — | | | | — | | | | 7,579,030 | | | | — | | | | 7,579,030 | | | | — | | |
Corporate Bonds | | | — | | | | — | | | | 236,650,370 | | | | — | | | | 236,650,370 | | | | — | | |
Government National Mortgage Association | | | — | | | | — | | | | 39,811 | | | | — | | | | 39,811 | | | | — | | |
U.S. Government Mortgage Backed Agencies | | | — | | | | — | | | | 246,759,938 | | | | — | | | | 246,759,938 | | | | — | | |
U.S. Treasury Obligations | | | — | | | | — | | | | 115,154,060 | | | | — | | | | 115,154,060 | | | | — | | |
Collateral for Securities Loaned | | | 5,712,413 | | | | — | | | | — | | | | — | | | | 5,712,413 | | | | — | | |
Futures Contracts | | | — | | | | 257,629 | | | | — | | | | — | | | | — | | | | 257,629 | | |
Credit Default Swap | | | — | | | | — | | | | — | | | | 48,297 | | | | — | | | | 48,297 | | |
Total | | $ | 5,712,413 | | | $ | 257,629 | | | $ | 678,125,506 | | | $ | 48,297 | | | $ | 683,837,919 | | | $ | 305,926 | | |
^ Other Financial instruments include any derivative instruments not reflected in the Schedule of Portfolio Investments as investment securities, such as futures contracts and swap agreements. These instruments are generally recorded in the financial statements at the unrealized gain or loss on the investment.
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
There were no transfers among any levels during the six months ended June 30, 2018.
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/or 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, 2018, 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 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.
Investment Companies:
The Fund may invest in portfolios of open-end investment companies. These investment companies 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.
17
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
Derivative Instruments:
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, 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. The collateral held by the Fund is presented on the Statement of Assets and Liabilities under Deposit with broker for futures contracts.
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.
18
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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, 2018, the Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management.
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, as of June 30, 2018:
| | Assets | |
| | Variation Margin Receivable on Open Futures Contracts* | | Variation Margin Receivable on Open Swap Agreements* | |
Credit Risk Exposure | | $ | — | | | $ | 48,297 | | |
Interest Rate Risk Exposure | | | 257,629 | | | | — | | |
* Includes cumulative appreciation/depreciation of futures contracts and centrally cleared swap agreements as reported in the Schedule of Investments. Only current day's variation margin is reported within the Statement of Assets and Liabilities.
19
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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, 2018.
| | Net Realized Gains (Losses) 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) from Futures Transactions | | Net Realized Gains (Losses) from Swap Transactions | | Net Change in Unrealized Appreciation/ Depreciation on Futures Transactions | | Net Change in Unrealized Appreciation/ Depreciation on Swap Transactions | |
Credit Risk Exposure | | $ | — | | | $ | 1,349,488 | | | $ | — | | | $ | (159,334 | ) | |
Interest Rate Risk Exposure | | | (809,290 | ) | | | — | | | | 456,839 | | | | — | | |
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.
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 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 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.
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(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, 2018:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Net Amount | |
$ | 5,534,127 | | | $ | 5,712,413 | | | $ | 178,286 | | |
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, or jointly with an affiliated trust, are allocated among the Fund and respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.
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, 2018 were as follows:
Purchases (excluding U.S. Government Securities) | | Sales (excluding U.S. Government Securities) | | Purchases of U.S. Government Securities | | Sales of U.S. Government Securities | |
$ | 36,419,682 | | | $ | 95,923,994 | | | $ | 231,282,350 | | | $ | 175,339,728 | | |
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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 indirect subsidiary of Victory Capital Holdings Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC,.
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 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.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services 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.
The Chief Compliance Officer ("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.
The Victory Trusts pay an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Trusts and are presented in the Statement of Operations.
Shearman & Sterling 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.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2019. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by the Fund in any fiscal year exceed the expense limit for 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, 2018, the expense limit (excluding voluntary waivers) is 0.56%.
The Fund has agreed to repay fees and expenses 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 the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2018, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
June 30, 2018, if any, are reflected on the Statement of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
| | Expires 12/31/2020 | | Expires 12/31/2021 | |
| | | | $ | 362,552 | | | $ | 148,889 | | |
The Adviser, 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. There were no voluntary waivers or reimbursements for the six months ended June 30, 2018.
Certain officers and/or interested trustees of the Fund are also officers of the Adviser, Administrator and Fund Accountant, and Legal.
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 for 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 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 28, 2017, 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, another series of the Victory Trusts, with that Fund paying the related commitment fees for that amount. 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. The agreement was subsequently amended on July 27, 2018 with a new termination date of July 26, 2019. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the six months ended June 30, 2018, Citibank earned approximately $74,384 in commitment fees from the Victory Trusts. Each fund in the Victory Trusts pays a pro-rata portion of the commitment fees plus any interest on amounts borrowed. As of June 30, 2018, the interest rate on outstanding borrowings was 3.10%.
The Fund did not utilize or participate in the Line of Credit during the six months ended June 30, 2018.
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
Interfund Lending:
The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other 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.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2018.
7. Federal Income Tax Information:
The tax character of 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, 2018.
The tax character of distributions paid during the most recent tax year ended December 31, 2017 were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2017 | |
Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 17,209,084 | | | $ | — | | | $ | 17,209,084 | | |
As of the most recent tax year ended December 31, 2017, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 4,284,712 | | | $ | 4,912 | | | $ | 4,289,624 | | | $ | 299,255 | | | $ | 4,588,879 | | |
*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, 2017, the Fund did not utilize any capital loss carryforwards.
As of June 30, 2018, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 700,634,561 | | | $ | 2,474,603 | | | $ | (18,965,319 | ) | | $ | (16,490,716 | ) | |
8. Capital Contribution from Prior Custodian:
The Fund received notification from the Fund's 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 over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
State Street paid the refunded amounts during January 2017. Based on billing information received during 2016 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 Financial Highlights as "Capital Contribution from Prior Custodian, Net".
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, 2018, 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 | |
New York Life Insurance and Annuity Corporation | | | 100.0 | % | |
10. Recent Accounting Pronouncements:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules introduced two new regulatory reporting forms for investment companies, Form N-PORT and Form N-CEN. The Fund's compliance date for Form N-PORT is June 1, 2018, and the Fund will make its initial filing with the SEC on Form N-PORT for the period ending March 31, 2019. Effective with the period ended June 30, 2018, the Fund will be required to maintain, and make available to the SEC upon request, the information required to be included in Form N-PORT. Form N-PORT will replace Form N-Q filings effective with the requirement to file the Form N-PORT with the SEC for the period ending March 31, 2019. The Fund's compliance date for Form N-CEN is June 1, 2018, and the Fund will make its initial filing on Form N-CEN for the period ending December 31, 2018. Form N-CEN will replace Form N-SAR filings. The Fund's adoption of these amendments has no effect on the Fund's net assets or results of operations.
In March 2017, the FASB issued Accounting Standards Update No. 2017-08 "Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently evaluating the implications of ASU 2017-08 and its impact on the financial statements and related disclosures has not yet been determined.
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.
25
Victory Variable Insurance Funds | | Supplemental Information June 30, 2018 | |
(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, 42 portfolios in Victory Portfolios and 20 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, 66 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016- December 2017). | |
Nigel D.T. Andrews, 71 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 67* | | Trustee | | February 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 74 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
26
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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 | |
Sally M. Dungan, 64 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
John L. Kelly, 65 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016-September 2017); Advisor (January 2016-April 2016) and Managing Partner (August 2014-January 2016), Endgate Commodities LLC; Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 61* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 57 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | |
Leigh A. Wilson, 73 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 46** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011- 2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013) | | 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, 2018 | |
(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. 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, 56 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 49 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 44 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, 53 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, 34 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017), Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018). | |
Colin Kinney, 44 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, 58 | | 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, 64 | | Assistant Secretary | | February 1998 | | Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-2017). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
28
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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's website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Portfolio Investments:
The Trust files a complete list of Schedules of Portfolio 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, 2018 through June 30, 2018.
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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 985.10 | | | $ | 2.76 | | | | 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 divided by the number of days in the fiscal year).
29
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 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 divided by the number of days in the fiscal year).
30
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
(a) Amount represents less than 0.05% of
investments.
31
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*
*You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
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Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-IIQBVIP-SAR (6/18)
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June 30, 2018
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 | | | 7 | | |
Statement of Operations | | | 8 | | |
Statements of Changes in Net Assets | | | 9 | | |
Financial Highlights | | | 10 | | |
Notes to Financial Statements | | | 11 | | |
Supplemental Information | |
Trustee and Officer Information | | | 20 | | |
Proxy Voting and Form N-Q Information | | | 23 | | |
Expense Examples | | | 23 | | |
Portfolio Holdings | | | 25 | | |
Privacy Policy (inside back cover) | | | |
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
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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, 2018 | |
(Unaudited)
Security Description | | Shares or Principal Amount | | Value | |
Common Stocks (2.8%) | |
Consumer Discretionary (2.5%): | |
Wynn Resorts Ltd. | | | 1,000 | | | $ | 167,340 | | |
AMC Entertainment Holdings, Inc., Class A | | | 20,000 | | | | 318,000 | | |
AMC Networks, Inc., Class A (a) | | | 3,000 | | | | 186,600 | | |
TEGNA, Inc. (b) | | | 17,000 | | | | 184,450 | | |
| | | 856,390 | | |
Energy (0.3%): | |
Sanchez Energy Corp. (a) (b) | | | 26,000 | | | | 117,520 | | |
Total Common Stocks (Cost $1,024,581) | | | 973,910 | | |
Senior Secured Loans (28.1%) | |
Ai Ladder Luxembourg Subco Sarl, 1st Lien Term Loan B , 7.02% (LIBOR01M+450bps), 5/4/25 (c) (d) | | $ | 400,000 | | | | 397,832 | | |
Alphabet Holding Co., Inc., 2nd Lien Term Loan , 9.84% (LIBOR01M+775bps), 8/15/25, Callable 8/3/18 @ 102 (c) | | | 700,000 | | | | 567,294 | | |
Avaya, Inc., 1st Lien Term Loan B , 6.32% (LIBOR01M+425bps), 12/15/24, Callable 8/3/18 @ 101 (c) | | | 348,250 | | | | 348,470 | | |
Bass Pro Group LLC, Term Loan B , 7.09% (LIBOR01M+500bps), 12/16/23, Callable 8/3/18 @ 100 (c) | | | 744,375 | | | | 744,845 | | |
BJ's Wholesale Club, Inc. , 9.53% (LIBOR01M+750bps), 1/27/25, Callable 8/3/18 @ 101 (c) | | | 472,983 | | | | 477,121 | | |
Caesars Resort Collection LLC, 1st Lien Term Loan B , 4.84% (LIBOR01M+275bps), 10/2/24, Callable 8/3/18 @ 100 (c) | | | 497,500 | | | | 495,550 | | |
Chesapeake Energy Corp. , 9.59% (LIBOR01M+750bps), 8/23/21, Callable 8/23/18 @ 104.25 (c) | | | 600,000 | | | | 627,126 | | |
Crown Finance US, Inc., 1st Lien Term Loan B , 4.59% (LIBOR01M+250bps), 2/7/25, Callable 8/3/18 @ 101 (c) | | | 349,125 | | | | 346,252 | | |
Dayco Products LLC , 6.55% (LIBOR03M+425bps), 5/19/24, Callable 8/3/18 @ 101 (c) | | | 495,000 | | | | 493,763 | | |
Hertz Corp., Term Loan B1 , 4.85% (LIBOR01M+275bps), 6/30/23, Callable 8/3/18 @ 100 (c) | | | 494,911 | | | | 490,971 | | |
Navistar, Inc., 1st Lien Term Loan B , 5.53% (LIBOR01M+350bps), 11/2/24, Callable 8/3/18 @ 100 (c) | | | 498,750 | | | | 498,441 | | |
Packaging Coordinators Midco, Inc., 2nd Lien Term Loan , 11.09% (LIBOR03M+875bps), 7/1/24, Callable 8/3/18 @ 100 (c) | | | 400,000 | | | | 398,000 | | |
PetSmart, Inc. , 5.01% (LIBOR01M+300bps), 3/10/22, Callable 8/3/18 @ 100 (c) | | | 494,898 | | | | 408,103 | | |
Prospect Medical Holdings, Inc., 1st Lien Term Loan B , 7.50% (LIBOR01M+550bps), 2/16/24, Callable 8/3/18 @ 101 (c) | | | 349,125 | | | | 348,250 | | |
Radiate Holdco LLC , 5.09% (LIBOR01M+300bps), 2/1/24, Callable 7/26/18 @ 100 (c) | | | 497,481 | | | | 489,920 | | |
Reynolds Group Holdings, Inc., 1st Lien Term Loan B , 4.84% (LIBOR01M+275bps), 2/5/23, Callable 8/3/18 @ 100 (c) | | | 658,300 | | | | 656,373 | | |
SIWF Holdings, Inc. , 10.57% (LIBOR01M+850bps), 5/26/26 (c) | | | 500,000 | | | | 480,000 | | |
Sprint Communications, Inc., 1st Lien Term Loan B , 4.63% (LIBOR01M+250bps), 2/2/24, Callable 8/3/18 @ 100 (c) | | | 498,737 | | | | 496,027 | | |
Stars Group Holdings BV, 1st Lien Term Loan B 5.83% (LIBOR02M+350 bps), 7/29/25 (c) (d) | | | 500,000 | | | | 499,999 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Utz Quality Foods LLC, 2nd Lien Term Loan , 9.34% (LIBOR01M+725bps), 11/21/25, Callable 8/3/18 @ 102 (c) | | $ | 300,000 | | | $ | 301,500 | | |
Windstream Services LLC, 1st Lien Term Loan , 5.34% (LIBOR01M+325bps), 2/8/24, Callable 8/3/18 @ 100 (c) | | | 247,463 | | | | 217,072 | | |
Total Senior Secured Loans (Cost $9,870,800) | | | 9,782,909 | | |
Corporate Bonds (67.1%) | |
Consumer Discretionary (15.4%): | |
AMC Entertainment Holdings, Inc., 5.75%, 6/15/25, Callable 6/15/20 @ 102.88 (e) | | | 500,000 | | | | 490,270 | | |
AMC Networks, Inc., 4.75%, 8/1/25, Callable 8/1/21 @ 102.38 | | | 400,000 | | | | 384,988 | | |
American Axle & Manufacturing, Inc., 6.63%, 10/15/22, Callable 8/3/18 @ 103.31 | | | 165,000 | | | | 169,440 | | |
AV Homes, Inc., 6.63%, 5/15/22, Callable 5/15/19 @ 103.31 | | | 175,000 | | | | 180,509 | | |
Beazer Homes USA, Inc., 5.88%, 10/15/27, Callable 10/15/22 @ 102.94 | | | 400,000 | | | | 348,404 | | |
Boyd Gaming Corp., 6.38%, 4/1/26, Callable 4/1/21 @ 103.19 | | | 392,000 | | | | 396,865 | | |
Cablevision Systems Corp., 5.88%, 9/15/22 (b) | | | 500,000 | | | | 495,855 | | |
Cequel Communications Holdings I LLC/Cequel Capital Corp., 5.13%, 12/15/21, Callable 8/3/18 @ 101.28 (f) | | | 400,000 | | | | 398,476 | | |
Downstream Development Authority of the Quapaw Tribe of Oklahoma, 10.50%, 2/15/23, Callable 2/15/20 @ 105.25 (f) | | | 500,000 | | | | 507,685 | | |
Golden Nugget, Inc., 8.75%, 10/1/25, Callable 10/1/20 @ 104.38 (f) | | | 500,000 | | | | 514,075 | | |
Stars Group Holdings BV/Stars Group US Co-Borrower LLC, 7.00%, 7/15/26, Callable 7/15/21 @ 103.5 (d) (f) | | | 250,000 | | | | 252,605 | | |
Titan Acquisition Ltd. / Titan Co-Borrower LLC, 7.75%, 4/15/26, Callable 4/15/21 @ 103.88 (e) (f) | | | 500,000 | | | | 466,620 | | |
VOC Escrow Ltd., 5.00%, 2/15/28, Callable 2/15/23 @ 102.5 (f) | | | 350,000 | | | | 331,723 | | |
Yum! Brands, Inc., 5.35%, 11/1/43, Callable 5/1/43 @ 100 | | | 550,000 | | | | 484,341 | | |
| | | 5,421,856 | | |
Consumer Staples (7.5%): | |
Albertsons Cos. LLC, 5.75%, 3/15/25, Callable 9/15/19 @ 104.31 | | | 500,000 | | | | 442,500 | | |
Apex Tool Group LLC /BC Mountain Finance, Inc., 9.00%, 2/15/23, Callable 2/15/19 @ 102 (b) (f) | | | 500,000 | | | | 484,750 | | |
Cott Holdings, Inc., 5.50%, 4/1/25, Callable 4/1/20 @ 104.13 (e) (f) | | | 500,000 | | | | 486,740 | | |
Dole Food Co., Inc., 7.25%, 6/15/25, Callable 6/15/20 @ 103.63 (f) | | | 500,000 | | | | 497,535 | | |
JBS USA LUX SA / JBS USA Finance, Inc., 6.75%, 2/15/28, Callable 2/15/23 @ 103.38 (b) (f) | | | 330,000 | | | | 311,731 | | |
Post Holdings, Inc., 5.00%, 8/15/26, Callable 8/15/21 @ 102.5 (f) | | | 400,000 | | | | 371,220 | | |
| | | 2,594,476 | | |
Energy (8.8%): | |
Diamond Offshore Drilling, Inc., 4.88%, 11/1/43, Callable 5/1/43 @ 100 | | | 818,000 | | | | 580,576 | | |
Endeavor Energy Resources LP/EER Finance, Inc., 5.50%, 1/30/26, Callable 1/30/21 @ 104.13 (f) | | | 350,000 | | | | 339,500 | | |
Ensco PLC, 5.75%, 10/1/44, Callable 4/1/44 @ 100 (e) | | | 620,000 | | | | 439,977 | | |
Hornbeck Offshore Services, Inc., 5.00%, 3/1/21, Callable 8/3/18 @ 101.25 | | | 650,000 | | | | 426,147 | | |
Noble Holding International Ltd., 6.20%, 8/1/40 | | | 800,000 | | | | 583,592 | | |
Transocean, Inc., 6.80%, 3/15/38 (e) | | | 800,000 | | | | 664,391 | | |
| | | 3,034,183 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Financials (3.5%): | |
Algeco Global Finance 2 PLC, 10.00%, 8/15/23, Callable 2/15/20 @ 105 (b) (e) (f) | | $ | 550,000 | | | $ | 555,071 | | |
ASP AMC Merger Sub, Inc., 8.00%, 5/15/25, Callable 5/15/20 @ 104 (e) (f) | | | 250,000 | | | | 207,615 | | |
Compass Group Diversified Holdings LLC, 8.00%, 5/1/26, Callable 5/1/21 @ 104 (e) (f) | | | 500,000 | | | | 488,360 | | |
| | | 1,251,046 | | |
Health Care (10.9%): | |
Air Medical Group Holdings, Inc., 6.38%, 5/15/23, Callable 8/3/18 @ 103.19 (b) (f) | | | 500,000 | | | | 465,460 | | |
Avantor, Inc., 9.00%, 10/1/25, Callable 10/1/20 @ 106.75 (b) (e) (f) | | | 500,000 | | | | 503,950 | | |
Ortho-Clinical Diagnostics, Inc., 6.63%, 5/15/22, Callable 8/3/18 @ 101.66 (b) (e) (f) | | | 500,000 | | | | 493,255 | | |
Polaris Intermediate Corp., 8.50%, 12/1/22, Callable 6/1/19 @ 104 (e) (f) | | | 330,000 | | | | 340,362 | | |
Sotera Health Topco, Inc., 8.13%, 11/1/21, Callable 8/3/18 @ 102 (f) | | | 500,000 | | | | 505,935 | | |
Surgery Center Holdings, 6.75%, 7/1/25, Callable 7/1/20 @ 103.38 (b) (f) | | | 500,000 | | | | 476,590 | | |
Valeant Pharmaceuticals International, Inc., 5.88%, 5/15/23, Callable 8/3/18 @ 102.94 (e) (f) | | | 500,000 | | | | 469,460 | | |
Vizient, Inc., 10.38%, 3/1/24, Callable 3/1/19 @ 107.78 (f) | | | 500,000 | | | | 551,855 | | |
| | | 3,806,867 | | |
Industrials (13.9%): | |
Ahern Rentals, Inc., 7.38%, 5/15/23, Callable 8/3/18 @ 105.53 (e) (f) | | | 500,000 | | | | 487,490 | | |
Beacon Escrow Corp., 4.88%, 11/1/25, Callable 11/1/20 @ 102.44 (b) (f) | | | 470,000 | | | | 433,072 | | |
BlueLine Rental Finance Corp./BlueLine Rental LLC, 9.25%, 3/15/24, Callable 3/15/20 @ 104.63 (f) | | | 500,000 | | | | 531,795 | | |
Covanta Holding Corp., 5.88%, 7/1/25, Callable 7/1/20 @ 104.41 | | | 500,000 | | | | 482,640 | | |
Flexi-Van Leasing, Inc., 10.00%, 2/15/23, Callable 2/15/20 @ 107.5 (f) | | | 170,000 | | | | 160,932 | | |
Manitowoc Foodservice, Inc., 9.50%, 2/15/24, Callable 2/15/19 @ 107.13 | | | 400,000 | | | | 440,416 | | |
Pisces Midco, Inc., 8.00%, 4/15/26, Callable 4/15/21 @ 104 (f) | | | 500,000 | | | | 480,705 | | |
SRS Distribution, Inc., 8.25%, 7/1/26, Callable 7/1/21 @ 104.13 (b) (e) (f) | | | 500,000 | | | | 498,025 | | |
Triumph Group, Inc., 4.88%, 4/1/21, Callable 8/3/18 @ 101.22 | | | 500,000 | | | | 484,720 | | |
W/S Packaging Holdings, Inc., 9.00%, 4/15/23, Callable 4/15/20 @ 104.5 (e) (f) | | | 400,000 | | | | 405,004 | | |
XPO Logistics, Inc., 6.50%, 6/15/22, Callable 8/3/18 @ 103.25 (b) (f) | | | 400,000 | | | | 409,516 | | |
| | | 4,814,315 | | |
Information Technology (1.8%): | |
Hughes Satellite Systems Corp., 6.63%, 8/1/26 | | | 500,000 | | | | 463,090 | | |
Travelport Corporate Finance PLC, 6.00%, 3/15/26, Callable 3/15/21 @ 103 (f) | | | 160,000 | | | | 161,142 | | |
| | | 624,232 | | |
Materials (1.9%): | |
Plastipak Holdings, Inc., 6.25%, 10/15/25, Callable 10/15/20 @ 103.13 (f) | | | 330,000 | | | | 303,923 | | |
Reynolds Group Issuer, Inc., 7.00%, 7/15/24, Callable 7/15/19 @ 103.5 (f) | | | 345,000 | | | | 352,225 | | |
| | | 656,148 | | |
Telecommunication Services (3.4%): | |
Intelsat Jackson Holdings SA, 5.50%, 8/1/23, Callable 8/3/18 @ 102.75 | | | 500,000 | | | | 448,960 | | |
Telesat Canada/Telesat LLC, 8.88%, 11/15/24, Callable 11/15/19 @ 106.66 (e) (f) | | | 500,000 | | | | 539,670 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares or Principal Amount | | Value | |
Windstream Services LLC/Windstream Finance Corp., 8.75%, 12/15/24, Callable 12/15/22 @ 102.5 (e) (f) | | $ | 223,000 | | | $ | 141,621 | | |
| | | 1,130,251 | | |
Total Corporate Bonds (Cost $23,496,469) | | | 23,333,374 | | |
Collateral for Securities Loaned (13.3%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.06% (g) | | | 609,550 | | | | 609,550 | | |
Fidelity Investments Prime Money Market Portfolio, Class I, 2.07% (g) | | | 554,156 | | | | 554,156 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 1.81% (g) | | | 1,253,178 | | | | 1,253,178 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.16% (g) | | | 277,045 | | | | 277,046 | | |
JPMorgan Prime Money Market Fund, Capital Class, 2.05% (g) | | | 1,440,596 | | | | 1,440,596 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.12% (g) | | | 498,682 | | | | 498,682 | | |
Total Collateral for Securities Loaned (Cost $4,633,208) | | | 4,633,208 | | |
Total Investments (Cost $39,025,058) — 111.3% | | | 38,723,401 | | |
Liabilities in excess of other assets — (11.3)% | | | (3,938,716 | ) | |
NET ASSETS — 100.0% | | $ | 34,784,685 | | |
(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, 2018.
(d) Security purchased on a when-issued basis.
(e) All or a portion of this security has been segregated as collateral for securities purchased on a when-issued basis.
(f) 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, 2018, the fair value of these securities was $14,925,693 and amounted to 42.9% of net assets.
(g) Rate disclosed is the daily yield on June 30, 2018.
bps — Basis points
LIBOR — London InterBank Offered Rate
LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2018, based on the last reset date of the security
LIBOR02M — 2 Month US Dollar LIBOR, rate disclosed as of June 30, 2018, based on the last reset date of the security
LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2018, based on the last reset date of the security
LLC — Limited Liability Company
LP — Limited Partnership
PLC — Public Limited Company
See notes to financial statements.
6
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2018 | |
(Unaudited)
| | Victory High Yield VIP Series | |
ASSETS: | |
Investments, at value (Cost $39,025,058) | | $ | 38,723,401 | (a) | |
Cash and cash equivalents | | | 1,404,829 | | |
Interest and dividends receivable | | | 468,585 | | |
Receivable for capital shares issued | | | 157 | | |
Receivable for investments sold | | | 85,101 | | |
Prepaid expenses | | | 995 | | |
Total Assets | | | 40,683,068 | | |
LIABILITIES: | |
Securities lending collateral | | | 4,633,208 | | |
Payable for investments purchased | | | 1,215,500 | | |
Payable for capital shares redeemed | | | 10,600 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 17,306 | | |
Administration fees | | | 1,759 | | |
Custodian fees | | | 2,157 | | |
Transfer agent fees | | | 82 | | |
Chief Compliance Officer fees | | | 47 | | |
Trustees' fees | | | 50 | | |
Other accrued expenses | | | 17,674 | | |
Total Liabilities | | | 5,898,383 | | |
NET ASSETS: | |
Capital | | | 37,644,817 | | |
Accumulated net investment income (loss) | | | 1,257,911 | | |
Accumulated net realized gains (losses) from investments | | | (3,816,386 | ) | |
Net unrealized appreciation (depreciation) on investments | | | (301,657 | ) | |
Net Assets | | $ | 34,784,685 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 4,986,965 | | |
Net asset value: | | $ | 6.98 | | |
(a) Includes $4,453,970 of securities on loan.
See notes to financial statements.
7
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2018 | |
(Unaudited)
| | Victory High Yield VIP Series | |
Investment Income: | |
Dividend income | | $ | 10,440 | | |
Interest income | | | 1,213,946 | | |
Securities lending income | | | 30,758 | | |
Total Income | | | 1,255,144 | | |
Expenses: | |
Investment advisory fees | | | 107,646 | | |
Administration fees | | | 10,555 | | |
Custodian fees | | | 4,940 | | |
Transfer agent fees | | | 173 | | |
Trustees' fees | | | 1,517 | | |
Chief Compliance Officer fees | | | 158 | | |
Legal and audit fees | | | 8,942 | | |
Other expenses | | | 12,024 | | |
Total Expenses | | | 145,955 | | |
Net Investment Income (Loss) | | | 1,109,189 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains (losses) from investment transactions | | | 184,797 | | |
Net change in unrealized appreciation/depreciation on investments | | | (677,327 | ) | |
Net realized/unrealized gains (losses) on investments | | | (492,530 | ) | |
Change in net assets resulting from operations | | $ | 616,659 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory High Yield VIP Series | |
| | Six Months Ended June 30, 2018 | | Year Ended December 31, 2017 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 1,109,189 | | | $ | 2,315,794 | | |
Net realized gains (losses) from investment transactions | | | 184,797 | | | | 573,774 | | |
Net change in unrealized appreciation/depreciation on investments | | | (677,327 | ) | | | 757,766 | | |
Change in net assets resulting from operations | | | 616,659 | | | | 3,647,334 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (2,204,964 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (2,204,964 | ) | |
Change in net assets resulting from capital transactions | | | (3,231,895 | ) | | | (2,884,746 | ) | |
Change in net assets | | | (2,615,236 | ) | | | (1,442,376 | ) | |
Net Assets: | |
Beginning of period | | | 37,399,921 | | | | 38,842,297 | | |
End of period | | $ | 34,784,685 | | | $ | 37,399,921 | | |
Accumulated net investment income (loss) | | $ | 1,257,911 | | | $ | 148,722 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 599,834 | | | $ | 2,746,992 | | |
Distributions reinvested | | | — | | | | 2,204,964 | | |
Cost of shares redeemed | | | (3,831,729 | ) | | | (7,836,702 | ) | |
Change in net assets resulting from capital transactions | | $ | (3,231,895 | ) | | $ | (2,884,746 | ) | |
Share Transactions: | |
Issued | | | 86,843 | | | | 394,480 | | |
Reinvested | | | — | | | | 321,893 | | |
Redeemed | | | (553,710 | ) | | | (1,121,744 | ) | |
Change in Shares | | | (466,867 | ) | | | (405,371 | ) | |
See notes to financial statements.
9
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | Victory High Yield VIP Series | |
| | Six Months Ended June 30, 2018 | | Year Ended December 31, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 6.86 | | | $ | 6.63 | | | $ | 6.13 | | | $ | 6.90 | | | $ | 7.70 | | | $ | 7.71 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.21 | (a) | | | 0.42 | (a) | | | 0.41 | (a) | | | 0.43 | (a) | | | 0.50 | | | | 0.54 | | |
Net realized and unrealized gains (losses) on investments | | | (0.09 | ) | | | 0.24 | | | | 0.53 | | | | (0.75 | ) | | | (0.56 | ) | | | (0.01 | ) | |
Total from Investment Activities | | | 0.12 | | | | 0.66 | | | | 0.94 | | | | (0.32 | ) | | | (0.06 | ) | | | 0.53 | | |
Distributions to Shareholders: | |
Net investment income | | | — | | | | (0.43 | ) | | | (0.45 | ) | | | (0.44 | ) | | | (0.53 | ) | | | (0.54 | ) | |
Net realized gains from investments | | | — | | | | — | | | | — | | | | — | | | | (0.21 | ) | | | — | | |
Return of Capital | | | — | | | | — | | | | — | | | | (0.01 | ) | | | — | | | | — | | |
Total Distributions to Shareholders | | | — | | | | (0.43 | ) | | | (0.45 | ) | | | (0.45 | ) | | | (0.74 | ) | | | (0.54 | ) | |
Capital Contributions from Prior Custodian, Net (See Note 8) | | | — | | | | — | | | | 0.01 | | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 6.98 | | | $ | 6.86 | | | $ | 6.63 | | | $ | 6.13 | | | $ | 6.90 | | | $ | 7.70 | | |
Total Return (b) (c) | | | 1.60 | % | | | 9.94 | % | | | 15.44 | %(d) | | | (4.58 | )% | | | (0.84 | )% | | | 6.94 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 34,785 | | | $ | 37,411 | | | $ | 38,842 | | | $ | 38,503 | | | $ | 44,533 | | | $ | 62,379 | | |
Ratio of net expenses to average net assets (e) | | | 0.81 | % | | | 0.79 | % | | | 0.87 | % | | | 0.89 | % | | | 0.82 | % | | | 0.74 | % | |
Ratio of net investment income (loss) to average net assets (e) | | | 6.18 | % | | | 6.02 | % | | | 6.31 | % | | | 6.15 | % | | | 5.68 | % | | | 5.90 | % | |
Ratio of gross expenses to average net assets (e) | | | 0.81 | % | | | 0.79 | % | | | 0.87 | %(f) | | | 0.89 | % | | | 0.82 | % | | | 0.74 | % | |
Portfolio turnover (c) | | | 57 | % | | | 173 | % | | | 159 | % | | | 148 | % | | | 212 | % | | | 92 | % | |
(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 0.15% for the period shown. (See Note 8).
(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.
10
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2018 | |
(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. 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 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. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.
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 exchange-traded funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, 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
11
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
is principally traded. In each of these situations, valuations are typically categorized as Level 1 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.
Debt securities of United States ("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. In each of these situations, valuations are typically categorized as Level 2 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, based on the observability of inputs used to determine the fair value.
For the six months ended June 30, 2018, 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, 2018, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed 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 | | $ | 973,910 | | | $ | — | | | $ | 973,910 | | |
Corporate Bonds | | | — | | | | 23,333,374 | | | | 23,333,374 | | |
Senior Secured Loans | | | — | | | | 9,782,909 | | | | 9,782,909 | | |
Collateral for Securities Loaned | | | 4,633,208 | | | | — | | | | 4,633,208 | | |
Total | | $ | 5,607,118 | | | $ | 33,116,283 | | | $ | 38,723,401 | | |
There were no transfers among any levels during the six months ended June 30, 2018.
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/or marketable securities at least equal in value to commitments for when-issued securities. Values of when-issued securities are included in "Payable for investments purchased" on the accompanying Statement of Assets and Liabilities. As of June 30, 2018, the Fund had $1,150,436 outstanding when-issued purchase commitments covered by the segregated assets as identified in the Schedules of Portfolio Investments.
12
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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.
Investment Companies:
The Fund may invest in portfolios of open-end investment companies. These investment companies 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.
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 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.
13
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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 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, 2018:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Net Amount | |
$ | 4,453,970 | | | $ | 4,633,208 | | | $ | 179,238 | | |
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.
14
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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, or jointly with an affiliated trust, are allocated among the Fund and respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.
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, 2018 were as follows:
Purchases | | Sales | |
$ | 19,905,801 | | | $ | 20,655,079 | | |
For the six months ended June 30, 2018, there were no purchases or sales of U.S. Government Securities.
