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, OH 43219
(Name and address of agent for service)
Registrant’s telephone number, including area code: 800-539-3863
Date of fiscal year end: December 31
Date of reporting period: December 31, 2020
Item 1. Reports to Stockholders.
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December 31, 2020
Annual Report
Victory Variable Insurance Funds
Victory INCORE Investment Quality Bond VIP Series
Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail from the insurance company that issued your variable annuity and variable life insurance contract, unless you specifically request paper copies of the reports from your insurance company. Instead, the reports will be made available on www.victoryfunds.com. The insurance company that offers your contract may also make these reports available on a website, and such insurance company will notify you by mail each time a report is posted and provide you with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company electronically by following the instructions provided by the insurance company.
If offered by your insurance company, you may elect to receive all future reports in paper and free of charge from the insurance company. You can inform your insurance company that you wish to continue receiving paper copies of your reports. Your election to receive reports in paper will apply to all funds available under your contract.
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
Shareholder Letter (Unaudited) | | | 3 | | |
Managers' Commentary (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 7 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 8 | | |
Schedule of Portfolio Investments | | | 9 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 19 | | |
Statement of Operations | | | 20 | | |
Statements of Changes in Net Assets | | | 21 | | |
Financial Highlights | | | 22 | | |
Notes to Financial Statements | | | 24 | | |
Report of Independent Registered Public Accounting Firm | | | 36 | | |
Supplemental Information (Unaudited) | |
Trustees' and Officers' Information | | | 37 | | |
Proxy Voting and Portfolio Holdings Information | | | 40 | | |
Expense Example | | | 40 | | |
Advisory Contract Renewal | | | 41 | | |
Privacy Policy (inside back cover) | | | |
The Fund is distributed by Victory Capital Services, 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 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
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2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
When we look back on 2020, we will undoubtedly remember it as an extraordinary year. A year ago, no one could have imagined the unusual events that would challenge us personally, professionally, and collectively as a nation. But in retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.
The year began with rudimentary worries, such as economic growth rates, trade deals, and interest rates. But a novel coronavirus and the subsequent worldwide spread of COVID-19 became an unprecedented event. To combat the pandemic, governments everywhere issued austere shelter-in-place orders, and the global economy slowed markedly. Equity markets sold off sharply in March and April, and second quarter U.S. GDP contracted by an alarming annual rate of 31.4%.
It's no surprise that so many investors flocked to the perceived safety of U.S. Treasurys. Meanwhile, liquidity evaporated (for a short spell) in many other segments of the fixed income market, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.
A response, however, came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action — cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).
It was impressive how quickly those actions helped end the stock market's freefall and restore order across much of the fixed-income universe. The rebound was almost as robust as the drawdown, and third-quarter GDP (the most recent finalized data available) grew at a 33.4% annualized rate.
Late in the year, markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter when it became clear the United States Congress would provide another dose of fiscal stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.
Through all the unprecedented events and extreme volatility, the S&P 500® Index registered an impressive annual return of 18.40% for the 12-month period ended December 31, 2020. Meanwhile, the yield on 10-year U.S. Treasurys declined 95 basis points over the same period, reflecting both the Fed's interest rate cuts and its pledge to keep rates low longer. The yield on 10-Year U.S. Treasurys was 0.93% as of December 31, 2020.
While markets endured and performed admirably during 2020, perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to
3
remain focused on your long-term investment goals and avoid making emotional decisions. Moreover, we continue to have confidence in all of Victory Capital's autonomous Investment Franchises and their ability to navigate the ups and downs.
On the following pages, you will find information relating to your Victory Funds investment. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863, or visit our website at www.vcm.com.
My colleagues and I sincerely appreciate the confidence you have placed in the Victory Funds, and we value the opportunity to help meet your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116162_bc003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory INCORE Investment Quality Bond VIP Series
Managers' Commentary
(Unaudited)
What were the market conditions during the reporting period?
As we end one of the most turbulent years in economic history, markets remain near all-time highs, driven by unprecedented levels of monetary and fiscal stimulus. The U.S. economy experienced its single largest economic loss in the nation's history, contracting by 31.4% during the second quarter of 2020. The dramatic second-quarter collapse in economic activity has been followed by consecutive quarters of robust economic growth. Specifically, third-quarter U.S. gross domestic product ("GDP") rebounded by a robust 33.4%, and the Atlanta Fed's GDPNow forecasting model predicts fourth-quarter growth to print around 8.6%. While the GDPNow forecast will likely vary from the final U.S. GDP growth figure, what we can take away from the estimate is that the recovery has been quicker than anticipated.
Despite a better-than-expected economic recovery, much has hinged on the overwhelming amount of fiscal and monetary stimulus injected into the economy. Since March, the U.S. Federal Reserve (the "Fed") has provided trillions in monetary stimulus. Monetary policy has helped stabilize and buoy financial markets, but it is the fiscal stimulus that has supported the rebound in actual economic activity. The U.S. Congress has passed three rounds of fiscal stimulus since March totaling an additional $4 trillion, which is equivalent to nearly 20% of U.S. GDP in 2019.
It is difficult to estimate the long-term consequences of unprecedented fiscal and monetary stimulus. The Fed, U.S. Treasury, and U.S. Congress are embarking upon a grand experiment in Modern Monetary Theory ("MMT"), where massive fiscal deficits purportedly do not matter for countries that control their own currency. In the short run, we believe monetary and fiscal stimulus is likely to be supportive of economic growth and market valuations. We worry that early success with MMT may lead to long-term unintended economic consequences later in the decade.
We remain concerned about the possible long-term inflationary effects of continued MMT, but thus far the Fed's preferred measure of inflation, Core PCE, remains below their long-term 2% objective. Furthermore, the Fed seems intent on anchoring front-end interest rates near zero for the foreseeable future in order to meet, or exceed, their target. As a result, we do not expect much movement in short-term interest rates; however, we remain concerned about the impact continued stimulus combined with the Fed's newly announced inflation-targeting policy could have on intermediate- and long-end interest rates. These concerns are motivating us to position accounts relatively short duration versus benchmarks going into 2021.
How did Victory INCORE Investment Quality Bond VIP Series (the "Fund") perform during the reporting period?
The Fund seeks to provide a high level of current income and capital appreciation without undue risk to principal. The Fund returned 8.35% for the year ended December 31, 2020, outperforming the Bloomberg Barclays U.S. Aggregate Bond Index (the "Index"), which returned 7.51% during the reporting period.
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Victory Variable Insurance Funds
Victory INCORE Investment Quality Bond VIP Series (continued)
Managers' Commentary (continued)
What strategies did you employ during the reporting period?
The Fund came into 2020 overweight agency mortgages and relatively light corporate credit exposure, with only a modest overweight to 0-3-year BBB corporate credit. During the late part of the first quarter and beginning part of the second quarter, during the worst of the market rout, we moved to a large overweight position in corporate credit across the curve. We maintained this corporate credit overweight as we ended the year. The Fund greatly benefited from this positioning during the year.
We believe that with yields on short- and intermediate-term U.S. Treasurys near historic lows, investors have no other reasonable alternative but to invest in high-quality corporate and consumer credit. We do not believe investors are receiving enough yield or duration benefit from owning U.S. Treasurys at current levels. As a result, we added a significant overweight to corporate credit at discounted valuations late in the first quarter and beginning part of the second quarter. We maintained this overweight at year-end and continue to selectively add high-grade corporates across the curve as opportunities present themselves. This positioning has been additive to performance over the year, helping the Fund outpace the Index for 2020.
As we enter a new year, we believe massive monetary and fiscal stimulus will continue to buoy markets as both the incoming Biden administration and the Fed seem interested in continuing the MMT experiment in the near term. However, it is likely to be a volatile and uncertain time as the long-term effects of MMT are unknown. The key attributes we strive for when positioning client portfolios for an uncertain outlook are quality, balance and diversification. We believe we are well positioned across our portfolios for this uncertain environment, and we believe being overweight credit and underweight duration versus the Index should be additive to performance as we enter the coming year.
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Victory Variable Insurance Funds
Victory INCORE Investment Quality Bond VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2020
| | Class I | | | |
INCEPTION DATE | | 5/1/83 | | | |
| | Net Asset Value | | Bloomberg Barclays U.S. Aggregate Bond Index1 | |
One Year | | | 8.35 | % | | | 7.51 | % | |
Five Year | | | 4.62 | % | | | 4.44 | % | |
Ten Year | | | 4.05 | % | | | 3.84 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.
Victory INCORE Investment Quality Bond VIP Series — Growth of $10,000
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1The Bloomberg Barclays U.S. Aggregate Bond Index is generally considered to be representative of U.S. bond market activity. This index does not include the effect of sale charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Past performance is not indicative of future results.
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Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | December 31, 2020 | |
(Unaudited)
Investment Objective & Portfolio Holdings:
Victory INCORE Investment Quality Bond VIP Series seeks to provide a high level of current income and capital appreciation without undue risk to principal.
Sector Allocation*:
December 31, 2020
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116162_bc005.jpg)
* Does not include futures, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
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Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Asset-Backed Securities (0.7%) | |
AmeriCredit Automobile Receivables Trust, Series 2018-1, Class B, 3.26%, 1/18/24, Callable 10/18/22 @ 100 (a) | | $ | 1,000,000 | | | $ | 1,015,707 | | |
Santander Drive Auto Receivables Trust, Series 2020-1, Class A2A, 2.07%, 1/17/23, Callable 8/15/23 @ 100 (a) | | | 703,357 | | | | 706,472 | | |
Synchrony Credit Card Master Note Trust, Series 2018-1, Class A, 2.97%, 3/15/24 | | | 2,585,000 | | | | 2,598,137 | | |
Total Asset-Backed Securities (Cost $4,295,484) | | | 4,320,316 | | |
Collateralized Mortgage Obligations (1.0%) | |
BANK, Series 2020-BN26, Class AS, 2.69%, 3/15/63, Callable 3/15/30 @ 100 | | | 2,590,000 | | | | 2,782,688 | | |
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AS, 2.92%, 2/15/53 | | | 2,241,000 | | | | 2,458,259 | | |
DBUBS Mortgage Trust, Series 2011-LC1A, Class A3, 5.00%, 11/10/46 (a) (b) | | | 612,623 | | | | 613,456 | | |
Total Collateralized Mortgage Obligations (Cost $5,679,363) | | | 5,854,403 | | |
Preferred Stocks (2.0%) | |
Financials (0.7%): | |
AMG Capital Trust II, 10/15/37, 5.15% | | | 4,925 | | | | 239,035 | | |
Bank of America Corp., Series L, 7.25% (c) | | | 835 | | | | 1,268,014 | | |
KKR & Co., Inc., Series C, 9/15/23, 6.00% | | | 17,202 | | | | 1,036,936 | | |
Wells Fargo & Co., Series L, 7.50% (c) | | | 995 | | | | 1,510,311 | | |
| | | 4,054,296 | | |
Health Care (0.2%): | |
Danaher Corp., Series B, 4/15/23, 5.00% (d) | | | 845 | | | | 1,099,430 | | |
Industrials (0.2%): | |
Stanley Black & Decker, Inc., 11/15/22, 5.25% | | | 12,450 | | | | 1,392,408 | | |
Utilities (0.9%): | |
American Electric Power Co., Inc., 8/15/23, 6.13% | | | 4,515 | | | | 228,594 | | |
CenterPoint Energy, Inc., 4.57%, 9/15/29 (f) | | | 8,930 | | | | 553,124 | | |
Dominion Energy, Inc., Series A, 6/1/22, 7.25% | | | 13,435 | | | | 1,347,933 | | |
DTE Energy Co., 11/1/22, 6.25% | | | 17,918 | | | | 862,573 | | |
NextEra Energy, Inc., 3/1/23, 5.28% | | | 23,325 | | | | 1,185,843 | | |
The Southern Co., Series 2019, 8/1/22, 6.75% | | | 20,905 | | | | 1,084,970 | | |
| | | 5,263,037 | | |
Total Preferred Stocks (Cost $11,485,992) | | | 11,809,171 | | |
Corporate Bonds (52.9%) | |
Communication Services (2.3%): | |
Alphabet, Inc., 2.05%, 8/15/50, Callable 2/15/50 @ 100 | | | 1,446,000 | | | | 1,378,269 | | |
AT&T, Inc. 4.25%, 3/1/27, Callable 12/1/26 @ 100 (a) | | | 1,140,000 | | | | 1,331,987 | | |
1.65%, 2/1/28, Callable 12/1/27 @ 100 | | | 919,000 | | | | 939,310 | | |
5.15%, 11/15/46, Callable 5/15/46 @ 100 (a) | | | 2,433,000 | | | | 3,142,171 | | |
See notes to financial statements.
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Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
CenturyLink, Inc., 6.75%, 12/1/23 | | $ | 962,000 | | | $ | 1,070,533 | | |
Comcast Corp. 3.45%, 2/1/50, Callable 8/1/49 @ 100 | | | 1,346,000 | | | | 1,581,186 | | |
2.80%, 1/15/51, Callable 7/15/50 @ 100 | | | 1,016,000 | | | | 1,058,205 | | |
Sirius XM Radio, Inc., 4.13%, 7/1/30, Callable 7/1/25 @ 102.06 (b) | | | 1,190,000 | | | | 1,266,541 | | |
Verizon Communications, Inc. 5.15%, 9/15/23 (a) | | | 1,262,000 | | | | 1,422,413 | | |
3.38%, 2/15/25 (a) | | | 1,017,000 | | | | 1,129,287 | | |
| | | 14,319,902 | | |
Consumer Discretionary (5.7%): | |
Booking Holdings, Inc. 0.90%, 9/15/21 | | | 245,000 | | | | 283,962 | | |
0.75%, 5/1/25 (b) (d) | | | 840,000 | | | | 1,220,358 | | |
D.R. Horton, Inc., 2.50%, 10/15/24, Callable 9/15/24 @ 100 | | | 5,960,000 | | | | 6,360,571 | | |
Dana, Inc., 5.63%, 6/15/28, Callable 6/15/23 @ 102.81 | | | 923,000 | | | | 994,920 | | |
Expedia Group, Inc., 3.60%, 12/15/23, Callable 11/15/23 @ 100 (b) (d) | | | 1,712,000 | | | | 1,827,303 | | |
General Motors Co., 4.88%, 10/2/23 (a) | | | 1,976,000 | | | | 2,193,735 | | |
Hasbro, Inc., 2.60%, 11/19/22 | | | 2,412,000 | | | | 2,499,724 | | |
Hilton Domestic Operating Co., Inc., 4.88%, 1/15/30, Callable 1/15/25 @ 102.44 | | | 936,000 | | | | 1,026,764 | | |
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 4.88%, 4/1/27, Callable 4/1/22 @ 102.44 | | | 1,115,000 | | | | 1,178,756 | | |
Lear Corp., 3.50%, 5/30/30, Callable 2/28/30 @ 100 | | | 994,000 | | | | 1,086,094 | | |
Lennar Corp., 5.00%, 6/15/27, Callable 12/15/26 @ 100 | | | 1,781,000 | | | | 2,101,117 | | |
Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100 | | | 2,784,000 | | | | 2,976,541 | | |
NIKE, Inc., 3.88%, 11/1/45, Callable 5/1/45 @ 100 | | | 2,026,000 | | | | 2,627,499 | | |
NVR, Inc. 3.95%, 9/15/22, Callable 6/15/22 @ 100 (a) | | | 2,375,000 | | | | 2,498,168 | | |
3.00%, 5/15/30, Callable 11/15/29 @ 100 | | | 2,303,000 | | | | 2,511,030 | | |
Ross Stores, Inc. 3.38%, 9/15/24, Callable 6/15/24 @ 100 | | | 1,220,000 | | | | 1,309,792 | | |
0.88%, 4/15/26, Callable 3/15/26 @ 100 | | | 1,552,000 | | | | 1,550,246 | | |
| | | 34,246,580 | | |
Consumer Staples (3.1%): | |
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (a) | | | 1,731,000 | | | | 2,008,029 | | |
BAT Capital Corp., 5.28%, 4/2/50, Callable 10/2/49 @ 100 | | | 1,436,000 | | | | 1,771,464 | | |
Church & Dwight Co., Inc., 2.45%, 8/1/22, Callable 7/1/22 @ 100 (a) | | | 620,000 | | | | 638,420 | | |
Estee Lauder Cos., Inc., 4.15%, 3/15/47, Callable 9/15/46 @ 100 (d) | | | 1,000,000 | | | | 1,318,050 | | |
Hormel Foods Corp., 1.80%, 6/11/30, Callable 3/11/30 @ 100 | | | 2,863,000 | | | | 2,960,142 | | |
Keurig Dr Pepper, Inc., 4.06%, 5/25/23, Callable 4/25/23 @ 100 (a) | | | 3,070,000 | | | | 3,336,138 | | |
Molson Coors Beverage Co., 4.20%, 7/15/46, Callable 1/15/46 @ 100 | | | 793,000 | | | | 907,248 | | |
Reynolds American, Inc., 5.70%, 8/15/35, Callable 2/15/35 @ 100 | | | 1,835,000 | | | | 2,328,597 | | |
The Coca-Cola Co., 2.95%, 3/25/25 (d) | | | 2,270,000 | | | | 2,503,106 | | |
Tyson Foods, Inc., 5.10%, 9/28/48, Callable 3/28/48 @ 100 | | | 691,000 | | | | 989,270 | | |
| | | 18,760,464 | | |
See notes to financial statements.