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 indirect subsidiary of Victory Capital Holdings Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.
VCM has entered into a Sub-Advisory Agreement with Park Avenue Institutional Advisers LLC ("Park Avenue"). Park Avenue is responsible for providing day-to-day investment advisory services to the sub-advised Fund, subject to the oversight of the Board of Trustees of the Trust. Sub-investment advisory fees, which are paid by VCM to Park Avenue, do not represent a separate or additional expense to the Fund.
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 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.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services 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.
The Chief Compliance Officer ("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
15
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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.
The Victory Trusts pay an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Trusts and are presented in the Statement of Operations.
Shearman & Sterling 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.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2019. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by the Fund in any fiscal year exceed the expense limit for 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, 2018, the expense limit (excluding voluntary waivers) is 0.89%.
The Fund has agreed to repay fees and expenses 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 the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2018, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended June 30, 2018, if any, are reflected on the Statement of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
The Adviser, 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. There were no voluntary waivers or reimbursements for the six months ended June 30, 2018.
Certain officers and/or interested trustees of the Fund are also officers of the Adviser, Administrator and Fund Accountant, and Legal.
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 for 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
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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 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 28, 2017, 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, another series of the Victory Trusts, with that Fund paying the related commitment fees for that amount. 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. The agreement was subsequently amended on July 27, 2018 with a new termination date of July 26, 2019. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the six months ended June 30, 2018, Citibank earned approximately $74,384 in commitment fees from the Victory Trusts. Each fund in the Victory Trusts pays a pro-rata portion of the commitment fees plus any interest on amounts borrowed. As of June 30, 2018, the interest rate on outstanding borrowings was 3.10%.
The Fund did not utilize or participate in the Line of Credit during the six months ended June 30, 2018.
Interfund Lending:
The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other 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.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2018.
7. Federal Income Tax Information:
The tax character of 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, 2018.
The tax character of distributions paid during the most recent tax year ended December 31, 2017 were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):
Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 2,204,964 | | | $ | — | | | $ | 2,204,964 | | |
17
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
As of the most recent tax year ended December 31, 2017, 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 | | Undistributed Long-Term Capital Gains | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 148,721 | | | $ | — | | | $ | 148,721 | | | $ | (4,001,182 | ) | | $ | 375,670 | | | $ | (3,476,791 | ) | |
*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, 2017, the Fund utilized $570,449 capital loss carryforwards.
As of June 30, 2018, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 39,025,058 | | | $ | 619,503 | | | $ | (921,160 | ) | | $ | (301,657 | ) | |
8. Capital Contribution from Prior Custodian:
The Fund received notification from the Fund's 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 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 during 2016 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 Financial Highlights as "Capital Contribution from Prior Custodian, Net".
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, 2018, 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 | | | 100.0 | % | |
10. Recent Accounting Pronouncements:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules introduced two new regulatory reporting forms for investment companies, Form N-PORT and Form N-CEN. The Fund's compliance date for Form N-PORT is June 1, 2018, and the Fund will make its initial filing with the SEC on Form N-PORT for the period ending March 31, 2019. Effective with the period ended June 30, 2018, the Fund will be required to maintain, and make available to the SEC upon request, the information required to be included in Form N-PORT. Form N-PORT will replace Form N-Q filings effective with the requirement to file the Form N-PORT with the SEC for the period ending March 31, 2019. The Fund's compliance date for Form N-CEN is June 1, 2018, and the Fund will make its initial filing on Form N-CEN for
18
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
the period ending December 31, 2018. Form N-CEN will replace Form N-SAR filings. The Fund's adoption of these amendments has no effect on the Fund's net assets or results of operations.
In March 2017, the FASB issued Accounting Standards Update No. 2017-08 "Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently evaluating the implications of ASU 2017-08 and its impact on the financial statements and related disclosures has not yet been determined.
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, 2018 | |
(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, 42 portfolios in Victory Portfolios and 20 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, 66 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D.T. Andrews, 71 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.)(since 2012); Director, Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 67* | | Trustee | | February 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 74 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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 | |
Sally M. Dungan, 64 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
John L. Kelly, 65 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016-September 2017); Advisor (January 2016-April 2016) and Managing Partner (August 2014-January 2016), Endgate Commodities LLC; Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 61* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 57 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | |
Leigh A. Wilson, 73 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 46** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013), | | 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, 2018 | |
(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. 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, 56 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 49 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 44 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, 53 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, 34 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017), Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018). | |
Colin Kinney, 44 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, 58 | | 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, 64 | | Assistant Secretary | | February 1998 | | Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-2017). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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's website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Portfolio Investments:
The Trust files a complete list of Schedules of Portfolio 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, 2018 through June 30, 2018.
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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 1,016.00 | | | $ | 4.05 | | | | 0.81 | % | |
* 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).
23
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 1,020.78 | | | $ | 4.06 | | | | 0.81 | % | |
* 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).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
25
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*
*You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
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Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
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June 30, 2018
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 | | | 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 | | |
Privacy Policy (inside back cover) | | | |
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
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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 INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Asset Backed Securities (15.2%) | |
Ally Auto Receivables Trust , Series 2014-2, Class B, 2.10%, 3/16/20, Callable 7/15/18 @ 100 | | $ | 1,000,000 | | | $ | 999,713 | | |
American Express Credit Account Master Trust , Series 2013-1, Class A, 2.49%, (LIBOR01M+42bps), 2/16/21 (a) (b) | | | 1,800,000 | | | | 1,800,171 | | |
American Express Credit Account Master Trust , Series 2014-1, Class B, 2.57%, (LIBOR01M+50bps), 12/15/21 (a) (b) | | | 2,100,000 | | | | 2,103,661 | | |
AmeriCredit Automobile Receivables Trust , Series 2015-3, Class D, 3.34%, 8/8/21, Callable 12/8/19 @ 100 (b) | | | 1,675,000 | | | | 1,680,328 | | |
AmeriCredit Automobile Receivables Trust , Series 2018-1, Class B, 3.26%, 1/18/24, Callable 10/18/21 @ 100 | | | 2,800,000 | | | | 2,785,443 | | |
AmeriCredit Automobile Receivables Trust , Series 2016-3, Class C, 2.24%, 4/8/22, Callable 11/8/20 @ 100 (b) | | | 1,635,000 | | | | 1,608,559 | | |
AmeriCredit Automobile Receivables Trust , Series 2017-2, Class B, 2.40%, 5/18/22, Callable 11/18/20 @ 100 (b) | | | 1,385,000 | | | | 1,361,832 | | |
Avis Budget Rental Car Funding (AESOP) LLC , Series 2014-1, Class A, 2.46%, 7/20/20 (c) | | | 1,250,000 | | | | 1,244,284 | | |
Avis Budget Rental Car Funding (AESOP) LLC , Series 2013-1A, Class A, 1.92%, 9/20/19 (c) | | | 1,350,000 | | | | 1,348,422 | | |
CarMax Auto Owner Trust , Series 2015-2, Class A3, 1.37%, 3/16/20, Callable 7/15/19 @ 100 | | | 405,950 | | | | 404,888 | | |
Chase Issuance Trust , Series 2015-A7, Class A7, 1.62%, 7/15/20 | | | 2,000,000 | | | | 1,999,349 | | |
Chrysler Capital Auto Receivables Trust , Series 2016-BA, Class B, 2.22%, 5/16/22, Callable 3/15/21 @ 100 (c) | | | 1,700,000 | | | | 1,664,519 | | |
CNH Equipment Trust , Series 2014-B, Class A4, 1.61%, 5/17/21, Callable 7/15/18 @ 100 (b) | | | 356,488 | | | | 356,348 | | |
Drive Auto Receivables Trust , Series 2017-AA, Class C, 2.98%, 1/18/22, Callable 9/15/20 @ 100 (c) | | | 885,000 | | | | 884,896 | | |
Drive Auto Receivables Trust , Series 2017-1, Class B, 2.36%, 3/15/21, Callable 7/15/20 @ 100 | | | 1,035,000 | | | | 1,033,719 | | |
Drive Auto Receivables Trust , Series 2018-2, Class B, 3.22%, 4/15/22, Callable 9/15/23 @ 100 | | | 3,600,000 | | | | 3,601,292 | | |
DT Auto Owner Trust , Series 2017-2A, Class B, 2.44%, 2/15/21, Callable 9/15/20 @ 100 (c) | | | 1,235,000 | | | | 1,232,460 | | |
DT Auto Owner Trust , Series 2017-3A, Class B, 2.40%, 5/17/21, Callable 2/15/21 @ 100 (c) | | | 740,000 | | | | 736,768 | | |
GM Financing Automobile Leasing Trust , Series 2016-3, Class B, 1.97%, 5/20/20, Callable 5/20/19 @ 100 | | | 2,000,000 | | | | 1,983,728 | | |
Nissan Auto Receivables Owner Trust , Series 2015-B, Class A3, 1.34%, 3/16/20, Callable 12/15/19 @ 100 | | | 656,720 | | | | 654,574 | | |
Santander Drive Auto Receivables Trust , Series 2018-2, Class B, 3.03%, 9/15/22, Callable 7/15/22 @ 100 | | | 2,750,000 | | | | 2,733,140 | | |
Santander Drive Auto Receivables Trust , Series 2017-2, Class B, 2.21%, 10/15/21, Callable 7/15/20 @ 100 | | | 1,600,000 | | | | 1,589,659 | | |
Santander Drive Auto Receivables Trust , Series 2017-3, Class B, 2.19%, 3/15/22, Callable 1/15/21 @ 100 | | | 1,375,000 | | | | 1,356,807 | | |
Santander Drive Auto Receivables Trust , Series 2016-3, Class C, 2.46%, 3/15/22, Callable 7/15/20 @ 100 (b) | | | 2,770,000 | | | | 2,752,067 | | |
Santander Retail Auto Lease Trust , Series 2018-A, Class B, 3.20%, 4/20/22, Callable 3/20/21 @ 100 (c) | | | 1,585,000 | | | | 1,573,670 | | |
See notes to financial statements.
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Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Synchrony Credit Card Master Note Trust , Series 2016-1, Class A, 2.04%, 3/15/22 | | $ | 1,150,000 | | | $ | 1,145,658 | | |
Toyota Auto Receivables Owner Trust , Series 2016-A, Class A3, 1.25%, 3/16/20, Callable 11/15/19 @ 100 | | | 756,073 | | | | 752,459 | | |
World Financial Network Credit Card Master Trust , Series 2017-A, Class A, 2.12%, 3/15/24 | | | 1,610,000 | | | | 1,582,483 | | |
Total Asset Backed Securities (Cost $43,238,292) | | | 42,970,897 | | |
Collateralized Mortgage Obligations (7.3%) | |
BX Trust , Series 2017-APPL, Class A, 2.95%, (LIBOR01M+88bps), 7/15/34 (a) (b) (c) | | | 2,713,120 | | | | 2,714,964 | | |
BX Trust , Series 2017-SLCT, Class B, 3.27%, (LIBOR01M+120bps), 7/15/34 (a) (b) (c) | | | 3,000,000 | | | | 3,005,934 | | |
COMM Mortgage Trust , Series 2014-CR15, Class A2, 2.93%, 2/10/47 (b) | | | 1,965,023 | | | | 1,965,571 | | |
Drive Auto Receivables Trust , Series 2016-CA, Class B, 2.37%, 11/16/20, Callable 11/15/20 @ 100 (c) | | | 998,744 | | | | 998,331 | | |
Galaxy CLO Ltd. , Series 2017-24A, Class A, 2.75% (LIBOR03M+112bps), 1/15/31, Callable 1/15/20 @ 100 (a) (c) | | | 1,000,000 | | | | 1,001,910 | | |
Great Wolf Trust , Series 2017-WOLF, Class A, 3.07% (LIBOR01M+85bps), 9/15/34 (a) (b) (c) | | | 2,000,000 | | | | 2,002,340 | | |
GS Mortgage Securities Trust , Series 2013-GC16, Class A2, 3.03%, 11/10/46 | | | 1,260,047 | | | | 1,260,256 | | |
GS Mortgage Securities Trust , Series 2012-GC6, Class B, 5.84%, 1/10/45 (a) (b) (c) | | | 2,000,000 | | | | 2,124,900 | | |
JPMBB Commercial Mortgage Securities Trust , Series 2013-C15, Class A2, 2.98%, 11/15/45 | | | 301,969 | | | | 301,967 | | |
JPMorgan Chase Commercial Mortgage Securities Trust, Series 2013-C16, Class A2, 3.07%, 12/15/46 (b) | | | 772,148 | | | | 772,371 | | |
Morgan Stanley BAML Trust , Series 2013-C13, Class A2, 2.94%, 11/15/46 (b) | | | 1,451,648 | | | | 1,451,422 | | |
Steele Creek CLO Ltd. , Series 2017-1A, Class A, 2.88%, (LIBOR03M+125bps), 1/15/30, Callable 1/15/20 @ 100 (a) (b) (c) | | | 2,175,000 | | | | 2,178,256 | | |
Voya CLO Ltd. , Series 2017-4A, Class A1, 2.51%, (LIBOR03M+113bps), 10/15/30, Callable 10/15/19 @ 100 (a) (c) | | | 1,000,000 | | | | 1,000,950 | | |
Total Collateralized Mortgage Obligations (Cost $20,990,417) | | | 20,779,172 | | |
Residential Mortgage Backed Securities (4.5%) | |
Ameriquest Mortgage Securities, Inc. , Series 2003-5, Class A6, 4.03%, 4/25/33, Callable 7/25/18 @ 100 (a) | | | 10,538 | | | | 10,538 | | |
Bear Stearns Alt-A Trust , Series 2004-6, Class 1A, 2.73% (LIBOR01M+64bps), 7/25/34, Callable 7/25/18 @ 100 (a) (b) | | | 207,355 | | | | 206,372 | | |
Bear Stearns Alt-A Trust , Series 2003-3, Class 2A, 3.67%, 10/25/33, Callable 7/25/18 @ 100 (a) (b) | | | 554,872 | | | | 554,872 | | |
Countrywide Home Loans, Inc. , Series 2002-19, Class 1A1, 6.25%, 11/25/32, Callable 7/25/18 @ 100 | | | 9,161 | | | | 9,161 | | |
Credit Suisse First Boston Mortgage Securities Corp. , Series 2004-5, Class 5A1, 5.00%, 8/25/19, Callable 10/25/18 @ 100 | | | 17,375 | | | | 17,267 | | |
Credit Suisse First Boston Mortgage Securities Corp. , Series 2004-AR7, Class 4A1, 3.86%, 11/25/34, Callable 7/25/18 @ 100 (a) (b) | | | 532,372 | | | | 532,372 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Credit Suisse First Boston Mortgage Securities Corp. , Series 2003-23, Class 2A8, 4.50%, 10/25/18 (b) | | $ | 2,832 | | | $ | 2,819 | | |
JPMorgan Mortgage Trust , Series 2016-4, Class A5, 3.50%, 10/25/46, Callable 5/25/35 @ 100 (a) (b) (c) | | | 724,425 | | | | 716,575 | | |
JPMorgan Mortgage Trust , Series 2017-3, Class 2A2, 2.50%, 8/25/47, Callable 6/25/29 @ 100 (a) (b) (c) | | | 2,630,063 | | | | 2,526,352 | | |
JPMorgan Mortgage Trust , Series 2017-1, Class A5, 3.50%, 1/25/47, Callable 2/25/41 @ 100 (a) (b) (c) | | | 1,017,294 | | | | 1,013,002 | | |
JPMorgan Mortgage Trust , Series 2016-3, Class 1A3, 3.50%, 10/25/46, Callable 4/25/39 @ 100 (a) (b) (c) | | | 1,471,216 | | | | 1,455,160 | | |
JPMorgan Mortgage Trust , Series 2004-S1, Class 1A7, 5.00%, 9/25/34, Callable 7/25/18 @ 100 (b) | | | 4,816 | | | | 4,816 | | |
JPMorgan Mortgage Trust , Series 2004-S2, Class 1A3, 4.75%, 11/25/19, Callable 4/25/19 @ 100 (b) | | | 7,773 | | | | 7,889 | | |
JPMorgan Mortgage Trust , Series 2014-5, Class A11, 3.00%, 10/25/29, Callable 11/25/23 @ 100 (a) (b) (c) | | | 2,242,001 | | | | 2,199,397 | | |
Madison Park Funding Ltd. , Series 2017-26A, Class AR, 3.56%, (LIBOR03M+120bps), 7/29/30, Callable 10/29/19 @ 100 (a) (c) | | | 1,750,000 | | | | 1,751,751 | | |
Morgan Stanley Mortgage Loan Trust , Series 2005-6AR, Class 1A1, 2.37%, (LIBOR01M+28bps), 11/25/35, Callable 7/25/18 @ 100 (a) (b) | | | 128,315 | | | | 127,559 | | |
Prime Mortgage Trust , Series 2004-2, Class A2, 4.75%, 11/25/19, Callable 7/25/18 @ 100 (b) | | | 12,775 | | | | 12,775 | | |
Residential Asset Securities Corp. , Series 2005-KS1, Class M1, 2.77% (LIBOR01M+68bps), 2/25/35, Callable 7/25/18 @ 100 (a) | | | 793,309 | | | | 791,240 | | |
Residential Funding Mortgage Securities I, Inc. , Series 2005-S3, Class A1, 4.75%, 3/25/20, Callable 7/25/18 @ 100 (b) | | | 5,398 | | | | 5,398 | | |
Structured Asset Securities Corp. , Series 2004-21XS, Class 2A6A, 5.24%, 12/25/34, Callable 7/25/18 @ 100 (a) (b) | | | 544 | | | | 553 | | |
Structured Asset Securities Corp. , Series 2003-34A, Class 3A2, 3.81%, 11/25/33, Callable 7/25/18 @ 100 (a) (b) | | | 368,060 | | | | 368,060 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 2003-J, Class 2A1, 3.48%, 10/25/33, Callable 7/25/18 @ 100 (a) (b) | | | 29,827 | | | | 29,827 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 2004-Z, Class 2A2, 3.74%, 12/25/34, Callable 7/25/18 @ 100 (a) (b) | | | 72,598 | | | | 72,598 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 2004-O, Class A1, 3.60%, 8/25/34, Callable 7/25/18 @ 100 (a) (b) | | | 103,896 | | | | 103,896 | | |
Wells Fargo Mortgage Backed Securities Trust , Series 2004-M, Class A7, 3.64%, 8/25/34, Callable 7/25/18 @ 100 (a) (b) | | | 156,505 | | | | 156,505 | | |
Total Residential Mortgage Backed Securities (Cost $12,932,464) | | | 12,676,754 | | |
Corporate Bonds (45.8%) | |
Consumer Discretionary (4.4%): | |
Aptiv PLC, 3.15%, 11/19/20, Callable 10/19/20 @ 100 | | | 1,730,000 | | | | 1,719,949 | | |
Best Buy Co., Inc. | |
5.00%, 8/1/18 | | | 1,390,000 | | | | 1,392,182 | | |
5.50%, 3/15/21, Callable 12/15/20 @ 100 | | | 2,115,000 | | | | 2,213,876 | | |
BorgWarner, Inc., 4.63%, 9/15/20 (b) | | | 859,000 | | | | 880,939 | | |
D.R Horton, Inc., 4.00%, 2/15/20 | | | 2,133,000 | | | | 2,153,626 | | |
Hasbro, Inc., 3.15%, 5/15/21, Callable 3/15/21 @ 100 | | | 1,292,000 | | | | 1,279,545 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Lennar Corp., 4.50%, 6/15/19, Callable 4/16/19 @ 100 (b) | | $ | 640,000 | | | $ | 644,128 | | |
O'Reilly Automotive, Inc., 4.88%, 1/14/21, Callable 10/14/20 @ 100 (b) | | | 2,050,000 | | | | 2,118,860 | | |
| | | 12,403,105 | | |
Consumer Staples (2.0%): | |
Bat Capital Corp., 2.30%, 8/14/20 (c) (d) | | | 1,250,000 | | | | 1,222,875 | | |
Church & Dwight Co., Inc., 2.45%, 12/15/19, Callable 11/15/19 @ 100 | | | 1,515,000 | | | | 1,504,683 | | |
Ingredion, Inc., 4.63%, 11/1/20 (d) | | | 900,000 | | | | 926,910 | | |
Molson Coors Brewing Co., 1.45%, 7/15/19 (d) | | | 1,250,000 | | | | 1,230,238 | | |
Pernod Ricard SA, 5.75%, 4/7/21 (c) | | | 1,173,000 | | | | 1,243,380 | | |
| | | 6,128,086 | | |
Energy (5.0%): | |
Buckeye Partners LP, 2.65%, 11/15/18, Callable 10/15/18 @ 100 (b) | | | 1,700,000 | | | | 1,697,841 | | |
Enable Midstream Partner, 2.40%, 5/15/19, Callable 4/15/19 @ 100 (b) | | | 2,900,000 | | | | 2,880,598 | | |
LUKOIL International Finance BV, 6.13%, 11/9/20 (c) | | | 2,815,000 | | | | 2,952,879 | | |
Marathon Petroleum Corp., 3.40%, 12/15/20, Callable 11/15/20 @ 100 | | | 1,040,000 | | | | 1,042,527 | | |
Pioneer Natural Resource Co. | |
7.50%, 1/15/20 | | | 1,135,000 | | | | 1,207,050 | | |
3.45%, 1/15/21, Callable 12/15/20 @ 100 | | | 1,825,000 | | | | 1,830,311 | | |
Texas Gas Transmission LLC, 4.50%, 2/1/21, Callable 11/1/20 @ 100 (c) | | | 1,085,000 | | | | 1,098,823 | | |
Western Gas Partners LP, 2.60%, 8/15/18, Callable 8/3/18 @ 100 | | | 1,475,000 | | | | 1,474,115 | | |
| | | 14,184,144 | | |
Financials (11.8%): | |
Alleghany Corp., 5.63%, 9/15/20 | | | 800,000 | | | | 836,608 | | |
Bank of America Corp. | |
2.25%, 4/21/20, MTN | | | 1,300,000 | | | | 1,281,852 | | |
2.33%, (LIBOR03M+63bps), 10/1/21, Callable 10/1/20 @ 100 (a) | | | 754,000 | | | | 736,394 | | |
Capital One Financial Corp. | |
2.45%, 4/24/19, Callable 3/24/19 @ 100 | | | 710,000 | | | | 707,735 | | |
2.50%, 5/12/20, Callable 4/12/20 @ 100 | | | 590,000 | | | | 581,132 | | |
3.45%, 4/30/21, Callable 3/30/21 @ 100 | | | 3,500,000 | | | | 3,492,089 | | |
3.08%, (LIBOR03M+72bps), 1/30/23, Callable 12/30/22 @ 100 (a) | | | 1,500,000 | | | | 1,490,010 | | |
Citigroup, Inc., 3.39%, (LIBOR03M+107bps), 12/8/21, Callable 11/8/21 @ 100 (a) (b) | | | 1,500,000 | | | | 1,525,770 | | |
Ford Motor Credit Co. LLC, 2.46%, 3/27/20 (b) | | | 1,985,000 | | | | 1,953,955 | | |
HSBC Holdings PLC, 3.82%, (LIBOR03M+150bps), 1/5/22 (a) (b) | | | 750,000 | | | | 772,118 | | |
JPMorgan Chase & Co., 3.59%, (LIBOR03M+123bps), 10/24/23, Callable 10/24/22 @ 100 (a) (b) | | | 750,000 | | | | 764,903 | | |
KeyBank NA, 1.60%, 8/22/19 (b) | | | 3,000,000 | | | | 2,957,400 | | |
Morgan Stanley | |
2.45%, 2/1/19 (b) | | | 1,000,000 | | | | 998,260 | | |
2.65%, 1/27/20 | | | 1,355,000 | | | | 1,345,258 | | |
3.76%, (LIBOR03M+140bps), 10/24/23, Callable 10/24/22 @ 100 (a) (b) | | | 750,000 | | | | 766,725 | | |
Regions Bank, 2.25%, 9/14/18, Callable 8/14/18 @ 100 (b) | | | 3,700,000 | | | | 3,698,112 | | |
Regions Financial Corp., 3.20%, 2/8/21, Callable 1/8/21 @ 100 | | | 1,190,000 | | | | 1,184,431 | | |
SVB Financial Group, 5.38%, 9/15/20 | | | 1,741,000 | | | | 1,813,582 | | |
The Goldman Sachs Group, Inc., 3.51%, (LIBOR03M+117bps), 11/15/21, Callable 11/15/20 @ 100 (a) (b) | | | 1,500,000 | | | | 1,521,060 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
UBS Group Funding Switzerland AG, 2.95%, 9/24/20 (b) (c) | | $ | 2,075,000 | | | $ | 2,054,167 | | |
Unum Group, 3.00%, 5/15/21, Callable 4/15/21 @ 100 (b) | | | 3,000,000 | | | | 2,951,700 | | |
| | | 33,433,261 | | |
Health Care (7.8%): | |
AbbVie, Inc., 2.00%, 11/6/18 (b) (c) | | | 2,500,000 | | | | 2,494,200 | | |
Agilent Technologies, Inc., 5.00%, 7/15/20 | | | 1,500,000 | | | | 1,549,800 | | |
Amgen, Inc., 2.20%, 5/11/20 (b) | | | 3,205,000 | | | | 3,153,879 | | |
Bayer US Finance II LLC, 3.50%, 6/25/21, Callable 5/25/21 @ 100 (c) (d) | | | 1,000,000 | | | | 1,002,300 | | |
Biogen, Inc., 2.90%, 9/15/20 | | | 2,873,000 | | | | 2,857,716 | | |
Celgene Corp., 2.88%, 2/19/21 | | | 3,020,000 | | | | 2,988,501 | | |
Edwards Lifesciences Corp., 2.88%, 10/15/18 (d) | | | 1,845,000 | | | | 1,845,258 | | |
Express Scripts Holding Co., 2.25%, 6/15/19 (b) | | | 2,390,000 | | | | 2,372,075 | | |
Gilead Sciences, Inc., 1.85%, 9/4/18 | | | 2,000,000 | | | �� | 1,997,540 | | |
Universal Health Services, Inc., 3.75%, 8/1/19 (b) | | | 1,645,000 | | | | 1,645,411 | | |
| | | 21,906,680 | | |
Industrials (3.3%): | |
Acuity Brands Lighting, Inc., 6.00%, 12/15/19 | | | 1,330,000 | | | | 1,381,285 | | |
Aercap Holdings NV, 4.63%, 10/30/20 (b) | | | 2,015,000 | | | | 2,053,507 | | |
Equifax, Inc., 3.60%, 8/15/21 | | | 1,000,000 | | | | 998,520 | | |
Honeywell International, Inc., 1.80%, 10/30/19 | | | 744,000 | | | | 735,236 | | |
IDEX Corp., 4.50%, 12/15/20, Callable 9/15/20 @ 100 | | | 1,150,000 | | | | 1,172,575 | | |
Kansas City Southern, 2.35%, 5/15/20, Callable 4/15/20 @ 100 | | | 1,756,000 | | | | 1,725,007 | | |
Spirit AeroSystems, Inc.(US0003M+80bps), 6/15/21, Callable 5/31/19 @ 100 (a) | | | 1,000,000 | | | | 1,001,830 | | |
| | | 9,067,960 | | |
Information Technology (3.9%): | |
Alibaba Group Holding Ltd., 2.50%, 11/28/19, Callable 10/28/19 @ 100 | | | 999,000 | | | | 992,157 | | |
Electronic Arts, Inc., 3.70%, 3/1/21, Callable 2/1/21 @ 100 (b) | | | 2,255,000 | | | | 2,275,791 | | |
Juniper Networks, Inc., 3.13%, 2/26/19 (b) | | | 2,930,000 | | | | 2,931,817 | | |
Lam Research Group, 2.80%, 6/15/21, Callable 5/15/21 @ 100 | | | 778,000 | | | | 764,432 | | |
Maxim Integrated Product, Inc., 2.50%, 11/15/18 | | | 1,000,000 | | | | 997,030 | | |
NetApp, Inc., 2.00%, 9/27/19 (d) | | | 1,025,000 | | | | 1,010,917 | | |
VMware, Inc., 2.30%, 8/21/20 (b) | | | 2,110,000 | | | | 2,063,264 | | |
| | | 11,035,408 | | |
Materials (2.3%): | |
Anglo American Capital PLC, 4.13%, 4/15/21 (b) (c) | | | 3,275,000 | | | | 3,305,097 | | |
Newmont Mining Corp., 5.13%, 10/1/19 (b) | | | 3,285,000 | | | | 3,359,537 | | |
| | | 6,664,634 | | |
Real Estate (1.8%): | |
Healthcare Trust of America Holdings LP, 3.38%, 7/15/21, Callable 5/15/21 @ 100 | | | 1,000,000 | | | | 995,990 | | |
Highwoods Realty LP, 3.20%, 6/15/21, Callable 4/15/21 @ 100 | | | 2,200,000 | | | | 2,167,110 | | |
Welltower, Inc., 6.13%, 4/15/20 (b) | | | 1,906,000 | | | | 1,995,449 | | |
| | | 5,158,549 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Telecommunication Services (1.5%): | |
AT&T, Inc., 2.45%, 6/30/20, Callable 5/30/20 @ 100 | | $ | 4,079,000 | | | $ | 4,015,163 | | |
Level 3 Financing, Inc., 5.38%, 1/15/24, Callable 1/15/19 @ 102.69 | | | 325,000 | | | | 317,935 | | |
| | | 4,333,098 | | |
Utilities (2.0%): | |
Eversource Energy, 2.50%, 3/15/21, Callable 2/15/21 @ 100 | | | 1,950,000 | | | | 1,911,722 | | |
Iberdrola Finance Ireland Ltd., 5.00%, 9/11/19 (b) (c) | | | 3,290,000 | | | | 3,359,681 | | |
| | | 5,271,403 | | |
Total Corporate Bonds (Cost $131,007,996) | | | 129,586,328 | | |
U.S. Government Mortgage Backed Agencies (10.6%) | |
Federal Home Loan Mortgage Corp. | |
5.00%, 6/15/23 – 8/1/40 (b) | | | 1,132,781 | | | | 1,205,210 | | |
5.50%, 10/25/23 (b) | | | 7,896 | | | | 8,237 | | |
Series 4430, Class NG2.50%, 2/15/38 | | | 2,254,607 | | | | 2,223,419 | | |
7.00%, 9/1/38 (b) | | | 7,432 | | | | 8,436 | | |
Series 4320, Class AP3.50%, 7/15/39 | | | 1,090,133 | | | | 1,093,551 | | |
Series 3713, Class PA2.00%, 2/15/40 – 3/15/40 (b) | | | 8,180,466 | | | | 7,965,246 | | |
Series 4049, Class AB2.75%, 12/15/41 | | | 706,558 | | | | 698,125 | | |
| | | 13,202,224 | | |
Federal National Mortgage Association | |
Series 2010-156, Class DY3.50%, 1/25/26 – 3/25/40 | | | 5,149,885 | | | | 5,189,215 | | |
6.00%, 2/1/37 (b) | | | 1,152,021 | | | | 1,254,449 | | |
Series 2013-33, Class UD2.50%, 4/25/39 | | | 1,355,290 | | | | 1,312,076 | | |
Series 2011-21, Class PA4.50%, 5/25/40 (b) | | | 3,054,104 | | | | 3,162,139 | | |
Series 2011-101, Class LA3.00%, 10/25/40 | | | 1,202,428 | | | | 1,192,077 | | |
5.00%, 2/1/41 – 10/1/41 (b) | | | 4,285,987 | | | | 4,569,607 | | |
3.44%, (LIBOR12M+169bps), 8/1/46 (b) | | | 11,534 | | | | 12,159 | | |
| | | 16,691,722 | | |
Total U.S. Government Mortgage Backed Agencies (Cost $30,576,617) | | | 29,893,946 | | |
U.S. Treasury Obligations (14.5%) | |
U.S. Treasury Bills, 1.66%, 8/2/18 (b) (e) | | | 12,000,000 | | | | 11,981,738 | | |
U.S. Treasury Notes | |
1.13%, 1/31/19 (b) | | | 8,337,000 | | | | 8,285,116 | | |
1.63%, 8/31/19 | | | 11,805,000 | | | | 11,698,446 | | |
2.25%, 3/31/20 | | | 9,000,000 | | | | 8,959,597 | | |
Total U.S. Treasury Obligations (Cost $41,053,365) | | | 40,924,897 | | |
Collateral for Securities Loaned (1.2%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.06% (f) | | | 456,302 | | | | 456,302 | | |
Fidelity Investments Prime Money Market Portfolio, Class I, 2.07% (f) | | | 414,835 | | | | 414,835 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 1.81% (f) | | | 938,115 | | | | 938,115 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.16% (f) | | | 207,393 | | | | 207,393 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
JPMorgan Prime Money Market Fund, Capital Class, 2.05% (f) | | $ | 1,078,414 | | | $ | 1,078,414 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.12% (f) | | | 373,307 | | | | 373,307 | | |
Total Collateral for Securities Loaned (Cost $3,468,366) | | | 3,468,366 | | |
Total Investments (Cost $283,267,517) — 99.1% | | | 280,300,360 | | |
Other assets in excess of liabilities — 0.9% | | | 2,506,842 | | |
NET ASSETS — 100.0% | | $ | 282,807,202 | | |
(a) Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2018.
(b) All or a portion of this security has been segregated as collateral for derivative instruments.
(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, 2018, the fair value of these securities was $51,259,454 and amounted to 18.1% of net assets.
(d) All or a portion of this security is on loan.
(e) Rate represents the effective yield at June 30, 2018.
(f) Rate disclosed is the daily yield on June 30, 2018.
bps — Basis points
LIBOR — London InterBank Offered Rate
LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2018, based on the last reset date of the security
LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2018, based on the last reset date of the security
LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of June 30, 2018, based on the last reset date of the security
LLC — Limited Liability Company
LP — Limited Partnership
MTN — Medium Term Note
PLC — Public Limited Company
US0003M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2018, based on the last reset date of the security
Futures Contracts Purchased
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
2-Year U.S. Treasury Note Future | | | 300 | | | 9/28/18 | | $ | 63,584,346 | | | $ | 63,548,437 | | | $ | (35,909 | ) | |
5-Year U.S. Treasury Note Future | | | 20 | | | 9/28/18 | | | 2,268,953 | | | | 2,272,344 | | | | 3,391 | | |
| | | | | | | | | | $ | (32,518 | ) | |
| | Total unrealized appreciation | | | | | | | | $ | 3,391 | | |
| | Total unrealized depreciation | | | | | | | | | (35,909 | ) | |
| | Total net unrealized depreciation | | | | | | | | $ | (32,518 | ) | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Centrally Cleared
Credit Default Swap Agreements — Sell Protection (a)
Underlying Instrument | | Fixed Deal Received Rate | | Maturity Date | | Payment Frequency | | Implied Credit Spread at June 30, 2018 (b) | | Notional Amount (c) | | Value | | Premiums Paid (Received) | | Unrealized Appreciation (Depreciation) | |
CDX North America Investment Grade 5 Year Index; Series 30 | | | 1.00 | % | | 6/20/23 | | Daily | | | 0.67 | % | | $ | 15,000,000 | | | $ | 225,648 | | | $ | 267,939 | | | $ | (42,291 | ) | |
CDX North America High Yield Index; Series 30 | | | 5.00 | % | | 6/20/23 | | Daily | | | 3.60 | % | | | 18,000,000 | | | | 1,063,251 | | | | 1,042,650 | | | | 20,601 | | |
| | $ | 1,288,899 | | | $ | 1,310,589 | | | $ | (21,690 | ) | |
(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 or CDX North America Investment Grade 5 Year Index.
See notes to financial statements.
10
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2018 | |
(Unaudited)
| | Victory INCORE Low Duration Bond VIP Series | |
ASSETS: | |
Investments, at value (Cost $283,267,517) | | $ | 280,300,360 | (a) | |
Cash and cash equivalents | | | 1,960,687 | | |
Deposits with broker for future contracts | | | 565,475 | | |
Deposits with broker for swap agreements | | | 2,125,234 | | |
Interest receivable | | | 1,533,101 | | |
Variation margin receivable on open swap agreements | | | 17,641 | | |
Receivable from Adviser | | | 9,294 | | |
Prepaid expenses | | | 7,896 | | |
Total Assets | | | 286,519,688 | | |
LIABILITIES: | |
Securities lending collateral | | | 3,468,366 | | |
Payable for capital shares redeemed | | | 65,267 | | |
Variation margin payable on open future contracts | | | 9,844 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 105,118 | | |
Administration fees | | | 14,250 | | |
Custodian fees | | | 3,669 | | |
Transfer agent fees | | | 88 | | |
Chief Compliance Officer fees | | | 351 | | |
Trustees' fees | | | 22 | | |
Other accrued expenses | | | 45,511 | | |
Total Liabilities | | | 3,712,486 | | |
NET ASSETS: | |
Capital | | | 286,357,617 | | |
Accumulated net investment income (loss) | | | 3,798,598 | | |
Accumulated net realized gains (losses) from investments | | | (4,327,648 | ) | |
Net unrealized appreciation (depreciation) on investments | | | (3,021,365 | ) | |
Net Assets | | $ | 282,807,202 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 27,587,825 | | |
Net asset value: | | $ | 10.25 | | |
(a) Includes $3,367,172 of securities on loan.
See notes to financial statements.
11
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2018 | |
(Unaudited)
| | Victory INCORE Low Duration Bond VIP Series | |
Investment Income: | |
Interest income | | $ | 3,298,573 | | |
Securities lending income | | | 7,408 | | |
Total Income | | | 3,305,981 | | |
Expenses: | |
Investment advisory fees | | | 650,890 | | |
Administration fees | | | 85,150 | | |
Custodian fees | | | 9,698 | | |
Transfer agent fees | | | 334 | | |
Trustees' fees | | | 11,747 | | |
Chief Compliance Officer fees | | | 1,263 | | |
Legal and audit fees | | | 20,832 | | |
Other expenses | | | 38,816 | | |
Total Expenses | | | 818,730 | | |
Expenses waived/reimbursed by Adviser | | | (52,266 | ) | |
Net Expenses | | | 766,464 | | |
Net Investment Income (Loss) | | | 2,539,517 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains (losses) from investment transactions | | | (148,631 | ) | |
Net realized gains (losses) from futures transactions | | | (343,606 | ) | |
Net realized gains (losses) from swap transactions | | | 621,021 | | |
Net change in unrealized appreciation/depreciation on investments | | | (1,693,009 | ) | |
Net change in unrealized appreciation/depreciation on futures transactions | | | 60,363 | | |
Net change in unrealized appreciation/depreciation on swap transactions | | | (159,029 | ) | |
Net realized/unrealized gains (losses) on investments | | | (1,662,891 | ) | |
Change in net assets resulting from operations | | $ | 876,626 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory INCORE Low Duration Bond VIP Series | |
| | Six Months Ended June 30, 2018 | | Year Ended December 31, 2017 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 2,539,517 | | | $ | 4,149,385 | | |
Net realized gains (losses) from investment transactions | | | 128,784 | | | | 772,341 | | |
Net change in unrealized appreciation/depreciation on investments | | | (1,791,675 | ) | | | (357,681 | ) | |
Change in net assets resulting from operations | | | 876,626 | | | | 4,564,045 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (4,147,757 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (4,147,757 | ) | |
Change in net assets resulting from capital transactions | | | (10,375,783 | ) | | | 18,738,983 | | |
Change in net assets | | | (9,499,157 | ) | | | 19,155,271 | | |
Net Assets: | |
Beginning of period | | | 292,306,359 | | | | 273,151,088 | | |
End of period | | $ | 282,807,202 | | | $ | 292,306,359 | | |
Accumulated net investment income (loss) | | $ | 3,798,598 | | | $ | 1,259,081 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 11,599,338 | | | $ | 41,604,917 | | |
Distributions reinvested | | | — | | | | 4,147,757 | | |
Cost of shares redeemed | | | (21,975,121 | ) | | | (27,013,691 | ) | |
Change in net assets resulting from capital transactions | | $ | (10,375,783 | ) | | $ | 18,738,983 | | |
Share Transactions: | |
Issued | | | 1,136,050 | | | | 4,044,038 | | |
Reinvested | | | — | | | | 406,245 | | |
Redeemed | | | (2,150,263 | ) | | | (2,620,215 | ) | |
Change in Shares | | | (1,014,213 | ) | | | 1,830,068 | | |
See notes to financial statements.
13
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, 2018 | | Year Ended December 31, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 10.22 | | | $ | 10.20 | | | $ | 10.13 | | | $ | 10.22 | | | $ | 10.30 | | | $ | 10.45 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.09 | (a) | | | 0.15 | (a) | | | 0.12 | (a) | | | 0.14 | (a) | | | 0.18 | | | | 0.17 | | |
Net realized and unrealized gains (losses) on investments | | | (0.06 | ) | | | 0.02 | | | | 0.09 | | | | (0.09 | ) | | | (0.08 | ) | | | (0.15 | ) | |
Total from Investment Activities | | | 0.03 | | | | 0.17 | | | | 0.21 | | | | 0.05 | | | | 0.10 | | | | 0.02 | | |
Distributions to Shareholders: | |
Net investment income | | | — | | | | (0.15 | ) | | | (0.14 | ) | | | (0.14 | ) | | | (0.18 | ) | | | (0.17 | ) | |
Total Distributions to Shareholders | | | — | | | | (0.15 | ) | | | (0.14 | ) | | | (0.14 | ) | | | (0.18 | ) | | | (0.17 | ) | |
Capital Contributions from Prior Custodian, Net (see Note 8) | | | — | | | | — | | | | — | (b) | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 10.25 | | | $ | 10.22 | | | $ | 10.20 | | | $ | 10.13 | | | $ | 10.22 | | | $ | 10.30 | | |
Total Return (c) (d) | | | 0.29 | % | | | 1.64 | % | | | 2.04 | %(e) | | | 0.47 | % | | | 0.92 | % | | | 0.24 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 282,807 | | | $ | 292,306 | | | $ | 273,151 | | | $ | 276,164 | | | $ | 265,514 | | | $ | 243,986 | | |
Ratio of net expenses to average net assets (f) | | | 0.53 | % | | | 0.53 | % | | | 0.53 | % | | | 0.53 | % | | | 0.55 | % | | | 0.55 | % | |
Ratio of net investment income (loss) to average net assets (f) | | | 1.76 | % | | | 1.44 | % | | | 1.21 | % | | | 1.33 | % | | | 1.74 | % | | | 1.75 | % | |
Ratio of gross expenses to average net assets (f) (g) | | | 0.57 | % | | | 0.58 | % | | | 0.53 | % | | | 0.53 | % | | | 0.55 | % | | | 0.55 | % | |
Portfolio turnover (d) | | | 32 | % | | | 91 | %(h) | | | 55 | % | | | 38 | % | | | 39 | % | | | 60 | % | |
(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 8).
(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.
(h) Portfolio turnover increase/decrease due to a change within the portfolio holdings during the year.
See notes to financial statements.
14
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2018 | |
(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. 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. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.
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 exchange-traded funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, 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, 2018 | |
(Unaudited)
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.
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.
Swap agreements, are valued at the mean between the current bid and ask prices. In each of these situations, valuations are typically categorized as Level 2 in the fair value hierarchy.
Debt securities of United States ("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. In each of these situations, valuations are typically categorized as Level 2 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, based on the observability of inputs used to determine the fair value.
For the six months ended June 30, 2018, 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, 2018, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed 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^ | |
Asset Backed Securities | | $ | — | | | $ | — | | | $ | 42,970,897 | | | $ | — | | | $ | 42,970,897 | | | $ | — | | |
Collateralized Mortgage Obligations | | | — | | | | — | | | | 20,779,172 | | | | — | | | | 20,779,172 | | | | — | | |
Residential Mortgage Backed Securities | | | — | | | | — | | | | 12,676,754 | | | | — | | | | 12,676,754 | | | | — | | |
Corporate Bonds | | | — | | | | — | | | | 129,586,328 | | | | — | | | | 129,586,328 | | | | — | | |
U.S. Government Mortgage Backed Agencies | | | — | | | | — | | | | 29,893,946 | | | | — | | | | 29,893,946 | | | | — | | |
U.S. Treasury Obligations | | | — | | | | — | | | | 40,924,897 | | | | — | | | | 40,924,897 | | | | — | | |
Collateral for Securities Loaned | | | 3,468,366 | | | | — | | | | — | | | | — | | | | 3,468,366 | | | | — | | |
Futures Contracts | | | — | | | | (32,518 | ) | | | — | | | | — | | | | — | | | | (32,518 | ) | |
Credit Default Swaps | | | — | | | | — | | | | — | | | | (21,690 | ) | | | — | | | | (21,690 | ) | |
Total | | $ | 3,468,366 | | | $ | (32,518 | ) | | $ | 276,831,994 | | | $ | (21,690 | ) | | $ | 280,300,360 | | | $ | (54,208 | ) | |
^ Other Financial instruments include any derivative instruments not reflected in the Schedule of Portfolio Investments as investment securities, such as futures 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 among any levels during the six months ended June 30, 2018.
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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/or 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, 2018, the Fund had no outstanding when-issued purchase commitments.
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.
Investment Companies:
The Fund may invest in portfolios of open-end investment companies. These investment companies 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.
17
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
Derivative Instruments:
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, 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. The collateral held by the Fund is presented on the Statement of Assets and Liabilities under Deposit with broker for futures contracts.
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 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.
18
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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, 2018, the Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management.
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, as of June 30, 2018.
| | Liabilities | |
| | Variation Margin Payable on Open Futures Contracts* | | Variation Margin Payable on Open Swap Agreements* | |
Credit Risk Risk Exposure | | $ | — | | | $ | (21,690 | ) | |
Interest Rate Exposure | | | (32,518 | ) | | | — | | |
**Includes cumulative appreciation/depreciation of futures contracts and centrally cleared swap agreements as reported in the Schedule of Investments. Only current day's variation margin is reported within the Statement of Assets and Liabilities.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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, 2018.
| | Net Realized Gains (Losses) 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) from Futures Transactions | | Net Realized Gain (Losses) from Swap Transactions | | Net Change in Unrealized Appreciation/ Depreciation on Futures Transactions | | Net Change in Unrealized Appreciation/ Depreciation on Swap Transactions | |
Credit Risk Exposure | | $ | — | | | $ | 621,021 | | | $ | — | | | $ | (159,029 | ) | |
Interest Rate Exposure | | | (343,606 | ) | | | | | | | 60,363 | | | | — | | |
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.
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 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 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, 2018 | |
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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, 2018:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Net Amount | |
$ | 3,367,172 | | | $ | 3,468,366 | | | $ | 101,194 | | |
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, or jointly with an affiliated trust, are allocated among the Fund and respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.
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, 2018 were as follows:
Purchases (excluding U.S. Government Securities) | | Sales (excluding U.S. Government Securities) | | Purchases of U.S. Government Securities | | Sales of U.S. Government Securities | |
$ | 36,308,912 | | | $ | 34,372,690 | | | $ | 49,220,365 | | | $ | 59,337,337 | | |
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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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 indirect subsidiary of Victory Capital Holdings Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.
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, 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 pursuant to a Sub-Administration and Sub-Fund Accounting Services 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.
The Chief Compliance Officer ("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.
The Victory Trusts pay an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Trusts and are presented in the Statement of Operations.
Shearman & Sterling 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.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2019. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by the Fund in any fiscal year exceed the expense limit for 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, 2018, the expense limit (excluding voluntary waivers) is 0.53%.
The Fund has agreed to repay fees and expenses 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 the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2018, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
June 30, 2018, 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 | | Expires 12/31/2021 | |
$ | 1,866 | | | $ | 132,033 | | | $ | 52,266 | | |
The Adviser, 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. There were no voluntary waivers or reimbursements for the six months ended June 30, 2018.
Certain officers and/or interested trustees of the Fund are also officers of the Adviser, Administrator and Fund Accountant, and Legal.
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 for 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 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 28, 2017, 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, another series of the Victory Trusts, with that Fund paying the related commitment fees for that amount. 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. The agreement was subsequently amended on July 27, 2018 with a new termination date of July 26, 2019. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the six months ended June 30, 2018, Citibank earned approximately $74,384 in commitment fees from the Victory Trusts. Each fund in the Victory Trusts pays a pro-rata portion of the commitment fees plus any interest on amounts borrowed. As of June 30, 2018, the interest rate on outstanding borrowings was 3.10%.
The Fund did not utilize or participate in the Line of Credit during the six months ended June 30, 2018.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
Interfund Lending:
The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other 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.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2018.
7. Federal Income Tax Information:
The tax character of distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2018.
The tax character of distributions paid during the most recent tax year ended December 31, 2017 were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2017 | |
Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 4,147,757 | | | $ | — | | | $ | 4,147,757 | | |
As of the most recent tax year ended December 31, 2017, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 1,376,222 | | | $ | — | | | $ | 1,376,222 | | | $ | (4,475,537 | ) | | $ | (1,327,726 | ) | | $ | (4,427,041 | ) | |
*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, 2017, the Fund did not utilize any capital loss carryforwards.
As of June 30, 2018, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 283,293,144 | | | $ | 162,466 | | | $ | (3,209,458 | ) | | $ | (3,046,992 | ) | |
8. Capital Contribution from Prior Custodian:
The Fund received notification from the Fund's 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 over-billing primarily related to categories of expenses that involved an allocation of general costs among multiple clients.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
State Street paid the refunded amounts during January 2017. Based on billing information received during 2016 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 Financial Highlights as "Capital Contribution from Prior Custodian, Net".
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, 2018, 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 | | | 100.0 | % | |
10. Recent Accounting Pronouncements:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules introduced two new regulatory reporting forms for investment companies, Form N-PORT and Form N-CEN. The Fund's compliance date for Form N-PORT is June 1, 2018, and the Fund will make its initial filing with the SEC on Form N-PORT for the period ending March 31, 2019. Effective with the period ended June 30, 2018, the Fund will be required to maintain, and make available to the SEC upon request, the information required to be included in Form N-PORT. Form N-PORT will replace Form N-Q filings effective with the requirement to file the Form N-PORT with the SEC for the period ending March 31, 2019. The Fund's compliance date for Form N-CEN is June 1, 2018, and the Fund will make its initial filing on Form N-CEN for the period ending December 31, 2018. Form N-CEN will replace Form N-SAR filings. The Fund's adoption of these amendments has no effect on the Fund's net assets or results of operations.
In March 2017, the FASB issued Accounting Standards Update No. 2017-08 "Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently evaluating the implications of ASU 2017-08 and its impact on the financial statements and related disclosures has not yet been determined.
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, 2018 | |
(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, 42 portfolios in Victory Portfolios and 20 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, 66 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D.T. Andrews, 71 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 67* | | Trustee | | February 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 74 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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 | |
Sally M. Dungan, 64 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
John L. Kelly, 65 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016-September 2017); Advisor (January 2016-April 2016) and Managing Partner (August 2014-January 2016), Endgate Commodities LLC; Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 61* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 57 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | |
Leigh A. Wilson, 73 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 46** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013) | | 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, 2018 | |
(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. 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, 56 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 49 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 44 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, 53 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, 34 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017), Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018). | |
Colin Kinney, 44 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, 58 | | 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, 64 | | Assistant Secretary | | February 1998 | | Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-2017). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
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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 SEC's website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Portfolio Investments:
The Trust files a complete list of Schedules of Portfolio 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, 2018 through June 30, 2018.
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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 1,002.90 | | | $ | 2.63 | | | | 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 divided by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
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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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 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 divided by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
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Portfolio Holdings:
(As a Percentage of Total Investments)
31
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*
*You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
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Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-ILDBVIP-SAR (6/18)
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June 30, 2018
Semi Annual Report
Victory Variable Insurance Funds
Victory RS International VIP Series
www.vcm.com
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Victory Variable Insurance Funds
Table of Contents
Financial Statements | |
Schedule of Portfolio Investments | | | 3 | | |
Statement of Assets and Liabilities | | | 9 | | |
Statement of Operations | | | 10 | | |
Statements of Changes in Net Assets | | | 11 | | |
Financial Highlights | | | 12 | | |
Notes to Financial Statements | | | 13 | | |
Supplemental Information | |
Trustee and Officer Information | | | 22 | | |
Proxy Voting and Form N-Q Information | | | 25 | | |
Expense Examples | | | 25 | | |
Portfolio Holdings | | | 27 | | |
Privacy Policy (inside back cover) | | | |
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
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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, 2018 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Common Stocks (97.0%) | |
Australia (6.5%): | |
Financials (1.7%): | |
Macquarie Group Ltd. | | | 29,958 | | | $ | 2,729,714 | | |
Health Care (1.7%): | |
CSL Ltd. | | | 19,596 | | | | 2,788,799 | | |
Materials (1.9%): | |
BHP Billiton Ltd. | | | 125,295 | | | | 3,134,508 | | |
Real Estate (1.2%): | |
Scentre Group | | | 623,542 | | | | 2,025,517 | | |
| | | 10,678,538 | | |
Belgium (1.0%): | |
Information Technology (1.0%): | |
Melexis NV | | | 18,347 | | | | 1,698,367 | | |
China (1.0%): | |
Information Technology (1.0%): | |
Tencent Holdings Ltd. | | | 33,100 | | | | 1,662,172 | | |
Denmark (2.8%): | |
Consumer Staples (2.8%): | |
Royal Unibrew A/S | | | 58,997 | | | | 4,688,994 | | |
France (8.9%): | |
Consumer Discretionary (2.8%): | |
Cie Generale des Etablissements Michelin | | | 13,722 | | | | 1,659,928 | | |
LVMH Moet Hennessy Louis Vuitton SA | | | 9,064 | | | | 3,009,177 | | |
| | | 4,669,105 | | |
Energy (1.6%): | |
Total SA | | | 42,256 | | | | 2,565,821 | | |
Financials (1.4%): | |
AXA SA | | | 96,926 | | | | 2,368,078 | | |
Information Technology (1.8%): | |
Cap Gemini SA | | | 21,804 | | | | 2,921,716 | | |
Materials (1.3%): | |
Arkema SA | | | 18,427 | | | | 2,174,216 | | |
| | | 14,698,936 | | |
Germany (8.6%): | |
Consumer Discretionary (0.9%): | |
Daimler AG, Registered Shares | | | 24,186 | | | | 1,549,160 | | |
Financials (2.1%): | |
Allianz SE | | | 16,760 | | | | 3,453,199 | | |
Health Care (1.1%): | |
Bayer AG | | | 16,944 | | | | 1,860,701 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Industrials (1.9%): | |
Siemens AG | | | 11,771 | | | $ | 1,550,773 | | |
Washtec AG | | | 16,930 | | | | 1,492,319 | | |
| | | 3,043,092 | | |
Information Technology (1.6%): | |
SAP SE | | | 23,386 | | | | 2,698,943 | | |
Real Estate (1.0%): | |
Vonovia SE | | | 35,164 | | | | 1,671,188 | | |
| | | 14,276,283 | | |
Greece (0.5%): | |
Energy (0.5%): | |
Motor Oil (Hellas) Corinth Refineries SA | | | 40,382 | | | | 810,674 | | |
Hong Kong (3.8%): | |
Financials (2.2%): | |
AIA Group Ltd. | | | 185,200 | | | | 1,613,395 | | |
BOC Hong Kong Holdings Ltd. | | | 438,000 | | | | 2,058,625 | | |
| | | 3,672,020 | | |
Real Estate (1.3%): | |
CK Asset Holdings Ltd. | | | 269,000 | | | | 2,129,542 | | |
Utilities (0.3%): | |
HK Electric Investments & HK Electric Investments Ltd. (b) | | | 505,000 | | | | 481,447 | | |
| | | 6,283,009 | | |
Ireland (1.0%): | |
Industrials (1.0%): | |
Experian PLC | | | 67,303 | | | | 1,659,964 | | |
Italy (3.4%): | |
Financials (0.7%): | |
Banca Generali SpA | | | 48,844 | | | | 1,212,232 | | |
Health Care (1.3%): | |
Recordati SpA | | | 55,838 | | | | 2,212,411 | | |
Utilities (1.4%): | |
Enel SpA | | | 410,061 | | | | 2,272,040 | | |
| | | 5,696,683 | | |
Japan (22.3%): | |
Consumer Discretionary (2.5%): | |
Toyota Motor Corp. | | | 65,100 | | | | 4,210,522 | | |
Consumer Staples (1.5%): | |
Matsumotokiyoshi Holdings Co. Ltd. | | | 56,600 | | | | 2,540,202 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Financials (2.8%): | |
Jafco Co. Ltd. | | | 31,100 | | | $ | 1,260,858 | | |
Mitsubishi UFJ Financial Group, Inc. | | | 285,600 | | | | 1,618,110 | | |
Tokio Marine Holdings, Inc. | | | 37,000 | | | | 1,731,215 | | |
| | | 4,610,183 | | |
Health Care (2.4%): | |
Hoya Corp. | | | 35,500 | | | | 2,014,152 | | |
Shionogi & Co. Ltd. (c) | | | 36,400 | | | | 1,868,079 | | |
| | | 3,882,231 | | |
Industrials (7.3%): | |
EN-Japan, Inc. | | | 31,700 | | | | 1,595,441 | | |
Fuji Electric Co. Ltd. | | | 310,000 | | | | 2,355,115 | | |
Hitachi Construction Machinery Co. Ltd. | | | 42,200 | | | | 1,368,310 | | |
ITOCHU Corp. | | | 107,700 | | | | 1,948,108 | | |
Kyowa Exeo Corp. | | | 80,300 | | | | 2,101,669 | | |
Okuma Corp. | | | 18,200 | | | | 959,795 | | |
Sanwa Holdings Corp. | | | 164,900 | | | | 1,742,819 | | |
| | | 12,071,257 | | |
Information Technology (1.9%): | |
Fujitsu Ltd. | | | 103,000 | | | | 623,391 | | |
Oracle Corp. Japan | | | 24,000 | | | | 1,956,386 | | |
Ulvac, Inc. | | | 15,500 | | | | 591,356 | | |
| | | 3,171,133 | | |
Materials (0.7%): | |
DIC Corp. | | | 35,400 | | | | 1,104,166 | | |
Real Estate (0.9%): | |
Sumitomo Realty & Development | | | 38,000 | | | | 1,399,538 | | |
Telecommunication Services (1.3%): | |
Nippon Telegraph & Telephone Corp. | | | 47,200 | | | | 2,144,493 | | |
Utilities (1.0%): | |
Chubu Electric Power Co., Inc. | | | 115,100 | | | | 1,726,089 | | |
| | | 36,859,814 | | |
Macau (0.9%): | |
Consumer Discretionary (0.9%): | |
Wynn Macau Ltd. | | | 435,600 | | | | 1,395,979 | | |
Netherlands (4.0%): | |
Financials (0.8%): | |
ING Groep NV | | | 91,548 | | | | 1,314,022 | | |
Industrials (1.7%): | |
Wolters Kluwer NV | | | 51,215 | | | | 2,876,860 | | |
Telecommunication Services (1.5%): | |
Koninklijke KPN NV (c) | | | 915,710 | | | | 2,489,779 | | |
| | | 6,680,661 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Norway (2.0%): | |
Energy (0.7%): | |
Aker BP ASA | | | 31,618 | | | $ | 1,163,475 | | |
Financials (1.3%): | |
SpareBank 1 SMN | | | 202,691 | | | | 2,100,073 | | |
| | | 3,263,548 | | |
Russian Federation (0.7%): | |
Materials (0.7%): | |
Evraz PLC | | | 178,221 | | | | 1,189,302 | | |
Singapore (0.8%): | |
Financials (0.8%): | |
DBS Group Holdings Ltd. | | | 68,700 | | | | 1,336,305 | | |
Spain (1.9%): | |
Financials (0.9%): | |
Banco Santander SA | | | 265,968 | | | | 1,421,343 | | |
Telecommunication Services (1.0%): | |
Telefonica SA | | | 204,443 | | | | 1,735,057 | | |
| | | 3,156,400 | | |
Sweden (1.8%): | |
Industrials (1.8%): | |
Atlas Copco AB, Class B | | | 83,891 | | | | 2,186,233 | | |
Epiroc AB, Class B (d) | | | 83,891 | | | | 768,284 | | |
| | | 2,954,517 | | |
Switzerland (6.9%): | |
Consumer Staples (2.3%): | |
Nestle SA, Registered Shares | | | 49,727 | | | | 3,855,442 | | |
Financials (0.4%): | |
UBS Group AG, Registered Shares | | | 44,933 | | | | 689,118 | | |
Health Care (4.2%): | |
Novartis AG | | | 43,183 | | | | 3,272,475 | | |
Roche Holding AG | | | 16,363 | | | | 3,631,732 | | |
| | | 6,904,207 | | |
| | | 11,448,767 | | |
United Kingdom (18.2%): | |
Consumer Discretionary (0.8%): | |
Next PLC | | | 16,760 | | | | 1,333,827 | | |
Consumer Staples (4.4%): | |
Britvic PLC | | | 152,782 | | | | 1,566,327 | | |
Diageo PLC | | | 93,899 | | | | 3,372,780 | | |
Unilever PLC | | | 41,035 | | | | 2,266,371 | | |
| | | 7,205,478 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Energy (2.9%): | |
BP PLC | | | 189,224 | | | $ | 1,439,447 | | |
Royal Dutch Shell PLC, Class A | | | 99,418 | | | | 3,440,111 | | |
| | | 4,879,558 | | |
Financials (3.6%): | |
Close Brothers Group PLC | | | 93,551 | | | | 1,825,948 | | |
HSBC Holdings PLC | | | 308,292 | | | | 2,880,254 | | |
Prudential PLC | | | 54,094 | | | | 1,232,915 | | |
| | | 5,939,117 | | |
Health Care (1.5%): | |
Smith & Nephew PLC | | | 134,531 | | | | 2,477,643 | | |
Industrials (1.5%): | |
RELX PLC | | | 120,179 | | | | 2,565,942 | | |
Materials (3.5%): | |
Croda International PLC | | | 28,579 | | | | 1,805,203 | | |
Rio Tinto PLC | | | 71,647 | | | | 3,948,343 | | |
| | | 5,753,546 | | |
| | | 30,155,111 | | |
Total Common Stocks (Cost $138,551,802) | | | 160,594,024 | | |
Preferred Stocks (1.7%) | |
Japan (1.7%): | |
Consumer Staples (1.7%): | |
Ito En Ltd. | | | 119,300 | | | | 2,789,168 | | |
Total Preferred Stocks (Cost $1,966,816) | | | 2,789,168 | | |
Collateral for Securities Loaned (0.2%) | |
United States (0.2%): | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.06% (e) | | | 33,239 | | | | 33,239 | | |
Fidelity Investments Prime Money Market Portfolio, Class I, 2.07% (e) | | | 30,219 | | | | 30,219 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 1.81% (e) | | | 68,337 | | | | 68,337 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.16% (e) | | | 15,108 | | | | 15,107 | | |
JPMorgan Prime Money Market Fund, Capital Class, 2.05% (e) | | | 78,557 | | | | 78,557 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.12% (e) | | | 27,194 | | | | 27,194 | | |
Total Collateral for Securities Loaned (Cost $252,653) | | | 252,653 | | |
Total Investments (Cost $140,771,271) — 98.9% | | | 163,635,845 | | |
Other assets in excess of liabilities — 1.1% | | | 1,833,329 | | |
NET ASSETS — 100.0% | | $ | 165,469,174 | | |
(a) All securities were fair valued at June 30, 2018. See Note 2 for further information.
(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, 2018, the fair value of these securities was $481,447 and amounted to 0.3% of net assets.
See notes to financial statements.
7
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
(c) All or a portion of this security is on loan.
(d) Non-income producing security.
(e) Rate disclosed is the daily yield on June 30, 2018.
PLC — Public Limited Company
See notes to financial statements.
8
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2018 | |
(Unaudited)
| | Victory RS International VIP Series | |
ASSETS: | |
Investments, at value (Cost $140,771,271) | | $ | 163,635,845 | (a) | |
Foreign currency, at value (Cost $92,740) | | | 92,923 | | |
Cash and cash equivalents | | | 1,391,589 | | |
Interest and dividends receivable | | | 332,128 | | |
Receivable for capital shares issued | | | 1,861 | | |
Reclaims receivable | | | 496,592 | | |
Receivable from Adviser | | | 1,733 | | |
Prepaid expenses | | | 4,855 | | |
Total Assets | | | 165,957,526 | | |
LIABILITIES: | |
Securities lending collateral | | | 252,653 | | |
Payable for capital shares redeemed | | | 81,147 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 111,212 | | |
Administration fees | | | 8,481 | | |
Custodian fees | | | 5,507 | | |
Transfer agent fees | | | 69 | | |
Chief Compliance Officer fees | | | 215 | | |
Trustees' fees | | | 33 | | |
Other accrued expenses | | | 29,035 | | |
Total Liabilities | | | 488,352 | | |
NET ASSETS: | |
Capital | | | 135,154,961 | | |
Accumulated net investment income (loss) | | | 3,683,203 | | |
Accumulated net realized gains (losses) from investments | | | 3,765,359 | | |
Net unrealized appreciation (depreciation) on investments | | | 22,865,651 | | |
Net Assets | | $ | 165,469,174 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 9,519,208 | | |
Net asset value: | | $ | 17.38 | | |
(a) Includes $240,616 of securities on loan.
See notes to financial statements.
9
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2018 | |
(Unaudited)
| | Victory RS International VIP Series | |
Investment Income: | |
Dividend income | | $ | 3,910,045 | | |
Interest income | | | 7,499 | | |
Securities lending income | | | 15,505 | | |
Foreign tax withholding | | | (417,852 | ) | |
Total Income | | | 3,515,197 | | |
Expenses: | |
Investment advisory fees | | | 697,906 | | |
Administration fees | | | 51,484 | | |
Custodian fees | | | 14,860 | | |
Transfer agent fees | | | 273 | | |
Trustees' fees | | | 7,145 | | |
Chief Compliance Officer fees | | | 768 | | |
Legal and audit fees | | | 13,817 | | |
Other expenses | | | 29,729 | | |
Total Expenses | | | 815,982 | | |
Expenses waived/reimbursed by Adviser | | | (5,075 | ) | |
Net Expenses | | | 810,907 | | |
Net Investment Income (Loss) | | | 2,704,290 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains (losses) from investment transactions and foreign currency translations | | | 5,756,624 | | |
Net change in unrealized appreciation/depreciation on investments and foreign currency translations | | | (10,773,686 | ) | |
Net realized/unrealized gains (losses) on investments | | | (5,017,062 | ) | |
Change in net assets resulting from operations | | $ | (2,312,772 | ) | |
See notes to financial statements.
10
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS International VIP Series | |
| | Six Months Ended June 30, 2018 | | Year Ended December 31, 2017 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 2,704,290 | | | $ | 3,483,803 | | |
Net realized gains (losses) from investment transactions | | | 5,756,624 | | | | 13,118,897 | | |
Net change in unrealized appreciation/depreciation on investments | | | (10,773,686 | ) | | | 24,614,558 | | |
Change in net assets resulting from operations | | | (2,312,772 | ) | | | 41,217,258 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (3,484,383 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (3,484,383 | ) | |
Change in net assets resulting from capital transactions | | | (13,736,273 | ) | | | (31,240,688 | ) | |
Change in net assets | | | (16,049,045 | ) | | | 6,492,187 | | |
Net Assets: | |
Beginning of period | | | 181,518,219 | | | | 175,026,032 | | |
End of period | | $ | 165,469,174 | | | $ | 181,518,219 | | |
Accumulated net investment income (loss) | | $ | 3,683,203 | | | $ | 978,913 | | |
Capital Transactions: | |
Proceeds from shares issued | | | 1,575,150 | | | | 3,665,763 | | |
Distributions reinvested | | | — | | | | 3,484,383 | | |
Cost of shares redeemed | | | (15,311,423 | ) | | | (38,390,834 | ) | |
Change in net assets resulting from capital transactions | | | (13,736,273 | ) | | | (31,240,688 | ) | |
Share Transactions: | |
Issued | | | 89,281 | | | | 220,823 | | |
Reinvested | | | — | | | | 198,427 | | |
Redeemed | | | (860,977 | ) | | | (2,356,133 | ) | |
Change in Shares | | | (771,696 | ) | | | (1,936,883 | ) | |
See notes to financial statements.