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Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Energy (3.7%): | |
Chevron USA, Inc., 1.02%, 8/12/27, Callable 6/12/27 @ 100 | | $ | 2,732,000 | | | $ | 2,735,852 | | |
Continental Resources, Inc., 4.50%, 4/15/23, Callable 1/15/23 @ 100 (a) | | | 2,084,000 | | | | 2,147,687 | | |
EOG Resources, Inc., 4.95%, 4/15/50, Callable 10/15/49 @ 100 | | | 1,196,000 | | | | 1,624,168 | | |
EQM Midstream Partners LP, 4.75%, 7/15/23, Callable 6/15/23 @ 100 (a) | | | 2,186,000 | | | | 2,293,529 | | |
HollyFrontier Corp., 2.63%, 10/1/23 | | | 2,069,000 | | | | 2,114,766 | | |
Phillips 66 Partners LP, 4.90%, 10/1/46, Callable 4/1/46 @ 100 | | | 1,508,000 | | | | 1,695,369 | | |
Pioneer Natural Resources Co. 0.25%, 5/15/25 (b) | | | 940,000 | | | | 1,248,967 | | |
1.90%, 8/15/30, Callable 5/15/30 @ 100 | | | 1,976,000 | | | | 1,958,967 | | |
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100 (a) | | | 2,215,000 | | | | 2,288,915 | | |
Valero Energy Corp. 4.00%, 4/1/29, Callable 1/1/29 @ 100 (a) | | | 910,000 | | | | 1,024,059 | | |
6.63%, 6/15/37 | | | 2,520,000 | | | | 3,341,899 | | |
| | | 22,474,178 | | |
Financials (13.5%): | |
Aflac, Inc. 2.88%, 10/15/26, Callable 7/15/26 @ 100 | | | 2,450,000 | | | | 2,709,210 | | |
4.75%, 1/15/49, Callable 7/15/48 @ 100 | | | 341,000 | | | | 475,828 | | |
Alleghany Corp. 3.63%, 5/15/30, Callable 2/15/30 @ 100 | | | 965,000 | | | | 1,092,187 | | |
4.90%, 9/15/44, Callable 3/15/44 @ 100 | | | 1,648,000 | | | | 2,125,706 | | |
Ares Capital Corp., 4.63%, 3/1/24 | | | 1,370,000 | | | | 1,441,925 | | |
Bank of America Corp. 2.50%, 10/21/22, Callable 10/21/21 @ 100, MTN | | | 3,500,000 | | | | 3,562,790 | | |
4.20%, 8/26/24, MTN (a) | | | 1,400,000 | | | | 1,569,078 | | |
3.25%, 10/21/27, Callable 10/21/26 @ 100, MTN | | | 1,775,000 | | | | 1,987,769 | | |
Capital One Financial Corp., 3.30%, 10/30/24, Callable 9/30/24 @ 100 (a) | | | 1,935,000 | | | | 2,126,759 | | |
Cincinnati Financial Corp., 6.13%, 11/1/34 | | | 1,795,000 | | | | 2,508,872 | | |
Citigroup, Inc. 2.75%, 4/25/22, Callable 3/25/22 @ 100 | | | 3,443,000 | | | | 3,545,154 | | |
3.88%, 3/26/25 | | | 929,000 | | | | 1,040,062 | | |
4.60%, 3/9/26 (a) | | | 873,000 | | | | 1,023,811 | | |
4.45%, 9/29/27 (a) | | | 1,000,000 | | | | 1,181,090 | | |
3.88% (LIBOR03M+117bps), 1/24/39, Callable 1/24/38 @ 100 (e) | | | 813,000 | | | | 973,259 | | |
Fifth Third Bancorp 1.63%, 5/5/23, Callable 4/5/23 @ 100 | | | 1,165,000 | | | | 1,198,773 | | |
3.65%, 1/25/24, Callable 12/25/23 @ 100 (a) | | | 5,053,000 | | | | 5,509,841 | | |
Ford Motor Credit Co. LLC, 4.06%, 11/1/24, Callable 10/1/24 @ 100 | | | 2,510,000 | | | | 2,634,169 | | |
General Motors Financial Co., Inc., 4.15%, 6/19/23, Callable 5/19/23 @ 100 | | | 966,000 | | | | 1,040,218 | | |
Globe Life, Inc., 2.15%, 8/15/30, Callable 5/15/30 @ 100 | | | 2,094,000 | | | | 2,126,666 | | |
JPMorgan Chase & Co. 2.95%, 10/1/26, Callable 7/1/26 @ 100 | | | 3,400,000 | | | | 3,774,918 | | |
5.60%, 7/15/41 | | | 980,000 | | | | 1,475,762 | | |
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (b) | | | 1,015,000 | | | | 1,088,588 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Morgan Stanley 4.88%, 11/1/22 (a) | | $ | 2,718,000 | | | $ | 2,929,922 | | |
3.75%, 2/25/23 (a) | | | 3,000,000 | | | | 3,215,850 | | |
3.13%, 7/27/26, MTN | | | 5,500,000 | | | | 6,148,615 | | |
Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22 | | | 895,000 | | | | 965,285 | | |
SVB Financial Group, 3.13%, 6/5/30, Callable 3/5/30 @ 100 | | | 3,110,000 | | | | 3,502,700 | | |
The Goldman Sachs Group, Inc., 5.75%, 1/24/22 (a) | | | 2,750,000 | | | | 2,905,953 | | |
Truist Financial Corp., 2.75%, 4/1/22, MTN, Callable 3/1/22 @ 100 | | | 3,550,000 | | | | 3,651,140 | | |
Unum Group, 4.00%, 6/15/29, Callable 3/15/29 @ 100 | | | 1,713,000 | | | | 1,929,523 | | |
Wachovia Corp., 5.50%, 8/1/35 (a) | | | 1,000,000 | | | | 1,345,680 | | |
Wells Fargo & Co. 4.30%, 7/22/27, MTN | | | 3,553,000 | | | | 4,166,674 | | |
4.90%, 11/17/45 (a) | | | 890,000 | | | | 1,184,626 | | |
Zions Bancorp NA, 3.25%, 10/29/29, Callable 7/29/29 @ 100 | | | 2,000,000 | | | | 2,101,780 | | |
| | | 80,260,183 | | |
Health Care (6.3%): | |
AbbVie, Inc. 3.85%, 6/15/24, Callable 3/15/24 @ 100 | | | 3,000,000 | | | | 3,304,050 | | |
3.20%, 11/21/29, Callable 8/21/29 @ 100 | | | 2,580,000 | | | | 2,906,112 | | |
4.45%, 5/14/46, Callable 11/14/45 @ 100 | | | 1,203,000 | | | | 1,531,383 | | |
Amgen, Inc., 4.40%, 5/1/45, Callable 11/1/44 @ 100 | | | 1,825,000 | | | | 2,308,954 | | |
Anthem, Inc. 2.38%, 1/15/25, Callable 12/15/24 @ 100 | | | 1,278,000 | | | | 1,365,952 | | |
2.75%, 10/15/42 | | | 295,000 | | | | 1,321,571 | | |
Baxter International, Inc., 3.50%, 8/15/46, Callable 2/15/46 @ 100 | | | 862,000 | | | | 982,223 | | |
Bristol-Myers Squibb Co., 3.40%, 7/26/29, Callable 4/26/29 @ 100 | | | 4,580,000 | | | | 5,324,113 | | |
Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13 | | | 1,410,000 | | | | 1,500,734 | | |
Gilead Sciences, Inc., 4.40%, 12/1/21, Callable 9/1/21 @ 100 (a) | | | 6,150,000 | | | | 6,313,282 | | |
HCA, Inc., 4.13%, 6/15/29, Callable 3/15/29 @ 100 | | | 1,716,000 | | | | 1,992,190 | | |
Hologic, Inc., 3.25%, 2/15/29, Callable 9/28/23 @ 101.63 (b) | | | 2,186,000 | | | | 2,230,004 | | |
Humana, Inc., 2.90%, 12/15/22, Callable 11/15/22 @ 100 (a) | | | 1,234,000 | | | | 1,290,209 | | |
Illumina, Inc. 0.50%, 6/15/21 | | | 570,000 | | | | 832,983 | | |
8/15/23 (d) | | | 465,000 | | | | 524,104 | | |
Merck & Co., Inc., 2.45%, 6/24/50, Callable 12/24/49 @ 100 | | | 1,063,000 | | | | 1,101,002 | | |
Regeneron Pharmaceuticals, Inc., 2.80%, 9/15/50, Callable 3/15/50 @ 100 | | | 1,153,000 | | | | 1,116,600 | | |
Teladoc Health, Inc., 1.25%, 6/1/27 (b) | | | 500,000 | | | | 598,852 | | |
Universal Health Services, Inc., 2.65%, 10/15/30, Callable 7/15/30 @ 100 (b) | | | 854,000 | | | | 886,990 | | |
Upjohn, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100 (b) | | | 730,000 | | | | 775,267 | | |
| | | 38,206,575 | | |
Industrials (5.0%): | |
Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100 | | | 2,036,000 | | | | 2,065,238 | | |
Carlisle Cos., Inc., 2.75%, 3/1/30, Callable 12/1/29 @ 100 | | | 1,356,000 | | | | 1,455,178 | | |
CSX Corp., 3.35%, 9/15/49, Callable 3/15/49 @ 100 | | | 1,635,000 | | | | 1,880,430 | | |
Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (a) | | | 2,465,000 | | | | 2,522,114 | | |
Fortive Corp., 0.88%, 2/15/22 | | | 1,355,000 | | | | 1,393,867 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Hillenbrand, Inc., 4.50%, 9/15/26, Callable 7/15/26 @ 100 | | $ | 3,720,000 | | | $ | 4,172,240 | | |
Oshkosh Corp., 3.10%, 3/1/30, Callable 12/1/29 @ 100 | | | 1,190,000 | | | | 1,295,482 | | |
PACCAR Financial Corp., 0.80%, 6/8/23, MTN | | | 1,785,000 | | | | 1,804,010 | | |
Rockwell Automation, Inc. 3.50%, 3/1/29, Callable 12/1/28 @ 100 | | | 1,270,000 | | | | 1,479,004 | | |
6.25%, 12/1/37 | | | 1,151,000 | | | | 1,675,568 | | |
Roper Technologies, Inc., 2.95%, 9/15/29, Callable 6/15/29 @ 100 (a) | | | 2,989,000 | | | | 3,287,541 | | |
Sensata Technologies, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (b) | | | 1,094,000 | | | | 1,133,296 | | |
Snap-on, Inc., 4.10%, 3/1/48, Callable 9/1/47 @ 100 | | | 1,100,000 | | | | 1,415,227 | | |
Southwest Airlines Co., 1.25%, 5/1/25 | | | 830,000 | | | | 1,205,575 | | |
Valmont Industries, Inc., 5.00%, 10/1/44, Callable 4/1/44 @ 100 (a) | | | 2,603,000 | | | | 3,050,872 | | |
| | | 29,835,642 | | |
Information Technology (6.3%): | |
Akamai Technologies, Inc., 0.13%, 5/1/25 | | | 695,000 | | | | 860,164 | | |
Apple, Inc., 4.65%, 2/23/46, Callable 8/23/45 @ 100 | | | 974,000 | | | | 1,390,210 | | |
Broadcom Corp., 3.00%, 1/15/22, Callable 12/15/21 @ 100 (a) (d) | | | 1,448,000 | | | | 1,482,028 | | |
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.63%, 1/15/24, Callable 11/15/23 @ 100 (a) (d) | | | 3,175,000 | | | | 3,434,461 | | |
Broadcom, Inc., 5.00%, 4/15/30, Callable 1/15/30 @ 100 | | | 1,300,000 | | | | 1,581,086 | | |
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 (d) | | | 2,969,000 | | | | 3,332,969 | | |
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 | | | 1,020,000 | | | | 1,153,018 | | |
Intel Corp., 3.40%, 3/25/25, Callable 2/25/25 @ 100 (d) | | | 1,991,000 | | | | 2,211,643 | | |
Micron Technology, Inc. 4.19%, 2/15/27, Callable 12/15/26 @ 100 | | | 1,116,000 | | | | 1,306,021 | | |
5.33%, 2/6/29, Callable 11/6/28 @ 100 | | | 3,400,000 | | | | 4,257,888 | | |
3.13%, 5/1/32, Callable 5/4/21 @ 100 (f) | | | 150,000 | | | | 1,128,803 | | |
NCR Corp., 5.25%, 10/1/30, Callable 10/1/25 @ 102.63 (b) | | | 729,000 | | | | 783,128 | | |
NetApp, Inc., 3.25%, 12/15/22, Callable 9/15/22 @ 100 | | | 1,345,000 | | | | 1,404,933 | | |
Novellus Systems, Inc., 2.63%, 5/15/41 | | | 26,000 | | | | 382,822 | | |
NVIDIA Corp., 2.20%, 9/16/21, Callable 8/16/21 @ 100 | | | 1,230,000 | | | | 1,244,883 | | |
PayPal Holdings, Inc., 1.65%, 6/1/25, Callable 5/1/25 @ 100 | | | 3,282,000 | | | | 3,432,448 | | |
ServiceNow, Inc., 6/1/22 | | | 43,000 | | | | 175,291 | | |
Texas Instruments, Inc., 4.15%, 5/15/48, Callable 11/15/47 @ 100 | | | 1,299,000 | | | | 1,739,569 | | |
Visa, Inc., 2.00%, 8/15/50, Callable 2/15/50 @ 100 | | | 2,488,000 | | | | 2,366,685 | | |
VMware, Inc., 2.95%, 8/21/22, Callable 7/21/22 @ 100 | | | 3,174,000 | | | | 3,293,787 | | |
Western Digital Corp., 1.50%, 2/1/24 | | | 1,190,000 | | | | 1,182,796 | | |
| | | 38,144,633 | | |
Materials (1.3%): | |
Celanese US Holdings LLC, 4.63%, 11/15/22 (a) | | | 1,870,000 | | | | 2,007,520 | | |
Domtar Corp., 6.75%, 2/15/44, Callable 8/15/43 @ 100 | | | 1,465,000 | | | | 1,848,229 | | |
Nucor Corp., 2.00%, 6/1/25, Callable 5/1/25 @ 100 | | | 1,265,000 | | | | 1,337,965 | | |
Steel Dynamics, Inc. 2.40%, 6/15/25, Callable 5/15/25 @ 100 | | | 392,000 | | | | 417,331 | | |
1.65%, 10/15/27, Callable 8/15/27 @ 100 | | | 855,000 | | | | 878,735 | | |
3.25%, 10/15/50, Callable 4/15/50 @ 100 | | | 1,511,000 | | | | 1,570,307 | | |
| | | 8,060,087 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Real Estate (2.9%): | |
Duke Realty LP, 3.05%, 3/1/50, Callable 9/1/49 @ 100 | | $ | 1,407,000 | | | $ | 1,527,833 | | |
Highwoods Realty LP, 3.63%, 1/15/23, Callable 10/15/22 @ 100 | | | 5,523,000 | | | | 5,750,106 | | |
Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (b) | | | 910,000 | | | | 984,866 | | |
Physicians Realty LP, 3.95%, 1/15/28, Callable 10/15/27 @ 100 | | | 1,180,000 | | | | 1,269,597 | | |
Piedmont Operating Partnership LP, 3.15%, 8/15/30, Callable 5/15/30 @ 100 | | | 1,167,000 | | | | 1,182,568 | | |
Regency Centers LP, 4.65%, 3/15/49, Callable 9/15/48 @ 100 | | | 605,000 | | | | 720,083 | | |
Retail Properties of America, Inc., 4.00%, 3/15/25, Callable 12/15/24 @ 100 | | | 3,006,000 | | | | 3,087,102 | | |
Sabra Health Care LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100 | | | 1,230,000 | | | | 1,374,808 | | |
STORE Capital Corp., 2.75%, 11/18/30, Callable 8/18/30 @ 100 | | | 1,570,000 | | | | 1,595,544 | | |
| | | 17,492,507 | | |
Utilities (2.8%): | |
Ameren Illinois Co., 1.55%, 11/15/30, Callable 8/15/30 @ 100 | | | 1,910,000 | | | | 1,925,452 | | |
Arizona Public Service Co., 2.95%, 9/15/27, Callable 6/15/27 @ 100 | | | 1,800,000 | | | | 1,981,620 | | |
Consolidated Edison, Inc., 6.30%, 8/15/37 | | | 1,870,000 | | | | 2,717,671 | | |
Nevada Power Co., 6.65%, 4/1/36 (a) (d) | | | 600,000 | | | | 908,280 | | |
NextEra Energy Capital Holdings, Inc., 2.80%, 1/15/23, Callable 12/15/22 @ 100 (a) | | | 2,765,000 | | | | 2,894,872 | | |
Oklahoma G&E Co., 5.25%, 5/15/41, Callable 11/15/40 @ 100 | | | 1,546,000 | | | | 2,063,044 | | |
Public Service Electric & Gas Co., 4.00%, 6/1/44, Callable 12/1/43 @ 100 | | | 1,289,000 | | | | 1,567,205 | | |
Vistra Operations Co. LLC, 3.70%, 1/30/27, Callable 11/30/26 @ 100 (b) | | | 2,579,000 | | | | 2,839,814 | | |
| | | 16,897,958 | | |
Total Corporate Bonds (Cost $297,628,317) | | | 318,698,709 | | |
Residential Mortgage-Backed Securities (0.3%) | |
Bear Stearns Alt-A Trust, Series 2003-3, Class 2A, 2.97%, 10/25/33, Callable 1/25/21 @ 100 (a) (g) | | | 787,081 | | | | 787,081 | | |
Credit Suisse First Boston Mortgage Securities Corp., Series 2002-HE16, Class M1, 1.47% (LIBOR01M+132bps), 10/25/32, Callable 1/25/21 @ 100 (e) | | | 701,320 | | | | 703,253 | | |
JPMorgan Mortgage Trust, Series 2016-4, Class A5, 3.50%, 10/25/46, Callable 12/25/22 @ 100 (a) (b) (g) | | | 428,864 | | | | 430,587 | | |
Total Residential Mortgage-Backed Securities (Cost $1,917,594) | | | 1,920,921 | | |
Yankee Dollars (9.2%) | |
Communication Services (0.9%): | |
Vodafone Group PLC 3.75%, 1/16/24 | | | 2,537,000 | | | | 2,773,498 | | |
5.25%, 5/30/48 | | | 1,718,000 | | | | 2,385,306 | | |
| | | 5,158,804 | | |
See notes to financial statements.