11
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | Victory RS International VIP Series | |
| | Six Months Ended June 30, 2018 | | Year Ended December 31, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 17.64 | | | $ | 14.31 | | | $ | 14.39 | | | $ | 14.63 | | | $ | 17.26 | | | $ | 19.88 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.27 | (a) | | | 0.31 | (a) | | | 0.30 | (a) | | | 0.31 | (a) | | | 0.39 | | | | 0.33 | | |
Net realized and unrealized gains (losses) on investments | | | (0.53 | ) | | | 3.36 | | | | (0.10 | ) | | | (0.19 | ) | | | (1.30 | ) | | | 3.44 | | |
Total from Investment Activities | | | (0.26 | ) | | | 3.67 | | | | 0.20 | | | | 0.12 | | | | (0.91 | ) | | | 3.77 | | |
Distributions to Shareholders: | |
Net investment income | | | — | | | | (0.34 | ) | | | (0.31 | ) | | | (0.32 | ) | | | (0.35 | ) | | | (0.31 | ) | |
Net realized gains from investments | | | — | | | | — | | | | — | | | | (0.04 | ) | | | (1.37 | ) | | | (6.08 | ) | |
Total Distributions to Shareholders | | | — | | | | (0.34 | ) | | | (0.31 | ) | | | (0.36 | ) | | | (1.72 | ) | | | (6.39 | ) | |
Capital Contributions from Prior Custodian, Net (See Note 8) | | | — | | | | — | | | | 0.03 | | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 17.38 | | | $ | 17.64 | | | $ | 14.31 | | | $ | 14.39 | | | $ | 14.63 | | | $ | 17.26 | | |
Total Return (b) (c) | | | (1.47 | )% | | | 25.68 | % | | | 1.60 | %(d) | | | 0.84 | % | | | (5.30 | )% | | | 20.11 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 165,469 | | | $ | 181,518 | | | $ | 175,026 | | | $ | 185,028 | | | $ | 203,530 | | | $ | 234,653 | | |
Ratio of net expenses to average net assets (e) | | | 0.93 | % | | | 0.93 | % | | | 0.90 | % | | | 0.92 | % | | | 0.92 | % | | | 0.92 | % | |
Ratio of net investment income (loss) to average net assets (e) | | | 3.10 | % | | | 1.93 | % | | | 2.13 | % | | | 2.00 | % | | | 2.23 | % | | | 1.45 | % | |
Ratio of gross expenses to average net assets (e) (f) | | | 0.94 | % | | | 0.95 | % | | | 0.90 | % | | | 0.92 | % | | | 0.92 | % | | | 0.92 | % | |
Portfolio turnover (c) | | | 21 | % | | | 57 | % | | | 110 | % | | | 117 | % | | | 193 | % | | | 205 | % | |
(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 0.23% for the period shown. (See Note 8)
(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.
12
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2018 | |
(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. 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. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.
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 exchange-traded funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, 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, 2018 | |
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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.
Debt securities of United States ("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. In each of these situations, valuations are typically categorized as Level 2 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, based on the observability of inputs used to determine the 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.
For the six months ended June 30, 2018, 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, 2018, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed 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 | | $ | — | | | $ | 160,594,024 | | | $ | 160,594,024 | | |
Preferred Stocks | | | — | | | | 2,789,168 | | | | 2,789,168 | | |
Collateral for Securities Loaned | | | 252,653 | | | | — | | | | 252,653 | | |
Total | | $ | 252,653 | | | $ | 163,383,192 | | | $ | 163,635,845 | | |
There were no transfers among any levels during the six months ended June 30, 2018.
Investment Companies:
The Fund may invest in portfolios of open-end investment companies. These investment companies 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.
Derivative Instruments:
Foreign Exchange Currency Contracts:
The Fund may enter into foreign exchange currency contracts to convert U.S. dollars to and from various foreign currencies. A foreign exchange currency contract is an obligation by the Fund to purchase or sell a specific currency at a future date at a price (in U.S. dollars) set at the time of the contract. The Fund does not engage in "cross-currency" foreign exchange contracts (i.e., contracts to purchase or sell one foreign currency in exchange for another foreign currency). The Fund's
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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foreign exchange currency contracts might be considered spot contracts (typically a contract of one week or less) or forward contracts (typically a contract term over one week). A spot contract is entered into for purposes of hedging against foreign currency fluctuations relating to a specific portfolio transaction, such as the delay between a security transaction trade date and settlement date. Forward contracts are entered into for purposes of hedging portfolio holdings or concentrations of such holdings. The Fund enters into foreign exchange currency contracts solely for spot or forward hedging purposes, and not for speculative purposes (i.e., the Fund does not enter into such contracts solely for the purpose of earning foreign currency gains). Each foreign exchange currency contract is adjusted daily by the prevailing spot or forward rate of the underlying currency, and any appreciation or depreciation is recorded for financial statement purposes as unrealized until the contract settlement date, at which time the Fund records realized gains or losses equal to the difference between the value of a contract at the time it was opened and the value at the time it was closed. The Fund could be exposed to risk if a counterparty is unable to meet the terms of a foreign exchange currency contract or if the value of the foreign currency changes unfavorably. In addition, the use of currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of June 30, 2018, the Fund had no open forward foreign exchange currency contracts.
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 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 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
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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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, 2018:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Net Amount | |
$ | 240,616 | | | $ | 252,653 | | | $ | 12,037 | | |
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 disclosed as net change in unrealized appreciation/depreciation on investments and foreign currency translations on the Statements of Operations. Any realized gains or losses from these fluctuations are disclosed as net realized gains or losses from investment transactions and foreign currency translations on the Statement of Operations.
Foreign Taxes:
The Fund may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the sale of securities and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.
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, 2018 | |
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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, or jointly with an affiliated trust, are allocated among the Fund and respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.
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, 2018 were as follows:
Purchases | | Sales | |
$ | 36,620,581 | | | $ | 47,577,396 | | |
For the six months ended June 30, 2018, there were no purchases or sales of U.S. Government Securities.
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 indirect subsidiary of Victory Capital Holdings Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.
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, 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 pursuant to a Sub-Administration and Sub-Fund Accounting Services 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.
The Chief Compliance Officer ("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.
The Victory Trusts pay an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Trusts and are presented in the Statement of Operations.
Shearman & Sterling 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, 2018 | |
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The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2019. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by the Fund in any fiscal year exceed the expense limit for 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, 2018, the expense limit (excluding voluntary waivers) is 0.93%.
The Fund has agreed to repay fees and expenses 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 the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2018, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended June 30, 2018, if any, are reflected on the Statement of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
Expires 12/31/2020 | | Expires 12/31/2021 | |
$ | 39,115 | | | $ | 5,075 | | |
The Adviser, 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. There were no voluntary waivers or reimbursements for the six months ended June 30, 2018.
Certain officers and/or interested trustees of the Fund are also officers of the Adviser, Administrator and Fund Accountant, and Legal.
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 foreign securities risk. Foreign securities are (including ADRs and other depository receipts) are subject to political, regulatory, and economic risks not present in domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate foreign exchange transactions. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.
The Fund will be subject to emerging market risk. Risk of investment in emerging markets include greater political and economic instability, greater volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers and issuers, an emerging market country's dependence on revenue from particular commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards and less developed legal systems.
The Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties for 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
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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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 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 28, 2017, 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, another series of the Victory Trusts, with that Fund paying the related commitment fees for that amount. 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. The agreement was subsequently amended on July 27, 2018 with a new termination date of July 26, 2019. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the six months ended June 30, 2018, Citibank earned approximately $74,384 in commitment fees from the Victory Trusts. Each fund in the Victory Trusts pays a pro-rata portion of the commitment fees plus any interest on amounts borrowed. As of June 30, 2018, the interest rate on outstanding borrowings was 3.10%.
The Fund did not utilize or participate in the Line of Credit during the six months ended June 30, 2018.
Interfund Lending:
The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other 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.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2018.
7. Federal Income Tax Information:
The tax character of distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2018.
The tax character of distributions paid during the most recent tax year ended December 31, 2017 were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2017 | |
Distributions paid from | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 3,484,383 | | | $ | — | | | $ | 3,484,383 | | |
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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As of the most recent tax year ended December 31, 2017, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation/ (Depreciation)* | | Total Accumulated Earnings/ (Deficit) | |
$ | 1,384,159 | | | $ | 1,236,975 | | | $ | 2,621,134 | | | $ | 30,005,853 | | | $ | 32,626,987 | | |
*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, 2017, the Fund utilized $9,924,073 in capital loss carryforwards that were not subject to expiration.
As of June 30, 2018, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 143,631,785 | | | $ | 27,972,616 | | | $ | (7,968,556 | ) | | $ | 20,004,060 | | |
8. Capital Contribution from Prior Custodian:
The Fund received notification from the Fund's 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 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 during 2016 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 Financial Highlights as "Capital Contribution from Prior Custodian, Net".
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, 2018, 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 | | | 100.0 | % | |
10. Recent Accounting Pronouncements:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules introduced two new regulatory reporting forms for investment companies, Form N-PORT and Form N-CEN. The Fund's compliance date for Form N-PORT is June 1, 2018, and the Fund will make its initial filing with the SEC on Form N-PORT for the period ending March 31, 2019. Effective with the period ended June 30, 2018, the Fund will be required to maintain, and make available to the SEC upon request, the information required to be included in Form N-PORT. Form N-PORT will replace Form N-Q filings effective with the requirement to file the Form N-PORT with the SEC for the period ending March 31, 2019. The Fund's compliance date for Form N-CEN is June 1, 2018, and the Fund will make its initial filing on Form N-CEN for
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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the period ending December 31, 2018. Form N-CEN will replace Form N-SAR filings. The Fund's adoption of these amendments has no effect on the Fund's net assets or results of operations.
In March 2017, the FASB issued Accounting Standards Update No. 2017-08 "Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently evaluating the implications of ASU 2017-08 and its impact on the financial statements and related disclosures has not yet been determined.
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, 2018 | |
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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, 42 portfolios in Victory Portfolios and 20 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, 66 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D.T. Andrews, 71 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 67* | | Trustee | | February 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 74 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
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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 | |
Sally M. Dungan, 64 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
John L. Kelly, 65 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016-September 2017); Advisor (January 2016-April 2016) and Managing Partner (August 2014-January 2016), Endgate Commodities LLC; Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 61* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 57 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | |
Leigh A. Wilson, 73 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 46** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013) | | 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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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. 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, 56 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 49 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 44 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, 53 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, 34 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017), Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018). | |
Colin Kinney, 44 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, 58 | | 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, 64 | | Assistant Secretary | | February 1998 | | Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-2017). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
24
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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's website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Portfolio Investments:
The Trust files a complete list of Schedules of Portfolio 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, 2018 through June 30, 2018.
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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 985.30 | | | $ | 4.58 | | | | 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 divided by the number of days in the fiscal year).
25
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 1,020.18 | | | $ | 4.66 | | | | 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 divided by the number of days in the fiscal year).
26
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
27
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*
*You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
![](https://capedge.com/proxy/N-CSRS/0001104659-18-053482/j18152965_za005.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
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June 30, 2018
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 | | |
Privacy Policy (inside back cover) | | | |
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
![](https://capedge.com/proxy/N-CSRS/0001104659-18-053482/j18152966_ba003.jpg)
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 Large Cap Alpha VIP Series | | Schedule of Portfolio Investments June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (97.8%) | |
Banks (10.1%): | |
Comerica, Inc. | | | 323,640 | | | $ | 29,425,349 | | |
JPMorgan Chase & Co. | | | 297,780 | | | | 31,028,675 | | |
The PNC Financial Services Group, Inc. | | | 172,360 | | | | 23,285,836 | | |
U.S. Bancorp | | | 337,430 | | | | 16,878,249 | | |
| | | 100,618,109 | | |
Capital Markets (2.0%): | |
E*TRADE Financial Corp. (a) | | | 320,475 | | | | 19,600,251 | | |
Consumer Discretionary (6.3%): | |
Aramark | | | 297,970 | | | | 11,054,687 | | |
Booking Holdings, Inc. (a) | | | 8,070 | | | | 16,358,616 | | |
LKQ Corp. (a) | | | 395,460 | | | | 12,615,174 | | |
MGM Resorts International | | | 785,040 | | | | 22,789,711 | | |
| | | 62,818,188 | | |
Consumer Finance (1.9%): | |
Capital One Financial Corp. | | | 209,510 | | | | 19,253,969 | | |
Consumer Staples (8.4%): | |
CVS Health Corp. | | | 387,765 | | | | 24,952,678 | | |
Mondelez International, Inc., Class A | | | 817,180 | | | | 33,504,380 | | |
Post Holdings, Inc. (a) (b) | | | 296,460 | | | | 25,501,489 | | |
| | | 83,958,547 | | |
Energy (11.9%): | |
Chevron Corp. | | | 180,970 | | | | 22,880,037 | | |
Devon Energy Corp. | | | 468,411 | | | | 20,591,348 | | |
Enterprise Products Partners LP | | | 778,830 | | | | 21,550,226 | | |
EQT Corp. | | | 384,200 | | | | 21,200,156 | | |
Helmerich & Payne, Inc. | | | 155,650 | | | | 9,924,244 | | |
Noble Energy, Inc. (b) | | | 623,650 | | | | 22,002,372 | | |
| | | 118,148,383 | | |
Health Care (8.8%): | |
Allergan PLC | | | 200,147 | | | | 33,368,508 | | |
Qurate Retail, Inc. (a) (b) | | | 667,354 | | | | 14,161,252 | | |
UnitedHealth Group, Inc. | | | 79,935 | | | | 19,611,253 | | |
Zimmer Biomet Holdings, Inc. | | | 185,590 | | | | 20,682,150 | | |
| | | 87,823,163 | | |
Industrials (6.3%): | |
Eaton Corp. PLC | | | 199,150 | | | | 14,884,471 | | |
Sensata Technologies Holding PLC (a) (b) | | | 300,180 | | | | 14,282,564 | | |
Southwest Airlines Co. | | | 388,510 | | | | 19,767,389 | | |
Union Pacific Corp. | | | 97,850 | | | | 13,863,388 | | |
| | | 62,797,812 | | |
Information Technology (13.9%): | |
Alphabet, Inc., Class A (a) | | | 39,225 | | | | 44,292,478 | | |
Cognizant Technology Solutions Corp., Class A | | | 250,117 | | | | 19,756,742 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
FleetCor Technologies, Inc. (a) | | | 87,730 | | | $ | 18,480,325 | | |
Microsoft Corp. | | | 195,048 | | | | 19,233,683 | | |
Visa, Inc., Class A | | | 284,750 | | | | 37,715,137 | | |
| | | 139,478,365 | | |
Insurance (14.2%): | |
Aflac, Inc. | | | 446,280 | | | | 19,198,966 | | |
American International Group, Inc. | | | 646,350 | | | | 34,269,476 | | |
Arch Capital Group Ltd. (a) | | | 786,510 | | | | 20,811,055 | | |
Brown & Brown, Inc. (b) | | | 1,089,790 | | | | 30,219,876 | | |
Cincinnati Financial Corp. | | | 283,430 | | | | 18,950,130 | | |
Unum Group | | | 472,230 | | | | 17,467,788 | | |
| | | 140,917,291 | | |
Materials (6.5%): | |
Ball Corp. (b) | | | 818,680 | | | | 29,104,074 | | |
Lyondellbasell Industries NV, Class A | | | 68,998 | | | | 7,579,430 | | |
Sealed Air Corp. (b) | | | 643,490 | | | | 27,316,151 | | |
| | | 63,999,655 | | |
Real Estate (4.3%): | |
Equity Commonwealth (a) | | | 668,330 | | | | 21,052,395 | | |
Invitation Homes, Inc. | | | 934,280 | | | | 21,544,497 | | |
| | | 42,596,892 | | |
Utilities (3.2%): | |
Duke Energy Corp. | | | 226,450 | | | | 17,907,666 | | |
Exelon Corp. | | | 339,910 | | | | 14,480,166 | | |
| | | 32,387,832 | | |
Total Common Stocks (Cost $827,393,606) | | | 974,398,457 | | |
Collateral for Securities Loaned (3.6%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.06% (c) | | | 4,752,215 | | | | 4,752,215 | | |
Fidelity Investments Prime Money Market Portfolio, Class I, 2.07% (c) | | | 4,320,352 | | | | 4,320,352 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 1.81% (c) | | | 9,770,119 | | | | 9,770,119 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.16% (c) | | | 2,159,921 | | | | 2,159,921 | | |
JPMorgan Prime Money Market Fund, Capital Class, 2.05% (c) | | | 11,231,280 | | | | 11,231,280 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.12% (c) | | | 3,887,858 | | | | 3,887,858 | | |
Total Collateral for Securities Loaned (Cost $36,121,745) | | | 36,121,745 | | |
Total Investments (Cost $863,515,351) — 101.4% | | | 1,010,520,202 | | |
Liabilities in excess of other assets — (1.4)% | | | (13,852,013 | ) | |
NET ASSETS — 100.0% | | $ | 996,668,189 | | |
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate disclosed is the daily yield on June 30, 2018.
LP — Limited Partnership
PLC — Public Limited Company
See notes to financial statements.
4
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2018 | |
(Unaudited)
| | Victory RS Large Cap Alpha VIP Series | |
ASSETS: | |
Investments, at value (Cost $863,515,351) | | $ | 1,010,520,202 | (a) | |
Cash and cash equivalents | | | 23,519,821 | | |
Interest and dividends receivable | | | 618,726 | | |
Receivable for capital shares issued | | | 2,357 | | |
Receivable from Adviser | | | 40,957 | | |
Prepaid expenses | | | 27,533 | | |
Total Assets | | | 1,034,729,596 | | |
LIABILITIES: | |
Securities lending collateral | | | 36,121,745 | | |
Payable for investments purchased | | | 1,077,434 | | |
Payable for capital shares redeemed | | | 313,718 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 417,859 | | |
Administration fees | | | 50,980 | | |
Custodian fees | | | 7,267 | | |
Transfer agent fees | | | 294 | | |
Chief Compliance Officer fees | | | 1,303 | | |
Trustees' fees | | | 248 | | |
Other accrued expenses | | | 70,559 | | |
Total Liabilities | | | 38,061,407 | | |
NET ASSETS: | |
Capital | | | 658,395,915 | | |
Accumulated net investment income (loss) | | | 5,269,919 | | |
Accumulated net realized gains (losses) from investments | | | 185,997,504 | | |
Net unrealized appreciation (depreciation) on investments | | | 147,004,851 | | |
Net Assets | | $ | 996,668,189 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 18,249,028 | | |
Net asset value: | | $ | 54.61 | | |
(a) Includes $35,272,409 of securities on loan.
See notes to financial statements.
5
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2018 | |
(Unaudited)
| | Victory RS Large Cap Alpha VIP Series | |
Investment Income: | |
Dividend income | | $ | 7,344,294 | | |
Interest income | | | 54,996 | | |
Securities lending income | | | 36,359 | | |
Total Income | | | 7,435,649 | | |
Expenses: | |
Investment advisory fees | | | 2,569,145 | | |
Administration fees | | | 301,937 | | |
Custodian fees | | | 23,039 | | |
Transfer agent fees | | | 959 | | |
Trustees' fees | | | 41,267 | | |
Chief Compliance Officer fees | | | 4,486 | | |
Legal and audit fees | | | 56,157 | | |
Other expenses | | | 65,724 | | |
Total Expenses | | | 3,062,714 | | |
Expenses waived/reimbursed by Adviser | | | (237,611 | ) | |
Net Expenses | | | 2,825,103 | | |
Net Investment Income (Loss) | | | 4,610,546 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains (losses) from investment transactions | | | 86,453,282 | | |
Net change in unrealized appreciation/depreciation on investments | | | (78,701,689 | ) | |
Net realized/unrealized gains (losses) on investments | | | 7,751,593 | | |
Change in net assets resulting from operations | | $ | 12,362,139 | | |
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, 2018 | | Year Ended December 31, 2017 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 4,610,546 | | | $ | 10,474,413 | | |
Net realized gains (losses) from investment transactions | | | 86,453,282 | | | | 103,673,960 | | |
Net change in unrealized appreciation/depreciation on investments | | | (78,701,689 | ) | | | 62,191,294 | | |
Change in net assets resulting from operations | | | 12,362,139 | | | | 176,339,667 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (10,800,168 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (10,800,168 | ) | |
Change in net assets resulting from capital transactions | | | (76,434,003 | ) | | | (125,399,135 | ) | |
Change in net assets | | | (64,071,864 | ) | | | 40,140,364 | | |
Net Assets: | |
Beginning of period | | | 1,060,740,053 | | | | 1,020,599,689 | | |
End of period | | $ | 996,668,189 | | | $ | 1,060,740,053 | | |
Accumulated net investment income (loss) | | $ | 5,269,919 | | | $ | 659,373 | | |
Capital Transactions: | |
Proceeds from shares issued | | | 4,257,228 | | | | 8,905,556 | | |
Distributions reinvested | | | — | | | | 10,800,168 | | |
Cost of shares redeemed | | | (80,691,231 | ) | | | (145,104,859 | ) | |
Change in net assets resulting from capital transactions | | $ | (76,434,003 | ) | | $ | (125,399,135 | ) | |
Share Transactions: | |
Issued | | | 77,957 | | | | 181,681 | | |
Reinvested | | | — | | | | 199,449 | | |
Redeemed | | | (1,468,873 | ) | | | (2,937,643 | ) | |
Change in Shares | | | (1,390,916 | ) | | | (2,556,513 | ) | |
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, 2018 | | Year Ended December 31, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 54.01 | | | $ | 45.98 | | | $ | 44.26 | | | $ | 50.63 | | | $ | 51.52 | | | $ | 39.00 | | |
Investment Activities: | |
Net investment income (loss) (a) | | | 0.24 | (a) | | | 0.51 | (a) | | | 0.50 | (a) | | | 0.60 | (a) | | | 0.73 | | | | 0.63 | | |
Net realized and unrealized gains (losses) on investments | | | 0.36 | | | | 8.07 | | | | 3.50 | | | | (1.64 | ) | | | 6.21 | | | | 14.40 | | |
Total from Investment Activities | | | 0.60 | | | | 8.58 | | | | 4.00 | | | | (1.04 | ) | | | 6.94 | | | | 15.03 | | |
Distributions to Shareholders: | |
Net investment income | | | — | | | | (0.55 | ) | | | (0.52 | ) | | | (0.67 | ) | | | (0.71 | ) | | | (0.63 | ) | |
Net realized gains from investments | | | — | | | | — | | | | (1.76 | ) | | | (4.66 | ) | | | (7.12 | ) | | | (1.88 | ) | |
Total Distributions to Shareholders | | | — | | �� | | (0.55 | ) | | | (2.28 | ) | | | (5.33 | ) | | | (7.83 | ) | | | (2.51 | ) | |
Capital Contributions from Prior Custodian, Net (See Note 8) | | | — | | | | — | | | | — | (b) | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 54.61 | | | $ | 54.01 | | | $ | 45.98 | | | $ | 44.26 | | | $ | 50.63 | | | $ | 51.52 | | |
Total Return (c) (d) | | | 1.13 | % | | | 18.67 | % | | | 9.03 | %(e) | | | (2.01 | )% | | | 13.58 | % | | | 38.71 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 996,668 | | | $ | 1,060,740 | | | $ | 1,020,600 | | | $ | 1,015,821 | | | $ | 1,148,698 | | | $ | 1,154,305 | | |
Ratio of net expenses to average net assets (f) | | | 0.55 | % | | | 0.55 | % | | | 0.54 | % | | | 0.55 | % | | | 0.55 | % | | | 0.54 | % | |
Ratio of net investment income (loss) to average net assets (f) (g) | | | 0.90 | % | | | 1.02 | % | | | 1.12 | % | | | 1.20 | % | | | 1.27 | % | | | 1.24 | % | |
Ratio of gross expenses to average net assets (f) (g) | | | 0.60 | % | | | 0.60 | % | | | 0.54 | % | | | 0.55 | % | | | 0.55 | % | | | 0.54 | % | |
Portfolio turnover (d) | | | 26 | % | | | 56 | % | | | 84 | % | | | 47 | % | | | 56 | % | | | 48 | % | |
(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 8)
(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, 2018 | |
(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. 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. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.
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 exchange-traded funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, 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
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is principally traded. In each of these situations, valuations are typically categorized as Level 1 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.
Debt securities of United States ("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. In each of these situations, valuations are typically categorized as Level 2 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, based on the observability of inputs used to determine the fair value.
For the six months ended June 30, 2018, 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, 2018, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedule of Portfolio Investments:
| | LEVEL 1 — Quoted Prices | | Total | |
| | Investments in Securities | | Investments in Securities | |
Common Stocks | | $ | 974,398,457 | | | $ | 974,398,457 | | |
Collateral for Securities Loaned | | | 36,121,745 | | | | 36,121,745 | | |
Total | | $ | 1,010,520,202 | | | $ | 1,010,520,202 | | |
There were no transfers among any levels during the six months ended June 30, 2018.
Investment Companies:
The Fund may invest in portfolios of open-end investment companies. These investment companies 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.
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.
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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 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, 2018:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Net Amount | |
$ | 35,272,409 | | | $ | 36,121,745 | | | $ | 849,336 | | |
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
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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, or jointly with an affiliated trust, are allocated among the Fund and respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.
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, 2018 were as follows:
Purchases | | Sales | |
$ | 268,969,289 | | | $ | 348,975,392 | | |
For the six months ended June 30, 2018, there were no purchases or sales of U.S. Government Securities.
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 indirect subsidiary of Victory Capital Holdings Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.
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 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.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services 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.
The Chief Compliance Officer ("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.
The Victory Trusts pay an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Trusts and are presented in the Statement of Operations.
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Shearman & Sterling 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.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2019. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by the Fund in any fiscal year exceed the expense limit for 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, 2018, the expense limit (excluding voluntary waivers) is 0.55%.
The Fund has agreed to repay fees and expenses 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 the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2018, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended June 30, 2018, if any, are reflected on the Statement of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
Expires 12/31/2020 | | Expires 12/31/2021 | |
$ | 522,796 | | | $ | 237,611 | | |
The Adviser, 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. There were no voluntary waivers or reimbursements for the six months ended June 30, 2018.
Certain officers and/or interested trustees of the Fund are also officers of the Adviser, Administrator and Fund Accountant, and Legal.
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 for 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 to be of comparable quality.
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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 28, 2017, 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, another series of the Victory Trusts, with that Fund paying the related commitment fees for that amount. 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. The agreement was subsequently amended on July 27, 2018 with a new termination date of July 26, 2019. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the six months ended June 30, 2018, Citibank earned approximately $74,384 in commitment fees from the Victory Trusts. Each fund in the Victory Trusts pays a pro-rata portion of the commitment fees plus any interest on amounts borrowed. As of June 30, 2018, the interest rate on outstanding borrowings was 3.10%.
The Fund did not utilize or participate in the Line of Credit during the year ended June 30, 2018.
Interfund Lending:
The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other 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.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2018.
7. Federal Income Tax Information:
The tax character of distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2018.
The tax character of distributions paid during the most recent tax year ended December 31, 2017 were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2017 | |
Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 10,800,168 | | | $ | — | | | $ | 10,800,168 | | |
As of the most recent tax year ended December 31, 2017, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 12,275,459 | | | $ | 87,279,277 | | | $ | 99,554,736 | | | $ | 226,355,399 | | | $ | 325,910,135 | | |
*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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During the most recent tax year ended December 31, 2017, the Fund did not utilize any capital loss carryforwards.
As of June 30, 2018, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 862,112,130 | | | $ | 173,289,295 | | | $ | (24,881,223 | ) | | $ | 148,408,072 | | |
8. Capital Contribution from Prior Custodian:
The Fund received notification from the Fund's 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 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 during 2016 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 Financial Highlights as "Capital Contribution from Prior Custodian, Net".
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, 2018, 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 | | | 100.0 | % | |
10. Recent Accounting Pronouncements:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules introduced two new regulatory reporting forms for investment companies, Form N-PORT and Form N-CEN. The Fund's compliance date for Form N-PORT is June 1, 2018, and the Fund will make its initial filing with the SEC on Form N-PORT for the period ending March 31, 2019. Effective with the period ended June 30, 2018, the Fund will be required to maintain, and make available to the SEC upon request, the information required to be included in Form N-PORT. Form N-PORT will replace Form N-Q filings effective with the requirement to file the Form N-PORT with the SEC for the period ending March 31, 2019. The Fund's compliance date for Form N-CEN is June 1, 2018, and the Fund will make its initial filing on Form N-CEN for the period ending December 31, 2018. Form N-CEN will replace Form N-SAR filings. The Fund's adoption of these amendments has no effect on the Fund's net assets or results of operations.
In March 2017, the FASB issued Accounting Standards Update No. 2017-08 "Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently evaluating the implications of ASU 2017-08 and its impact on the financial statements and related disclosures has not yet been determined.
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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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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, 42 portfolios in Victory Portfolios and 20 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, 66 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016- December 2017). | |
Nigel D.T. Andrews, 71 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 67* | | Trustee | | February 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 74 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
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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 | |
Sally M. Dungan, 64 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
John L. Kelly, 65 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016-September 2017); Advisor (January 2016-April 2016) and Managing Partner (August 2014-January 2016), Endgate Commodities LLC; Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 61* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 57 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | |
Leigh A. Wilson, 73 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 46** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011- 2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). | | 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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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. 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, 56 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 49 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 44 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, 53 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, 34 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017), Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018). | |
Colin Kinney, 44 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, 58 | | 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, 64 | | Assistant Secretary | | February 1998 | | Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-2017). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
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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 SEC's website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Portfolio Investments:
The Trust files a complete list of Schedules of Portfolio 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, 2018 through June 30, 2018.
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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 1,011.30 | | | $ | 2.74 | | | | 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 divided by the number of days in the fiscal year).
20
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 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 divided by the number of days in the fiscal year).