14
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Consumer Discretionary (0.9%): | |
Magna International, Inc., 3.63%, 6/15/24, Callable 3/15/24 @ 100 | | $ | 4,305,000 | | | $ | 4,713,544 | | |
Consumer Staples (3.1%): | |
Barry Callebaut Services NV, 5.50%, 6/15/23 (b) | | | 5,438,000 | | | | 5,964,833 | | |
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable 1/9/23 @ 100 (a) (b) | | | 5,337,000 | | | | 5,597,606 | | |
Suntory Holdings Ltd. 2.55%, 6/28/22, Callable 5/28/22 @ 100 (a) (b) | | | 4,966,000 | | | | 5,105,992 | | |
2.25%, 10/16/24, Callable 9/16/24 @ 100 (b) | | | 1,600,000 | | | | 1,667,728 | | |
| | | 18,336,159 | | |
Energy (0.9%): | |
Canadian Natural Resources Ltd., 2.95%, 1/15/23, Callable 12/15/22 @ 100 | | | 1,255,000 | | | | 1,312,981 | | |
Ecopetrol SA, 5.88%, 9/18/23 (a) | | | 2,780,000 | | | | 3,106,622 | | |
Statoil ASA, 3.95%, 5/15/43 (d) | | | 930,000 | | | | 1,131,150 | | |
| | | 5,550,753 | | |
Financials (2.0%): | |
Barclays Bank PLC 2/4/25 (a) | | | 635,000 | | | | 798,621 | | |
2/18/25 | | | 545,000 | | | | 603,342 | | |
Enel Finance International NV, 2.88%, 5/25/22 (a) (b) | | | 3,685,000 | | | | 3,803,252 | | |
Newcrest Finance Pty Ltd. 5.75%, 11/15/41 (b) | | | 1,720,000 | | | | 2,402,547 | | |
4.20%, 5/13/50, Callable 11/13/49 @ 100 (b) | | | 365,000 | | | | 448,012 | | |
NXP BV/NXP Funding LLC, 4.63%, 6/1/23 (b) (d) | | | 2,500,000 | | | | 2,735,300 | | |
Total Capital International SA, 2.99%, 6/29/41, Callable 12/29/40 @ 100 | | | 1,431,000 | | | | 1,556,499 | | |
| | | 12,347,573 | | |
Industrials (0.5%): | |
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 6.50%, 7/15/25, Callable 6/15/25 @ 100 | | | 1,250,000 | | | | 1,494,325 | | |
Canadian National Railway Co., 3.20%, 8/2/46, Callable 2/2/46 @ 100 | | | 1,525,000 | | | | 1,799,896 | | |
| | | 3,294,221 | | |
Materials (0.5%): | |
Fresnillo PLC, 4.25%, 10/2/50, Callable 4/2/50 @ 100 (b) | | | 800,000 | | | | 879,584 | | |
Rio Tinto Finance USA Ltd. 3.75%, 6/15/25, Callable 3/15/25 @ 100 | | | 1,415,000 | | | | 1,598,271 | | |
5.20%, 11/2/40 | | | 723,000 | | | | 1,054,850 | | |
| | | 3,532,705 | | |
Utilities (0.4%): | |
Iberdrola International BV 6.75%, 9/15/33 | | | 373,000 | | | | 503,897 | | |
6.75%, 7/15/36 | | | 1,151,000 | | | | 1,755,137 | | |
| | | 2,259,034 | | |
Total Yankee Dollars (Cost $51,716,410) | | | 55,192,793 | | |
See notes to financial statements.
15
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
U.S. Government Mortgage-Backed Agencies (25.8%) | |
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 – 7/1/39 (a) | | $ | 1,495,763 | | | $ | 1,700,154 | | |
Series 4763, Class VC, 4.00%, 4/15/29 | | | 511,251 | | | | 532,276 | | |
Series 4395, Class PA, 2.50%, 4/15/37 – 7/1/50 (a) | | | 4,626,588 | | | | 4,878,757 | | |
7.00%, 9/1/38 (a) | | | 31,141 | | | | 38,136 | | |
Series 4290, Class CA, 3.50%, 12/15/38 – 12/15/48 (a) | | | 11,671,219 | | | | 12,409,848 | | |
4.50%, 1/1/41 – 12/1/45 (a) | | | 5,771,622 | | | | 6,448,443 | | |
Series 4444, Class CH, 3.00%, 1/15/41 (a) | | | 131,324 | | | | 132,966 | | |
Series 4049, Class AB, 2.75%, 12/15/41 (a) | | | 680,249 | | | | 696,224 | | |
Series 4494, Class JA, 3.75%, 5/15/42 (a) | | | 3,661,668 | | | | 3,801,174 | | |
| | | 30,637,978 | | |
Federal National Mortgage Association 6.00%, 8/1/21 – 2/1/37 (a) | | | 2,108,254 | | | | 2,453,419 | | |
5.00%, 4/1/23 – 12/1/39 (a) | | | 889,699 | | | | 1,014,645 | | |
7.50%, 12/1/29 (a) | | | 32,863 | | | | 38,674 | | |
8.00%, 1/1/30 – 9/1/30 (a) | | | 15,714 | | | | 18,627 | | |
7.00%, 2/1/32 – 6/1/32 (a) | | | 29,822 | | | | 36,200 | | |
2.16% (LIBOR12M+166bps), 12/1/36 (a) (e) | | | 93,811 | | | | 95,507 | | |
5.50%, 1/1/38 – 2/1/39 (a) | | | 560,623 | | | | 655,291 | | |
4.50%, 12/1/38 – 5/1/50 (a) | | | 6,082,458 | | | | 6,586,532 | | |
Series 2013-33, Class UD, 2.50%, 4/25/39 – 12/25/47 (a) | | | 13,085,823 | | | | 13,738,228 | | |
3.50%, 8/1/39 – 12/25/50 (a) | | | 24,841,839 | | | | 26,202,520 | | |
3.00%, 6/1/40 – 2/25/49 (a) | | | 43,541,533 | | | | 46,123,720 | | |
4.00%, 11/1/43 – 6/1/49 (a) | | | 19,470,627 | | | | 21,482,228 | | |
| | | 118,445,591 | | |
Government National Mortgage Association 6.00%, 10/15/32 (a) | | | 65,956 | | | | 75,985 | | |
Series 2014-42, Class AD, 2.50%, 7/16/41 | | | 289,896 | | | | 297,176 | | |
3.00%, 8/20/50 | | | 5,915,010 | | | | 6,206,294 | | |
| | | 6,579,455 | | |
Multi-family (0.0%): (h) | |
Collateralized Mortgage Obligations (0.0%): | |
Government National Mortgage Association 6.00%, 12/15/33 (a) | | | 23,979 | | | | 27,901 | | |
Total U.S. Government Mortgage-Backed Agencies (Cost $151,071,373) | | | 155,690,925 | | |
U.S. Treasury Obligations (5.1%) | |
U.S. Treasury Bonds, 1.25%, 5/15/50 | | | 10,690,000 | | | | 9,702,845 | | |
U.S. Treasury Notes 2.00%, 8/15/25 (a) | | | 8,160,000 | | | | 8,790,488 | | |
0.25%, 8/31/25 | | | 8,681,000 | | | | 8,651,837 | | |
0.63%, 5/15/30 (a) | | | 3,407,000 | | | | 3,331,407 | | |
Total U.S. Treasury Obligations (Cost $30,978,633) | | | 30,476,577 | | |
See notes to financial statements.
16
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Collateral for Securities Loaned^ (1.2%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (i) | | | 120,705 | | | $ | 120,705 | | |
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (i) | | | 4,146,922 | | | | 4,146,922 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.04% (i) | | | 60,238 | | | | 60,238 | | |
JPMorgan Prime Money Market Fund, Capital Class, 0.12% (i) | | | 480,317 | | | | 480,317 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.09% (i) | | | 2,159,599 | | | | 2,159,599 | | |
Total Collateral for Securities Loaned (Cost $6,967,781) | | | 6,967,781 | | |
Total Investments (Cost $561,740,947) — 98.2% | | | 590,931,596 | | |
Other assets in excess of liabilities — 1.8% | | | 10,790,672 | | |
NET ASSETS — 100.00% | | $ | 601,722,268 | | |
^ Purchased with cash collateral from securities on loan.
(a) All or a portion of this security has been segregated as collateral for derivative instruments.
(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 December 31, 2020, the fair value of these securities was $46,532,873 and amounted to 7.7% of net assets.
(c) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.
(d) All or a portion of this security is on loan.
(e) Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2020.
(f) Continuously callable with 30 days' notice.
(g) The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at December 31, 2020.
(h) Amount represents less than 0.05% of net assets.
(i) Rate disclosed is the daily yield on December 31, 2020.
bps — Basis points
LIBOR — London InterBank Offered Rate
LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security
LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security
LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security
LLC — Limited Liability Company
LP — Limited Partnership
MTN — Medium Term Note
PLC — Public Limited Company
See notes to financial statements.
17
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Futures Contracts Purchased
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
5-Year U.S. Treasury Note Futures | | 250 | | 3/31/21 | | $ | 31,474,271 | | | $ | 31,541,016 | | | $ | 66,745 | | |
Ultra Long Term U.S. Treasury Bond Futures | | 62 | | 3/22/21 | | | 13,393,105 | | | | 13,240,875 | | | | (152,230 | ) | |
| | | | | | | | | | $ | (85,485 | ) | |
Futures Contracts Sold
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
10-Year U.S. Treasury Note Futures | | 55 | | 3/22/21 | | $ | 7,597,935 | | | $ | 7,594,297 | | | $ | 3,638 | | |
| | Total unrealized appreciation | | | | | | | | $ | 70,383 | | |
| | Total unrealized depreciation | | | | | | | | | (152,230 | ) | |
| | Total net unrealized appreciation (depreciation) | | | | | | | | $ | (81,847 | ) | |
See notes to financial statements.
18
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2020 | |
| | Victory INCORE Investment Quality Bond VIP Series | |
ASSETS: | |
Investments, at value (Cost $561,740,947) | | $ | 590,931,596 | (a) | |
Cash and cash equivalents | | | 8,144,461 | | |
Deposit with brokers for futures contracts | | | 4,178,647 | | |
Deposit with brokers for swap agreements | | | 3,604,703 | | |
Receivables: | |
Interest and dividends | | | 3,729,660 | | |
Capital shares issued | | | 292,509 | | |
Investments sold | | | 29,030 | | |
Variation margin on open futures contracts | | | 58,219 | | |
From Adviser | | | 180,600 | | |
Prepaid expenses | | | 8,982 | | |
Total Assets | | | 611,158,407 | | |
LIABILITIES: | |
Payables: | |
Collateral received on loaned securities | | | 6,967,781 | | |
Investments purchased | | | 1,971,627 | | |
Capital shares redeemed | | | 56,567 | | |
Variation margin on open futures contracts | | | 6,016 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 254,057 | | |
Administration fees | | | 31,070 | | |
Custodian fees | | | 5,646 | | |
Transfer agent fees | | | 68,559 | | |
Compliance fees | | | 416 | | |
Trustees' fees | | | 103 | | |
Other accrued expenses | | | 74,297 | | |
Total Liabilities | | | 9,436,139 | | |
NET ASSETS: | |
Capital | | | 546,278,963 | | |
Total accumulated earnings/(loss) | | | 55,443,305 | | |
Net Assets | | $ | 601,722,268 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 45,734,843 | | |
Net asset value: | | $ | 13.16 | | |
(a) Includes $6,795,504 of securities on loan.
See notes to financial statements.
19
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2020 | |
| | Victory INCORE Investment Quality Bond VIP Series | |
Investment Income: | |
Dividends | | $ | 208,613 | | |
Interest | | | 14,526,688 | | |
Securities lending (net of fees) | | | 18,115 | | |
Total Income | | | 14,753,416 | | |
Expenses: | |
Investment advisory fees | | | 2,954,910 | | |
Administration fees | | | 359,844 | | |
Sub-Administration fees | | | 14,167 | | |
Custodian fees | | | 31,400 | | |
Transfer agent fees | | | 802,513 | | |
Trustees' fees | | | 47,675 | | |
Compliance fees | | | 5,208 | | |
Legal and audit fees | | | 72,753 | | |
Other expenses | | | 116,144 | | |
Total Expenses | | | 4,404,614 | | |
Expenses waived/reimbursed by Adviser | | | (1,095,262 | ) | |
Net Expenses | | | 3,309,352 | | |
Net Investment Income (Loss) | | | 11,444,064 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 18,270,580 | | |
Net realized gains (losses) from futures contracts | | | 4,513,206 | | |
Net realized gains (losses) from swap agreements | | | (1,989,636 | ) | |
Net change in unrealized appreciation/depreciation on investment securities | | | 15,023,649 | | |
Net change in unrealized appreciation/depreciation on futures contracts | | | 81,744 | | |
Net change in unrealized appreciation/depreciation on swap agreements | | | (281,897 | ) | |
Net realized/unrealized gains (losses) on investments | | | 35,617,646 | | |
Change in net assets resulting from operations | | $ | 47,061,710 | | |
See notes to financial statements.
20
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory INCORE Investment Quality Bond VIP Series | |
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 11,444,064 | | | $ | 15,495,740 | | |
Net realized gains (losses) from investments | | | 20,794,150 | | | | 8,472,865 | | |
Net change in unrealized appreciation/depreciation on investments | | | 14,823,496 | | | | 23,179,343 | | |
Change in net assets resulting from operations | | | 47,061,710 | | | | 47,147,948 | | |
Change in net assets resulting from distributions to shareholders | | | (17,475,430 | ) | | | (17,229,625 | ) | |
Change in net assets resulting from capital transactions | | | (38,303,156 | ) | | | (64,480,616 | ) | |
Change in net assets | | | (8,716,876 | ) | | | (34,562,293 | ) | |
Net Assets: | |
Beginning of period | | | 610,439,144 | | | | 645,001,437 | | |
End of period | | $ | 601,722,268 | | | $ | 610,439,144 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 77,676,545 | | | $ | 37,119,834 | | |
Distributions reinvested | | | 17,475,430 | | | | 17,229,625 | | |
Cost of shares redeemed | | | (133,455,131 | ) | | | (118,830,075 | ) | |
Change in net assets resulting from capital transactions | | $ | (38,303,156 | ) | | $ | (64,480,616 | ) | |
Share Transactions: | |
Issued | | | 5,843,961 | | | | 2,998,867 | | |
Reinvested | | | 1,332,985 | | | | 1,380,579 | | |
Redeemed | | | (10,252,933 | ) | | | (9,535,445 | ) | |
Change in Shares | | | (3,075,987 | ) | | | (5,155,999 | ) | |
See notes to financial statements.
21
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | | | Investment Activities | | Distributions to Shareholders From | | | | | |
| | Net Asset Value, Beginning of Period | | Net Investment Income (Loss)(a) | | Net Realized and Unrealized Gains (Losses) on Investments | | Total from Investment Activities | | Net Investment Income | | Net Realized Gains from Investments | | Total Distributions | | Capital Contribution from Prior Custodian, Net (See Note 8) | |
Victory INCORE Investment Quality Bond VIP Series | |
Year Ended 12/31/20 | | $ | 12.51 | | | | 0.25 | | | | 0.79 | | | | 1.04 | | | | (0.39 | ) | | | — | | | | (0.39 | ) | | | — | | |
Year Ended 12/31/19 | | $ | 11.95 | | | | 0.31 | | | | 0.61 | | | | 0.92 | | | | (0.36 | ) | | | — | | | | (0.36 | ) | | | — | | |
Year Ended 12/31/18 | | $ | 12.08 | | | | 0.30 | | | | (0.35 | ) | | | (0.05 | ) | | | (0.08 | ) | | | — | (c) | | | (0.08 | ) | | | — | | |
Year Ended 12/31/17 | | $ | 11.88 | | | | 0.28 | | | | 0.21 | | | | 0.49 | | | | (0.29 | ) | | | — | | | | (0.29 | ) | | | — | | |
Year Ended 12/31/16 | | $ | 11.98 | | | | 0.27 | | | | 0.15 | | | | 0.42 | | | | (0.30 | ) | | | (0.22 | ) | | | (0.52 | ) | | | — | (c) | |
(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) Amount is less than $0.005 per share.
(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)
See notes to financial statements.
22
Victory Variable Insurance Funds | | Financial Highlights — continued | |
For a Share Outstanding Throughout Each Period
| | | | | | Ratios to Average Net Assets | | Supplemental Data | |
| | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory INCORE Investment Quality Bond VIP Series | |
Year Ended 12/31/20 | | $ | 13.16 | | | | 8.35 | % | | | 0.56 | % | | | 1.94 | % | | | 0.75 | % | | $ | 601,722 | | | | 81 | % | |
Year Ended 12/31/19 | | $ | 12.51 | | | | 7.72 | % | | | 0.56 | % | | | 2.46 | % | | | 0.74 | % | | $ | 610,439 | | | | 96 | % | |
Year Ended 12/31/18 | | $ | 11.95 | | | | (0.41 | )% | | | 0.56 | % | | | 2.52 | % | | | 0.62 | % | | $ | 645,001 | | | | 109 | % | |
Year Ended 12/31/17 | | $ | 12.08 | | | | 4.15 | % | | | 0.56 | % | | | 2.28 | % | | | 0.61 | % | | $ | 726,721 | | | | 83 | % | |
Year Ended 12/31/16 | | $ | 11.88 | | | | 3.53 | %(d) | | | 0.55 | % | | | 2.17 | % | | | 0.55 | % | | $ | 716,292 | | | | 142 | % | |
See notes to financial statements.
23
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2020 | |
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 investment company. The Trust is comprised of eight 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. Victory INCORE Investment Quality Bond VIP Series (the "Fund"), a series of the Trust, offers a single class of shares: Class I Shares. The Fund's shares are only available for purchase by certain separate accounts of insurance companies as investments for certain variable annuity plans and variable life insurance contracts issued by those insurance companies. The accompanying financial statements are those of the Fund.
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 Generally Accepted Accounting Principles 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 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.
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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. To the extent this model is utilized, these valuations are considered as Level 2 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value ("NAV"). 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.
A summary of the valuations as of December 31, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments.
| | LEVEL 1 | | LEVEL 2 | | LEVEL 3 | | Total | |
Asset-Backed Securities | | $ | — | | | $ | 4,320,316 | | | $ | — | | | $ | 4,320,316 | | |
Collateralized Mortgage Obligations | | | — | | | | 5,854,403 | | | | — | | | | 5,854,403 | | |
Preferred Stocks | | | 11,809,171 | | | | — | | | | — | | | | 11,809,171 | | |
Corporate Bonds | | | — | | | | 318,698,709 | | | | — | | | | 318,698,709 | | |
Residential Mortgage-Backed Securities | | | — | | | | 1,920,921 | | | | — | | | | 1,920,921 | | |
Yankee Dollars | | | — | | | | 55,192,793 | | | | — | | | | 55,192,793 | | |
U.S. Government Mortgage-Backed Agencies | | | — | | | | 155,690,925 | | | | — | | | | 155,690,925 | | |
U.S. Treasury Obligations | | | — | | | | 30,476,577 | | | | — | | | | 30,476,577 | | |
Collateral for Securities Loaned | | | 6,967,781 | | | | — | | | | — | | | | 6,967,781 | | |
Total | | $ | 18,776,952 | | | $ | 572,154,644 | | | $ | — | | | $ | 590,931,596 | | |
Other Financial Investments^: | |
Assets: | |
Futures | | $ | 70,383 | | | $ | — | | | $ | — | | | $ | 70,383 | | |
Liabilities: | |
Futures | | | (152,230 | ) | | | — | | | | — | | | | (152,230 | ) | |
Total | | $ | (81,847 | ) | | $ | — | | | $ | — | | | $ | (81,847 | ) | |
^ Futures Contracts are valued at the unrealized appreciation (depreciation) on the investment.
For the year ended December 31, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.
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
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
NAV. 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 and the segregated assets are identified on the Schedule of Portfolio Investments.
Loans:
Floating rate loans in which the Fund invests are primarily "senior" loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Fund's floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See note regarding below-investment-grade securities.
The Fund may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender's claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.
Transactions in loans often settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of time after entering into the transactions.
Below-Investment-Grade Securities:
The Fund may invest in below-investment-grade securities (i.e., lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.
Investment Companies:
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.
Derivatives 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
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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. For the year ended December 31, 2020, the Fund entered into Futures Contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.
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.
Centrally cleared 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 centrally cleared swap agreement and, in effect, guarantees each party's performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. However, there can be no assurance that the clearing organization, or its members, will satisfy its obligations to the Fund.
The Fund may enter into CDS agreements either as a buyer or seller. The Fund may buy protection under a CDS to attempt to mitigate the risk of default or credit quality deterioration in one or more individual holdings or in a segment of the fixed income securities market. The Fund may sell protection under a CDS in an attempt to gain exposure to an underlying issuer's credit quality characteristics without investing directly in that issuer. For swaps entered with an individual counterparty, the Fund bears the risk of loss of the uncollateralized amount expected to be received under a CDS agreement in the event of the default or bankruptcy of the counterparty. CDS agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement. The Fund may also enter into cleared swaps.
Upon entering into a cleared CDS, the Fund may be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 3% to 6% of the notional amount for CDS on high yield debt issuers (this amount is subject to change by the clearing organization that clears the
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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.
For year ended December 31, 2020, the Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management. The CDS agreements held by the Fund are presented on the Statement of Assets and Liabilities under Deposit with broker for swap agreements. For the year ended December 31, 2020, the Fund had no open centrally cleared CDS agreements.
Offsetting of Financial Assets and Derivatives Assets:
The Fund is subject to various Master Netting Arrangements, which govern the terms of certain transactions with select counterparties. The Master Netting Arrangements allow the Fund to close out and net total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. The Master Netting Arrangements also specify collateral posting arrangements at pre-arranged exposure levels. Under the Master Netting Arrangements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant Master Netting Arrangement with a counterparty in a given account exceeds a specified threshold depending on the counterparty and the type of Master Netting Arrangement.
The table below, as of December 31, 2020, discloses both gross information and net information about instruments and transactions eligible for offset on the Statement of Assets and Liabilities and instruments and transactions that are subject to an agreement similar to a master netting agreement as well as amounts related to collateral held at clearing brokers and counterparties.
| | | | Gross Amounts not offset in the Statement of Assets and Liabilities | |
| | Gross Amounts of Recognized Assets | | Gross Amounts for Available Offset | | Net Amounts Presented in the Statement of Assets and Liabilities | | Financial Instruments for Offset | | Cash Collateral Received | | Net Amount | |
Futures Contracts - Goldman Sachs & Co. | | $ | 58,219 | | | $ | — | | | $ | 58,219 | | | $ | (6,016 | ) | | $ | — | | | $ | 52,203 | | |
| | | | Gross Amounts not offset in the Statement of Assets and Liabilities | |
| | Gross Amounts of Recognized Liabilities | | Gross Amounts for Available Offset | | Net Amounts Presented in the Statement of Assets and Liabilities | | Financial Instruments for Offset | | Cash Collateral Pledged* | | Net Amount | |
Futures Contracts - Goldman Sachs & Co. | | $ | 6,016 | | | $ | — | | | $ | 6,016 | | | $ | (6,016 | ) | | $ | — | | | $ | — | | |
* Cash collateral pledged may be in excess of the amounts shown in the table. The total cash collateral pledged by the Fund is disclosed on the Statement of Assets and Liabilities.
28
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
Summary of Derivative Instruments:
The following table presents the effect of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2020.
| | Assets | | Liabilities | |
| | Variation Margin Receivable on Open Futures Contracts* | | Variation Margin Payable on Open Futures Contracts* | |
Interest Rate Risk Exposure | | $ | 70,383 | | | $ | 152,230 | | |
* Includes cumulative appreciation (depreciation) of futures contracts as reported on 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 year ended December 31, 2020.
| | 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 Contracts | | Net Realized Gains (Losses) from Swap Agreements | | Net Change in Unrealized Appreciation/ Depreciation on Futures Contracts | | Net Change in Unrealized Appreciation/ Depreciation on Swap Agreements | |
Credit Risk Exposure: | | $ | — | | | $ | (1,989,636 | ) | | $ | — | | | $ | (281,897 | ) | |
Interest Rate Risk Exposure: | | | 4,513,206 | | | | — | | | | 81,744 | | | | — | | |
All open derivative positions at year end are reflected on the Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to the Fund's net assets at year end is generally representative of the notional amount of open positions to net assets throughout the year.
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 determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.
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 on 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.
29
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted on the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays the Agent various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering their 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 which are subject to offset under the MSLA as of December 31, 2020. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.
Gross Amount of Recognized Assets (Value of | | Value of Cash | | Value of Non-cash Collateral Received by Maturity | | | |
Securities on Loan) | | Collateral Received* | | <30 Days | | Between 30 & 90 days | | >90 Days | | Net Amount | |
$ | 6,795,504 | | | $ | 6,795,504 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Fund is disclosed on the 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 years, which includes the current fiscal tax year end). Management believes that there is no tax liability resulting from unrecognized tax benefits related to uncertain tax positions taken.
30
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
Allocations:
Expenses directly attributable to the Fund are charged to the Fund, while expenses which are attributable to more than one fund in the Trust, or jointly with an affiliated trust, are allocated among the 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 year ended December 31, 2020, were as follows:
Excluding U.S. Government Securities | | U.S. Government Securities | |
Purchases | | Sales | | Purchases | | Sales | |
$ | 248,758,712 | | | $ | 152,937,866 | | | $ | 198,904,921 | | | $ | 300,139,186 | | |
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. Amounts incurred and paid to VCM for the year ended December 31, 2020, are reflected on the Statement of Operations as Investment advisory fees.
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 the Administration, Servicing 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 "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Administration fees.
Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to the 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 out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Sub-Administration fees.
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Custodian fees.
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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Transfer agent fees.
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
31
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Compliance fees.
Sidley Austin LLP provides legal services to the Trust.
Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses 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 limits. As of December 31, 2020, 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 to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the year, if any, are reflected on the Statement of Operations as Recoupment of prior expenses waived/reimbursed by Adviser. As of December 31, 2020, the following amounts are available to be repaid to the Adviser. The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at December 31, 2020.
Expires December 31, 2021 | | Expires December 31, 2022 | | Expires December 31, 2023 | | Total | |
$ | 441,458 | | | $ | 1,148,942 | | | $ | 1,095,262 | | | $ | 2,685,662 | | |
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 year ended December 31, 2020.
Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, Custodian, Distributor, and Legal Counsel.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.
Mortgage- and Asset-Backed Securities Risk — During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the
32
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
average life of mortgage- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the security's duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults.
High-Yield/Junk Bond Risk — Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short and longer periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.
Geopolitical/Natural Disaster Risk — An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.
LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023 (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, nor any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.
33
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
6. Borrowing and Interfund Lending:
Line of Credit:
For year ended December 31, 2020, the Victory Funds Complex and USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex and USAA Mutual Funds Complex, combined, may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund (herein, the "Fund"), another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended December 31, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Line of credit fees.
The Fund did not utilize the Line of Credit during the year ended December 31, 2020.
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 ,that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending.
The Fund did not utilize the Facility during the year ended December 31, 2020.
7. Federal Income Tax Information:
Dividends from net investment income, if any, are declared and paid annually 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 (collectively, distributions to shareholders) determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distributions reclassification), 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.
As of December 31, 2020, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:
Total Accumulated Earnings/(Loss) | | Capital | |
$ | 2 | | | $ | (2 | ) | |
34
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
| | Distributions paid from | | | | Distributions paid from | | | |
| | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
| | | | $ | 17,475,430 | | | $ | — | | | $ | 17,475,430 | | | $ | 17,229,625 | | | $ | — | | | $ | 17,229,625 | | |
As of December 31, 2020, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 21,090,023 | | | $ | 5,844,629 | | | $ | 26,934,652 | | | $ | 28,508,653 | | | $ | 55,443,305 | | |
* The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales, contingent payment debt instruments, and 305(c) deemed dividends.
As of December 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes. During the tax year ended December 31, 2020, the Fund utilized $5,435,442 of carryforwards.
As of December 31, 2020, 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) | |
$ | 562,422,943 | | | $ | 30,217,412 | | | $ | (1,708,759 | ) | | $ | 28,508,653 | | |
8. Capital Contribution from Prior Custodian:
During 2016, the Fund received notification from the Fund's prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to 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 activities in question, 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 December 31, 2020, the shareholder listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund. Shareholders of record may hold Fund shares for the benefit of their customers.
Shareholder | | Percent | |
GIAC* | | | 100.0 | %* | |
* The Guardian Insurance & Annuity Company, Inc. ("GIAC") is a wholly owned subsidiary of The Guardian Life Insurance Company of America. The amount represents indirect interests of variable annuity contract holders or variable life policyholders.