21
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
22
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*
*You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
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Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-LCAVIP-SAR (6/18)
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June 30, 2018
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 | | | 17 | | |
Proxy Voting and Form N-Q Information | | | 20 | | |
Expense Examples | | | 20 | | |
Portfolio Holdings | | | 22 | | |
Privacy Policy (inside back cover) | | | |
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
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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, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (98.8%) | |
Communications Equipment (1.0%): | |
Lumentum Holdings, Inc. (a) (b) | | | 19,543 | | | $ | 1,131,540 | | |
Consumer Discretionary (17.6%): | |
At Home Group, Inc. (a) (b) | | | 37,300 | | | | 1,460,295 | | |
Burlington Stores, Inc. (a) | | | 3,868 | | | | 582,250 | | |
Delphi Technologies PLC | | | 24,650 | | | | 1,120,589 | | |
Dineequity, Inc. (b) | | | 21,170 | | | | 1,583,516 | | |
Eldorado Resorts, Inc. (a) (b) | | | 28,100 | | | | 1,098,710 | | |
Grand Canyon Education, Inc. (a) | | | 16,089 | | | | 1,795,693 | | |
Lithia Motors, Inc. | | | 11,533 | | | | 1,090,676 | | |
Monro Muffler Brake, Inc. (b) | | | 17,170 | | | | 997,577 | | |
Ollie's Bargain Outlet Holdings, Inc. (a) (b) | | | 14,268 | | | | 1,034,430 | | |
Planet Fitness, Inc., Class A (a) | | | 45,560 | | | | 2,001,906 | | |
Red Rock Resorts, Inc., Class A (b) | | | 28,940 | | | | 969,490 | | |
Steven Madden Ltd. | | | 30,389 | | | | 1,613,656 | | |
The Wendy's Co. (b) | | | 92,330 | | | | 1,586,229 | | |
Topbuild Corp. (a) (b) | | | 14,120 | | | | 1,106,161 | | |
Weight Watchers International, Inc. (a) | | | 17,770 | | | | 1,796,547 | | |
Wingstop, Inc. | | | 17,290 | | | | 901,155 | | |
| | | 20,738,880 | | |
Consumer Staples (2.3%): | |
Nomad Foods Ltd. (a) | | | 144,380 | | | | 2,770,652 | | |
Electronic Equipment, Instruments & Components (1.1%): | |
Littelfuse, Inc. (b) | | | 5,669 | | | | 1,293,552 | | |
Energy (1.5%): | |
Newpark Resources, Inc. (a) | | | 116,960 | | | | 1,269,016 | | |
SRC Energy, Inc. (a) (b) | | | 44,510 | | | | 490,500 | | |
| | | 1,759,516 | | |
Financials (4.8%): | |
LendingTree, Inc. (a) (b) | | | 3,444 | | | | 736,327 | | |
Primerica, Inc. | | | 8,540 | | | | 850,584 | | |
Texas Capital Bancshares, Inc. (a) | | | 14,640 | | | | 1,339,560 | | |
Walker & Dunlop, Inc. | | | 14,640 | | | | 814,716 | | |
Western Alliance BanCorp (a) | | | 20,324 | | | | 1,150,542 | | |
WisdomTree Investments, Inc. | | | 84,860 | | | | 770,529 | | |
| | | 5,662,258 | | |
Health Care (24.9%): | |
Aimmune Therapeutics, Inc. (a) (b) | | | 20,450 | | | | 549,901 | | |
Amicus Therapeutics, Inc. (a) | | | 105,809 | | | | 1,652,737 | | |
Apellis Pharmaceuticals, Inc. (a) (b) | | | 22,320 | | | | 491,040 | | |
Aptinyx, Inc. (a) | | | 20,880 | | | | 504,670 | | |
Audentes Therapeutics, Inc. (a) | | | 20,760 | | | | 793,240 | | |
Bluebird Bio, Inc. (a) | | | 8,392 | | | | 1,317,124 | | |
Blueprint Medicines Corp. (a) (b) | | | 13,046 | | | | 828,160 | | |
Celyad SA, ADR (a) (b) | | | 15,751 | | | | 488,123 | | |
Diplomat Pharmacy, Inc. (a) | | | 42,240 | | | | 1,079,654 | | |
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, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Exact Sciences Corp. (a) | | | 23,770 | | | $ | 1,421,208 | | |
Five Prime Therapeutics, Inc. (a) | | | 33,517 | | | | 529,904 | | |
Globus Medical, Inc., Class A (a) | | | 30,450 | | | | 1,536,506 | | |
GW Pharmaceuticals PLC, ADR (a) | | | 9,320 | | | | 1,300,513 | | |
HealthEquity, Inc. (a) (b) | | | 13,610 | | | | 1,022,111 | | |
Immunomedics, Inc. (a) (b) | | | 64,320 | | | | 1,522,454 | | |
Insulet Corp. (a) (b) | | | 16,000 | | | | 1,371,200 | | |
Iovance Biotherapeutics, Inc. (a) | | | 73,304 | | | | 938,291 | | |
Irhythm Technologies, Inc. (a) (b) | | | 5,960 | | | | 483,535 | | |
Kura Oncology, Inc. (a) | | | 42,940 | | | | 781,508 | | |
Ligand Pharmaceuticals, Inc., Class B (a) | | | 7,648 | | | | 1,584,436 | | |
Loxo Oncology, Inc. (a) | | | 10,186 | | | | 1,767,066 | | |
Madrigal Pharmaceuticals, Inc. (a) (b) | | | 4,880 | | | | 1,364,887 | | |
Masimo Corp. (a) | | | 14,550 | | | | 1,420,808 | | |
Penumbra, Inc. (a) | | | 8,420 | | | | 1,163,223 | | |
Sage Therapeutics, Inc. (a) | | | 8,426 | | | | 1,318,922 | | |
Sienna Biopharmaceuticals, Inc. (a) (b) | | | 12,270 | | | | 186,381 | | |
Teladoc, Inc. (a) (b) | | | 25,330 | | | | 1,470,407 | | |
Vital Therapies, Inc. (a) (b) | | | 69,287 | | | | 474,616 | | |
| | | 29,362,625 | | |
Industrials (13.9%): | |
Altra Industrial Motion Corp. (b) | | | 33,390 | | | | 1,439,109 | | |
Azul SA, ADR (a) (b) | | | 56,030 | | | | 916,651 | | |
Beacon Roofing Supply, Inc. (a) (b) | | | 24,600 | | | | 1,048,452 | | |
H&E Equipment Services, Inc. | | | 44,590 | | | | 1,677,030 | | |
Harsco Corp. (a) | | | 72,560 | | | | 1,603,576 | | |
Hexcel Corp. | | | 10,573 | | | | 701,836 | | |
Kennametal, Inc. | | | 45,170 | | | | 1,621,603 | | |
Proto Labs, Inc. (a) | | | 7,320 | | | | 870,714 | | |
Saia, Inc. (a) | | | 19,410 | | | | 1,569,299 | | |
Simpson Manufacturing Co., Inc. | | | 18,520 | | | | 1,151,759 | | |
Siteone Landscape Supply, Inc. (a) (b) | | | 19,410 | | | | 1,629,858 | | |
The Brink's Co. | | | 7,680 | | | | 612,480 | | |
Welbilt, Inc. (a) | | | 70,920 | | | | 1,582,225 | | |
| | | 16,424,592 | | |
Internet Software & Services (8.4%): | |
Cornerstone OnDemand, Inc. (a) | | | 25,380 | | | | 1,203,773 | | |
Coupa Software, Inc. (a) | | | 20,010 | | | | 1,245,422 | | |
Envestnet, Inc. (a) | | | 16,000 | | | | 879,200 | | |
LogMeIn, Inc. (b) | | | 16,570 | | | | 1,710,853 | | |
Mindbody, Inc. (a) (b) | | | 46,920 | | | | 1,811,112 | | |
Q2 Holdings, Inc. (a) | | | 16,470 | | | | 939,614 | | |
Wix.com Ltd. (a) (b) | | | 20,660 | | | | 2,072,198 | | |
| | | 9,862,172 | | |
IT Services (7.2%): | |
Black Knight, Inc. (a) | | | 40,673 | | | | 2,178,039 | | |
Euronet Worldwide, Inc. (a) (b) | | | 21,803 | | | | 1,826,437 | | |
InterXion Holding NV (a) | | | 27,540 | | | | 1,719,047 | | |
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, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
WEX, Inc. (a) | | | 5,860 | | | $ | 1,116,213 | | |
WNS Holdings Ltd., ADR (a) | | | 32,506 | | | | 1,696,163 | | |
| | | 8,535,899 | | |
Materials (4.1%): | |
Allegheny Technologies, Inc. (a) | | | 63,750 | | | | 1,601,400 | | |
Ashland Global Holdings, Inc. | | | 19,330 | | | | 1,511,219 | | |
Ferro Corp. (a) | | | 80,830 | | | | 1,685,306 | | |
| | | 4,797,925 | | |
Semiconductors & Semiconductor Equipment (5.6%): | |
Advanced Energy Industries, Inc. (a) | | | 9,340 | | | | 542,561 | | |
Cypress Semiconductor Corp. | | | 51,910 | | | | 808,758 | | |
Integrated Device Technology, Inc. (a) | | | 35,550 | | | | 1,133,334 | | |
MKS Instruments, Inc. | | | 12,080 | | | | 1,156,055 | | |
Monolithic Power Systems, Inc. | | | 7,777 | | | | 1,039,552 | | |
Tower Semiconductor Ltd. (a) | | | 39,544 | | | | 870,363 | | |
Versum Materials, Inc. | | | 29,180 | | | | 1,084,037 | | |
| | | 6,634,660 | | |
Software (6.4%): | |
Fair Isaac Corp. (a) | | | 6,750 | | | | 1,304,910 | | |
HubSpot, Inc. (a) (b) | | | 8,610 | | | | 1,079,694 | | |
Proofpoint, Inc. (a) | | | 14,125 | | | | 1,628,754 | | |
RingCentral, Inc., Class A (a) | | | 49,748 | | | | 3,499,772 | | |
| | | 7,513,130 | | |
Total Common Stocks (Cost $85,697,544) | | | 116,487,401 | | |
Collateral for Securities Loaned (17.8%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.06% (c) | | | 2,751,006 | | | | 2,751,006 | | |
Fidelity Investments Prime Money Market Portfolio, Class I, 2.07% (c) | | | 2,501,005 | | | | 2,501,005 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 1.81% (c) | | | 5,655,815 | | | | 5,655,815 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.16% (c) | | | 1,250,355 | | | | 1,250,355 | | |
JPMorgan Prime Money Market Fund, Capital Class, 2.05% (c) | | | 6,501,666 | | | | 6,501,666 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.12% (c) | | | 2,250,639 | | | | 2,250,639 | | |
Total Collateral for Securities Loaned (Cost $20,910,486) | | | 20,910,486 | | |
Total Investments (Cost $106,608,030) — 116.6% | | | 137,397,887 | | |
Liabilities in excess of other assets — (16.6)% | | | (19,593,989 | ) | |
NET ASSETS — 100.0% | | $ | 117,803,898 | | |
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate disclosed is the daily yield on June 30, 2018.
ADR — American Depositary Receipt
PLC — Public Limited Company
See notes to financial statements.
5
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2018 | |
(Unaudited)
| | Victory RS Small Cap Growth Equity VIP Series | |
ASSETS: | |
Investments, at value (Cost $106,608,030) | | $ | 137,397,887 | (a) | |
Cash and cash equivalents | | | 1,124,889 | | |
Interest and dividends receivable | | | 34,910 | | |
Receivable for capital shares issued | | | 500 | | |
Receivable for investments sold | | | 1,609,787 | | |
Prepaid expenses | | | 2,964 | | |
Total Assets | | | 140,170,937 | | |
LIABILITIES: | |
Securities lending collateral | | | 20,910,486 | | |
Payable for investments purchased | | | 1,325,075 | | |
Payable for capital shares redeemed | | | 32,056 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 74,699 | | |
Administration fees | | | 6,074 | | |
Custodian fees | | | 1,062 | | |
Transfer agent fees | | | 51 | | |
Chief Compliance Officer fees | | | 141 | | |
Trustees' fees | | | 98 | | |
Other accrued expenses | | | 17,297 | | |
Total Liabilities | | | 22,367,039 | | |
NET ASSETS: | |
Capital | | | 56,740,624 | | |
Accumulated net investment income (loss) | | | (222,838 | ) | |
Accumulated net realized gains (losses) from investments | | | 30,496,255 | | |
Net unrealized appreciation (depreciation) on investments | | | 30,789,857 | | |
Net Assets | | $ | 117,803,898 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 5,093,370 | | |
Net asset value: | | $ | 23.13 | | |
(a) Includes $20,498,624 of securities on loan.
See notes to financial statements.
6
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2018 | |
(Unaudited)
| | Victory RS Small Cap Growth Equity VIP Series | |
Investment Income: | |
Dividend income | | $ | 245,059 | | |
Interest income | | | 8,084 | | |
Securities lending income | | | 20,527 | | |
Total Income | | | 273,670 | | |
Expenses: | |
Investment advisory fees | | | 429,904 | | |
Administration fees | | | 33,866 | | |
Custodian fees | | | 3,795 | | |
Transfer agent fees | | | 200 | | |
Trustees' fees | | | 4,520 | | |
Chief Compliance Officer fees | | | 485 | | |
Legal and audit fees | | | 10,691 | | |
Interest expense on interfund lending (See Note 6) | | | 72 | | |
Other expenses | | | 12,975 | | |
Total Expenses | | | 496,508 | | |
Net Investment Income (Loss) | | | (222,838 | ) | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains (losses) from investment transactions | | | 14,687,927 | | |
Net change in unrealized appreciation/depreciation on investments | | | (586,325 | ) | |
Net realized/unrealized gains (losses) on investments | | | 14,101,602 | | |
Change in net assets resulting from operations | | $ | 13,878,764 | | |
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, 2018 | | Year Ended December 31, 2017 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | (222,838 | ) | | $ | (476,134 | ) | |
Net realized gains (losses) from investment transactions | | | 14,687,927 | | | | 18,834,058 | | |
Net change in unrealized appreciation/depreciation on investments | | | (586,325 | ) | | | 15,172,056 | | |
Change in net assets resulting from operations | | | 13,878,764 | | | | 33,529,980 | | |
Change in net assets resulting from capital transactions | | | (7,545,113 | ) | | | (19,301,445 | ) | |
Change in net assets | | | 6,333,651 | | | | 14,228,535 | | |
Net Assets: | |
Beginning of period | | | 111,470,247 | | | | 97,241,712 | | |
End of period | | $ | 117,803,898 | | | $ | 111,470,247 | | |
Accumulated net investment income (loss) | | $ | (222,838 | ) | | $ | — | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 3,786,193 | | | $ | 3,530,550 | | |
Cost of shares redeemed | | | (11,331,306 | ) | | | (22,831,995 | ) | |
Change in net assets resulting from capital transactions | | $ | (7,545,113 | ) | | $ | (19,301,445 | ) | |
Share Transactions: | |
Issued | | | 167,262 | | | | 198,987 | | |
Redeemed | | | (516,509 | ) | | | (1,317,237 | ) | |
Change in Shares | | | (349,247 | ) | | | (1,118,250 | ) | |
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, 2018 | | Year Ended December 31, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 20.48 | | | $ | 14.82 | | | $ | 14.61 | | | $ | 17.47 | | | $ | 18.87 | | | $ | 14.83 | | |
Investment Activities: | |
Net investment income (loss) | | | (0.04 | )(a) | | | (0.05 | )(a) | | | (0.05 | )(a) | | | (0.10 | )(a) | | | (0.10 | ) | | | (0.10 | ) | |
Net realized and unrealized gains (losses) on investments | | | 2.69 | | | | 5.71 | | | | 0.25 | | | | 0.24 | | | | 1.98 | | | | 7.39 | | |
Total from Investment Activities | | | 2.65 | | | | 5.66 | | | | 0.20 | | | | 0.14 | | | | 1.88 | | | | 7.29 | | |
Distributions to Shareholders: | |
Net investment income | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | |
Net realized gains from investments | | | — | | | | — | | | | — | | | | (3.00 | ) | | | (3.28 | ) | | | (3.25 | ) | |
Total Distributions to Shareholders | | | — | | | | — | | | | — | | | | (3.00 | ) | | | (3.28 | ) | | | (3.25 | ) | |
Capital Contributions from Prior Custodian, Net (See Note 8) | | | — | | | | — | | | | 0.01 | | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 23.13 | | | $ | 20.48 | | | $ | 14.82 | | | $ | 14.61 | | | $ | 17.47 | | | $ | 18.87 | | |
Total Return (b) (c) | | | 12.94 | % | | | 38.19 | % | | | 1.44 | %(d) | | | 0.62 | % | | | 10.13 | % | | | 50.13 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 117,804 | | | $ | 111,470 | | | $ | 97,242 | | | $ | 106,962 | | | $ | 118,144 | | | $ | 120,565 | | |
Ratio of net expenses to average net assets (e) | | | 0.87 | % | | | 0.87 | % | | | 0.88 | % | | | 0.88 | % | | | 0.86 | % | | | 0.85 | % | |
Ratio of net investment income (loss) to average net assets (e) | | | (0.39 | )% | | | (0.30 | )% | | | (0.39 | )% | | | (0.54 | )% | | | (0.60 | )% | | | (0.59 | )% | |
Portfolio turnover (c) | | | 35 | % | | | 71 | % | | | 91 | % | | | 88 | % | | | 95 | % | | | 101 | % | |
(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 0.01% for the period shown. (See Note 8)
(e) Annualized for periods less than one year.
See notes to financial statements.
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Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2018 | |
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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. 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.
The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.
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 exchange-traded funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the NASDAQ Official Closing Price. If there have been no sales for that day on the exchange or system, then a
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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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.
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.
Debt securities of United States ("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. In each of these situations, valuations are typically categorized as Level 2 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, based on the observability of inputs used to determine the fair value.
For the six months ended June 30, 2018, 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, 2018, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedule of Portfolio Investments:
| | LEVEL 1 — QuotedPrices | | Total | |
| | Investments in Securities | | Investments in Securities | |
Common Stocks | | $ | 116,487,401 | | | $ | 116,487,401 | | |
Collateral for Securities Loaned | | | 20,910,486 | | | | 20,910,486 | | |
Total | | $ | 137,397,887 | | | $ | 137,397,887 | | |
There were no transfers among any levels during the six months ended June 30, 2018.
Investment Companies:
The Fund may invest in portfolios of open-end investment companies. These investment companies 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.
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.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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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 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, 2018:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Net Amount | |
$ | 20,498,624 | | | $ | 20,910,486 | | | $ | 411,862 | | |
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.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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, or jointly with an affiliated trust, are allocated among the Fund and respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.
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, 2018 were as follows:
Purchases | | Sales | |
$ | 40,051,735 | | | $ | 48,358,779 | | |
For the six months ended June 30, 2018, there were no purchases or sales of U.S. Government Securities.
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 indirect subsidiary of Victory Capital Holdings Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.
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, 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 pursuant to a Sub-Administration and Sub-Fund Accounting Services 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.
The Chief Compliance Officer ("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.
The Victory Trusts pay an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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Independent Trustees are allocated amongst all the funds in the Victory Trusts and are presented in the Statement of Operations.
Shearman & Sterling 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.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2019. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by the Fund in any fiscal year exceed the expense limit for 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, 2018, the expense limit (excluding voluntary waivers) is 0.88%.
The Fund has agreed to repay fees and expenses 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 the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2018, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended June 30, 2018, if any, are reflected on the Statement of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
The Adviser, 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. There were no voluntary waivers or reimbursements for the six months ended June 30, 2018.
Certain officers and/or interested trustees of the Fund are also officers of the Adviser, Administrator and Fund Accountant, and Legal.
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 for 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 to be of comparable quality.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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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 28, 2017, 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, another series of the Victory Trusts, with that Fund paying the related commitment fees for that amount. 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. The agreement was subsequently amended on July 27, 2018 with a new termination date of July 26, 2019. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the six months ended June 30, 2018, Citibank earned approximately $74,384 in commitment fees from the Victory Trusts. Each fund in the Victory Trusts pays a pro-rata portion of the commitment fees plus any interest on amounts borrowed. As of June 30, 2018, the interest rate on outstanding borrowings was 3.10%.
The Fund did not utilize or participate in the Line of Credit during the six months ended June 30, 2018.
Interfund Lending:
The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other 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.
The average loans for the days outstanding and average interest rate for the Fund during the six months ended June 30, 2018 was as follows:
Borrower or Lender | | Amount Outstanding at June 30, 2018 | | Average Borrowing* | | Days Borrowing Outstanding | | Average Interest Rate | | Interest Paid | |
Borrower | | $ | — | | | $ | 654,500 | | | | 2 | | | | 1.98 | % | | $ | 72 | | |
*For the six months ended June 30, 2018, based on the number of days borrowings were outstanding.
7. Federal Income Tax Information:
The tax character of distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2018.
For the most recent tax year ended December 31, 2017, there were no distributions paid.
As of the most recent tax year ended December 31, 2017, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 411,846 | | | $ | 16,074,061 | | | $ | 16,485,907 | | | $ | 30,698,603 | | | $ | 47,184,510 | | |
*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, 2017, the Fund utilized $1,605,196 in capital loss carryforwards.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
As of June 30, 2018, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 107,304,527 | | | $ | 33,793,620 | | | $ | (3,700,260 | ) | | $ | 30,093,360 | | |
8. Capital Contribution from Prior Custodian:
The Fund received notification from the Fund's 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 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 during 2016 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 Financial Highlights as "Capital Contribution from Prior Custodian, Net".
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, 2018, 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 | | | 100.0 | % | |
10. Recent Accounting Pronouncements:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules introduced two new regulatory reporting forms for investment companies, Form N-PORT and Form N-CEN. The Fund's compliance date for Form N-PORT is June 1, 2018, and the Fund will make its initial filing with the SEC on Form N-PORT for the period ending March 31, 2019. Effective with the period ended June 30, 2018, the Fund will be required to maintain, and make available to the SEC upon request, the information required to be included in Form N-PORT. Form N-PORT will replace Form N-Q filings effective with the requirement to file the Form N-PORT with the SEC for the period ending March 31, 2019. The Fund's compliance date for Form N-CEN is June 1, 2018, and the Fund will make its initial filing on Form N-CEN for the period ending December 31, 2018. Form N-CEN will replace Form N-SAR filings. The Fund's adoption of these amendments has no effect on the Fund's net assets or results of operations.
In March 2017, the FASB issued Accounting Standards Update No. 2017-08 "Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently evaluating the implications of ASU 2017-08 and its impact on the financial statements and related disclosures has not yet been determined.
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, 2018 | |
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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, 42 portfolios in Victory Portfolios and 20 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, 66 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016- December 2017). | |
Nigel D.T. Andrews, 71 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 67* | | Trustee | | February 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 74 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
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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 | |
Sally M. Dungan, 64 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
John L. Kelly, 65 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016-September 2017); Advisor (January 2016-April 2016) and Managing Partner (August 2014-January 2016), Endgate Commodities LLC; Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 61* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 57 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | |
Leigh A. Wilson, 73 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 46** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011- 2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013) | | 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, 2018 | |
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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. 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, 56 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 49 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 44 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, 53 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, 34 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017), Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018). | |
Colin Kinney, 44 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, 58 | | 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, 64 | | Assistant Secretary | | February 1998 | | Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-2017). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
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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 SEC's website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Portfolio Investments:
The Trust files a complete list of Schedules of Portfolio 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, 2018 through June 30, 2018.
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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 1,129.40 | | | $ | 4.59 | | | | 0.87 | % | |
* 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).
20
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 1,020.48 | | | $ | 4.36 | | | | 0.87 | % | |
* 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).
21
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
22
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*
*You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
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Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SCGEVIP-SAR (6/18)
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June 30, 2018
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 | | | 28 | | |
Proxy Voting and Form N-Q Information | | | 31 | | |
Expense Examples | | | 31 | | |
Portfolio Holdings | | | 33 | | |
Privacy Policy (inside back cover) | | | |
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
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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 S&P 500 Index VIP Series | | Schedule of Portfolio Investments June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (99.2%) | |
Communications Equipment (1.1%): | |
Cisco Systems, Inc. | | | 25,405 | | | $ | 1,093,177 | | |
F5 Networks, Inc. (a) | | | 326 | | | | 56,219 | | |
Harris Corp. | | | 626 | | | | 90,482 | | |
Juniper Networks, Inc. | | | 1,813 | | | | 49,712 | | |
Motorola Solutions, Inc. | | | 854 | | | | 99,380 | | |
| | | 1,388,970 | | |
Consumer Discretionary (12.7%): | |
Advance Auto Parts, Inc. | | | 390 | | | | 52,923 | | |
Amazon.com, Inc. (a) | | | 2,119 | | | | 3,601,876 | | |
Aptiv PLC | | | 1,402 | | | | 128,465 | | |
AutoZone, Inc. (a) | | | 144 | | | | 96,614 | | |
Best Buy Co., Inc. | | | 1,341 | | | | 100,012 | | |
Booking Holdings, Inc. (a) | | | 257 | | | | 520,962 | | |
BorgWarner, Inc. | | | 1,044 | | | | 45,059 | | |
CarMax, Inc. (a) (b) | | | 954 | | | | 69,518 | | |
Carnival Corp., Class A | | | 2,141 | | | | 122,701 | | |
CBS Corp., Class B | | | 1,820 | | | | 102,320 | | |
Charter Communications, Inc., Class A (a) (b) | | | 981 | | | | 287,639 | | |
Chipotle Mexican Grill, Inc. (a) | | | 130 | | | | 56,078 | | |
Comcast Corp., Class A | | | 24,443 | | | | 801,975 | | |
D.R. Horton, Inc. | | | 1,804 | | | | 73,964 | | |
Darden Restaurants, Inc. | | | 651 | | | | 69,696 | | |
Discovery Communications, Inc., Class A (a) (b) | | | 821 | | | | 22,578 | | |
Discovery Communications, Inc., Class C (a) (b) | | | 1,651 | | | | 42,101 | | |
DISH Network Corp. (a) (b) | | | 1,203 | | | | 40,433 | | |
Dollar General Corp. | | | 1,360 | | | | 134,096 | | |
Dollar Tree, Inc. (a) | | | 1,250 | | | | 106,250 | | |
Expedia, Inc. | | | 645 | | | | 77,523 | | |
Foot Locker, Inc. | | | 639 | | | | 33,643 | | |
Ford Motor Co. | | | 20,580 | | | | 227,821 | | |
Garmin Ltd. | | | 583 | | | | 35,563 | | |
General Motors Co. | | | 6,659 | | | | 262,364 | | |
Genuine Parts Co. | | | 774 | | | | 71,045 | | |
H&R Block, Inc. | | | 1,102 | | | | 25,104 | | |
Hanesbrands, Inc. (b) | | | 1,900 | | | | 41,838 | | |
Harley-Davidson, Inc. | | | 888 | | | | 37,367 | | |
Hasbro, Inc. | | | 596 | | | | 55,017 | | |
Hilton Worldwide Holdings, Inc. | | | 1,493 | | | | 118,186 | | |
Kohl's Corp. (b) | | | 886 | | | | 64,589 | | |
L Brands, Inc. | | | 1,295 | | | | 47,760 | | |
Leggett & Platt, Inc. (b) | | | 697 | | | | 31,114 | | |
Lennar Corp., Class A | | | 1,440 | | | | 75,600 | | |
LKQ Corp. (a) | | | 1,633 | | | | 52,093 | | |
Lowe's Co., Inc. | | | 4,377 | | | | 418,310 | | |
Macy's, Inc. | | | 1,607 | | | | 60,150 | | |
Marriott International, Inc., Class A | | | 1,583 | | | | 200,408 | | |
Mattel, Inc. (b) | | | 1,814 | | | | 29,786 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
McDonald's Corp. | | | 4,204 | | | $ | 658,724 | | |
MGM Resorts International | | | 2,688 | | | | 78,033 | | |
Michael Kors Holdings Ltd. (a) | | | 802 | | | | 53,413 | | |
Mohawk Industries, Inc. (a) | | | 334 | | | | 71,566 | | |
Netflix, Inc. (a) | | | 2,288 | | | | 895,592 | | |
Newell Brands, Inc. | | | 2,559 | | | | 65,997 | | |
News Corp., Class A | | | 2,020 | | | | 31,310 | | |
News Corp., Class B | | | 642 | | | | 10,176 | | |
Nike, Inc., Class B | | | 6,844 | | | | 545,330 | | |
Nordstrom, Inc. | | | 616 | | | | 31,896 | | |
Norwegian Cruise Line Holdings Ltd. (a) | | | 1,087 | | | | 51,361 | | |
Omnicom Group, Inc. (b) | | | 1,214 | | | | 92,592 | | |
O'Reilly Automotive, Inc. (a) | | | 441 | | | | 120,644 | | |
PulteGroup, Inc. | | | 1,390 | | | | 39,963 | | |
PVH Corp. | | | 406 | | | | 60,786 | | |
Ralph Lauren Corp. | | | 292 | | | | 36,710 | | |
Ross Stores, Inc. | | | 2,015 | | | | 170,771 | | |
Royal Caribbean Cruises Ltd. | | | 902 | | | | 93,447 | | |
Starbucks Corp. | | | 7,411 | | | | 362,027 | | |
Tapestry, Inc. | | | 1,502 | | | | 70,158 | | |
Target Corp. | | | 2,866 | | | | 218,161 | | |
The Gap, Inc. | | | 1,149 | | | | 37,216 | | |
The Goodyear Tire & Rubber Co. | | | 1,267 | | | | 29,508 | | |
The Home Depot, Inc. | | | 6,158 | | | | 1,201,427 | | |
The Interpublic Group of Co., Inc. | | | 2,027 | | | | 47,513 | | |
The TJX Co., Inc. | | | 3,334 | | | | 317,330 | | |
The Walt Disney Co. | | | 7,930 | | | | 831,142 | | |
Tiffany & Co. | | | 537 | | | | 70,669 | | |
Tractor Supply Co. (b) | | | 660 | | | | 50,483 | | |
TripAdvisor, Inc. (a) (b) | | | 572 | | | | 31,866 | | |
Twenty-First Century Fox, Inc., Class A | | | 5,558 | | | | 276,177 | | |
Twenty-First Century Fox, Inc., Class B | | | 2,316 | | | | 114,109 | | |
Ulta Salon, Cosmetics & Fragrance, Inc. (a) | | | 306 | | | | 71,439 | | |
Under Armour, Inc., Class A (a) | | | 977 | | | | 21,963 | | |
Under Armour, Inc., Class C (a) | | | 972 | | | | 20,490 | | |
VF Corp. | | | 1,736 | | | | 141,519 | | |
Viacom, Inc., Class B | | | 1,861 | | | | 56,128 | | |
Whirlpool Corp. | | | 340 | | | | 49,718 | | |
Wynn Resorts Ltd. | | | 446 | | | | 74,634 | | |
Yum! Brands, Inc. | | | 1,753 | | | | 137,120 | | |
| | | 15,779,649 | | |
Consumer Staples (7.3%): | |
Altria Group, Inc. | | | 10,022 | | | | 569,149 | | |
Archer-Daniels-Midland Co. | | | 2,949 | | | | 135,153 | | |
Brown-Forman Corp., Class B | | | 1,379 | | | | 67,585 | | |
Campbell Soup Co. (b) | | | 1,015 | | | | 41,148 | | |
Church & Dwight Co., Inc. | | | 1,286 | | | | 68,364 | | |