35
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory INCORE Investment Quality Bond VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2020, the related statement of operations for the year then ended and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116162_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2021
36
Victory Variable Insurance Funds | | Supplemental Information December 31, 2020 | |
(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 nine Trustees, eight 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 date of birth, 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 eight portfolios in the Trust, 42 portfolios in Victory Portfolios and 27 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. David C. Brown is a Trustee of USAA Mutual Funds Trust and oversees 46 portfolios of the USAA Mutual Funds Trust. 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 Date of Birth | | 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, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D.T. Andrews, Born April 1947 | | 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). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015). | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
37
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | 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. | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | 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, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | Trustee, USAA Mutual Funds Trust. | |
* 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.
38
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, 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 Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | 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, Born March 1984 | | 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 Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, Born April 1960 | | 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, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
39
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Proxy Voting and Portfolio Holdings Information
Proxy Voting:
Information regarding the policies and procedures 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 quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's web site at www.sec.gov.
Expense Example
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 July 1, 2020, through December 31, 2020.
The Actual Expense figures in the table below provide 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 "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
The Hypothetical Expense figures in the table below provide 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 shareholder reports of other funds.
Please note 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 7/1/2020 | | Actual Ending Account Value 12/31/2020 | | Hypothetical Ending Account Value 12/31/2020 | | Actual Expenses Paid During Period 7/1/20-12/31/20* | | Hypothetical Expenses Paid During Period 7/1/20-12/31/20* | | Annualized Expense Ratio During Period 7/1/20-12/31/20 | |
$ | 1,000.00 | | | $ | 1,028.40 | | | $ | 1,022.32 | | | $ | 2.86 | | | $ | 2.85 | | | | 0.56 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/366 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
40
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on December 2, 2020. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at a meeting on October 27, 2020, called for the purpose of reviewing the Agreement. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund, which also serves as independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by an independent consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows;
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. In addition, the Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by an independent consultant and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of the Fund's peer group, including that independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The
41
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Board also reviewed any changes to that independent consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which are generally viewed as a method by which an investment adviser shares any economies of scale with a fund as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below, and would consider breakpoints at a future time if the Fund's assets were to grow significantly.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.
The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for all of the periods reviewed, with the exception of the ten-year period, underperformed the peer group median for the three-, five- and ten-year periods, and matched the peer group median for the one-year period. The Board discussed with the Adviser how market conditions affected the Fund during periods of underperformance given the Fund's investment strategy and fee and expense profile.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
42
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
43
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-CSR/0001104659-21-029006/j2116162_za007.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-IIQBVIP-AR (12/20)
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116163_aa001.jpg)
December 31, 2020
Annual Report
Victory Variable Insurance Funds
Victory High Yield VIP Series
Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail from the insurance company that issued your variable annuity and variable life insurance contract, unless you specifically request paper copies of the reports from your insurance company. Instead, the reports will be made available on www.victoryfunds.com. The insurance company that offers your contract may also make these reports available on a website, and such insurance company will notify you by mail each time a report is posted and provide you with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company electronically by following the instructions provided by the insurance company.
If offered by your insurance company, you may elect to receive all future reports in paper and free of charge from the insurance company. You can inform your insurance company that you wish to continue receiving paper copies of your reports. Your election to receive reports in paper will apply to all funds available under your contract.
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
Shareholder Letter (Unaudited) | | | 3 | | |
Managers' Commentary (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 7 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 8 | | |
Schedule of Portfolio Investments | | | 9 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 14 | | |
Statement of Operations | | | 15 | | |
Statements of Changes in Net Assets | | | 16 | | |
Financial Highlights | | | 18 | | |
Notes to Financial Statements | | | 20 | | |
Report of Independent Registered Public Accounting Firm | | | 29 | | |
Supplemental Information (Unaudited) | |
Trustees' and Officers' Information | | | 30 | | |
Proxy Voting and Portfolio Holdings Information | | | 33 | | |
Expense Example | | | 33 | | |
Additional Federal Income Tax Information | | | 34 | | |
Advisory Contract Renewal | | | 35 | | |
Privacy Policy (inside back cover) | | | |
The Fund is distributed by Victory Capital Services, 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 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 Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
When we look back on 2020, we will undoubtedly remember it as an extraordinary year. A year ago, no one could have imagined the unusual events that would challenge us personally, professionally, and collectively as a nation. But in retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.
The year began with rudimentary worries, such as economic growth rates, trade deals, and interest rates. But a novel coronavirus and the subsequent worldwide spread of COVID-19 became an unprecedented event. To combat the pandemic, governments everywhere issued austere shelter-in-place orders, and the global economy slowed markedly. Equity markets sold off sharply in March and April, and second quarter U.S. GDP contracted by an alarming annual rate of 31.4%.
It's no surprise that so many investors flocked to the perceived safety of U.S. Treasurys. Meanwhile, liquidity evaporated (for a short spell) in many other segments of the fixed income market, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.
A response, however, came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action — cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).
It was impressive how quickly those actions helped end the stock market's freefall and restore order across much of the fixed-income universe. The rebound was almost as robust as the drawdown, and third-quarter GDP (the most recent finalized data available) grew at a 33.4% annualized rate.
Late in the year, markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter when it became clear the United States Congress would provide another dose of fiscal stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.
Through all the unprecedented events and extreme volatility, the S&P 500® Index registered an impressive annual return of 18.40% for the 12-month period ended December 31, 2020. Meanwhile, the yield on 10-year U.S. Treasurys declined 95 basis points over the same period, reflecting both the Fed's interest rate cuts and its pledge to keep rates low longer. The yield on 10-Year U.S. Treasurys was 0.93% as of December 31, 2020.
While markets endured and performed admirably during 2020, perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to
3
remain focused on your long-term investment goals and avoid making emotional decisions. Moreover, we continue to have confidence in all of Victory Capital's autonomous Investment Franchises and their ability to navigate the ups and downs.
On the following pages, you will find information relating to your Victory Funds investment. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863, or visit our website at www.vcm.com.
My colleagues and I sincerely appreciate the confidence you have placed in the Victory Funds, and we value the opportunity to help meet your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116163_ba003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory High Yield VIP Series
Managers' Commentary
(Unaudited)
What were the market conditions during the reporting period?
After a gut-wrenching plunge as the deadly novel coronavirus and the disease it causes ("COVID-19") emerged in the first quarter of 2020, markets surged as central banks and governments fought back with unprecedented stimulus measures that supported risk-taking in the markets.
High-yield investors were rewarded for taking a bungee jump through market turmoil — even if it required closed eyes and a primal scream. At the end of the first quarter the Bloomberg Barclays U.S. Corporate High Yield Bond Index (the "Index") had returned -12.7%, a result not seen since the financial crisis in 2008. It ended the year as the strongest performer among the major domestic fixed income indexes. The pivotal event came in late March when the U.S. Federal Reserve (the "Fed") announced a massive bond-buying program that included corporate debt. Markets responded with a surge that often belied grim economic and public health realities.
How did Victory High Yield VIP Series (the "Fund") perform during the reporting period?
The Fund seeks to provide current income. The Fund returned 7.92% for the year ended December 31, 2020, outperforming the Index, which returned 7.11% during the reporting period.
What strategies did you employ during the reporting period?
The Fund aims to provide higher levels of income and less sensitivity to interest rate changes than most fixed income investments by investing primarily in U.S. corporate bonds rated below investment grade. The Fund may invest in other securities and in floating rate loans. It emphasizes in-depth research and a concentrated portfolio strategy.
The Fund's management team strongly believes that the potential cost of a passive or wide-net approach to high-yield investing has never been higher or more misunderstood. We view the high-yield market in three categories:
1) Bonds yielding less than 6%: 88% of the market
2) Bonds yielding 6% to 10%: 9% of the market
3) Bonds yielding more than 10%: 3% of the market
We believe the first category offers limited upside along with interest rate risk, while the third category, with an average interest rate of 23%, is excessively speculative. The second category, a narrow segment that we believe offers a reasonable balance of risk and opportunity, cannot be exploited with broadly diversified index-like portfolios.
In addition to keeping a tight focus, we seek to use rigorous research to continually pare overpriced risk from the portfolio and uncover the idiosyncratic opportunities that have benefited returns in the past.
Prior to the fourth quarter, we culled select holdings that we did not believe would survive intact once COVID-19 had run its course. And throughout the year we resisted cruise lines, theater operators, and several leisure companies that we believed face significant headwinds.
5
Victory Variable Insurance Funds
Victory High Yield VIP Series (continued)
Managers' Commentary (continued)
However, confidence in our research and high-conviction strategy led us to successfully maintain our higher-risk orientation.
Security selection was the dominant factor in the Fund's outperformance of the Index in 2020. Asset allocation had a negative impact on relative performance.
Not surprisingly given the market's embrace of risk, the Fund's positive security selection in B-rated and CCC-rated bonds was the top contributor to relative performance. Security selection in Health Care was also a major contributor. Although the struggling energy sector rebounded strongly in the fourth quarter, the Fund's underweight there contributed to its outperformance for the year. The largest detractors were an underweight in BB-rated bonds, an overweight in the CCC-rated cohort, and security selection in the leisure sector.
6
Victory Variable Insurance Funds
Victory High Yield VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2020
| | Class I | | | |
INCEPTION DATE | | 9/13/99 | | | |
| | Net Asset Value | | Bloomberg Barclays U.S. Corporate High Yield Index1 | |
One Year | | | 7.92 | % | | | 7.11 | % | |
Five Year | | | 9.75 | % | | | 8.59 | % | |
Ten Year | | | 6.76 | % | | | 6.80 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.
Victory High Yield VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116163_bc004.jpg)
1The Bloomberg Barclays U.S. Corporate High Yield Index is generally considered to be representative of the investable universe of the U.S.-dominated high yield debt market. This index does not include the effect of sale charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Past performance is not indicative of future results.
7
Victory Variable Insurance Funds Victory High Yield VIP Series | | December 31, 2020 | |
(Unaudited)
Investment Objective & Portfolio Holdings:
Victory High Yield VIP Series seeks to provide current income. Capital appreciation is a secondary objective.
Sector Allocation*:
December 31, 2020
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116163_bc005.jpg)
* Does not include futures, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
8
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments December 31, 2020 | |
Security Description | | Shares or Principal Amount | | Value | |
Common Stocks (1.0%) | |
Communication Services (1.0%): | |
AMC Networks, Inc., Class A (a) (b) | | | 3,000 | | | $ | 107,310 | | |
iHeartMedia, Inc., Class A (a) | | | 3,500 | | | | 45,430 | | |
Nexstar Media Group, Inc., Class A | | | 1,250 | | | | 136,488 | | |
| | | 289,228 | | |
Total Common Stocks (Cost $352,975) | | | 289,228 | | |
Senior Secured Loans (16.3%) | |
Academy, Ltd., Initial Term Loan, First Lien, 5.75% (LIBOR01M+500bps), 11/6/27, Callable 2/10/21 @ 101 (c) | | $ | 250,000 | | | | 248,813 | | |
Alphabet Holding Co., Inc., Initial Term Loan Second Lien, Second Lien, 7.90% (LIBOR01M+775bps), 8/15/25 (c) | | | 500,000 | | | | 496,750 | | |
Bass Pro Group, LLC, Initial Term Loans, First Lien, 5.75% (LIBOR01M+500bps), 12/16/23 (c) | | | 481,307 | | | | 482,168 | | |
Caesars Resort Collection, LLC, Term B-1 Loans, First Lien, 4.65% (LIBOR01M+450bps), 6/19/25 (c) | | | 249,375 | | | | 249,452 | | |
Dayco Products, LLC, Term Loans, First Lien, 4.48% (LIBOR03M+425bps), 5/19/24 (c) | | | 482,500 | | | | 367,664 | | |
Dynasty Acquisition Co., Inc., Term B-1 Loans, First Lien, 3.75% (LIBOR03M+350bps), 4/6/26 (c) | | | 224,938 | | | | 213,691 | | |
Golden Nugget, Inc., Senior Secured Term Loan, First Lien, 3.25% (LIBOR02M+250bps), 10/4/23 (c) | | | 497,195 | | | | 478,938 | | |
Holley Purchaser, Inc., Initial Term Loan, First Lien, 5.21% (LIBOR03M+500bps), 10/26/25 (c) | | | 395,491 | | | | 383,875 | | |
LifeScan Global Corp., Initial Term Loan, First Lien, 6.23% (LIBOR03M+600bps), 6/19/24 (c) | | | 430,000 | | | | 408,500 | | |
Navistar, Inc., Tranche B Term Loan, First Lien, 3.66% (LIBOR01M+350bps), 11/2/24 (c) | | | 241,288 | | | | 240,745 | | |
Reynolds Group Holdings, Inc., 2017, Incremental US Term Loans, First Lien, 2.90% (LIBOR01M+275bps), 2/5/23 (c) | | | 95,057 | | | | 94,582 | | |
SIWF Holdings, Inc., Initial Term Loan, Second Lien, 8.65% (LIBOR01M+850bps), 5/26/26 (c) | | | 500,000 | | | | 475,940 | | |
Spectacle Gary Holdings LLC, Closing Date Term Loan, First Lien, 11.00% (LIBOR03M+900bps), 12/23/25 (c) | | | 233,108 | | | | 233,108 | | |
Spectacle Gary Holdings LLC, Delayed Draw Term Loan Commitment, First Lien, 11.25% (PRIME+800bps), 12/23/25, Callable 6/23/21 @ 109 (c) | | | 16,892 | | | | 16,892 | | |
Standard Aero Ltd., Term B-2 Loans, First Lien, 3.75% (LIBOR03M+350bps), 4/6/26 (c) | | | 120,934 | | | | 114,888 | | |
Stars Group Holdings BV, Term Loan, First Lien, 3.75% (LIBOR03M+350bps), 6/27/25 (c) | | | 203,673 | | | | 204,296 | | |
TENNECo., Inc., Tranche B Term Loan, First Lien, 3.15% (LIBOR01M+300bps), 6/18/25 (c) | | | 196,000 | | | | 190,774 | | |
Total Senior Secured Loans (Cost $4,987,654) | | | 4,901,076 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Corporate Bonds (72.4%) | |
Communication Services (7.4%): | |
AMC Networks, Inc., 4.75%, 8/1/25, Callable 8/1/21 @ 102.38 | | $ | 400,000 | | | $ | 412,979 | | |
Cumulus Media New Holdings, Inc., 6.75%, 7/1/26, Callable 7/1/22 @ 103.38 (b) (d) | | | 452,000 | | | | 461,120 | | |
Entercom Media Corp., 7.25%, 11/1/24, Callable 2/11/21 @ 103.63 (b) (d) | | | 250,000 | | | | 250,408 | | |
Gray Television, Inc., 4.75%, 10/15/30, Callable 10/15/25 @ 102.38 (d) | | | 250,000 | | | | 254,785 | | |
iHeartCommunications, Inc., 8.38%, 5/1/27, Callable 5/1/22 @ 104.19 | | | 250,000 | | | | 266,630 | | |
Nexstar Broadcasting, Inc., 5.63%, 7/15/27, Callable 7/15/22 @ 104.22 (d) | | | 250,000 | | | | 268,815 | | |
Sinclair Television Group, Inc., 5.50%, 3/1/30, Callable 12/1/24 @ 102.75 (d) | | | 250,000 | | | | 259,828 | | |
Townsquare Media, Inc., 6.88%, 2/1/26, Callable 2/1/23 @ 103.44 (d) (e) | | | 50,000 | | | | 52,310 | | |
| | | 2,226,875 | | |
Consumer Discretionary (18.9%): | |
Affinity Gaming, 6.88%, 12/15/27, Callable 12/1/23 @ 103.44 (d) | | | 250,000 | | | | 261,438 | | |
Beazer Homes USA, Inc., 5.88%, 10/15/27, Callable 10/15/22 @ 102.94 | | | 400,000 | | | | 420,364 | | |
Boyd Gaming Corp. | |
8.63%, 6/1/25, Callable 6/1/22 @ 104.31 (d) | | | 300,000 | | | | 333,351 | | |
6.38%, 4/1/26, Callable 4/1/21 @ 103.19 | | | 392,000 | | | | 406,645 | | |
Caesars Resort Collection LLC/CRC Finco, Inc., 5.25%, 10/15/25, Callable 1/22/21 @ 102.63 (d) | | | 250,000 | | | | 252,360 | | |
Diamond Sports Group LLC/Diamond Sports Finance Co., 6.63%, 8/15/27, Callable 8/15/22 @ 103.31 (b) (d) (f) | | | 400,000 | | | | 241,968 | | |
Ford Motor Co., 9.00%, 4/22/25, Callable 3/22/25 @ 100 (f) | | | 250,000 | | | | 306,560 | | |
LBM Acquisition LLC, 6.25%, 1/15/29, Callable 1/15/24 @ 103.13 (d) | | | 200,000 | | | | 207,508 | | |
Mattel, Inc., 5.45%, 11/1/41, Callable 5/1/41 @ 100 | | | 250,000 | | | | 274,495 | | |
MGM Resorts International, 5.50%, 4/15/27, Callable 1/15/27 @ 100 | | | 250,000 | | | | 278,545 | | |
Michaels Stores, Inc., 8.00%, 7/15/27, Callable 7/15/22 @ 104 (b) (d) | | | 250,000 | | | | 270,495 | | |
Panther BF Aggregator 2 LP/Panther Finance Co., Inc., 8.50%, 5/15/27, Callable 5/15/22 @ 104.25 (d) | | | 250,000 | | | | 271,235 | | |
PetSmart, Inc., 8.88%, 6/1/25, Callable 1/22/21 @ 104.44 (d) | | | 250,000 | | | | 256,873 | | |
Scientific Games International, Inc., 8.25%, 3/15/26, Callable 3/15/22 @ 104.13 (d) | | | 300,000 | | | | 323,085 | | |
Specialty Building Products Holdings LLC/SBP Finance Corp., 6.38%, 9/30/26, Callable 9/30/22 @ 103.19 (d) | | | 150,000 | | | | 158,520 | | |
Tenneco, Inc., 7.88%, 1/15/29, Callable 1/15/24 @ 103.94 (d) | | | 200,000 | | | | 224,560 | | |
The Enterprise Development Authority, 12.00%, 7/15/24, Callable 7/15/21 @ 109 (d) (f) | | | 500,000 | | | | 563,654 | | |
Yum! Brands, Inc., 5.35%, 11/1/43, Callable 5/1/43 @ 100 | | | 550,000 | | | | 616,401 | | |
| | | 5,668,057 | | |
Consumer Staples (6.1%): | |
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC, 5.88%, 2/15/28, Callable 8/15/22 @ 104.41 (d) | | | 250,000 | | | | 272,085 | | |
B&G Foods, Inc., 5.25%, 4/1/25, Callable 2/11/21 @ 103.94 | | | 200,000 | | | | 206,600 | | |
Dole Food Co., Inc., 7.25%, 6/15/25, Callable 2/11/21 @ 103.63 (d) | | | 500,000 | | | | 510,515 | | |
Post Holdings, Inc., 5.00%, 8/15/26, Callable 8/15/21 @ 102.5 (d) | | | 500,000 | | | | 517,039 | | |
Simmons Foods, Inc., 7.75%, 1/15/24, Callable 2/11/21 @ 103.88 (d) | | | 330,000 | | | | 343,613 | | |
| | | 1,849,852 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Energy (3.6%): | |
Antero Midstream Partners LP/Antero Midstream Finance Corp., 5.38%, 9/15/24, Callable 1/27/21 @ 102.69 | | $ | 250,000 | | | $ | 244,382 | | |
Antero Resources Corp. | |
5.63%, 6/1/23, Callable 2/11/21 @ 101.41 | | | 70,000 | | | | 68,450 | | |
8.38%, 7/15/26, Callable 1/15/24 @ 104.19 (d) (e) | | | 250,000 | | | | 254,377 | | |
Callon Petroleum Co., 9.00%, 4/1/25, Callable 10/1/22 @ 105 (d) | | | 100,000 | | | | 90,146 | | |
Centennial Resource Production LLC, 6.88%, 4/1/27, Callable 4/1/22 @ 103.44 (d) | | | 66,000 | | | | 47,315 | | |
Laredo Petroleum, Inc., 9.50%, 1/15/25, Callable 1/15/22 @ 104.75 | | | 31,000 | | | | 26,999 | | |
Occidental Petroleum Corp., 5.50%, 12/1/25, Callable 9/1/25 @ 100 | | | 50,000 | | | | 52,108 | | |
QEP Resources, Inc., 5.25%, 5/1/23, Callable 2/1/23 @ 100 | | | 100,000 | | | | 105,470 | | |
Range Resources Corp., 5.00%, 3/15/23, Callable 12/15/22 @ 100 | | | 100,000 | | | | 98,002 | | |
SM Energy Co., 6.75%, 9/15/26, Callable 9/15/21 @ 103.38 | | | 100,000 | | | | 81,479 | | |
| | | 1,068,728 | | |
Financials (7.6%): | |
Acrisure LLC/Acrisure Finance, Inc., 8.13%, 2/15/24, Callable 2/15/21 @ 104.06 (d) | | | 225,000 | | | | 238,446 | | |
BCPE Cycle Merger Sub II, Inc., 10.63%, 7/15/27, Callable 7/15/22 @ 105.31 (d) | | | 300,000 | | | | 330,549 | | |
Capitol Investment Merger Sub 2 LLC, 10.00%, 8/1/24, Callable 8/1/21 @ 105 (d) | | | 250,000 | | | | 272,733 | | |
Compass Group Diversified Holdings LLC, 8.00%, 5/1/26, Callable 5/1/21 @ 104 (d) (f) | | | 500,000 | | | | 525,145 | | |
Gray Television, Inc., 7.00%, 5/15/27, Callable 5/15/22 @ 105.25 (d) | | | 120,000 | | | | 131,368 | | |
LABL Escrow Issuer LLC, 10.50%, 7/15/27, Callable 7/15/22 @ 105.25 (d) (f) | | | 250,000 | | | | 281,720 | | |
Resideo Funding, Inc., 6.13%, 11/1/26, Callable 11/1/21 @ 104.59 (d) | | | 300,000 | | | | 316,398 | | |
Wolverine Escrow LLC, 13.13%, 11/15/27, Callable 11/15/22 @ 109.84 (b) (d) | | | 250,000 | | | | 201,163 | | |
| | | 2,297,522 | | |
Health Care (7.7%): | |
Endo Dac/Endo Finance LLC/Endo Finco, Inc., 6.00%, 6/30/28, Callable 6/30/23 @ 104.5 (d) | | | 190,000 | | | | 158,086 | | |
Ortho-Clinical Diagnostics, Inc./Ortho-Clinical Diagnostics SA, 7.25%, 2/1/28, Callable 2/1/23 @ 103.63 (d) | | | 250,000 | | | | 263,725 | | |
Radiology Partners, Inc., 9.25%, 2/1/28, Callable 2/1/23 @ 104.63 (d) (f) | | | 300,000 | | | | 337,043 | | |
Regional Care Hospital Partners Holdings, Inc./LifePoint Health, Inc., 9.75%, 12/1/26, Callable 12/1/21 @ 104.88 (d) | | | 300,000 | | | | 328,224 | | |
Surgery Center Holdings, Inc., 10.00%, 4/15/27, Callable 4/15/22 @ 105 (b) (d) | | | 250,000 | | | | 275,118 | | |
Team Health Holdings, Inc., 6.38%, 2/1/25, Callable 1/27/21 @ 103.19 (d) | | | 250,000 | | | | 214,965 | | |
Tenet Healthcare Corp., 6.13%, 10/1/28, Callable 10/1/23 @ 103.06 (d) | | | 300,000 | | | | 312,366 | | |
Verscend Escrow Corp., 9.75%, 8/15/26, Callable 8/15/21 @ 104.88 (d) | | | 400,000 | | | | 434,796 | | |
| | | 2,324,323 | | |
Industrials (14.9%): | |
Ahern Rentals, Inc., 7.38%, 5/15/23, Callable 2/11/21 @ 101.84 (d) | | | 500,000 | | | | 365,190 | | |
Allison Transmission, Inc., 3.75%, 1/30/31, Callable 1/30/26 @ 101.88 (d) | | | 100,000 | | | | 102,300 | | |
American Airlines, Inc., 11.75%, 7/15/25 (d) | | | 250,000 | | | | 288,405 | | |
Apex Tool Group LLC/BC Mountain Finance, Inc., 9.00%, 2/15/23, Callable 2/11/21 @ 101 (b) (d) | | | 250,000 | | | | 244,125 | | |
Aramark Services, Inc., 6.38%, 5/1/25, Callable 5/1/22 @ 103.19 (d) | | | 250,000 | | | | 267,193 | | |
Cargo Aircraft Management, Inc., 4.75%, 2/1/28, Callable 2/1/23 @ 102.38 (d) | | | 200,000 | | | | 205,784 | | |
Delta Air Lines, Inc., 7.00%, 5/1/25 (d) | | | 250,000 | | | | 289,555 | | |
Howmet Aerospace, Inc., 6.88%, 5/1/25, Callable 4/1/25 @ 100 (f) | | | 250,000 | | | | 294,863 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., 6.50%, 6/20/27, Callable 6/30/23 @ 103.25 (d) | | $ | 250,000 | | | $ | 269,920 | | |
Pike Corp., 5.50%, 9/1/28, Callable 9/1/23 @ 102.75 (d) | | | 500,000 | | | | 526,645 | | |
Pisces Midco, Inc., 8.00%, 4/15/26, Callable 4/15/21 @ 104 (d) | | | 250,000 | | | | 262,633 | | |
SRS Distribution, Inc., 8.25%, 7/1/26, Callable 7/1/21 @ 104.13 (b) (d) (f) | | | 250,000 | | | | 265,625 | | |
TransDigm, Inc., 6.50%, 7/15/24, Callable 2/11/21 @ 101.63 | | | 400,000 | | | | 407,223 | | |
Triumph Group, Inc., 6.25%, 9/15/24, Callable 2/11/21 @ 103.13 (d) | | | 150,000 | | | | 148,370 | | |
WESCO Distribution, Inc., 7.25%, 6/15/28, Callable 6/15/23 @ 103.63 (d) | | | 250,000 | | | | 284,023 | | |
XPO Logistics, Inc., 6.25%, 5/1/25, Callable 5/1/22 @ 103.13 (d) | | | 250,000 | | | | 268,885 | | |
| | | 4,490,739 | | |
Information Technology (1.6%): | |
Colt Merger Sub, Inc., 8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (d) | | | 250,000 | | | | 276,705 | | |
Veritas U.S., Inc./Veritas Bermuda Ltd., 7.50%, 9/1/25, Callable 9/1/21 @ 103.75 (d) | | | 200,000 | | | | 205,134 | | |
| | | 481,839 | | |
Materials (3.9%): | |
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc., 5.25%, 8/15/27, Callable 8/15/22 @ 102.63 (d) | | | 250,000 | | | | 262,269 | | |
Forterra Finance LLC/FRTA Finance Corp., 6.50%, 7/15/25, Callable 7/15/22 @ 103.25 (d) | | | 150,000 | | | | 162,077 | | |
Greif, Inc., 6.50%, 3/1/27, Callable 3/1/22 @ 103.25 (d) | | | 400,000 | | | | 423,092 | | |
Plastipak Holdings, Inc., 6.25%, 10/15/25, Callable 2/11/21 @ 103.13 (d) | | | 330,000 | | | | 341,091 | | |
| | | 1,188,529 | | |
Real Estate (0.7%): | |
Adams Homes, Inc., 7.50%, 2/15/25, Callable 2/15/22 @ 103.75 (d) | | | 200,000 | | | | 208,850 | | |
Total Corporate Bonds (Cost $20,549,065) | | | 21,805,314 | | |
Yankee Dollars (7.0%) | |
Consumer Discretionary (0.8%): | |
1011778 BC ULC/New Red Finance, Inc., 4.38%, 1/15/28, Callable 11/15/22 @ 102.19 (d) | | | 220,000 | | | | 226,613 | | |
Financials (0.6%): | |
Intelsat Jackson Holdings SA, 8.50%, 10/15/24, Callable 2/11/21 @ 106.38 (d) (g) (h) (i) | | | 250,000 | | | | 177,725 | | |
Health Care (1.3%): | |
Bausch Health Cos., Inc., 6.13%, 4/15/25, Callable 2/11/21 @ 103.06 (d) | | | 385,000 | | | | 396,677 | | |
Industrials (2.2%): | |
Algeco Global Finance 2 PLC, 10.00%, 8/15/23, Callable 1/22/21 @ 105 (d) (f) | | | 300,000 | | | | 305,250 | | |
Bombardier, Inc., 7.88%, 4/15/27, Callable 4/15/22 @ 103.94 (d) | | | 400,000 | | | | 367,776 | | |
| | | 673,026 | | |
Materials (2.1%): | |
Intertape Polymer Group, Inc., 7.00%, 10/15/26, Callable 10/15/21 @ 103.5 (d) | | | 350,000 | | | | 370,913 | | |
Titan Acquisition Ltd./Titan Co-Borrower LLC, 7.75%, 4/15/26, Callable 4/15/21 @ 103.88 (d) (f) | | | 250,000 | | | | 259,865 | | |
| | | 630,778 | | |
Total Yankee Dollars (Cost $2,126,295) | | | 2,104,819 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Collateral for Securities Loaned^ (5.0%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (j) | | | 26,317 | | | $ | 26,317 | | |
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (j) | | | 904,145 | | | | 904,145 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.04% (j) | | | 13,134 | | | | 13,134 | | |
JPMorgan Prime Money Market Fund, Capital Class, 0.12% (j) | | | 104,723 | | | | 104,723 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.09% (j) | | | 470,853 | | | | 470,853 | | |
Total Collateral for Securities Loaned (Cost $1,519,172) | | | 1,519,172 | | |
Total Investments (Cost $29,535,161) — 101.7% | | | 30,619,609 | | |
Liabilities in excess of other assets — (1.7)% | | | (500,544 | ) | |
NET ASSETS — 100.00% | | $ | 30,119,065 | | |
^ Purchased with cash collateral from securities on loan.
(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 December 31, 2020.
(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 December 31, 2020, the fair value of these securities was $19,341,940 and amounted to 64.3% of net assets.
(e) Security or a portion of the security purchased on a delayed-delivery and/or when-issued basis.
(f) All or a portion of this security has been segregated as collateral for securities purchased on a when-issued basis.
(g) Defaulted security.
(h) The company has filed for bankruptcy.
(i) The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of December 31, 2020, illiquid securities were 0.6% of the Fund's net assets.
(j) Rate disclosed is the daily yield on December 31, 2020.
bps — Basis points
LIBOR — London InterBank Offered Rate
LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security
LIBOR02M — 2 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security
LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security
LLC — Limited Liability Company
LP — Limited Partnership
PLC — Public Limited Company
ULC — Unlimited Liability Co.
See notes to financial statements.
13
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2020 | |
| | Victory High Yield VIP Series | |
ASSETS: | |
Investments, at value (Cost $29,535,161) | | $ | 30,619,609 | (a) | |
Cash and cash equivalents | | | 764,317 | | |
Receivables: | |
Interest and dividends | | | 465,900 | | |
Capital shares issued | | | 39,371 | | |
Investments sold | | | 241,909 | | |
From Adviser | | | 5,605 | | |
Prepaid expenses | | | 439 | | |
Total Assets | | | 32,137,150 | | |
LIABILITIES: | |
Payables: | |
Collateral received on loaned securities | | | 1,519,172 | | |
Investments purchased | | | 454,071 | | |
Capital shares redeemed | | | 63 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 15,141 | | |
Administration fees | | | 1,547 | | |
Custodian fees | | | 1,916 | | |
Transfer agent fees | | | 3,436 | | |
Compliance fees | | | 20 | | |
Trustees' fees | | | 1 | | |
Other accrued expenses | | | 22,718 | | |
Total Liabilities | | | 2,018,085 | | |
NET ASSETS: | |
Capital | | | 30,896,714 | | |
Total accumulated earnings/(loss) | | | (777,649 | ) | |
Net Assets | | $ | 30,119,065 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 4,060,073 | | |
Net asset value: | | $ | 7.42 | | |
(a) Includes $1,446,545 of securities on loan.
See notes to financial statements.