Colgate-Palmolive Co. | | | 4,616 | | | | 299,163 | | |
Conagra Brands, Inc. | | | 2,113 | | | | 75,497 | | |
Constellation Brands, Inc., Class A | | | 904 | | | | 197,858 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Costco Wholesale Corp. | | | 2,316 | | | $ | 483,998 | | |
Coty, Inc., Class A (b) | | | 2,490 | | | | 35,109 | | |
CVS Health Corp. | | | 5,350 | | | | 344,273 | | |
Dr Pepper Snapple Group, Inc. | | | 948 | | | | 115,656 | | |
General Mills, Inc. | | | 3,001 | | | | 132,824 | | |
Hormel Foods Corp. (b) | | | 1,424 | | | | 52,987 | | |
Kellogg Co. | | | 1,313 | | | | 91,739 | | |
Kimberly-Clark Corp. | | | 1,849 | | | | 194,774 | | |
McCormick & Co., Inc. (b) | | | 639 | | | | 74,182 | | |
Molson Coors Brewing Co., Class B | | | 975 | | | | 66,339 | | |
Mondelez International, Inc., Class A | | | 7,843 | | | | 321,562 | | |
Monster Beverage Corp. (a) | | | 2,180 | | | | 124,914 | | |
PepsiCo, Inc. | | | 7,500 | | | | 816,525 | | |
Philip Morris International, Inc. | | | 8,190 | | | | 661,261 | | |
Sysco Corp. | | | 2,532 | | | | 172,910 | | |
The Clorox Co. (b) | | | 682 | | | | 92,241 | | |
The Coca-Cola Co. | | | 20,246 | | | | 887,990 | | |
The Estee Lauder Cos., Inc., Class A (b) | | | 1,184 | | | | 168,945 | | |
The Hershey Co. | | | 743 | | | | 69,144 | | |
The J.M. Smucker Co. (b) | | | 599 | | | | 64,381 | | |
The Kraft Heinz Co. | | | 3,150 | | | | 197,883 | | |
The Kroger Co. | | | 4,240 | | | | 120,628 | | |
The Procter & Gamble Co. | | | 13,294 | | | | 1,037,729 | | |
Tyson Foods, Inc., Class A | | | 1,569 | | | | 108,026 | | |
Walgreens Boots Alliance, Inc. | | | 4,493 | | | | 269,647 | | |
Wal-Mart Stores, Inc. (b) | | | 7,655 | | | | 655,651 | | |
| | | 8,815,235 | | |
Electronic Equipment, Instruments & Components (0.4%): | |
Amphenol Corp., Class A | | | 1,611 | | | | 140,399 | | |
Corning, Inc. | | | 4,583 | | | | 126,078 | | |
FLIR Systems, Inc. | | | 733 | | | | 38,094 | | |
IPG Photonics Corp. (a) | | | 200 | | | | 44,126 | | |
TE Connectivity Ltd. | | | 1,852 | | | | 166,791 | | |
| | | 515,488 | | |
Energy (6.3%): | |
Anadarko Petroleum Corp. | | | 2,718 | | | | 199,094 | | |
Andeavor | | | 746 | | | | 97,860 | | |
Apache Corp. (b) | | | 2,012 | | | | 94,061 | | |
Baker Hughes, Inc. | | | 2,228 | | | | 73,591 | | |
Cabot Oil & Gas Corp. | | | 2,430 | | | | 57,834 | | |
Chevron Corp. | | | 10,074 | | | | 1,273,656 | | |
Cimarex Energy Co. | | | 503 | | | | 51,175 | | |
Concho Resources, Inc. (a) | | | 786 | | | | 108,743 | | |
ConocoPhillips | | | 6,194 | | | | 431,226 | | |
Devon Energy Corp. | | | 2,774 | | | | 121,945 | | |
EOG Resources, Inc. | | | 3,051 | | | | 379,636 | | |
EQT Corp. | | | 1,291 | | | | 71,237 | | |
Exxon Mobil Corp. | | | 22,345 | | | | 1,848,601 | | |
Halliburton Co. | | | 4,601 | | | | 207,321 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Helmerich & Payne, Inc. | | | 574 | | | $ | 36,598 | | |
Hess Corp. | | | 1,412 | | | | 94,449 | | |
HollyFrontier Corp. | | | 932 | | | | 63,777 | | |
Kinder Morgan, Inc. | | | 10,005 | | | | 176,788 | | |
Marathon Oil Corp. | | | 4,481 | | | | 93,474 | | |
Marathon Petroleum Corp. | | | 2,502 | | | | 175,540 | | |
National Oilwell Varco, Inc. | | | 2,004 | | | | 86,974 | | |
Newfield Exploration Co. (a) | | | 1,053 | | | | 31,853 | | |
Noble Energy, Inc. | | | 2,596 | | | | 91,587 | | |
Occidental Petroleum Corp. | | | 4,035 | | | | 337,649 | | |
ONEOK, Inc. | | | 2,165 | | | | 151,182 | | |
Phillips 66 | | | 2,214 | | | | 248,654 | | |
Pioneer Natural Resources Co. | | | 898 | | | | 169,938 | | |
Schlumberger Ltd. | | | 7,298 | | | | 489,185 | | |
TechnipFMC PLC (b) | | | 2,312 | | | | 73,383 | | |
The Williams Cos., Inc. | | | 4,363 | | | | 118,281 | | |
Valero Energy Corp. | | | 2,284 | | | | 253,136 | | |
| | | 7,708,428 | | |
Financials (13.6%): | |
Affiliated Managers Group, Inc. | | | 287 | | | | 42,668 | | |
Aflac, Inc. | | | 4,110 | | | | 176,812 | | |
American Express Co. | | | 3,799 | | | | 372,302 | | |
American International Group, Inc. (b) | | | 4,741 | | | | 251,367 | | |
Ameriprise Financial, Inc. | | | 772 | | | | 107,987 | | |
Aon PLC | | | 1,298 | | | | 178,047 | | |
Arthur J. Gallagher & Co. | | | 957 | | | | 62,473 | | |
Assurant, Inc. | | | 277 | | | | 28,667 | | |
Bank of America Corp. | | | 50,452 | | | | 1,422,241 | | |
BB&T Corp. | | | 4,099 | | | | 206,754 | | |
Berkshire Hathaway, Inc., Class B (a) | | | 10,149 | | | | 1,894,311 | | |
BlackRock, Inc., Class A | | | 653 | | | | 325,873 | | |
Brighthouse Financial, Inc. (a) | | | 505 | | | | 20,235 | | |
Capital One Financial Corp. | | | 2,564 | | | | 235,632 | | |
CBOE Holdings, Inc. | | | 594 | | | | 61,818 | | |
Chubb Ltd. | | | 2,447 | | | | 310,818 | | |
Cincinnati Financial Corp. | | | 787 | | | | 52,619 | | |
Citigroup, Inc. | | | 13,553 | | | | 906,967 | | |
Citizens Financial Group, Inc. (b) | | | 2,570 | | | | 99,973 | | |
CME Group, Inc. | | | 1,795 | | | | 294,236 | | |
Comerica, Inc. | | | 911 | | | | 82,828 | | |
Discover Financial Services | | | 1,871 | | | | 131,737 | | |
E*TRADE Financial Corp. (a) | | | 1,404 | | | | 85,869 | | |
Everest Re Group Ltd. | | | 215 | | | | 49,553 | | |
Fifth Third BanCorp | | | 3,659 | | | | 105,013 | | |
Franklin Resources, Inc. (b) | | | 1,717 | | | | 55,030 | | |
Hartford Financial Services Group, Inc. | | | 1,883 | | | | 96,278 | | |
Huntington Bancshares, Inc. | | | 5,813 | | | | 85,800 | | |
Intercontinental Exchange, Inc. | | | 3,071 | | | | 225,872 | | |
Invesco Ltd. | | | 2,147 | | | | 57,024 | | |
Jefferies Financial Group, Inc. | | | 1,653 | | | | 37,589 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
JPMorgan Chase & Co. | | | 18,098 | | | $ | 1,885,811 | | |
KeyCorp | | | 5,593 | | | | 109,287 | | |
Lincoln National Corp. | | | 1,151 | | | | 71,650 | | |
Loews Corp. | | | 1,422 | | | | 68,654 | | |
M&T Bank Corp. | | | 792 | | | | 134,759 | | |
Marsh & McLennan Co., Inc. | | | 2,677 | | | | 219,434 | | |
MetLife, Inc. (b) | | | 5,467 | | | | 238,361 | | |
Moody's Corp. | | | 877 | | | | 149,581 | | |
Morgan Stanley | | | 7,276 | | | | 344,882 | | |
MSCI, Inc. | | | 474 | | | | 78,414 | | |
Nasdaq, Inc. | | | 615 | | | | 56,131 | | |
Northern Trust Corp. | | | 1,122 | | | | 115,443 | | |
People's United Financial, Inc. | | | 1,830 | | | | 33,105 | | |
Principal Financial Group, Inc. | | | 1,421 | | | | 75,242 | | |
Prudential Financial, Inc. | | | 2,225 | | | | 208,060 | | |
Raymond James Financial, Inc. | | | 683 | | | | 61,026 | | |
Regions Financial Corp. | | | 5,920 | | | | 105,258 | | |
S&P Global, Inc. | | | 1,339 | | | | 273,009 | | |
State Street Corp. | | | 1,939 | | | | 180,502 | | |
SunTrust Banks, Inc. | | | 2,470 | | | | 163,069 | | |
SVB Financial Group (a) | | | 279 | | | | 80,564 | | |
Synchrony Financial | | | 3,768 | | | | 125,776 | | |
T. Rowe Price Group, Inc. | | | 1,290 | | | | 149,756 | | |
The Allstate Corp. | | | 1,869 | | | | 170,584 | | |
The Bank of New York Mellon Corp. | | | 5,325 | | | | 287,177 | | |
The Charles Schwab Corp. | | | 6,319 | | | | 322,901 | | |
The Goldman Sachs Group, Inc. | | | 1,863 | | | | 410,922 | | |
The PNC Financial Services Group, Inc. | | | 2,487 | | | | 335,994 | | |
The Progressive Corp. | | | 3,071 | | | | 181,650 | | |
The Travelers Co., Inc. | | | 1,431 | | | | 175,069 | | |
Torchmark Corp. | | | 559 | | | | 45,508 | | |
U.S. Bancorp | | | 8,276 | | | | 413,966 | | |
Unum Group | | | 1,167 | | | | 43,167 | | |
Wells Fargo & Co. | | | 23,150 | | | | 1,283,435 | | |
Willis Towers Watson PLC | | | 697 | | | | 105,665 | | |
XL Group Ltd. | | | 1,355 | | | | 75,812 | | |
Zions BanCorp (b) | | | 1,036 | | | | 54,587 | | |
| | | 16,898,604 | | |
Health Care (13.5%): | |
Abbott Laboratories | | | 9,179 | | | | 559,827 | | |
AbbVie, Inc. | | | 8,406 | | | | 778,816 | | |
ABIOMED, Inc. (a) | | | 222 | | | | 90,809 | | |
Aetna, Inc. | | | 1,724 | | | | 316,354 | | |
Agilent Technologies, Inc. | | | 1,702 | | | | 105,252 | | |
Alexion Pharmaceuticals, Inc. (a) | | | 1,169 | | | | 145,131 | | |
Align Technology, Inc. (a) | | | 380 | | | | 130,013 | | |
Allergan PLC | | | 1,742 | | | | 290,426 | | |
AmerisourceBergen Corp. | | | 857 | | | | 73,076 | | |
Amgen, Inc. (b) | | | 3,525 | | | | 650,680 | | |
Anthem, Inc. | | | 1,349 | | | | 321,102 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Baxter International, Inc. | | | 2,621 | | | $ | 193,535 | | |
Becton, Dickinson & Co. | | | 1,404 | | | | 336,342 | | |
Biogen, Inc. (a) | | | 1,116 | | | | 323,908 | | |
Boston Scientific Corp. (a) | | | 7,250 | | | | 237,075 | | |
Bristol-Myers Squibb Co. (b) | | | 8,609 | | | | 476,422 | | |
Cardinal Health, Inc. | | | 1,660 | | | | 81,058 | | |
Celgene Corp. (a) | | | 3,967 | | | | 315,059 | | |
Centene Corp. (a) | | | 938 | | | | 115,571 | | |
Cerner Corp. (a) | | | 1,666 | | | | 99,610 | | |
Cigna Corp. | | | 1,281 | | | | 217,706 | | |
Danaher Corp. | | | 3,237 | | | | 319,427 | | |
DaVita, Inc. (a) | | | 768 | | | | 53,330 | | |
Dentsply Sirona, Inc. (b) | | | 1,211 | | | | 53,005 | | |
Edwards Lifesciences Corp. (a) | | | 1,108 | | | | 161,292 | | |
Eli Lilly & Co. | | | 5,084 | | | | 433,818 | | |
Envision Healthcare Corp. (a) (b) | | | 638 | | | | 28,078 | | |
Express Scripts Holding Co. (a) | | | 2,976 | | | | 229,777 | | |
Gilead Sciences, Inc. | | | 6,908 | | | | 489,363 | | |
HCA Holdings, Inc. | | | 1,476 | | | | 151,438 | | |
Henry Schein, Inc. (a) (b) | | | 810 | | | | 58,838 | | |
Hologic, Inc. (a) (b) | | | 1,458 | | | | 57,956 | | |
Humana, Inc. | | | 726 | | | | 216,079 | | |
IDEXX Laboratories, Inc. (a) | | | 459 | | | | 100,034 | | |
Illumina, Inc. (a) | | | 775 | | | | 216,450 | | |
Incyte Pharmaceuticals, Inc. (a) | | | 926 | | | | 62,042 | | |
Intuitive Surgical, Inc. (a) | | | 592 | | | | 283,260 | | |
IQVIA Holdings, Inc. (a) | | | 769 | | | | 76,762 | | |
Johnson & Johnson | | | 14,148 | | | | 1,716,718 | | |
Laboratory Corp. of America Holdings (a) | | | 537 | | | | 96,408 | | |
McKesson Corp. | | | 1,088 | | | | 145,139 | | |
Medtronic PLC | | | 7,147 | | | | 611,856 | | |
Merck & Co., Inc. | | | 14,218 | | | | 863,033 | | |
Mettler-Toledo International, Inc. (a) | | | 134 | | | | 77,536 | | |
Mylan NV (a) | | | 2,715 | | | | 98,120 | | |
Nektar Therapeutics (a) | | | 839 | | | | 40,968 | | |
PerkinElmer, Inc. (b) | | | 583 | | | | 42,693 | | |
Perrigo Co. PLC | | | 691 | | | | 50,381 | | |
Pfizer, Inc. | | | 31,392 | | | | 1,138,902 | | |
Quest Diagnostics, Inc. | | | 715 | | | | 78,607 | | |
Regeneron Pharmaceuticals, Inc. (a) | | | 407 | | | | 140,411 | | |
ResMed, Inc. | | | 754 | | | | 78,099 | | |
Stryker Corp. | | | 1,699 | | | | 286,893 | | |
The Cooper Co., Inc. | | | 259 | | | | 60,982 | | |
Thermo Fisher Scientific, Inc. | | | 2,119 | | | | 438,929 | | |
UnitedHealth Group, Inc. | | | 5,103 | | | | 1,251,971 | | |
Universal Health Services, Inc., Class B | | | 459 | | | | 51,151 | | |
Varian Medical Systems, Inc. (a) | | | 481 | | | | 54,699 | | |
Vertex Pharmaceuticals, Inc. (a) | | | 1,339 | | | | 227,576 | | |
Waters Corp. (a) (b) | | | 415 | | | | 80,340 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Zimmer Biomet Holdings, Inc. | | | 1,071 | | | $ | 119,352 | | |
Zoetis, Inc. | | | 2,570 | | | | 218,938 | | |
| | | 16,818,423 | | |
Industrials (9.5%): | |
3M Co. | | | 3,140 | | | | 617,701 | | |
A.O. Smith Corp. | | | 767 | | | | 45,368 | | |
Alaska Air Group, Inc. | | | 649 | | | | 39,193 | | |
Allegion PLC (b) | | | 502 | | | | 38,835 | | |
American Airlines Group, Inc. | | | 2,221 | | | | 84,309 | | |
AMETEK, Inc. | | | 1,220 | | | | 88,035 | | |
Arconic, Inc. | | | 2,240 | | | | 38,102 | | |
C.H. Robinson Worldwide, Inc. | | | 737 | | | | 61,657 | | |
Caterpillar, Inc. | | | 3,152 | | | | 427,631 | | |
Cintas Corp. | | | 455 | | | | 84,207 | | |
CSX Corp. | | | 4,679 | | | | 298,427 | | |
Cummins, Inc. | | | 821 | | | | 109,193 | | |
Deere & Co. | | | 1,707 | | | | 238,639 | | |
Delta Air Lines, Inc. | | | 3,430 | | | | 169,923 | | |
Dover Corp. | | | 814 | | | | 59,585 | | |
Eaton Corp. PLC | | | 2,321 | | | | 173,472 | | |
Emerson Electric Co. | | | 3,348 | | | | 231,481 | | |
Equifax, Inc. | | | 633 | | | | 79,195 | | |
Expeditors International of Washington, Inc. | | | 931 | | | | 68,056 | | |
Fastenal Co. (b) | | | 1,517 | | | | 73,013 | | |
FedEx Corp. | | | 1,300 | | | | 295,178 | | |
Flowserve Corp. | | | 690 | | | | 27,876 | | |
Fluor Corp. | | | 738 | | | | 36,000 | | |
Fortive Corp. | | | 1,615 | | | | 124,533 | | |
Fortune Brands Home & Security, Inc. | | | 801 | | | | 43,006 | | |
General Dynamics Corp. | | | 1,456 | | | | 271,413 | | |
General Electric Co. | | | 45,787 | | | | 623,161 | | |
Honeywell International, Inc. | | | 3,966 | | | | 571,302 | | |
Huntington Ingalls Industries, Inc. | | | 239 | | | | 51,813 | | |
IHS Markit Ltd. (a) | | | 1,909 | | | | 98,486 | | |
Illinois Tool Works, Inc. | | | 1,621 | | | | 224,573 | | |
Ingersoll-Rand PLC | | | 1,318 | | | | 118,264 | | |
J.B. Hunt Transport Services, Inc. | | | 451 | | | | 54,819 | | |
Jacobs Engineering Group, Inc. | | | 635 | | | | 40,316 | | |
Johnson Controls International PLC (b) | | | 4,884 | | | | 163,370 | | |
Kansas City Southern | | | 543 | | | | 57,536 | | |
L3 Technologies, Inc. | | | 413 | | | | 79,428 | | |
Lockheed Martin Corp. | | | 1,310 | | | | 387,013 | | |
Masco Corp. | | | 1,653 | | | | 61,855 | | |
Nielsen Holdings PLC | | | 1,768 | | | | 54,684 | | |
Norfolk Southern Corp. | | | 1,498 | | | | 226,003 | | |
Northrop Grumman Corp. | | | 918 | | | | 282,469 | | |
PACCAR, Inc. | | | 1,856 | | | | 114,998 | | |
Parker-Hannifin Corp. | | | 702 | | | | 109,407 | | |
Pentair PLC (b) | | | 874 | | | | 36,778 | | |
Quanta Services, Inc. (a) | | | 811 | | | | 27,087 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Raytheon Co. | | | 1,521 | | | $ | 293,827 | | |
Republic Services, Inc., Class A | | | 1,188 | | | | 81,212 | | |
Robert Half International, Inc. | | | 655 | | | | 42,641 | | |
Rockwell Automation, Inc. | | | 674 | | | | 112,039 | | |
Rockwell Collins, Inc. | | | 865 | | | | 116,498 | | |
Roper Technologies, Inc. | | | 542 | | | | 149,543 | | |
Snap-on, Inc. (b) | | | 299 | | | | 48,055 | | |
Southwest Airlines Co. | | | 2,852 | | | | 145,110 | | |
Stanley Black & Decker, Inc. | | | 809 | | | | 107,443 | | |
Stericycle, Inc. (a) (b) | | | 451 | | | | 29,446 | | |
Textron, Inc. | | | 1,380 | | | | 90,956 | | |
The Boeing Co. | | | 2,917 | | | | 978,682 | | |
TransDigm Group, Inc. (b) | | | 256 | | | | 88,356 | | |
Union Pacific Corp. | | | 4,151 | | | | 588,114 | | |
United Continental Holdings, Inc. (a) | | | 1,276 | | | | 88,975 | | |
United Parcel Service, Inc., Class B | | | 3,629 | | | | 385,509 | | |
United Rentals, Inc. (a) | | | 446 | | | | 65,839 | | |
United Technologies Corp. | | | 3,922 | | | | 490,368 | | |
Verisk Analytics, Inc., Class A (a) | | | 818 | | | | 88,049 | | |
W.W. Grainger, Inc. (b) | | | 269 | | | | 82,959 | | |
Waste Management, Inc. | | | 2,104 | | | | 171,139 | | |
Xylem, Inc. (b) | | | 949 | | | | 63,944 | | |
| | | 11,516,094 | | |
Internet Software & Services (5.3%): | |
Akamai Technologies, Inc. (a) | | | 897 | | | | 65,687 | | |
Alphabet, Inc., Class A (a) | | | 1,574 | | | | 1,777,345 | | |
Alphabet, Inc., Class C (a) | | | 1,605 | | | | 1,790,618 | | |
eBay, Inc. (a) | | | 4,964 | | | | 179,995 | | |
Facebook, Inc., Class A (a) | | | 12,635 | | | | 2,455,234 | | |
Twitter, Inc. (a) | | | 3,408 | | | | 148,827 | | |
VeriSign, Inc. (a) | | | 446 | | | | 61,289 | | |
| | | 6,478,995 | | |
IT Services (4.6%): | |
Accenture PLC, Class A | | | 3,252 | | | | 531,994 | | |
Alliance Data Systems Corp. | | | 254 | | | | 59,233 | | |
Automatic Data Processing, Inc. | | | 2,338 | | | | 313,619 | | |
Broadridge Financial Solutions, Inc. (b) | | | 622 | | | | 71,592 | | |
Cognizant Technology Solutions Corp., Class A | | | 3,101 | | | | 244,948 | | |
DXC Technology Co. | | | 1,504 | | | | 121,237 | | |
Fidelity National Information Services, Inc. | | | 1,746 | | | | 185,128 | | |
Fiserv, Inc. (a) | | | 2,179 | | | | 161,442 | | |
FleetCor Technologies, Inc. (a) | | | 474 | | | | 99,848 | | |
Gartner, Inc. (a) (b) | | | 479 | | | | 63,659 | | |
Global Payments, Inc. | | | 839 | | | | 93,540 | | |
International Business Machines Corp. | | | 4,518 | | | | 631,165 | | |
Mastercard, Inc., Class A | | | 4,868 | | | | 956,660 | | |
Paychex, Inc. | | | 1,686 | | | | 115,238 | | |
PayPal Holdings, Inc. (a) | | | 5,949 | | | | 495,373 | | |
The Western Union Co. (b) | | | 2,422 | | | | 49,239 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Total System Services, Inc. | | | 872 | | | $ | 73,701 | | |
Visa, Inc., Class A (b) | | | 9,506 | | | | 1,259,071 | | |
| | | 5,526,687 | | |
Materials (2.6%): | |
Air Products & Chemicals, Inc. | | | 1,155 | | | | 179,868 | | |
Albemarle Corp. (b) | | | 583 | | | | 54,994 | | |
Avery Dennison Corp. | | | 464 | | | | 47,374 | | |
Ball Corp. | | | 1,846 | | | | 65,625 | | |
CF Industries Holdings, Inc. | | | 1,230 | | | | 54,612 | | |
DowDuPont, Inc. | | | 12,340 | | | | 813,453 | | |
Eastman Chemical Co. | | | 754 | | | | 75,370 | | |
Ecolab, Inc. | | | 1,371 | | | | 192,392 | | |
FMC Corp. | | | 708 | | | | 63,161 | | |
Freeport-McMoRan, Inc. | | | 7,101 | | | | 122,563 | | |
International Flavors & Fragrances, Inc. | | | 416 | | | | 51,567 | | |
International Paper Co. (b) | | | 2,178 | | | | 113,431 | | |
Lyondellbasell Industries NV, Class A (b) | | | 1,706 | | | | 187,404 | | |
Martin Marietta Materials, Inc. (b) | | | 331 | | | | 73,922 | | |
Newmont Mining Corp. | | | 2,813 | | | | 106,078 | | |
Nucor Corp. | | | 1,677 | | | | 104,813 | | |
Packaging Corp. of America | | | 498 | | | | 55,671 | | |
PPG Industries, Inc. | | | 1,342 | | | | 139,206 | | |
Praxair, Inc. | | | 1,514 | | | | 239,439 | | |
Sealed Air Corp. | | | 883 | | | | 37,483 | | |
The Mosaic Co. | | | 1,849 | | | | 51,864 | | |
The Sherwin-Williams Co. | | | 436 | | | | 177,701 | | |
Vulcan Materials Co. (b) | | | 699 | | | | 90,213 | | |
WestRock Co. | | | 1,345 | | | | 76,693 | | |
| | | 3,174,897 | | |
Real Estate (2.9%): | |
Alexandria Real Estate Equities, Inc. (b) | | | 534 | | | | 67,375 | | |
American Tower Corp. | | | 2,325 | | | | 335,195 | | |
Apartment Investment & Management Co., Class A | | | 830 | | | | 35,109 | | |
AvalonBay Communities, Inc. | | | 728 | | | | 125,136 | | |
Boston Properties, Inc. | | | 814 | | | | 102,092 | | |
CBRE Group, Inc., Class A (a) | | | 1,593 | | | | 76,050 | | |
Crown Castle International Corp. | | | 2,187 | | | | 235,802 | | |
Digital Realty Trust, Inc. | | | 1,083 | | | | 120,841 | | |
Duke Realty Investments, Inc. | | | 1,883 | | | | 54,663 | | |
Equinix, Inc. | | | 418 | | | | 179,694 | | |
Equity Residential | | | 1,942 | | | | 123,686 | | |
Essex Property Trust, Inc. | | | 348 | | | | 83,196 | | |
Extra Space Storage, Inc. | | | 665 | | | | 66,374 | | |
Federal Realty Investment Trust | | | 386 | | | | 48,848 | | |
Ggp US | | | 3,331 | | | | 68,052 | | |
HCP, Inc. | | | 2,476 | | | | 63,930 | | |
Host Hotels & Resorts, Inc. | | | 3,871 | | | | 81,562 | | |
Iron Mountain, Inc. | | | 1,484 | | | | 51,955 | | |
Kimco Realty Corp. | | | 2,244 | | | | 38,126 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Mid-America Apartment Communities, Inc. | | | 599 | | | $ | 60,301 | | |
Prologis, Inc. | | | 2,811 | | | | 184,655 | | |
Public Storage | | | 790 | | | | 179,219 | | |
Realty Income Corp. (b) | | | 1,499 | | | | 80,631 | | |
Regency Centers Corp. | | | 784 | | | | 48,671 | | |
SBA Communications Corp. (a) | | | 614 | | | | 101,384 | | |
Simon Property Group, Inc. | | | 1,641 | | | | 279,282 | | |
SL Green Realty Corp. | | | 476 | | | | 47,852 | | |
The Macerich Co. | | | 572 | | | | 32,507 | | |
UDR, Inc. | | | 1,414 | | | | 53,082 | | |
Ventas, Inc. | | | 1,878 | | | | 106,952 | | |
Vornado Realty Trust | | | 912 | | | | 67,415 | | |
Welltower, Inc. | | | 1,953 | | | | 122,434 | | |
Weyerhaeuser Co. | | | 3,983 | | | | 145,220 | | |
| | | 3,467,291 | | |
Semiconductors & Semiconductor Equipment (4.0%): | |
Advanced Micro Devices, Inc. (a) | | | 4,344 | | | | 65,117 | | |
Analog Devices, Inc. | | | 1,950 | | | | 187,044 | | |
Applied Materials, Inc. | | | 5,541 | | | | 255,939 | | |
Broadcom, Inc. | | | 2,165 | | | | 525,316 | | |
Intel Corp. | | | 24,680 | | | | 1,226,843 | | |
KLA-Tencor Corp. | | | 826 | | | | 84,690 | | |
Lam Research Corp. | | | 859 | | | | 148,478 | | |
Microchip Technology, Inc. (b) | | | 1,236 | | | | 112,414 | | |
Micron Technology, Inc. (a) | | | 6,098 | | | | 319,779 | | |
Nvidia Corp. | | | 3,190 | | | | 755,711 | | |
Qorvo, Inc. (a) | | | 667 | | | | 53,473 | | |
QUALCOMM, Inc. | | | 7,807 | | | | 438,129 | | |
Skyworks Solutions, Inc. | | | 962 | | | | 92,977 | | |
Texas Instruments, Inc. | | | 5,188 | | | | 571,977 | | |
Xilinx, Inc. | | | 1,344 | | | | 87,709 | | |
| | | 4,925,596 | | |
Software (5.9%): | |
Activision Blizzard, Inc. | | | 4,001 | | | | 305,356 | | |
Adobe Systems, Inc. (a) | | | 2,592 | | | | 631,956 | | |
ANSYS, Inc. (a) | | | 442 | | | | 76,988 | | |
Autodesk, Inc. (a) | | | 1,162 | | | | 152,327 | | |
CA, Inc. | | | 1,649 | | | | 58,787 | | |
Cadence Design Systems, Inc. (a) | | | 1,492 | | | | 64,619 | | |
Citrix Systems, Inc. (a) (b) | | | 682 | | | | 71,501 | | |
Electronic Arts, Inc. (a) | | | 1,618 | | | | 228,170 | | |
Intuit, Inc. | | | 1,283 | | | | 262,123 | | |
Microsoft Corp. | | | 40,604 | | | | 4,003,959 | | |
Oracle Corp. | | | 15,936 | | | | 702,140 | | |
Red Hat, Inc. (a) | | | 933 | | | | 125,367 | | |
Salesforce.com, Inc. (a) | | | 3,650 | | | | 497,860 | | |
Symantec Corp. | | | 3,269 | | | | 67,505 | | |
Synopsys, Inc. (a) | | | 784 | | | | 67,087 | | |
Take-Two Interactive Software, Inc. (a) | | | 603 | | | | 71,371 | | |
| | | 7,387,116 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Technology Hardware, Storage & Peripherals (4.6%): | |
Apple, Inc. | | | 26,757 | | | $ | 4,952,989 | | |
Hewlett Packard Enterprises Co. | | | 8,263 | | | | 120,722 | | |
HP, Inc. | | | 8,635 | | | | 195,928 | | |
NetApp, Inc. | | | 1,413 | | | | 110,963 | | |
Seagate Technology PLC (b) | | | 1,502 | | | | 84,818 | | |
Western Digital Corp. | | | 1,569 | | | | 121,456 | | |
Xerox Corp. | | | 1,128 | | | | 27,072 | | |
| | | 5,613,948 | | |
Telecommunication Services (2.0%): | |
AT&T, Inc. | | | 38,288 | | | | 1,229,428 | | |
CenturyLink, Inc. | | | 5,130 | | | | 95,623 | | |
Verizon Communications, Inc. | | | 21,769 | | | | 1,095,198 | | |
| | | 2,420,249 | | |
Utilities (2.9%): | |
AES Corp. | | | 3,483 | | | | 46,707 | | |
Alliant Energy Corp. | | | 1,220 | | | | 51,630 | | |
Ameren Corp. | | | 1,280 | | | | 77,888 | | |
American Electric Power Co., Inc. | | | 2,595 | | | | 179,704 | | |
American Water Works Co., Inc. | | | 942 | | | | 80,428 | | |
CenterPoint Energy, Inc. | | | 2,273 | | | | 62,985 | | |
CMS Energy Corp. (b) | | | 1,489 | | | | 70,400 | | |
Consolidated Edison, Inc. | | | 1,637 | | | | 127,653 | | |
Dominion Resources, Inc. | | | 3,436 | | | | 234,266 | | |
DTE Energy Co. | | | 946 | | | | 98,034 | | |
Duke Energy Corp. | | | 3,692 | | | | 291,964 | | |
Edison International | | | 1,718 | | | | 108,698 | | |
Entergy Corp. | | | 953 | | | | 76,993 | | |
Evergy, Inc. | | | 1,436 | | | | 80,631 | | |
Eversource Energy | | | 1,671 | | | | 97,937 | | |
Exelon Corp. | | | 5,089 | | | | 216,791 | | |
FirstEnergy Corp. | | | 2,358 | | | | 84,676 | | |
NextEra Energy, Inc. | | | 2,481 | | | | 414,402 | | |
NiSource, Inc. (b) | | | 1,779 | | | | 46,752 | | |
NRG Energy, Inc. | | | 1,591 | | | | 48,844 | | |
PG&E Corp. | | | 2,716 | | | | 115,593 | | |
Pinnacle West Capital Corp. | | | 590 | | | | 47,530 | | |
PPL Corp. (b) | | | 3,660 | | | | 104,493 | | |
Public Service Enterprise Group, Inc. | | | 2,662 | | | | 144,121 | | |
SCANA Corp. (b) | | | 752 | | | | 28,967 | | |
Sempra Energy | | | 1,346 | | | | 156,284 | | |
The Southern Co. (b) | | | 5,316 | | | | 246,184 | | |
WEC Energy Group, Inc. | | | 1,664 | | | | 107,578 | | |
Xcel Energy, Inc. | | | 2,679 | | | | 122,377 | | |
| | | 3,570,510 | | |
Total Common Stocks (Cost $40,160,874) | | | 122,006,180 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds Victory S&P 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Value | |
Collateral for Securities Loaned (4.4%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.06% (c) | | | 712,573 | | | $ | 712,573 | | |
Fidelity Investments Prime Money Market Portfolio, Class I, 2.07% (c) | | | 647,816 | | | | 647,816 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 1.81% (c) | | | 1,464,984 | | | | 1,464,984 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.16% (c) | | | 323,870 | | | | 323,870 | | |
JPMorgan Prime Money Market Fund, Capital Class, 2.05% (c) | | | 1,684,078 | | | | 1,684,078 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.12% (c) | | | 582,966 | | | | 582,966 | | |
Total Collateral for Securities Loaned (Cost $5,416,287) | | | 5,416,287 | | |
Total Investments (Cost $45,577,161) — 103.6% | | | 127,422,467 | | |
Liabilities in excess of other assets — (3.6)% | | | (4,382,333 | ) | |
NET ASSETS — 100.0% | | $ | 123,040,134 | | |
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate disclosed is the daily yield on June 30, 2018.
PLC — Public Limited Company
Futures Contracts Purchased
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
E-Mini S&P 500 Futures | | | 7 | | | 9/21/18 | | $ | 970,988 | | | $ | 952,560 | | | $ | (18,428 | ) | |
| | Total unrealized appreciation | | | | | | | | $ | — | | |
| | Total unrealized depreciation | | | | | | | | | (18,428 | ) | |
| | Total net unrealized depreciation | | | | | | | | $ | (18,428 | ) | |
See notes to financial statements.
14
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2018 | |
(Unaudited)
| | Victory S&P 500 Index VIP Series | |
ASSETS: | |
Investments, at value (Cost $45,577,161) | | $ | 127,422,467 | (a) | |
Cash and cash equivalents | | | 824,305 | | |
Deposits with broker for futures contracts | | | 193,466 | | |
Interest and dividends receivable | | | 102,866 | | |
Receivable for capital shares issued | | | 10,511 | | |
Variation margin receivable on open futures contracts | | | 735 | | |
Receivable from Adviser | | | 8,536 | | |
Prepaid expenses | | | 3,420 | | |
Total Assets | | | 128,566,306 | | |
LIABILITIES: | |
Securities lending collateral | | | 5,416,287 | | |
Payable for capital shares redeemed | | | 32,038 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 25,746 | | |
Administration fees | | | 6,282 | | |
Custodian fees | | | 1,696 | | |
Transfer agent fees | | | 88 | | |
Chief Compliance Officer fees | | | 155 | | |
Trustees' fees | | | 34 | | |
Other accrued expenses | | | 43,846 | | |
Total Liabilities | | | 5,526,172 | | |
NET ASSETS: | |
Capital | | | 32,404,244 | | |
Accumulated net investment income (loss) | | | 1,040,345 | | |
Accumulated net realized gains (losses) from investments | | | 7,768,667 | | |
Net unrealized appreciation (depreciation) on investments | | | 81,826,878 | | |
Net Assets | | $ | 123,040,134 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 6,300,085 | | |
Net asset value: | | $ | 19.53 | | |
(a) Includes $6,472,099 of securities on loan.
See notes to financial statements.
15
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2018 | |
(Unaudited)
| | Victory S&P 500 Index VIP Series | |
Investment Income: | |
Dividend income | | $ | 1,207,501 | | |
Interest income | | | 4,741 | | |
Securities lending income | | | 4,934 | | |
Total Income | | | 1,217,176 | | |
Expenses: | |
Investment advisory fees | | | 157,909 | | |
Administration fees | | | 37,078 | | |
Custodian fees | | | 3,504 | | |
Transfer agent fees | | | 254 | | |
Trustees' fees | | | 5,114 | | |
Chief Compliance Officer fees | | | 549 | | |
Legal and audit fees | | | 15,121 | | |
Interest expense on interfund lending (See Note 6) | | | 19 | | |
Other expenses | | | 21,934 | | |
Total Expenses | | | 241,482 | | |
Expenses waived/reimbursed by Adviser | | | (64,651 | ) | |
Net Expenses | | | 176,831 | | |
Net Investment Income (Loss) | | | 1,040,345 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains (losses) from investment transactions | | | 5,321,833 | | |
Net realized gains (losses) from futures transactions | | | 54,773 | | |
Net change in unrealized appreciation/depreciation on investments | | | (3,197,245 | ) | |
Net change in unrealized appreciation/depreciation on futures transactions | | | (35,970 | ) | |
Net realized/unrealized gains (losses) on investments | | | 2,143,391 | | |
Change in net assets resulting from operations | | $ | 3,183,736 | | |
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, 2018 | | Year Ended December 31, 2017 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 1,040,345 | | | $ | 2,136,011 | | |
Net realized gains (losses) from investment transactions | | | 5,376,606 | | | | 8,589,741 | | |
Net change in unrealized appreciation/depreciation on investments | | | (3,233,215 | ) | | | 13,782,820 | | |
Change in net assets resulting from operations | | | 3,183,736 | | | | 24,508,572 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (2,216,230 | ) | |
From net realized gains | | | — | | | | (272,843 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (2,489,073 | ) | |
Change in net assets resulting from capital transactions | | | (9,224,442 | ) | | | (13,095,982 | ) | |
Change in net assets | | | (6,040,706 | ) | | | 8,923,517 | | |
Net Assets: | |
Beginning of period | | | 129,080,840 | | | | 120,157,323 | | |
End of period | | $ | 123,040,134 | | | $ | 129,080,840 | | |
Accumulated net investment income (loss) | | $ | 1,040,345 | | | $ | — | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 2,071,052 | | | $ | 7,683,257 | | |
Distributions reinvested | | | — | | | | 2,489,073 | | |
Cost of shares redeemed | | | (11,295,494 | ) | | | (23,268,312 | ) | |
Change in net assets resulting from capital transactions | | $ | (9,224,442 | ) | | $ | (13,095,982 | ) | |
Share Transactions: | |
Issued | | | 106,321 | | | | 440,557 | | |
Reinvested | | | — | | | | 130,083 | | |
Redeemed | | | (580,188 | ) | | | (1,316,648 | ) | |
Change in Shares | | | (473,867 | ) | | | (746,008 | ) | |
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, 2018 | | Year Ended December 31, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 19.06 | | | $ | 15.98 | | | $ | 14.84 | | | $ | 14.97 | | | $ | 13.43 | | | $ | 10.35 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.16 | (a) | | | 0.30 | (a) | | | 0.28 | (a) | | | 0.27 | (a) | | | 0.24 | (a) | | | 0.23 | | |
Net realized and unrealized gains (losses) on investments | | | 0.31 | | | | 3.15 | | | | 1.46 | | | | (0.12 | ) | | | 1.56 | | | | 3.08 | | |
Total from Investment Activities | | | 0.47 | | | | 3.45 | | | | 1.74 | | | | 0.15 | | | | 1.80 | | | | 3.31 | | |
Distributions to Shareholders: | |
Net investment income | | | — | | | | (0.33 | ) | | | (0.32 | ) | | | (0.28 | ) | | | (0.26 | ) | | | (0.23 | ) | |
Net realized gains from investments | | | — | | | | (0.04 | ) | | | (0.28 | ) | | | — | | | | — | | | | — | | |
Total Distributions to Shareholders | | | — | | | | (0.37 | ) | | | (0.60 | ) | | | (0.28 | ) | | | (0.26 | ) | | | (0.23 | ) | |
Capital Contributions from Prior Custodian, Net (See Note 8) | | | — | | | | — | | | | — | (b) | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 19.53 | | | $ | 19.06 | | | $ | 15.98 | | | $ | 14.84 | | | $ | 14.97 | | | $ | 13.43 | | |
Total Return (c) (d) | | | 2.47 | % | | | 21.60 | % | | | 11.75 | %(e) | | | 1.03 | % | | | 13.42 | % | | | 32.01 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 123,040 | | | $ | 129,081 | | | $ | 120,157 | | | $ | 118,752 | | | $ | 129,723 | | | $ | 133,040 | | |
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) | | | 1.65 | % | | | 1.70 | % | | | 1.84 | % | | | 1.75 | % | | | 1.73 | % | | | 1.80 | % | |
Ratio of gross expenses to average net assets (f) (g) | | | 0.38 | % | | | 0.41 | % | | | 0.37 | % | | | 0.39 | % | | | 0.37 | % | | | 0.36 | % | |
Portfolio turnover (d) | | | 1 | % | | | 3 | % | | | 4 | % | | | 3 | % | | | 3 | % | | | 2 | % | |
(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 8)
(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, 2018 | |
(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. 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. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.