14
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2020 | |
| | Victory High Yield VIP Series | |
Investment Income: | |
Dividends | | $ | 3,700 | | |
Interest | | | 1,973,973 | | |
Securities lending (net of fees) | | | 12,444 | | |
Total Income | | | 1,990,117 | | |
Expenses: | |
Investment advisory fees | | | 170,949 | | |
Administration fees | | | 17,331 | | |
Sub-Administration fees | | | 14,167 | | |
Accounting fees | | | — | | |
Custodian fees | | | 10,686 | | |
Transfer agent fees | | | 38,794 | | |
Trustees' fees | | | 3,725 | | |
Compliance fees | | | 251 | | |
Legal and audit fees | | | 14,477 | | |
Printing fees | | | 17,279 | | |
Other expenses | | | 9,261 | | |
Total Expenses | | | 296,920 | | |
Expenses waived/reimbursed by Adviser | | | (43,362 | ) | |
Net Expenses | | | 253,558 | | |
Net Investment Income (Loss) | | | 1,736,559 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 41,667 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | 380,633 | | |
Net realized/unrealized gains on investments | | | 422,300 | | |
Change in net assets resulting from operations | | $ | 2,158,859 | | |
See notes to financial statements.
15
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory High Yield VIP Series | |
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 1,736,559 | | | $ | 1,971,424 | | |
Net realized gains (losses) from investments | | | 41,667 | | | | 11,875 | | |
Net change in unrealized appreciation/depreciation on investments | | | 380,633 | | | | 2,697,750 | | |
Change in net assets resulting from operations | | | 2,158,859 | | | | 4,681,049 | | |
Change in net assets resulting from distributions to shareholders | | | (1,971,688 | ) | | | (2,209,102 | ) | |
Change in net assets resulting from capital transactions | | | (807,644 | ) | | | (2,650,644 | ) | |
Change in net assets | | | (620,473 | ) | | | (178,697 | ) | |
Net Assets: | |
Beginning of period | | | 30,739,538 | | | | 30,918,235 | | |
End of period | | $ | 30,119,065 | | | $ | 30,739,538 | | |
Capital Transactions: | |
Proceeds from shares issued | | | 1,973,754 | | | | 1,334,140 | | |
Distributions reinvested | | | 1,971,688 | | | | 2,209,102 | | |
Cost of shares redeemed | | | (4,753,086 | ) | | | (6,193,886 | ) | |
Change in net assets resulting from capital transactions | | | (807,644 | ) | | | (2,650,644 | ) | |
Share Transactions: | |
Issued | | | 274,154 | | | | 176,852 | | |
Reinvested | | | 267,529 | | | | 300,558 | | |
Redeemed | | | (659,131 | ) | | | (822,666 | ) | |
Change in Shares | | | (117,448 | ) | | | (345,256 | ) | |
See notes to financial statements.
16
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17
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | | | Investment Activities | | Distributions to Shareholders From | |
| | Net Asset Value, Beginning of Period | | Net Investment Income (Loss)(a) | | Net Realized and Unrealized Gains (Losses) on Investments | | Total from Investment Activities | | Net Investment Income | | Total Distributions | |
Victory High Yield VIP Series | |
Year Ended 12/31/20 | | $ | 7.36 | | | | 0.44 | | | | 0.14 | | | | 0.58 | | | | (0.52 | ) | | | (0.52 | ) | |
Year Ended 12/31/19 | | $ | 6.84 | | | | 0.47 | | | | 0.62 | | | | 1.09 | | | | (0.57 | ) | | | (0.57 | ) | |
Year Ended 12/31/18 | | $ | 6.86 | | | | 0.45 | | | | (0.43 | ) | | | 0.02 | | | | (0.04 | ) | | | (0.04 | ) | |
Year Ended 12/31/17 | | $ | 6.63 | | | | 0.42 | | | | 0.24 | | | | 0.66 | | | | (0.43 | ) | | | (0.43 | ) | |
Year Ended 12/31/16 | | $ | 6.13 | | | | 0.41 | | | | 0.53 | | | | 0.94 | | | | (0.45 | ) | | | (0.45 | ) | |
(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) The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.15% for the period shown. (See Note 8)
See notes to financial statements.
18
Victory Variable Insurance Funds | | Financial Highlights — continued | |
For a Share Outstanding Throughout Each Period
| | | | Ratios to Average Net Assets | | Supplemental Data | |
| | Capital Contribution from Prior Custodian, Net (See Note 8) | | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory High Yield VIP Series | |
Year Ended 12/31/20 | | | — | | | $ | 7.42 | | | | 7.92 | % | | | 0.89 | % | | | 6.10 | % | | | 1.04 | % | | $ | 30,119 | | | | 91 | % | |
Year Ended 12/31/19 | | | — | | | $ | 7.36 | | | | 15.89 | % | | | 0.89 | % | | | 6.22 | % | | | 0.99 | % | | $ | 30,739 | | | | 60 | % | |
Year Ended 12/31/18 | | | — | | | $ | 6.84 | | | | 0.29 | % | | | 0.83 | % | | | 6.38 | % | | | 0.83 | % | | $ | 30,918 | | | | 94 | % | |
Year Ended 12/31/17 | | | — | | | $ | 6.86 | | | | 9.94 | % | | | 0.79 | % | | | 6.02 | % | | | 0.79 | % | | $ | 37,411 | | | | 173 | % | |
Year Ended 12/31/16 | | | 0.01 | | | $ | 6.63 | | | | 15.44 | %(c) | | | 0.87 | % | | | 6.31 | % | | | 0.87 | % | | $ | 38,842 | | | | 159 | % | |
See notes to financial statements.
19
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2020 | |
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 investment company. The Trust is comprised of eight 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. Victory High Yield VIP Series (the "Fund"), a series of the Trust, offers a single class of shares: Class I Shares. The Fund's shares are only available for purchase by certain separate accounts of insurance companies as investments for certain variable annuity plans and variable life insurance contracts issued by those insurance companies. The accompanying financial statements are those of the Fund.
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 Generally Accepted Accounting Principles 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 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.
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
Investments in open-end investment companies are valued at net asset value ("NAV"). 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.
A summary of the valuations as of December 31, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments.
| | LEVEL 1 | | LEVEL 2 | | LEVEL 3 | | Total | |
Common Stocks | | $ | 289,228 | | | $ | — | | | $ | — | | | $ | 289,228 | | |
Senior Secured Loans | | | — | | | | 4,901,076 | | | | — | | | | 4,901,076 | | |
Corporate Bonds | | | — | | | | 21,805,314 | | | | — | | | | 21,805,314 | | |
Yankee Dollars | | | — | | | | 2,104,819 | | | | — | | | | 2,104,819 | | |
Collateral for Securities Loaned | | | 1,519,172 | | | | — | | | | — | | | | 1,519,172 | | |
Total | | $ | 1,808,400 | | | $ | 28,811,209 | | | $ | — | | | $ | 30,619,609 | | |
For the year ended December 31, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.
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 NAV. 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 and the segregated assets are identified on the Schedule of Portfolio Investments.
Loans:
Floating rate loans in which the Fund invests are primarily "senior" loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Fund's floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See note regarding below-investment-grade securities.
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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:
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 determined on the basis of coupon interest accrued using effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.
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 on the Statement of Operations.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted on the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. During the
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays the Agent various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering their 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 which are subject to offset under the MSLA as of December 31, 2020. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.
Gross Amount of | | Value of Cash | | Value of Non-cash Collateral Received by Maturity | | | |
Recognized Assets (Value of Securities on Loan) | | Collateral Received* | | <30 Days | | Between 30 & 90 days | | > 90 Days | | Net Amount | |
$ | 1,446,545 | | | $ | 1,446,545 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed on the 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 years, which includes the current fiscal tax year end). 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 in the Trust, or jointly with an affiliated trust, are allocated among the 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 year ended December 31, 2020, were as follows:
| | Excluding U.S. Government Securities | |
| | Purchases | | Sales | |
| | | | $ | 24,800,283 | | | $ | 25,962,706 | | |
For the year ended December 31, 2020, there were no purchases or sales of U.S. Government Securities.
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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. Amounts incurred and paid to VCM for the year ended December 31, 2020, are reflected on the Statement of Operations as Investment advisory fees.
VCM has entered into a Sub-Advisory Agreement with Park Avenue Institutional Advisers LLC ("Park Avenue") with respect to the Fund. Park Avenue is responsible for providing day-to-day investment advisory services to the Fund, subject to the oversight of the Board. 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 the Administration, Servicing 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 "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Administration fees.
Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to the 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 out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Sub-Administration fees.
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Custodian fees.
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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Transfer agent fees.
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 aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Compliance fees.
Sidley Austin LLP provides legal services to the Trust.
Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
expenses 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 limits. As of December 31, 2020, 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 to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the year, if any, are reflected on the Statement of Operations as Recoupment of prior expenses waived/reimbursed by Adviser. As of December 31, 2020, the following amounts are available to be repaid to the Adviser. As of December 31, 2020, the following amounts are available to be repaid to the Adviser. The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at December 31, 2020.
Expires December 31, 2022 | | Expires December 31, 2023 | | Total | |
$ | 32,348 | | | $ | 43,362 | | | $ | 75,710 | | |
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 year ended December 31, 2020.
Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, Custodian, Distributor, and Legal Counsel.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
High-Yield/Junk Bond Risk — Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short and longer periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.
Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.
Loan Risk — Investments in loans are generally subject to the same risks as investments in other types of debt securities, including, in many cases, investments in high-yield/junk bonds. There may be limited public information available regarding the loan. They may be difficult to value and may be illiquid. The receipt of principal and interest on some loans may be subject to the credit risk of a financial institution that issues or administers the loan. Transactions in loans often settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan for a substantial period of time after the sale. In certain circumstances, the Fund may not have the same protections available to investors under the federal securities laws.
Geopolitical/Natural Disaster Risk — An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.
LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. However, the use of LIBOR started to come under pressure following manipulation allegations in 2012. Despite increased regulation and other corrective actions since that time, concerns have arisen regarding its viability as a benchmark, due largely to reduced activity in the financial markets that it measures. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023 (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, nor any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.
6. Borrowing and Interfund Lending:
Line of Credit:
For the year ended December 31, 2020, the Victory Funds Complex and USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex and USAA Mutual Funds Complex, combined, may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund (herein, the "Fund"), another series of the Victory
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended December 31, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Line of credit fees.
The Fund did not utilize the Line of Credit during the year ended December 31, 2020.
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, that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending.
The Fund did not utilize the Facility during the year ended December 31, 2020.
7. Federal Income Tax Information:
Dividends from net investment income, if any, are declared and paid annually 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 (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distributions reclassification), 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.
As of December 31, 2020, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
| | Distributions paid from | | | | Distributions paid from | | | |
| | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
| | | | $ | 1,971,688 | | | $ | — | | | $ | 1,971,688 | | | $ | 2,209,102 | | | $ | — | | | $ | 2,209,102 | | |
As of December 31, 2020, the components of accumulated earnings/(loss) on a tax basis were as follows:
| | Undistributed Ordinary Income | | Accumulated Earnings | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
| | | | $ | 1,738,461 | | | $ | 1,738,461 | | | $ | (3,598,800 | ) | | $ | 1,082,690 | | | $ | (777,649 | ) | |
* The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales.
As of December 31, 2020, the Fund had short-term and long-term capital loss carryforwards of $663,451 and $2,935,349, respectively, that are not subject to expiration.
During the tax year ended December 31, 2020, the Fund utilized $41,276 of capital loss carryforwards.
As of December 31, 2020, 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) | |
$ | 29,536,919 | | | $ | 1,613,848 | | | $ | (531,158 | ) | | $ | 1,082,690 | | |
8. Capital Contribution from Prior Custodian:
During 2016, the Fund received notification from the Fund's prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to 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 activities in question, 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 December 31, 2020, the shareholder listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund. Shareholders of record may hold Fund shares for the benefit of their customers.
Shareholder | | Percent | |
GIAC* | | | 100.0 | %* | |
* The Guardian Insurance & Annuity Company, Inc. ("GIAC") and Park Avenue are wholly owned subsidiaries of The Guardian Life Insurance Company of America. The amount represents indirect interests of variable annuity contract holders or variable life policyholders.
28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory High Yield VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2020, the related statement of operations for the year then ended and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116163_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2021
29
Victory Variable Insurance Funds | | Supplemental Information December 31, 2020 | |
(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 nine Trustees, eight 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 date of birth, 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 eight portfolios in the Trust, 42 portfolios in Victory Portfolios and 27 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. David C. Brown is a Trustee of USAA Mutual Funds Trust and oversees 46 portfolios of the USAA Mutual Funds Trust. 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 Date of Birth | | 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, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D.T. Andrews, Born April 1947 | | 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). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015). | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
30
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | 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. | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | 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, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | Trustee, USAA Mutual Funds Trust. | |
* 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.
31
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, 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 Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | 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, Born March 1984 | | 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 Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, Born April 1960 | | 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, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
32
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Proxy Voting and Portfolio Holdings Information
Proxy Voting:
Information regarding the policies and procedures 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 quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's web site at www.sec.gov.
Expense Example
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 July 1, 2020, through December 31, 2020.
The Actual Expense figures in the table below provide 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 "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
The Hypothetical Expense figures in the table below provide 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 shareholder reports of other funds.
Please note 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 7/1/2020 | | Actual Ending Account Value 12/31/2020 | | Hypothetical Ending Account Value 12/31/2020 | | Actual Expenses Paid During Period 7/1/20-12/31/20* | | Hypothetical Expenses Paid During Period 7/1/20-12/31/20* | | Annualized Expense Ratio During Period 7/1/20-12/31/20 | |
$ | 1,000.00 | | | $ | 1,141.30 | | | $ | 1,020.66 | | | $ | 4.79 | | | $ | 4.52 | | | | 0.89 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/366 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
33
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
Additional Federal Income Tax Information
For the year ended December 31, 2020, the Fund paid qualified dividend income for the purposes of reduced individual federal income tax rates of 1%.
Dividends qualified for corporate dividends received deductions of 1%.
34
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreements
The Board approved the advisory agreement with the Adviser, on behalf of the Fund (the "Advisory Agreement"), and the sub-advisory agreement between the Adviser and Park Avenue Institutional Advisers LLC (the "Sub-Adviser"), on behalf of the Fund (the "Sub-Advisory Agreement" and together with the Advisory Agreement, the "Agreements"), at a meeting, which was called for that purpose, on December 2, 2020. The Board also considered information relating to the Fund and the Agreements provided throughout the year and, more specifically, at a meeting on October 27, 2020, called for the purpose of reviewing the Agreements. In considering whether to approve the Agreements, the Board requested, and the Adviser and Sub-Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund , which also serves as independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by an independent consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser and Sub-Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's (or the Sub-Adviser's) operations.
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreements should be continued. The Board reviewed numerous factors with respect to the Fund, including the services to be provided by the Sub-Adviser. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows;
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
35
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
In considering whether the compensation paid to the Sub-Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Sub-Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The fees payable for the services;
• Representations by the Adviser that the sub-advisory fee for the Fund is within the range of fees agreed to in the market for similar services;
• Whether the fee would be sufficient to enable the Sub-Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• Research and other service benefits received by the Sub-Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Sub-Adviser as a result of its sub-advisory relationship with the Fund;
• The capabilities and financial condition of the Sub-Adviser;
• The nature, quality and extent of the oversight and compliance services provided by the Adviser;
• The historical relationship between the Fund and the Sub-Adviser; and
• Current economic and industry trends.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. In addition, the Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by an independent consultant and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of the Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the independent consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which are generally viewed as a method by which an investment adviser shares any economies of scale with a fund as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below, and would consider breakpoints at a future time if the Fund's assets were to grow significantly.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board considered information concerning the fee paid to the Sub-Adviser under the Sub-Advisory Agreement. The Board considered the relative roles and responsibilities of the Adviser and the Sub-Adviser with respect to the Fund and noted that, among other things: (1) the sub-advisory fees for the Fund are paid by the Adviser and, therefore, are not a direct expense of the Fund; and (2) the Adviser supervises the Sub-Adviser. The Board also considered the Adviser's representation that the fees to be paid to the Sub-Adviser are within the range of sub-advisory fees paid to other sub-advisers for similar services. The Board reviewed fees and other information related to the Sub-Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts. The Board recognized that because the sub-advisory fees are paid by the Adviser, any arrangement by the Sub-Adviser to reduce its fee as a Fund grows would have no direct impact on the Fund or its shareholders.
36
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.