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 exchange-traded funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the NASDAQ
19
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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.
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.
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.
Debt securities of United States ("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. In each of these situations, valuations are typically categorized as Level 2 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, based on the observability of inputs used to determine the fair value.
For the six months ended June 30, 2018, 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, 2018, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedule of Portfolio Investments:
| | LEVEL 1 — Quoted Prices | | Total | |
| | Investments in Securities | | Other Financial Investments^ | | Investments in Securities | | Other Financial Investments^ | |
Common Stocks | | $ | 122,006,180 | | | $ | — | | | $ | 122,006,180 | | | $ | — | | |
Collateral for Securities Loaned | | | 5,416,287 | | | | — | | | | 5,416,287 | | | | — | | |
Futures Contracts | | | — | | | | (18,428 | ) | | | — | | | | (18,428 | ) | |
Total | | $ | 127,422,467 | | | $ | (18,428 | ) | | $ | 127,422,467 | | | $ | (18,428 | ) | |
^ 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 among any levels during the six months ended June 30, 2018.
Investment Companies:
The Fund may invest in portfolios of open-end investment companies. These investment companies 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.
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
Derivative Instruments:
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, 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. The collateral held by the Funds is presented on the Statements of Assets and Liabilities under Deposit with broker for futures contracts.
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, as of June 30, 2018:
| | Assets | |
| | Variation Margin Receivable on Open Futures Contracts* | |
Equity Risk Exposure | | $ | (18,428 | ) | |
* Includes cumulative appreciation/depreciation of futures contracts as reported in the Schedule of Investments. Only current day's variation margin is 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, 2018
| | Net Realized Gains (Losses) 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) from Futures Transactions | | Net Change in Unrealized Appreciation/Depreciation on Futures Transactions | |
Equity Risk Exposure | | $ | 54,773 | | | $ | (35,970 | ) | |
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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.
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 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 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 cash collateral of overnight and continuous maturities and non-cash collateral of greater than 90 days maturity, which are subject to offset under the MSLA as of June 30, 2018:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Value of Non-Cash Collateral Received | | Net Amount | |
$ | 6,472,099 | | | $ | 5,416,287 | | | $ | 1,210,430 | | | $ | 154,618 | | |
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(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, or jointly with an affiliated trust, are allocated among the Fund and respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.
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, 2018 were as follows:
Purchases | | Sales | |
$ | 1,393,821 | | | $ | 9,181,682 | | |
For the six months ended June 30, 2018, there were no purchases or sales of U.S. Government Securities.
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 indirect subsidiary of Victory Capital Holdings Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.
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.
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services 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.
The Chief Compliance Officer ("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.
The Victory Trusts pay an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Trusts and are presented in the Statement of Operations.
Shearman & Sterling 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.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2019. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by the Fund in any fiscal year exceed the expense limit for 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, 2018, the expense limit (excluding voluntary waivers) is 0.28%.
The Fund has agreed to repay fees and expenses 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 the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2018, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended June 30, 2018, 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 | | Expires 12/31/2021 | |
$ | 36,542 | | | $ | 167,384 | | | $ | 64,651 | | |
The Adviser, 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. There were no voluntary waivers or reimbursements for the six months ended June 30, 2018.
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
Certain officers and/or interested trustees of the Fund are also officers of the Adviser, Administrator and Fund Accountant, and Legal.
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 for 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 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 28, 2017, 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, another series of the Victory Trusts, with that Fund paying the related commitment fees for that amount. 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. The agreement was subsequently amended on July 27, 2018 with a new termination date of July 26, 2019. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the Line of Credit. For the six months ended June 30, 2018, Citibank earned approximately $74,384 in commitment fees from the Victory Trusts. Each fund in the Victory Trusts pays a pro-rata portion of the commitment fees plus any interest on amounts borrowed. As of June 30, 2018, the interest rate on outstanding borrowings was 3.10%.
The Fund did not utilize or participate in the Line of Credit during the six months ended June 30, 2018.
Interfund Lending:
The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other 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.
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
The average loans for the days outstanding and average interest rate for the Fund during the six months ended June 30, 2018 was as follows:
Borrower or Lender | | Amount Outstanding at June 30, 2018 | | Average Borrowing | | Days Borrowing Outstanding | | Average Interest Rate | | Interest Paid | |
Borrower | | $ | — | | | $ | 341,000 | | | | 1 | | | | 2.00 | % | | $ | 19 | | |
*For the six months ended June 30, 2018, based on the number of days borrowings were outstanding.
7. Federal Income Tax Information:
The tax character of distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2018.
The tax character of distributions paid during the most recent tax year ended December 31, 2017 were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
| | Year Ended December 31, 2017 | | | |
| | Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 2,216,230 | | | $ | 272,843 | | | $ | 2,489,073 | | |
As of the most recent tax year ended December 31, 2017, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 191,351 | | | $ | 7,113,062 | | | $ | 7,304,413 | | | $ | 80,147,741 | | | $ | 87,452,154 | | |
*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, 2017, the Fund did not utilize any capital loss carryforwards.
As of June 30, 2018, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 50,203,221 | | | $ | 83,066,909 | | | $ | (5,866,091 | ) | | $ | 77,200,818 | | |
8. Capital Contribution from Prior Custodian:
The Fund received notification from the Fund's 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 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 during 2016 from State Street and an analysis of any expense limitation agreements that were in
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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 Financial Highlights as "Capital Contribution from Prior Custodian, Net".
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, 2018, 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 | | | 100.0 | % | |
10. Recent Accounting Pronouncements:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules introduced two new regulatory reporting forms for investment companies, Form N-PORT and Form N-CEN. The Fund's compliance date for Form N-PORT is June 1, 2018, and the Fund will make its initial filing with the SEC on Form N-PORT for the period ending March 31, 2019. Effective with the period ended June 30, 2018, the Fund will be required to maintain, and make available to the SEC upon request, the information required to be included in Form N-PORT. Form N-PORT will replace Form N-Q filings effective with the requirement to file the Form N-PORT with the SEC for the period ending March 31, 2019. The Fund's compliance date for Form N-CEN is June 1, 2018, and the Fund will make its initial filing on Form N-CEN for the period ending December 31, 2018. Form N-CEN will replace Form N-SAR filings. The Fund's adoption of these amendments has no effect on the Fund's net assets or results of operations.
In March 2017, the FASB issued Accounting Standards Update No. 2017-08 "Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently evaluating the implications of ASU 2017-08 and its impact on the financial statements and related disclosures has not yet been determined.
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.
27
Victory Variable Insurance Funds | | Supplemental Information June 30, 2018 | |
(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, 42 portfolios in Victory Portfolios and 20 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, 66 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016- December 2017). | |
Nigel D.T. Andrews, 71 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 67* | | Trustee | | February 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 74 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
28
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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 | |
Sally M. Dungan, 64 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
John L. Kelly, 65 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016-September 2017); Advisor (January 2016-April 2016) and Managing Partner (August 2014-January 2016), Endgate Commodities LLC; Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 61* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 57 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | |
Leigh A. Wilson, 73 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 46** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011- 2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). | | 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.
29
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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. 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, 56 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 49 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 44 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, 53 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, 34 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017), Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018). | |
Colin Kinney, 44 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, 58 | | 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, 64 | | Assistant Secretary | | February 1998 | | Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-2017). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
30
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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's website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Portfolio Investments:
The Trust files a complete list of Schedules of Portfolio 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, 2018 through June 30, 2018.
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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 1,024.70 | | | $ | 1.41 | | | | 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 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
31
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 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 divided by the number of days in the fiscal year).
32
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
33
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*
*You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
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Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SPIVIP-SAR (6/18)
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June 30, 2018
Semi Annual Report
Victory Variable Insurance Funds
Victory Sophus Emerging Markets 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 | | | 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 | | | 23 | | |
Proxy Voting and Form N-Q Information | | | 26 | | |
Expense Examples | | | 26 | | |
Portfolio Holdings | | | 28 | | |
Privacy Policy (inside back cover) | | | |
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
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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, 2018 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Common Stocks (99.1%) | |
Argentina (0.7%): | |
Financials (0.4%): | |
Banco Macro SA, ADR | | | 3,078 | | | $ | 180,956 | | |
Utilities (0.3%): | |
Pampa Energia SA, ADR (b) | | | 4,991 | | | | 178,528 | | |
| | | 359,484 | | |
Austria (0.5%): | |
Financials (0.5%): | |
Erste Group Bank AG | | | 6,950 | | | | 289,721 | | |
Brazil (4.3%): | |
Financials (1.0%): | |
Banco Bradesco SA, ADR | | | 35,385 | | | | 242,741 | | |
Banco BTG Pactual SA | | | 67,600 | | | | 322,736 | | |
| | | 565,477 | | |
Materials (2.2%): | |
Suzano Papel e Celulose SA | | | 31,100 | | | | 360,921 | | |
Vale SA, ADR (c) | | | 63,036 | | | | 808,121 | | |
| | | 1,169,042 | | |
Telecommunication Services (0.4%): | |
TIM Participacoes SA | | | 67,400 | | | | 229,247 | | |
Utilities (0.7%): | |
Energisa SA | | | 15,500 | | | | 117,000 | | |
Engie Brasil Energia SA | | | 32,500 | | | | 287,090 | | |
| | | 404,090 | | |
| | | 2,367,856 | | |
Chile (0.4%): | |
Energy (0.4%): | |
Geopark Ltd. (b) | | | 10,671 | | | | 220,249 | | |
China (28.5%): | |
Consumer Discretionary (1.1%): | |
JNBY Design Ltd. | | | 106,000 | | | | 242,180 | | |
Tianneng Power International Ltd. | | | 234,000 | | | | 363,235 | | |
| | | 605,415 | | |
Consumer Staples (1.7%): | |
Ausnutria Dairy Corp. Ltd. (c) | | | 184,000 | | | | 200,152 | | |
Chlitina Holding Ltd. | | | 31,000 | | | | 301,478 | | |
Want Want China Holdings Ltd. | | | 480,000 | | | | 426,840 | | |
| | | 928,470 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Energy (2.0%): | |
China Petroleum & Chemical Corp., Class H | | | 610,000 | | | $ | 546,036 | | |
PetroChina Co. Ltd. | | | 716,000 | | | | 545,473 | | |
| | | 1,091,509 | | |
Financials (6.5%): | |
China Construction Bank Corp. | | | 1,550,638 | | | | 1,418,934 | | |
Industrial & Commercial Bank of China Ltd. | | | 1,147,000 | | | | 855,501 | | |
Ping An Insurance Group Co. of China Ltd. | | | 136,500 | | | | 1,250,054 | | |
| | | 3,524,489 | | |
Health Care (0.4%): | |
3SBio, Inc. (d) | | | 94,000 | | | | 212,414 | | |
Industrials (0.6%): | |
Lonking Holdings Ltd. | | | 695,000 | | | | 318,302 | | |
Information Technology (15.0%): | |
AAC Technologies Holdings, Inc. (c) | | | 23,000 | | | | 323,003 | | |
Alibaba Group Holding Ltd., ADR (b) (c) | | | 14,546 | | | | 2,698,719 | | |
Baidu, Inc., ADR (b) | | | 5,063 | | | | 1,230,309 | | |
Chinasoft International Ltd. | | | 346,000 | | | | 269,036 | | |
Tencent Holdings Ltd. | | | 63,530 | | | | 3,190,266 | | |
Weibo Corp., ADR (b) (c) | | | 2,929 | | | | 259,978 | | |
YY, Inc., ADR (b) | | | 2,285 | | | | 229,574 | | |
| | | 8,200,885 | | |
Materials (0.5%): | |
Anhui Conch Cement Co. Ltd. | | | 52,000 | | | | 296,558 | | |
Real Estate (0.7%): | |
China Sce Property Holdings | | | 788,000 | | | | 372,367 | | |
| | | 15,550,409 | | |
Colombia (0.6%): | |
Financials (0.6%): | |
Banco Davivienda SA | | | 27,863 | | | | 351,944 | | |
Cyprus (0.6%): | |
Industrials (0.6%): | |
Global Trans, Registered Shares, GDR | | | 30,366 | | | | 309,611 | | |
Hong Kong (6.1%): | |
Consumer Discretionary (3.6%): | |
China Maple Leaf Educational Systems Ltd. | | | 206,000 | | | | 369,928 | | |
Haier Electronics Group Co. Ltd. | | | 130,000 | | | | 443,535 | | |
Melco International Development Ltd. | | | 124,000 | | | | 380,392 | | |
Shangri-La Asia Ltd. | | | 184,000 | | | | 344,718 | | |
Xinyi Glass Holdings Ltd. | | | 336,000 | | | | 407,560 | | |
| | | 1,946,133 | | |
Health Care (1.0%): | |
Sino Biopharmaceutical Ltd. | | | 352,500 | | | | 538,354 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Materials (0.5%): | |
Nine Dragons Paper Holdings Ltd. | | | 238,000 | | | $ | 301,984 | | |
Real Estate (1.0%): | |
Shimao Property Holdings Ltd. | | | 215,500 | | | | 561,866 | | |
| | | 3,348,337 | | |
Hungary (0.7%): | |
Financials (0.7%): | |
OTP Bank Public Co. Ltd. | | | 9,984 | | | | 361,251 | | |
India (8.0%): | |
Consumer Discretionary (1.3%): | |
Apollo Tyres Ltd. | | | 57,044 | | | | 212,219 | | |
Mahindra & Mahindra Ltd. | | | 40,163 | | | | 526,386 | | |
| | | 738,605 | | |
Energy (0.6%): | |
Indian Oil Corp. Ltd. | | | 135,682 | | | | 309,918 | | |
Financials (2.3%): | |
Edelweiss Financial Services Ltd. | | | 85,406 | | | | 367,053 | | |
Shriram Transport Finance Co. Ltd. | | | 14,240 | | | | 270,250 | | |
Yes Bank Ltd. | | | 122,905 | | | | 610,764 | | |
| | | 1,248,067 | | |
Health Care (0.9%): | |
Cipla Ltd. | | | 55,584 | | | | 499,331 | | |
Industrials (1.2%): | |
Larsen & Toubro Ltd. | | | 35,269 | | | | 656,689 | | |
Information Technology (0.6%): | |
HCL Technologies Ltd. | | | 24,376 | | | | 329,395 | | |
Real Estate (0.4%): | |
Sobha Ltd. | | | 33,964 | | | | 219,017 | | |
Utilities (0.7%): | |
Power Grid Corp. of India Ltd. | | | 142,786 | | | | 389,602 | | |
| | | 4,390,624 | | |
Indonesia (2.6%): | |
Consumer Discretionary (0.6%): | |
PT Sri Rejeki Isman TBK | | | 13,367,300 | | | | 320,471 | | |
Energy (0.8%): | |
PT United Tractors TBK | | | 202,600 | | | | 446,263 | | |
Financials (0.9%): | |
PT Bank Negara Indonesia Persero TBK | | | 502,600 | | | | 247,044 | | |
PT Bank Tabungan Negara Persero TBK | | | 1,364,400 | | | | 232,938 | | |
| | | 479,982 | | |
Materials (0.3%): | |
PT Indah Kiat Pulp & Paper Corp. TBK (b) | | | 149,500 | | | | 193,927 | | |
| | | 1,440,643 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Korea, Republic Of (15.0%): | |
Consumer Discretionary (2.1%): | |
LG Electronics, Inc. | | | 5,669 | | | $ | 422,125 | | |
Lotte Himart Co. Ltd. | | | 7,714 | | | | 545,921 | | |
Modetour Network, Inc. | | | 7,458 | | | | 181,910 | | |
| | | 1,149,956 | | |
Consumer Staples (0.9%): | |
Orion Corp. | | | 3,658 | | | | 488,440 | | |
Energy (1.2%): | |
SK Innovation Co. Ltd. | | | 3,660 | | | | 662,989 | | |
Financials (2.1%): | |
KB Financial Group, Inc. | | | 13,225 | | | | 622,580 | | |
Korea Investment Holdings Co. Ltd. | | | 6,676 | | | | 503,413 | | |
| | | 1,125,993 | | |
Industrials (0.4%): | |
Doosan Infracore Co. Ltd. (b) | | | 27,827 | | | | 241,053 | | |
Information Technology (5.2%): | |
Samsung Electronics Co. Ltd. | | | 45,199 | | | | 1,893,537 | | |
SK Hynix, Inc. | | | 12,001 | | | | 921,271 | | |
| | | 2,814,808 | | |
Materials (3.1%): | |
LG Chem Ltd. | | | 1,606 | | | | 480,733 | | |
Lotte Fine Chemical Co. Ltd. | | | 5,288 | | | | 308,223 | | |
POSCO, ADR | | | 7,060 | | | | 523,287 | | |
SKCKOLONPI, Inc. | | | 8,149 | | | | 361,542 | | |
| | | 1,673,785 | | |
| | | 8,157,024 | | |
Luxembourg (1.0%): | |
Materials (1.0%): | |
Ternium SA, ADR | | | 16,101 | | | | 560,637 | | |
Malaysia (1.2%): | |
Financials (0.7%): | |
CIMB Group Holdings Berhad | | | 283,400 | | | | 382,232 | | |
Industrials (0.5%): | |
Malaysia Airports Holdings Berhad | | | 136,700 | | | | 297,909 | | |
| | | 680,141 | | |
Mexico (1.8%): | |
Financials (0.8%): | |
Banco del Bajio SA (d) | | | 205,945 | | | | 428,786 | | |
Industrials (0.4%): | |
Promotora y Operadora de Infraestructura SAB de CV | | | 25,313 | | | | 226,212 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | | Shares | | Fair Value(a) | |
Materials (0.6%): | |
Grupo Cementos de Chihuahua SAB de CV | | | 47,766 | | | $ | 309,972 | | |
| | | 964,970 | | |
Philippines (0.7%): | |
Consumer Discretionary (0.7%): | |
Bloomberry Resorts Corp. | | | 2,223,600 | | | | 406,052 | | |
Poland (0.5%): | |
Financials (0.5%): | |
Bank Pekao SA | | | 8,876 | | | | 267,302 | | |
Russian Federation (3.8%): | |
Energy (2.0%): | |
LUKOIL PJSC, ADR | | | 15,889 | | | | 1,090,784 | | |
Financials (1.2%): | |
Sberbank of Russia PJSC, ADR | | | 46,893 | | | | 672,828 | | |
Utilities (0.6%): | |
Inter RAO UES PJSC | | | 4,522,000 | | | | 296,434 | | |
| | | 2,060,046 | | |
South Africa (6.2%): | |
Consumer Discretionary (2.6%): | |
Naspers Ltd. | | | 5,567 | | | | 1,404,453 | | |
Consumer Staples (0.4%): | |
Astral Foods Ltd. | | | 10,965 | | | | 228,342 | | |
Financials (1.7%): | |
Barclays Africa Group Ltd. | | | 46,242 | | | | 537,242 | | |
Capitec Bank Holdings Ltd. | | | 6,009 | | | | 378,785 | | |
| | | 916,027 | | |
Industrials (0.7%): | |
KAP Industrial Holdings Ltd. | | | 696,788 | | | | 379,319 | | |
Materials (0.8%): | |
Mondi Ltd. | | | 7,445 | | | | 201,770 | | |
PPC Ltd. (b) | | | 454,160 | | | | 240,074 | | |
| | | 441,844 | | |
| | | 3,369,985 | | |
Taiwan (10.3%): | |
Consumer Staples (0.5%): | |
TCI Co. Ltd. | | | 17,265 | | | | 266,107 | | |
Financials (2.3%): | |
Cathay Financial Holding Co. Ltd. | | | 414,000 | | | | 729,376 | | |
CTBC Financial Holding Co. Ltd. | | | 726,000 | | | | 521,755 | | |
| | | 1,251,131 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | |
Shares | | Fair Value(a) | |
Information Technology (6.5%): | |
ASPEED Technology, Inc. | | | 18,000 | | | $ | 471,369 | | |
Globalwafers Co. Ltd. | | | 12,000 | | | | 198,714 | | |
Largan Precision Co. Ltd. | | | 2,000 | | | | 293,878 | | |
MediaTek, Inc. | | | 63,000 | | | | 618,546 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 239,259 | | | | 1,699,359 | | |
Win Semiconductors Corp. | | | 35,000 | | | | 250,675 | | |
| | | 3,532,541 | | |
Telecommunication Services (1.0%): | |
Far EasTone Telecommunications Co. Ltd. | | | 219,000 | | | | 565,834 | | |
| | | 5,615,613 | | |
Thailand (1.8%): | |
Energy (0.5%): | |
Banpu PCL | | | 431,400 | | | | 253,824 | | |
Materials (0.4%): | |
Indorama Ventures | | | 140,800 | | | | 232,559 | | |
Real Estate (0.9%): | |
Quality Houses PCL, Series F | | | 5,269,000 | | | | 489,239 | | |
| | | 975,622 | | |
Turkey (1.8%): | |
Consumer Discretionary (0.4%): | |
Yatas Yatak ve Yorgan Sanayi ve Ticaret AS (b) | | | 49,873 | | | | 231,503 | | |
Financials (0.8%): | |
Turkiye Garanti Bankasi AS | | | 223,461 | | | | 407,898 | | |
Industrials (0.3%): | |
Pegasus Hava Tasimaciligi AS (b) | | | 31,996 | | | | 171,830 | | |
Materials (0.3%): | |
Anadolu CAM Sanayii AS | | | 271,619 | | | | 170,343 | | |
| | | 981,574 | | |
United Arab Emirates (0.7%): | |
Financials (0.7%): | |
National Bank of Abu Dhabi PJSC | | | 107,518 | | | | 355,863 | | |
United Kingdom (1.3%): | |
Materials (1.3%): | |
Anglo American PLC | | | 31,943 | | | | 709,032 | | |
Total Common Stocks (Cost $46,999,796) | | | 54,093,990 | | |
Collateral for Securities Loaned (5.9%) | |
United States (5.9%): | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.06% (e) | | | 422,864 | | | | 422,864 | | |
Fidelity Investments Prime Money Market Portfolio, Class I, 2.07% (e) | | | 384,436 | | | | 384,436 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 1.81% (e) | | | 869,370 | | | | 869,371 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.16% (e) | | | 192,195 | | | | 192,195 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2018 | |
(Unaudited)
Security Description | |
Shares | | Fair Value(a) | |
JPMorgan Prime Money Market Fund, Capital Class, 2.05% (e) | | | 999,388 | | | $ | 999,389 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.12% (e) | | | 345,952 | | | | 345,952 | | |
Total Collateral for Securities Loaned (Cost $3,214,206) | | | 3,214,207 | | |
Total Investments (Cost $50,214,003) — 105.0% | | | 57,308,197 | | |
Liabilities in excess of other assets — (5.0)% | | | (2,743,569 | ) | |
NET ASSETS — 100.0% | | $ | 54,564,628 | | |
(a) All securities, except those traded on exchanges in the United States (including ADRs), Argentina, Brazil, Chile, Luxembourg, Mexico and Colombia were fair valued at June 30, 2018. See Note 2 for further information.
(b) Non-income producing security.
(c) All or a portion of this security is on loan.
(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, 2018, the fair value of these securities was $641,200 and amounted to 1.2% of net assets.
(e) Rate disclosed is the daily yield on June 30, 2018.
ADR — American Depositary Receipt
GDR — Global Depository Receipt
PCL — Public Company Limited
PLC — Public Limited Company
See notes to financial statements.
9
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2018 | |
(Unaudited)
| | Victory Sophus Emerging Markets VIP Series | |
ASSETS: | |
Investments, at value (Cost $50,214,003) | | $ | 57,308,197 | (a) | |
Foreign currency, at value (Cost $32,018) | | | 32,040 | | |
Cash and cash equivalents | | | 118,045 | | |
Unrealized appreciation on foreign currency spot contracts | | | 432 | | |
Interest and dividends receivable | | | 285,049 | | |
Receivable for capital shares issued | | | 189 | | |
Receivable for investments sold | | | 772,068 | | |
Reclaims receivable | | | 542 | | |
Prepaid expenses | | | 1,709 | | |
Total Assets | | | 58,518,271 | | |
LIABILITIES: | |
Securities lending collateral | | | 3,214,207 | | |
Accrued foreign capital gains taxes | | | 4,504 | | |
Payable for investments purchased | | | 628,858 | | |
Payable for capital shares redeemed | | | 27,657 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 47,403 | | |
Administration fees | | | 2,892 | | |
Custodian fees | | | 9,251 | | |
Transfer agent fees | | | 83 | | |
Chief Compliance Officer fees | | | 69 | | |
Other accrued expenses | | | 18,719 | | |
Total Liabilities | | | 3,953,643 | | |
NET ASSETS: | |
Capital | | | 37,497,764 | | |
Accumulated net investment income (loss) | | | 749,146 | | |
Accumulated net realized gains (losses) from investments | | | 9,229,713 | | |
Net unrealized appreciation (depreciation) on investments | | | 7,088,005 | | |
Net Assets | | $ | 54,564,628 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share): | | | 3,042,648 | | |
Net asset value: | | $ | 17.93 | | |
(a) Includes $3,100,925 of securities on loan.
See notes to financial statements.
10
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2018 | |
(Unaudited)
| | Victory Sophus Emerging Markets VIP Series | |
Investment Income: | |
Dividend income | | $ | 786,096 | | |
Interest income | | | 1,550 | | |
Securities lending income | | | 6,717 | | |
Foreign tax withholding | | | (85,702 | ) | |
Total Income | | | 708,661 | | |
Expenses: | |
Investment advisory fees | | | 312,500 | | |
Administration fees | | | 18,442 | | |
Custodian fees | | | 29,691 | | |
Transfer agent fees | | | 205 | | |
Trustees' fees | | | 2,548 | | |
Chief Compliance Officer fees | | | 272 | | |
Legal and audit fees | | | 14,519 | | |
Interest expense on interfund lending (See Note 6) | | | 9 | | |
Other expenses | | | 18,417 | | |
Total Expenses | | | 396,603 | | |
Net Investment Income (Loss) | | | 312,058 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains (losses) from investment transactions and foreign currency translations | | | 5,239,843 | | |
Net realized gains (losses) from foreign capital gains taxes | | | (53,558 | ) | |
Net change in unrealized appreciation/depreciation on investments and foreign currency translations | | | (7,955,526 | ) | |
Net change in unrealized appreciation/depreciation on foreign capital gains taxes | | | 29,947 | | |
Net realized/unrealized gains (losses) on investments | | | (2,739,294 | ) | |
Change in net assets resulting from operations | | $ | (2,427,236 | ) | |
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, 2018 | | Year Ended December 31, 2017 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 312,058 | | | $ | 589,559 | | |
Net realized gains (losses) from investment transactions | | | 5,186,285 | | | | 9,014,684 | | |
Net change in unrealized appreciation/depreciation on investments | | | (7,925,579 | ) | | | 10,215,009 | | |
Change in net assets resulting from operations | | | (2,427,236 | ) | | | 19,819,252 | | |
Distributions to Shareholders: | |
From net investment income | | | — | | | | (505,562 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (505,562 | ) | |
Change in net assets resulting from capital transactions | | | (5,557,653 | ) | | | (5,398,302 | ) | |
Change in net assets | | | (7,984,889 | ) | | | 13,915,388 | | |
Net Assets: | |
Beginning of period | | | 62,549,517 | | | | 48,634,129 | | |
End of period | | $ | 54,564,628 | | | $ | 62,549,517 | | |
Accumulated net investment income (loss) | | $ | 749,146 | | | $ | 437,088 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 2,641,694 | | | $ | 4,463,681 | | |
Distributions reinvested | | | — | | | | 505,562 | | |
Cost of shares redeemed | | | (8,199,347 | ) | | | (10,367,545 | ) | |
Change in net assets resulting from capital transactions | | $ | (5,557,653 | ) | | $ | (5,398,302 | ) | |
Share Transactions: | |
Issued | | | 133,902 | | | | 271,586 | | |
Reinvested | | | — | | | | 27,283 | | |
Redeemed | | | (419,911 | ) | | | (637,452 | ) | |
Change in Shares | | | (286,009 | ) | | | (338,583 | ) | |
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, 2018 | | Year Ended December 31, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 18.79 | | | $ | 13.26 | | | $ | 11.99 | | | $ | 13.81 | | | $ | 14.79 | | | $ | 18.02 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.10 | (a) | | | 0.17 | (a) | | | 0.12 | (a) | | | 0.13 | (a) | | | 0.14 | | | | 0.14 | | |
Net realized and unrealized gains (losses) on investments | | | (0.96 | ) | | | 5.51 | | | | 1.14 | | | | (1.89 | ) | | | (0.70 | ) | | | (0.94 | ) | |
Total from Investment Activities | | | (0.86 | ) | | | 5.68 | | | | 1.26 | | | | (1.76 | ) | | | (0.56 | ) | | | (0.80 | ) | |
Distributions to Shareholders: | |
Net investment income | | | — | | | | (0.15 | ) | | | (0.12 | ) | | | (0.06 | ) | | | (0.15 | ) | | | (0.04 | ) | |
Net realized gains from investments | | | — | | | | — | | | | — | | | | — | | | | (0.27 | ) | | | (2.51 | ) | |
Total Distributions to Shareholders | | | — | | | | (0.15 | ) | | | (0.12 | ) | | | (0.06 | ) | | | (0.42 | ) | | | (2.55 | ) | |
Increase from Contribution by Adviser | | | — | | | | — | | | | — | | | | — | | | | — | | | | 0.12 | | |
Capital Contributions from Prior Custodian, Net (See Note 8) | | | — | | | | — | | | | 0.13 | | | | — | | | | — | | | | — | | |
Net Asset Value, End of Period | | $ | 17.93 | | | $ | 18.79 | | | $ | 13.26 | | | $ | 11.99 | | | $ | 13.81 | | | $ | 14.79 | | |
Total Return (b) (c) | | | (4.58 | )% | | | 42.88 | % | | | 11.57 | %(d) | | | (12.74 | )% | | | (3.71 | )% | | | (3.47 | )% | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 54,565 | | | $ | 62,550 | | | $ | 48,634 | | | $ | 48,426 | | | $ | 62,782 | | | $ | 74,908 | | |
Ratio of net expenses to average net assets (e) | | | 1.27 | % | | | 1.33 | % | | | 1.34 | % | | | 1.35 | % | | | 1.35 | % | | | 1.33 | % | |
Ratio of net investment income (loss) to average net assets (e) | | | 1.00 | % | | | 1.03 | % | | | 0.98 | % | | | 0.92 | % | | | 0.94 | % | | | 0.91 | % | |
Ratio of gross expenses to average net assets (e) (f) | | | 1.27 | % | | | 1.33 | % | | | 1.35 | % | | | 1.35 | % | | | 1.35 | % | | | 1.33 | % | |
Portfolio turnover (c) | | | 41 | % | | | 99 | % | | | 102 | % | | | 123 | % | | | 135 | % | | | 248 | % | |
(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 0.95% for the period shown. (See Note 8)
(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, 2018 | |
(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. 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. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.
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 exchange-traded funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, 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.
14
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
(Unaudited)
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.
Debt securities of United States ("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. In each of these situations, valuations are typically categorized as Level 2 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, based on the observability of inputs used to determine the 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.
For the six months ended June 30, 2018, 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, 2018, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed 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 | |
Victory Sophus Emerging Markets VIP Series | |
Common Stocks | | $ | 11,074,111 | | | $ | 43,019,880 | | | $ | 54,093,991 | | |
Collateral for Securities Loaned | | | 3,214,206 | | | | — | | | | 3,214,206 | | |
Total | | $ | 14,288,317 | | | $ | 43,019,880 | | | $ | 57,308,197 | | |
There were no transfers among any levels during the six months ended June 30, 2018.
Investment Companies:
The Fund may invest in portfolios of open-end investment companies. These investment companies 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.
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
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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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, 2018:
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Net Amount | |
$ | 3,100,925 | | | $ | 3,214,207 | | | $ | 113,282 | | |
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 disclosed as net change in unrealized appreciation/depreciation on investments and foreign currency translations on the Statement of Operations. Any realized gains or losses from these fluctuations are disclosed as net realized gains or losses from investment 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, 2018 | |
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Foreign Taxes:
The Fund may be subject to foreign taxes related to foreign income received (a portion of which may be reclaimable), capital gains on the sale of securities and certain foreign currency transactions. All foreign taxes are recorded in accordance with the applicable regulations and rates that exist in the foreign jurisdictions in which the Fund invests.
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, or jointly with an affiliated trust, are allocated among the Fund and respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.
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, 2018 were as follows:
Purchases | | Sales | |
$ | 25,387,999 | | | $ | 30,542,090 | | |
For the six months ended June 30, 2018, there were no purchases or sales of U.S. Government Securities.
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 indirect subsidiary of Victory Capital Holdings Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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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 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.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services 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.
The Chief Compliance Officer ("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.
The Victory Trusts pay an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Trusts and are presented in the Statement of Operations.
Shearman & Sterling 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.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2019. Under the terms of the agreement, to the extent that ordinary operating expenses incurred by the Fund in any fiscal year exceed the expense limit for 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, 2018, the expense limit (excluding voluntary waivers) is 1.35%.
The Fund has agreed to repay fees and expenses 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 the time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. As of June 30, 2018, the following amounts are available to be repaid to the Adviser. Amounts repaid to the Adviser during the six months ended June 30, 2018, if any, are reflected on the Statement of Operations as "Recoupment of prior expenses waived/reimbursed by Adviser".
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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The Adviser, 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. There were no voluntary waivers or reimbursements for the six months ended June 30, 2018.
Certain officers and/or interested trustees of the Fund are also officers of the Adviser, Administrator and Fund Accountant, and Legal.
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 foreign securities risk. Foreign securities are (including ADRs and other depository receipts) are subject to political, regulatory, and economic risks not present in domestic investments. In addition, when the Fund buys securities denominated in a foreign currency, there are special risks such as changes in currency exchange rates and the risk that a foreign government could regulate foreign exchange transactions. In addition, to the extent investments are made in a limited number of countries, events in those countries will have a more significant impact on the Fund.
The Fund will be subject to emerging market risk. Risk of investment in emerging markets include greater political and economic instability, greater volatility in currency exchange rates, less developed securities markets, possible trade barriers, currency transfer restrictions, a more limited number of potential buyers and issuers, an emerging market country's dependence on revenue from particular commodities or international aid, less governmental supervision and regulation, unavailability of currency hedging techniques, differences in auditing and financial reporting standards and less developed legal systems.
The Fund will be subject to credit risk with respect to the amount it expects to receive from counterparties for 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 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 28, 2017, 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, another series of the Victory Trusts, with that Fund paying the related commitment fees for that amount. 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. The agreement was subsequently amended on July 27, 2018 with a new termination date on July 26, 2019. Citibank receives an annual commitment fee of 0.15% on $100 million for providing the
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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Line of Credit. For the six months ended June 30, 2018, Citibank earned approximately $74,384 in commitment fees from the Victory Trusts. Each fund in the Victory Trusts pays a pro-rata portion of the commitment fees plus any interest on amounts borrowed. As of June 30, 2018, the interest rate on outstanding borrowings was 3.10%.
The Fund did not utilize or participate in the Line of Credit during the six months ended June 30, 2018.
Interfund Lending:
The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other 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.
The average loans for the days outstanding and average interest rate for the Fund during the six months ended June 30, 2018 was as follows:
Fund | | Borrower or Lender | | Amount Outstanding at June 30, 2018 | | Average Borrowing* | | Days Borrowing Outstanding | | Average Interest Rate | | Interest Paid | |
Sophus Emerging Markets VIP Series | | Borrower | | $ | — | | | $ | 132,000 | | | | 1 | | | | 2.35 | % | | $ | 9 | | |
* For the six months ended June 30, 2018, based on the number of days borrowings were outstanding.
7. Federal Income Tax Information:
The tax character of distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2018.
The tax character of distributions paid during the most recent tax year ended December 31, 2017 were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):
Year Ended December 31, 2017 | |
Distributions paid from | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 505,562 | | | $ | — | | | $ | 505,562 | | |
As of the most recent tax year ended December 31, 2017, the components of accumulated earnings (deficit) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 437,088 | | | $ | 4,140,978 | | | $ | 4,578,066 | | | $ | 14,916,034 | | | $ | 19,494,100 | | |
*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, 2018 | |
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During the most recent tax year ended December 31, 2017, the Fund utilized $4,953,197 in capital loss carryforwards that were not subject to expiration.
As of June 30, 2018, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 50,317,634 | | | $ | 10,207,169 | | | $ | (3,216,606 | ) | | $ | 6,990,563 | | |
8. Capital Contribution from Prior Custodian:
The Fund received notification from the Fund's 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 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 during 2016 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 Financial Highlights as "Capital Contribution from Prior Custodian, Net".
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, 2018, 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 | | | 100.0 | % | |
10. Recent Accounting Pronouncements:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules introduced two new regulatory reporting forms for investment companies, Form N-PORT and Form N-CEN. The Fund's compliance date for Form N-PORT is June 1, 2018, and the Fund will make its initial filing with the SEC on Form N-PORT for the period ending March 31, 2019. Effective with the period ended June 30, 2018, the Fund will be required to maintain, and make available to the SEC upon request, the information required to be included in Form N-PORT. Form N-PORT will replace Form N-Q filings effective with the requirement to file the Form N-PORT with the SEC for the period ending March 31, 2019. The Fund's compliance date for Form N-CEN is June 1, 2018, and the Fund will make its initial filing on Form N-CEN for the period ending December 31, 2018. Form N-CEN will replace Form N-SAR filings. The Fund's adoption of these amendments has no effect on the Fund's net assets or results of operations.
In March 2017, the FASB issued Accounting Standards Update No. 2017-08 "Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently evaluating the implications of ASU 2017-08 and its impact on the financial statements and related disclosures has not yet been determined.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2018 | |
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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, 2018 | |
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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, 42 portfolios in Victory Portfolios and 20 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, 66 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D.T. Andrews, 71 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 67* | | Trustee | | February 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 74 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
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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 | |
Sally M. Dungan, 64 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
John L. Kelly, 65 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016-September 2017); Advisor (January 2016-April 2016) and Managing Partner (August 2014-January 2016), Endgate Commodities LLC; Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 61* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 57 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | |
Leigh A. Wilson, 73 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown, 46** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013) | | 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, 2018 | |
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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. 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, 56 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 49 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 44 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, 53 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, 34 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017), Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018). | |
Colin Kinney, 44 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, 58 | | 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, 64 | | Assistant Secretary | | February 1998 | | Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-2017). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
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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 SEC's website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Portfolio Investments:
The Trust files a complete list of Schedules of Portfolio 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, 2018 through June 30, 2018.
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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 954.20 | | | $ | 6.15 | | | | 1.27 | % | |
* 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).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
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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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 1,018.50 | | | $ | 6.36 | | | | 1.27 | % | |
* 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).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2018 | |
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Portfolio Holdings:
(As a Percentage of Total Investments)
28
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*
*You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
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Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SEMVIP-SAR (6/18)
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June 30, 2018
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 | | | 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 | | | 15 | | |
Proxy Voting and Form N-Q Information | | | 17 | | |
Expense Examples | | | 17 | | |
Portfolio Holdings | | | 18 | | |
Privacy Policy (inside back cover) | | | |
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
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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, 2018
(Amounts in Thousands, Except for Shares) (Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (97.2%): | |
Consumer Discretionary (17.4%): | |
Amazon.com, Inc. (a) | | | 495 | | | $ | 841 | | |
Burlington Stores, Inc. (a) | | | 2,548 | | | | 384 | | |
Comcast Corp., Class A | | | 10,182 | | | | 334 | | |
D.R. Horton, Inc. | | | 11,414 | | | | 468 | | |
Dollar General Corp. | | | 5,244 | | | | 517 | | |
Lear Corp. | | | 2,751 | | | | 511 | | |
LGI Homes, Inc. (a) (b) | | | 3,419 | | | | 197 | | |
Magna International, Inc., ADR | | | 6,417 | | | | 373 | | |
Meritage Homes Corp. (a) | | | 4,616 | | | | 203 | | |
O'Reilly Automotive, Inc. (a) | | | 1,281 | | | | 350 | | |
PulteGroup, Inc. | | | 16,055 | | | | 462 | | |
Ross Stores, Inc. | | | 6,135 | | | | 520 | | |
The Home Depot, Inc. (b) | | | 1,123 | | | | 219 | | |
The TJX Co., Inc. | | | 1,944 | | | | 185 | | |
Toll Brothers, Inc. | | | 10,291 | | | | 381 | | |
| | | 5,945 | | |
Consumer Staples (3.9%): | |
Costco Wholesale Corp. | | | 1,400 | | | | 293 | | |
CVS Health Corp. | | | 6,810 | | | | 438 | | |
Sysco Corp. (b) | | | 2,672 | | | | 182 | | |
Wal-Mart Stores, Inc. | | | 4,903 | | | | 420 | | |
| | | 1,333 | | |
Energy (7.6%): | |
Callon Petroleum Co. (a) | | | 16,520 | | | | 177 | | |
Chevron Corp. | | | 6,059 | | | | 766 | | |
EOG Resources, Inc. (b) | | | 3,171 | | | | 395 | | |
Laredo Petroleum, Inc. (a) (b) | | | 14,485 | | | | 139 | | |
Newfield Exploration Co. (a) | | | 11,315 | | | | 342 | | |
Occidental Petroleum Corp. | | | 4,136 | | | | 346 | | |
Phillips 66 | | | 3,656 | | | | 411 | | |
| | | 2,576 | | |
Financials (16.6%): | |
Ameriprise Financial, Inc. | | | 3,087 | | | | 432 | | |
Bank of America Corp. | | | 19,924 | | | | 562 | | |
Berkshire Hathaway, Inc., Class B (a) | | | 3,641 | | | | 680 | | |
Cathay General Bancorp | | | 4,982 | | | | 202 | | |
E*TRADE Financial Corp. (a) | | | 7,053 | | | | 431 | | |
Essent Group Ltd. (a) | | | 11,854 | | | | 425 | | |
FCB Financial Holdings, Inc. (a) | | | 6,724 | | | | 395 | | |
JPMorgan Chase & Co. | | | 4,936 | | | | 514 | | |
Northern Trust Corp. | | | 4,685 | | | | 482 | | |
Regions Financial Corp. | | | 18,400 | | | | 327 | | |
TD Ameritrade Holding Corp. | | | 5,890 | | | | 323 | | |
Western Alliance BanCorp (a) | | | 8,381 | | | | 474 | | |
Zions BanCorp(b) | | | 7,423 | | | | 391 | | |
| | | 5,638 | | |
Health Care (11.0%): | |
AbbVie, Inc. | | | 3,712 | | | | 344 | | |
Align Technology, Inc. (a) | | | 569 | | | | 195 | | |
Cigna Corp. | | | 1,999 | | | | 340 | | |
See notes to financial statements.
2
Victory Variable Insurance Funds Schedule of Portfolio Investments — continued
Victory Variable Insurance Diversified Stock Fund June 30, 2018
(Amounts in Thousands, Except for Shares) (Unaudited)
Security Description | | Shares | | Value | |
Express Scripts Holding Co. (a) | | | 6,276 | | | $ | 484 | | |
Innoviva, Inc. (a) | | | 15,976 | | | | 220 | | |
Johnson & Johnson | | | 2,781 | | | | 338 | | |
McKesson Corp. | | | 1,781 | | | | 238 | | |
Merck & Co., Inc. | | | 4,581 | | | | 278 | | |
Novartis AG, ADR | | | 2,399 | | | | 181 | | |
Pfizer, Inc. | | | 7,624 | | | | 277 | | |
UnitedHealth Group, Inc. | | | 3,488 | | | | 855 | | |
| | | 3,750 | | |
Industrials (9.5%): | |
Allison Transmission Holdings, Inc. | | | 11,350 | | | | 459 | | |
Cummins, Inc. | | | 1,278 | | | | 170 | | |
FedEx Corp. | | | 2,330 | | | | 529 | | |
Norfolk Southern Corp. | | | 3,448 | | | | 520 | | |
PACCAR, Inc. | | | 2,835 | | | | 176 | | |
Patrick Industries, Inc. (a) (b) | | | 3,960 | | | | 225 | | |
SkyWest, Inc. | | | 5,165 | | | | 268 | | |
United Rentals, Inc. (a) | | | 1,840 | | | | 272 | | |
United Technologies Corp. | | | 2,229 | | | | 279 | | |
Universal Forest Products, Inc. | | | 8,821 | | | | 323 | | |
| | | 3,221 | | |
Information Technology (23.6%): | |
Alphabet, Inc., Class C (a) | | | 1,145 | | | | 1,278 | | |
Apple, Inc. | | | 8,673 | | | | 1,605 | | |
DXC Technology Co. | | | 3,488 | | | | 281 | | |
Entegris, Inc. | | | 5,773 | | | | 196 | | |
Facebook, Inc., Class A (a) | | | 5,328 | | | | 1,036 | | |
Intel Corp. | | | 3,869 | | | | 192 | | |
Micron Technology, Inc. (a) | | | 3,775 | | | | 198 | | |
Microsoft Corp. | | | 14,318 | | | | 1,412 | | |
MKS Instruments, Inc. | | | 3,003 | | | | 287 | | |
ON Semiconductor Corp. (a) (b) | | | 20,513 | | | | 456 | | |
Perspecta, Inc. | | | 1,758 | | | | 36 | | |
Vishay Intertechnology, Inc. | | | 9,603 | | | | 223 | | |
YY, Inc., ADR (a) | | | 3,414 | | | | 343 | | |
Zebra Technologies Corp., Class A (a) | | | 3,598 | | | | 515 | | |
| | | 8,058 | | |
Materials (4.8%): | |
Louisiana Pacific Corp. | | | 16,630 | | | | 453 | | |
Packaging Corp. of America | | | 3,191 | | | | 357 | | |
Reliance Steel & Aluminum Co. | | | 3,721 | | | | 326 | | |
Steel Dynamics, Inc. | | | 10,934 | | | | 502 | | |
| | | 1,638 | | |
Telecommunication Services (2.8%): | |
AT&T, Inc. | | | 10,410 | | | | 334 | | |
Verizon Communications, Inc. | | | 12,067 | | | | 607 | | |
| | | | | 941 | | |
Total Common Stocks (Cost $28,803) | | | 33,100 | | |
Exchange-Traded Funds (1.3%): | |
SPDR S&P 500 ETF Trust | | | 1,595 | | | | 433 | | |
Total Exchange-Traded Funds (Cost $423) | | | 433 | | |
See notes to financial statements.
3
Victory Variable Insurance Funds Schedule of Portfolio Investments — continued
Victory Variable Insurance Diversified Stock Fund June 30, 2018
(Amounts in Thousands, Except for Shares) (Unaudited)
Security Description | | Shares | | Value | |
Collateral for Securities Loaned (5.8%): | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 2.06% (c) | | | 259,160 | | | $ | 259 | | |
Fidelity Investments Prime Money Market Portfolio, Class I, 2.07% (c) | | | 235,609 | | | | 236 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 1.81% (c) | | | 532,809 | | | | 533 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 2.16% (c) | | | 117,790 | | | | 118 | | |
JPMorgan Prime Money Market Fund, Capital Class, 2.05% (c) | | | 612,493 | | | | 612 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 2.12% (c) | | | 212,023 | | | | 212 | | |
Total Collateral for Securities Loaned (Cost $1,970) | | | 1,970 | | |
Total Investments (Cost $31,196) — 104.3% | | | 35,503 | | |
Other assets in excess of liabilities — (4.3%) | | | | | (1,466 | ) | |
NET ASSETS — 100.0% | | $ | 34,037 | | |
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate disclosed is the daily yield on June 30, 2018.
ADR — American Depositary Receipt
See notes to financial statements.
4
Statement of Assets and Liabilities
Victory Variable Insurance Funds June 30, 2018
(Amounts in Thousands, Except Per Share Amounts) (Unaudited)
| | Victory Variable Insurance Diversified Stock Fund | |
ASSETS: | |
Investments, at value (Cost $31,196) | | $ | 35,503 | (a) | |
Cash and cash equivalents | | | 12 | | |
Dividends receivable | | | 19 | | |
Receivable for investments sold | | | 648 | | |
Prepaid expenses | | | 1 | | |
Total Assets | | | 36,183 | | |
LIABILITIES: | |
Securities lending collateral | | | 1,970 | | |
Payable for investments purchased | | | 125 | | |
Payable for capital shares redeemed | | | 6 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 9 | | |
Administration fees | | | 2 | | |
Contract owner fees | | | 17 | | |
Custodian fees | | | 1 | | |
Transfer agent fees | | | — | (b) | |
Chief Compliance Officer fees | | | — | (b) | |
Trustees' fees | | | — | (b) | |
12b-1 fees | | | 4 | | |
Other accrued expenses | | | 12 | | |
Total Liabilities | | | 2,146 | | |
NET ASSETS: | |
Capital | | | 22,562 | | |
Accumulated net investment income (loss) | | | (1 | ) | |
Accumulated net realized gains (losses) from investments | | | 7,169 | | |
Net unrealized appreciation (depreciation) on investments | | | 4,307 | | |
Net Assets | | $ | 34,037 | | |
Shares (unlimited number of shares authorized with a par value of $0.001 per share) | | | 2,361 | | |
Net asset value, offering price & redemption price per share (c) | | $ | 14.41 | | |
(a) Includes $1,918 of securities on loan.
(b) Rounds to less than $1.
(c) Per share amounts may not recalculate due to rounding of net assets and/or shares outstanding.
See notes to financial statements.
5
Statement of Operations
Victory Variable Insurance Funds For the Six Months Ended June 30, 2018
(Amounts in Thousands) (Unaudited)
| | Victory Variable Insurance Diversified Stock Fund | |
Investment Income: | |
Dividend income | | $ | 234 | | |
Interest | | | 2 | | |
Securities lending income | | | 1 | | |
Foreign tax withholding | | | (1 | ) | |
Total Income | | | 236 | | |
Expenses: | |
Investment advisory fees | | | 55 | | |
Administration fees | | | 11 | | |
Contract owner fees | | | 44 | | |
12b-1 fees | | | 46 | | |
Custodian fees | | | 1 | | |
Transfer agent fees | | | — | (a) | |
Trustees' fees | | | 1 | | |
Chief Compliance Officer fees | | | — | (a) | |
Legal and audit fees | | | 7 | | |
Interest expense on interfund lending (See Note 6) | | | — | (a) | |
Other expenses | | | 10 | | |
Total Expenses | | | 175 | | |
Net Investment Income (Loss) | | | 61 | | |
Realized/Unrealized Gains (Losses) from Investment Transactions: | |
Net realized gains (losses) from investment transactions | | | 1,414 | | |
Net change in unrealized appreciation/depreciation on investments | | | (2,569 | ) | |
Net realized/unrealized gains (losses) on investments | | | (1,155 | ) | |
Change in net assets resulting from operations | | $ | (1,094 | ) | |
(a) Rounds to less than $1.
See notes to financial statements.
6
Victory Variable Insurance Funds Statements of Changes in Net Assets
(Amounts in Thousands)
| | Victory Variable Insurance Diversified Stock Fund | |
| | Six Months Ended June 30, 2018 | | Year Ended December 31, 2017 | |
| | (Unaudited) | | | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 61 | | | $ | 242 | | |
Net realized gains (losses) from investment transactions | | | 1,414 | | | | 5,822 | | |
Net change in unrealized appreciation/depreciation on investments | | | (2,569 | ) | | | 2,410 | | |
Change in net assets resulting from operations | | | (1,094 | ) | | | 8,474 | | |
Distributions to Shareholders: | |
From net investment income | | | (79 | ) | | | (242 | ) | |
From net realized gains on investments | | | — | | | | (517 | ) | |
Change in net assets resulting from distributions to shareholders | | | (79 | ) | | | (759 | ) | |
Change in net assets resulting from capital transactions | | | (3,667 | ) | | | (2,825 | ) | |
Change in net assets | | | (4,840 | ) | | | 4,890 | | |
Net Assets: | |
Beginning of period | | | 38,877 | | | | 33,987 | | |
End of period | | $ | 34,037 | | | $ | 38,877 | | |
Accumulated net investment income (loss) | | $ | (1 | ) | | $ | 17 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 162 | | | $ | 2,575 | | |
Dividends reinvested | | | 79 | | | | 759 | | |
Cost of shares redeemed | | | (3,908 | ) | | | (6,159 | ) | |
Change in net assets resulting from capital transactions | | $ | (3,667 | ) | | $ | (2,825 | ) | |
Share Transactions: | |
Issued | | | 11 | | | | 189 | | |
Reinvested | | | 5 | | | | 53 | | |
Redeemed | | | (262 | ) | | | (460 | ) | |
Change in Shares | | | (246 | ) | | | (218 | ) | |
See notes to financial statements.
7
Victory Variable Insurance Funds Financial Highlights
For a Share Outstanding Throughout Each Period
| | Victory Variable Insurance Diversified Stock Fund | |
| | Six Months Ended June 30, 2018 | | Year Ended December 31, 2017 | | Year Ended December 31, 2016 | | Year Ended December 31, 2015 | | Year Ended December 31, 2014 | | Year Ended December 31, 2013 | |
| | (Unaudited) | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | $ | 14.91 | | | $ | 12.03 | | | $ | 12.75 | | | $ | 15.15 | | | $ | 13.87 | | | $ | 10.42 | | |
Investment Activities: | |
Net investment income (loss) | | | 0.02 | (a) | | | 0.09 | (a) | | | 0.13 | (a) | | | 0.09 | | | | 0.13 | | | | 0.08 | | |
Net realized and unrealized gains (losses) on investments | | | (0.49 | ) | | | 3.08 | | | | 0.37 | | | | (0.53 | ) | | | 1.28 | | | | 3.45 | | |
Total from Investment Activities | | | (0.47 | ) | | | 3.17 | | | | 0.50 | | | | (0.44 | ) | | | 1.41 | | | | 3.53 | | |
Distributions to Shareholders: | |
Net investment income | | | (0.03 | ) | | | (0.09 | ) | | | (0.13 | ) | | | (0.09 | ) | | | (0.13 | ) | | | (0.08 | ) | |
Net realized gains from investments | | | — | | | | (0.20 | ) | | | (0.09 | ) | | | (1.87 | ) | | | — | | | | — | | |
Total Distributions to Shareholders | | | (0.03 | ) | | | (0.29 | ) | | | (1.22 | ) | | | (1.96 | ) | | | (0.13 | ) | | | (0.08 | ) | |
Net Asset Value, End of Period | | $ | 14.41 | | | $ | 14.91 | | | $ | 12.03 | | | $ | 12.75 | | | $ | 15.15 | | | $ | 13.87 | | |
Total Return (b) (c) | | | (3.07 | )% | | | 26.45 | % | | | 3.90 | % | | | (3.11 | )% | | | 10.20 | % | | | 33.93 | % | |
Ratios/Supplemental Data: | |
Net Assets at end of period (000) | | $ | 34,037 | | | $ | 38,877 | | | $ | 33,987 | | | $ | 38,441 | | | $ | 48,524 | | | $ | 47,668 | | |
Ratio of net expenses to average net assets (d) | | | 0.96 | % | | | 0.94 | % | | | 1.08 | % | | | 1.14 | % | | | 1.16 | % | | | 1.16 | % | |
Ratio of net investment income (loss) to average net assets (d) | | | 0.33 | % | | | 0.68 | % | | | 1.06 | % | | | 0.56 | % | | | 0.89 | % | | | 0.67 | % | |
Portfolio turnover (c) | | | 59 | % | | | 138 | % | | | 86 | % | | | 78 | % | | | 70 | % | | | 82 | % | |
(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.
8
Notes to Financial Statements
Victory Variable Insurance Funds June 30, 2018
(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. 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 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. The Fund follows the specialized accounting and reporting requirements under GAAP that are applicable to investment companies.
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 exchange-traded funds ("ETFs"), American Depositary Receipts ("ADRs") and Rights, are valued at the closing price on the exchange or system where the security is principally traded, if available, 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.
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.
Debt securities of United States ("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. In each of these situations, valuations are typically categorized as Level 2 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, based on the observability of inputs used to determine the fair value.
For the six months ended June 30, 2018, there were no Level 3 investments for which significant unobservable inputs were used to determine fair value.
9
Notes to Financial Statements — continued
Victory Variable Insurance Funds June 30, 2018
(Unaudited)
A summary of the valuations as of June 30, 2018, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed in the Schedule of Portfolio Investments (in thousands):
| | LEVEL 1 — Quoted Prices | | Total | |
| | Investments in Securities | | Investments in Securities | |
Common Stocks | | $ | 33,100 | | | $ | 33,100 | | |
Exchange-Traded Funds | | | 433 | | | | 433 | | |
Collateral for Securities Loaned | | | 1,970 | | | | 1,970 | | |
Total | | $ | 35,503 | | | $ | 35,503 | | |
There were no transfers among any levels during the six months ended June 30, 2018.
Investment Companies:
Exchange-Traded Funds:
The Fund may invest in 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 shares of 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.
Open-End Funds:
The Fund may invest in portfolios of open-end investment companies. These investment companies 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.
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.
10
Notes to Financial Statements — continued
Victory Variable Insurance Funds June 30, 2018
(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, 2018 (in thousands):
Gross Amount of Recognized Assets (Value of Securities on Loan) | | Value of Cash Collateral Received | | Net Amount | |
$ | 1,918 | | | $ | 1,970 | | | $ | 52 | | |
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, or jointly with an affiliated trust, are allocated among the Fund and respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.
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, 2018 were as follows (in thousands):
Purchases | | Sales | |
$ | 21,372 | | | $ | 25,566 | | |
For the six months ended June 30, 2018, there were no purchases or sales of U.S. Government Securities.
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 indirect subsidiary of Victory Capital Holdings Inc., a publicly traded Delaware corporation, and a wholly-owned direct subsidiary of Victory Capital Operating, LLC.
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.
Citi Fund Services Ohio, Inc. ("Citi") acts as sub-administrator and sub-fund accountant to the Fund pursuant to a Sub-Administration and Sub-Fund Accounting Services 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.
11
Notes to Financial Statements — continued
Victory Variable Insurance Funds June 30, 2018
(Unaudited)
The Chief Compliance Officer ("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.
The Victory Trusts pay an annual retainer to each Independent Trustee, plus an additional annual retainer to the Chairman of the Board. The aggregate amount of the fees and expenses of the Independent Trustees are allocated amongst all the funds in the Victory Trusts and are presented in the Statement of Operations.
Shearman & Sterling 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 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 up to 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 $1 thousand 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, 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. There were no voluntary waivers or reimbursements for the six months ended June 30, 2018.
Certain officers and/or interested trustees of the Fund are also officers of the Adviser, Administrator and Fund Accountant, and Legal.
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 for 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 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 28, 2017, 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, another series of the Victory Trusts, with that Fund paying the related commitment fees for that amount. 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. The agreement was subsequently amended on July 27, 2018 with a new termination date on July 26, 2019. Citibank receives an annual commitment fee of 0.15% on $100
12
Notes to Financial Statements — continued
Victory Variable Insurance Funds June 30, 2018
(Unaudited)
million for providing the Line of Credit. For the six months ended June 30, 2018, Citibank earned approximately $74,384 in commitment fees from the Victory Trusts. Each fund in the Victory Trusts pays a pro-rata portion of the commitment fees plus any interest on amounts borrowed. As of June 30, 2018, the interest rate on outstanding borrowings was 3.10%.
The Fund did not utilize or participate in the Line of Credit during the six months ended June 30, 2018.
Interfund Lending:
The Trust and Adviser rely on an exemptive order granted by the SEC in March 2017 (the "Order"), permitting the establishment and operation of an Interfund Lending Facility (the "Facility"). The Facility allows the Fund to directly lend and borrow money to or from any other 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.
The average loans for the days outstanding and average interest rate for the Fund during the six months ended June 30, 2018 was as follows (in thousands):
Borrower or Lender | | Amount Outstanding at June 30, 2018 | | Average Borrowing* | | Days Borrowing Outstanding | | Average Interest Rate | | Interest Paid** | |
Borrower | | $ | — | | | $ | 137 | | | | 1 | | | | 2.09 | % | | $ | 8 | | |
* For the six months ended June 30, 2018, based on the number of days borrowings were outstanding.
** Interest paid was less than $1 thousand.
7. Federal Income Tax Information:
The tax character of distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2018.
The tax character of distributions paid during the most recent tax year ended December 31, 2017 were as follows (total distributions paid may differ from the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid) (in thousands):
Year Ended December 31, 2017 Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 242 | | | $ | 517 | | | $ | 759 | | |
As of the most recent tax year ended December 31, 2017, the components of accumulated earnings (deficit) on a tax basis were as follows (in thousands):
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 2,452 | | | $ | 3,339 | | | $ | 5,791 | | | $ | 6,857 | | | $ | 12,648 | | |
* 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, 2017, the Fund did not utilize any capital loss carryforwards.
As of June 30, 2018, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation and net unrealized appreciation (depreciation) for investments and derivatives were as follows (in thousands):
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 31,229 | | | $ | 4,992 | | | $ | (718 | ) | | $ | 4,274 | | |
13
Notes to Financial Statements — continued
Victory Variable Insurance Funds June 30, 2018
(Unaudited)
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, 2018, 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 | |
New York Life Insurance and Annuity Corporation | | | 90.4 | % | |
9. Recent Accounting Pronouncements:
In October 2016, the SEC released its Final Rules on Investment Company Reporting Modernization (the "Rules"). The Rules introduced two new regulatory reporting forms for investment companies, Form N-PORT and Form N-CEN. The Fund's compliance date for Form N-PORT is June 1, 2018, and the Fund will make its initial filing with the SEC on Form N-PORT for the period ending March 31, 2019. Effective with the period ended June 30, 2018, the Fund will be required to maintain, and make available to the SEC upon request, the information required to be included in Form N-PORT. Form N-PORT will replace Form N-Q filings effective with the requirement to file the Form N-PORT with the SEC for the period ending March 31, 2019. The Fund's compliance date for Form N-CEN is June 1, 2018, and the Fund will make its initial filing on Form N-CEN for the period ending December 31, 2018. Form N-CEN will replace Form N-SAR filings. The Fund's adoption of these amendments has no effect on the Fund's net assets or results of operations.
In March 2017, the FASB issued Accounting Standards Update No. 2017-08 "Premium Amortization on Purchased Callable Debt Securities" ("ASU 2017-08"), which shortens the premium amortization period for purchased non-contingently callable debt securities. ASU 2017-08 specifies that the premium amortization period ends at the earliest call date, for purchased non-contingently callable debt securities. ASU 2017-08 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Management is currently evaluating the implications of ASU 2017-08 and its impact on the financial statements and related disclosures has not yet been determined.
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.
14
Supplemental Information
Victory Variable Insurance Funds June 30, 2018
(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, 42 portfolios in Victory Portfolios and 20 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, 66 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016- December 2017). | |
Nigel D.T. Andrews, 71 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Director, Old Mutual US Asset Management (2002-2014). | |
E. Lee Beard, 67* | | Trustee | | February 2005 | | Retired (since 2015); Consultant, The Henlee Group, LLC (consulting) (2005-2015). | | None. | |
Dennis M. Bushe, 74 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
Sally M. Dungan, 64 | | Trustee | | February 2011 | | Chief Investment Officer, Tufts University (since 2002). | | None. | |
John L. Kelly, 65 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016-September 2017); Advisor (January 2016-April 2016) and Managing Partner (August 2014-January 2016), Endgate Commodities LLC; Chief Operating Officer, Liquidnet Holdings, Inc. (2011-2014). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer, 61* | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, 57 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012); Trustee, RS Investment Trust and RS Variable Products Trust (November 2007-July 2016). | |
Leigh A. Wilson, 73 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | | | | | | | | | |
David C. Brown, 46** | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since August 2013), Co-Chief Executive Officer (2011-2013), the Adviser; Chairman and Chief Executive Officer, Victory Capital Holdings, Inc. (since 2013). | | 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.
15
Supplemental Information — continued
Victory Variable Insurance Funds June 30, 2018
(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. 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, 56 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, 49 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser (since 2015); Senior Analyst, Fund Administration, the Adviser (prior to 2015). | |
Erin G. Wagner, 44 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, 53 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, 34 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017), Chief Financial Officer, Victory Capital Advisers, Inc. (since 2018). | |
Colin Kinney, 44 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, 58 | | 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, 64 | | Assistant Secretary | | February 1998 | | Partner, Shearman & Sterling LLP (since 2018); Partner, Morrison & Foerster LLP (2011-2017). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
16
Supplemental Information — continued
Victory Variable Insurance Funds June 30, 2018
(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's website at www.sec.gov.
Information relating to how the Fund voted proxies relating to portfolio securities held during the most recent twelve months ended June 30 is available on the SEC's website at www.sec.gov.
Availability of Schedules of Portfolio Investments:
The Trust files a complete list of Schedules of Portfolio 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, 2018 through June 30, 2018.
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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 969.30 | | | $ | 4.69 | | | | 0.96 | % | |
*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 1/1/18 | | Ending Account Value 6/30/18 | | Expenses Paid During Period* 1/1/18-6/30/18 | | Annualized Expense Ratio During Period 1/1/18-6/30/18 | |
$ | 1,000.00 | | | $ | 1,020.03 | | | $ | 4.81 | | | | 0.96 | % | |
*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).
17
Supplemental Information — continued
Victory Variable Insurance Funds June 30, 2018
(Unaudited)
Portfolio Holdings:
(As a Percentage of Total Investments)
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18
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic and procedural safeguards to guard your personal information.*
*You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
![](https://capedge.com/proxy/N-CSRS/0001104659-18-053482/j181529610_za005.jpg)
Visit our web site at: www.vcm.com | | Call Victory at: 800-539-FUND (800-539-3863) | |
VF-VIDS-SAR (06/18)
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 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. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Not applicable.
Item 13. 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 | |