The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's peer group and benchmark index and considered the fact that the Fund outperformed the benchmark index for the three- and five-year periods, underperformed the benchmark index for the one- and ten-year periods, and outperformed the peer group median all of the periods reviewed, with the exception of the one-year period.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
37
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
Based on its review of the information requested and provided, and following extended discussions, the Board concluded, among other things, that the Sub-Advisory Agreement, with respect to Fund, was consistent with the best interests of the Fund and its shareholders and unanimously approved the Sub-Advisory Agreement (including the fees to be charged for services thereunder), on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Sub-Adviser under the Sub-Advisory Agreement in light of the investment advisory services provided, the costs of these services and the estimated profitability of the Sub-Adviser's relationship with the Fund;
• The nature, quality and extent of the investment advisory services provided by the portfolio management team of the Sub-Adviser which have resulted in each Fund achieving its stated investment objective;
• The Sub-Adviser's representations regarding its staffing and capabilities to manage the Fund; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Sub-Adviser.
38
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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December 31, 2020
Annual Report
Victory Variable Insurance Funds
Victory INCORE Low Duration Bond VIP Series
Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail from the insurance company that issued your variable annuity and variable life insurance contract, unless you specifically request paper copies of the reports from your insurance company. Instead, the reports will be made available on www.victoryfunds.com. The insurance company that offers your contract may also make these reports available on a website, and such insurance company will notify you by mail each time a report is posted and provide you with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company electronically by following the instructions provided by the insurance company.
If offered by your insurance company, you may elect to receive all future reports in paper and free of charge from the insurance company. You can inform your insurance company that you wish to continue receiving paper copies of your reports. Your election to receive reports in paper will apply to all funds available under your contract.
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
Shareholder Letter (Unaudited) | | | 3 | | |
Managers' Commentary (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 7 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 8 | | |
Schedule of Portfolio Investments | | | 9 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 17 | | |
Statement of Operations | | | 18 | | |
Statements of Changes in Net Assets | | | 19 | | |
Financial Highlights | | | 20 | | |
Notes to Financial Statements | | | 22 | | |
Report of Independent Registered Public Accounting Firm | | | 34 | | |
Supplemental Information (Unaudited) | |
Trustees' and Officers' Information | | | 35 | | |
Proxy Voting and Portfolio Holdings Information | | | 38 | | |
Expense Example | | | 38 | | |
Advisory Contract Renewal | | | 39 | | |
Privacy Policy (inside back cover) | |
The Fund is distributed by Victory Capital Services, 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 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 Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
When we look back on 2020, we will undoubtedly remember it as an extraordinary year. A year ago, no one could have imagined the unusual events that would challenge us personally, professionally, and collectively as a nation. But in retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.
The year began with rudimentary worries, such as economic growth rates, trade deals, and interest rates. But a novel coronavirus and the subsequent worldwide spread of COVID-19 became an unprecedented event. To combat the pandemic, governments everywhere issued austere shelter-in-place orders, and the global economy slowed markedly. Equity markets sold off sharply in March and April, and second quarter U.S. GDP contracted by an alarming annual rate of 31.4%.
It's no surprise that so many investors flocked to the perceived safety of U.S. Treasurys. Meanwhile, liquidity evaporated (for a short spell) in many other segments of the fixed income market, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.
A response, however, came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action — cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).
It was impressive how quickly those actions helped end the stock market's freefall and restore order across much of the fixed-income universe. The rebound was almost as robust as the drawdown, and third-quarter GDP (the most recent finalized data available) grew at a 33.4% annualized rate.
Late in the year, markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter when it became clear the United States Congress would provide another dose of fiscal stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.
Through all the unprecedented events and extreme volatility, the S&P 500® Index registered an impressive annual return of 18.40% for the 12-month period ended December 31, 2020. Meanwhile, the yield on 10-year U.S. Treasurys declined 95 basis points over the same period, reflecting both the Fed's interest rate cuts and its pledge to keep rates low longer. The yield on 10-Year U.S. Treasurys was 0.93% as of December 31, 2020.
While markets endured and performed admirably during 2020, perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to
3
remain focused on your long-term investment goals and avoid making emotional decisions. Moreover, we continue to have confidence in all of Victory Capital's autonomous Investment Franchises and their ability to navigate the ups and downs.
On the following pages, you will find information relating to your Victory Funds investment. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863, or visit our website at www.vcm.com.
My colleagues and I sincerely appreciate the confidence you have placed in the Victory Funds, and we value the opportunity to help meet your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116164_bc003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory INCORE Low Duration Bond VIP Series
Managers' Commentary
(Unaudited)
What were the market conditions during the reporting period?
As we end one of the most turbulent years in economic history, markets remain near all-time highs, driven by unprecedented levels of monetary and fiscal stimulus. The U.S. economy experienced its single largest economic loss in the nation's history, contracting by 31.4% during the second quarter of 2020. The dramatic second-quarter collapse in economic activity has been followed by consecutive quarters of robust economic growth. Specifically, third-quarter U.S. gross domestic product ("GDP") rebounded by a robust 33.4%, and the Atlanta Fed's GDPNow forecasting model predicts fourth-quarter growth to print around 8.6%. While the GDPNow forecast will likely vary from the final U.S. GDP growth figure, what we can take away from the estimate is that the recovery has been quicker than anticipated.
Despite a better than expected economic recovery, much has hinged on the overwhelming amount of fiscal and monetary stimulus injected into the economy. Since March, the U.S. Federal Reserve (the "Fed") has provided trillions in monetary stimulus. Monetary policy has helped stabilize and buoy financial markets, but it is the fiscal stimulus that has supported the rebound in actual economic activity. The U.S. Congress has passed three rounds of fiscal stimulus since March totaling an additional $4 trillion, which is equivalent to nearly 20% of U.S. GDP in 2019.
It is difficult to estimate the long-term consequences of unprecedented fiscal and monetary stimulus. The Fed, U.S. Treasury, and U.S. Congress are embarking upon a grand experiment in Modern Monetary Theory ("MMT"), where massive fiscal deficits purportedly do not matter for countries that control their own currency. In the short run, we believe monetary and fiscal stimulus is likely to be supportive of economic growth and market valuations. We worry that early success with MMT may lead to long-term unintended economic consequences later in the decade.
We remain concerned about the possible long-term inflationary effects of continued MMT, but thus far the Fed's preferred measure of inflation, core personal consumption expenditures (PCE), remains below their long-term 2% objective. Furthermore, the Fed seems intent on anchoring front-end interest rates near zero for the foreseeable future in order to meet, or exceed, their target. As a result, we do not expect much movement in short-term interest rates; however, we remain concerned about the impact continued stimulus combined with the Fed's newly announced inflation-targeting policy could have on intermediate- and long-end interest rates. These concerns are motivating us to position accounts relatively short duration versus benchmarks going into 2021.
How did Victory INCORE Low Duration Bond VIP Series (the "Fund") perform during the reporting period?
The Fund seeks to provide a high level of current income consistent with preservation of capital. The Fund returned 4.33% for the year ended December 31, 2020, outperforming the Bloomberg Barclays U.S. 1-3 Year Government Bond Index (the "Index"), which returned 3.14% during the reporting period.
5
Victory Variable Insurance Funds
Victory INCORE Low Duration Bond VIP Series (continued)
Managers' Commentary (continued)
What strategies did you employ during the reporting period?
The Fund came into 2020 overweight agency mortgages and relatively light corporate credit exposure. During the late part of the first quarter and beginning part of the second quarter, during the worst of the market rout, we moved to a large overweight position in corporate credit. We maintained this corporate credit overweight as we ended the year. The Fund greatly benefited from this positioning during the year.
We believe that with yields on short- and intermediate-term U.S. Treasurys near historic lows, investors have no other reasonable alternative but to invest in high-quality corporate and consumer credit. We do not believe investors are receiving enough yield or duration benefit from owning U.S. Treasurys at current levels. As a result, we added a significant overweight to corporate credit at discounted valuations late in the first quarter and beginning part of the second quarter. We maintained this overweight at year-end and continue to selectively add high-grade corporates across the curve as opportunities present themselves. This positioning has been additive to performance over the year, helping the Fund outpace the Index for 2020.
As we enter a new year, we believe massive monetary and fiscal stimulus will continue to buoy markets as both the incoming Biden administration and the Fed seem interested in continuing the MMT experiment in the near term. However, it is likely to be a volatile and uncertain time as the long-term effects of MMT are unknown. The key attributes we strive for when positioning client portfolios for an uncertain outlook are quality, balance and diversification. We believe we are well positioned across our portfolios for this uncertain environment, and we believe being overweight credit and underweight duration versus the Index should be additive to performance as we enter the coming year.
6
Victory Variable Insurance Funds
Victory INCORE Low Duration Bond VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2020
| | Class I | | | |
INCEPTION DATE | | 8/28/03 | | | |
| | Net Asset Value | | Bloomberg Barclays U.S. Government 1-3 Year Bond Index1 | |
One Year | | | 4.33 | % | | | 3.14 | % | |
Five Year | | | 2.56 | % | | | 1.92 | % | |
Ten Year | | | 1.94 | % | | | 1.32 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.
Victory INCORE Low Duration Bond VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116164_bc004.jpg)
1The Bloomberg Barclays U.S. Government 1-3 Year Bond Index is generally considered to be representative of U.S. government bonds with maturities between one and three years. This index does not include the effect of sale charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Past performance is not indicative of future results.
7
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | December 31, 2020 | |
(Unaudited)
Investment Objective & Portfolio Holdings:
Victory INCORE Low Duration Bond VIP Series seeks to provide a high level of current income consistent with preservation of capital.
Sector Allocation*:
December 31, 2020
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116164_bc005.jpg)
* Does not include futures, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
8
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Asset-Backed Securities (1.3%) | |
AmeriCredit Automobile Receivables Trust, Series 2016-3, Class C, 2.24%, 4/8/22, Callable 3/8/21 @ 100 (a) | | $ | 82,315 | | | $ | 82,326 | | |
AmeriCredit Automobile Receivables Trust, Series 2018-1, Class B, 3.26%, 1/18/24, Callable 10/18/22 @ 100 (a) | | | 2,800,000 | | | | 2,843,980 | | |
Santander Drive Auto Receivables Trust, Series 2020-1, Class A2A, 2.07%, 1/17/23, Callable 8/15/23 @ 100 (a) | | | 295,877 | | | | 297,187 | | |
Total Asset-Backed Securities (Cost $3,177,854) | | | 3,223,493 | | |
Collateralized Mortgage Obligations (2.3%) | |
Benefit Street Partners CLO III Ltd., Series 2013-IIIA, Class AIR, 1.47% (LIBOR03M+125bps), 7/20/29, Callable 1/20/21 @ 100 (a) (b) (c) | | | 1,497,580 | | | | 1,497,608 | | |
Galaxy CLO Ltd., Series 2017-24A, Class A, 1.36% (LIBOR03M+112bps), 1/15/31, Callable 1/15/21 @ 100 (a) (b) (c) | | | 1,000,000 | | | | 995,502 | | |
Steele Creek CLO Ltd., Series 2017-1A, Class A, 1.49% (LIBOR03M+125bps), 1/15/30, Callable 1/15/21 @ 100 (a) (b) (c) | | | 2,175,000 | | | | 2,164,265 | | |
Voya CLO Ltd., Series 2017-4A, Class A1, 1.37% (LIBOR03M+113bps), 10/15/30, Callable 1/15/21 @ 100 (a) (b) (c) | | | 1,000,000 | | | | 998,001 | | |
Total Collateralized Mortgage Obligations (Cost $5,616,739) | | | 5,655,376 | | |
Preferred Stocks (2.0%) | |
Financials (0.7%): | |
AMG Capital Trust II, 10/15/37, 5.15% | | | 2,060 | | | | 99,982 | | |
Bank of America Corp., Series L, 7.25% (d) | | | 350 | | | | 531,503 | | |
KKR & Co., Inc., Series C, 9/15/23, 6.00% | | | 7,108 | | | | 428,470 | | |
Wells Fargo & Co., Series L, 7.50% (d) | | | 415 | | | | 629,929 | | |
| | | 1,689,884 | | |
Health Care (0.2%): | |
Danaher Corp., Series B, 4/15/23, 5.00% (e) | | | 350 | | | | 455,385 | | |
Industrials (0.2%): | |
Stanley Black & Decker, Inc., 11/15/22, 5.25% | | | 5,170 | | | | 578,213 | | |
Utilities (0.9%): | |
American Electric Power Co., Inc., 8/15/23, 6.13% | | | 1,895 | | | | 95,944 | | |
CenterPoint Energy, Inc., 4.57%, 9/15/29 (f) | | | 3,690 | | | | 228,559 | | |
Dominion Energy, Inc., Series A, 6/1/22, 7.25% | | | 5,585 | | | | 560,343 | | |
DTE Energy Co., 11/1/22, 6.25% | | | 7,453 | | | | 358,787 | | |
NextEra Energy, Inc., 3/1/23, 5.28% | | | 9,795 | | | | 497,977 | | |
The Southern Co., Series 2019, 8/1/22, 6.75% | | | 8,695 | | | | 451,271 | | |
| | | 2,192,881 | | |
Total Preferred Stocks (Cost $4,781,559) | | | 4,916,363 | | |
Corporate Bonds (41.4%) | |
Communication Services (3.5%): | |
AT&T, Inc., 4.25%, 3/1/27, Callable 12/1/26 @ 100 (a) | | | 471,000 | | | | 550,321 | | |
CenturyLink, Inc., 6.75%, 12/1/23 | | | 402,000 | | | | 447,354 | | |
Comcast Corp., 3.10%, 4/1/25, Callable 3/1/25 @ 100 (a) | | | 1,182,000 | | | | 1,299,940 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Electronic Arts, Inc., 3.70%, 3/1/21, Callable 2/1/21 @ 100 (a) | | $ | 2,255,000 | | | $ | 2,260,547 | | |
Sirius XM Radio, Inc., 4.63%, 7/15/24, Callable 7/15/21 @ 102.31 (a) (c) | | | 879,000 | | | | 911,163 | | |
Verizon Communications, Inc. 5.15%, 9/15/23 (a) | | | 1,835,000 | | | | 2,068,247 | | |
3.38%, 2/15/25 (a) | | | 325,000 | | | | 360,883 | | |
1.32% (LIBOR03M+110bps), 5/15/25, Callable 3/15/25 @ 100 (a) (b) | | | 719,000 | | | | 738,535 | | |
| | | 8,636,990 | | |
Consumer Discretionary (6.0%): | |
Best Buy Co., Inc., 4.45%, 10/1/28, Callable 7/1/28 @ 100 (a) | | | 375,000 | | | | 451,365 | | |
Booking Holdings, Inc. 0.90%, 9/15/21 | | | 105,000 | | | | 121,698 | | |
0.75%, 5/1/25 (c) (e) | | | 355,000 | | | | 515,746 | | |
D.R. Horton, Inc., 4.75%, 2/15/23, Callable 11/15/22 @ 100 (a) | | | 3,006,000 | | | | 3,235,929 | | |
Expedia Group, Inc., 3.60%, 12/15/23, Callable 11/15/23 @ 100 (c) | | | 980,000 | | | | 1,046,004 | | |
General Motors Co., 4.88%, 10/2/23 (a) | | | 1,191,000 | | | | 1,322,236 | | |
Hasbro, Inc., 3.15%, 5/15/21, Callable 3/15/21 @ 100 (a) | | | 2,622,000 | | | | 2,634,900 | | |
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 4.88%, 4/1/27, Callable 4/1/22 @ 102.44 | | | 536,000 | | | | 566,648 | | |
LGI Homes, Inc., 6.88%, 7/15/26, Callable 7/15/21 @ 103.44 (a) (c) | | | 256,000 | | | | 268,483 | | |
Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100 | | | 1,225,000 | | | | 1,309,721 | | |
NVR, Inc., 3.95%, 9/15/22, Callable 6/15/22 @ 100 (a) (e) | | | 2,985,000 | | | | 3,139,802 | | |
| | | 14,612,532 | | |
Consumer Staples (3.0%): | |
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (a) | | | 568,000 | | | | 658,903 | | |
BAT Capital Corp., 4.70%, 4/2/27, Callable 2/2/27 @ 100 (a) | | | 1,450,000 | | | | 1,709,738 | | |
Church & Dwight Co., Inc., 2.45%, 8/1/22, Callable 7/1/22 @ 100 (a) | | | 795,000 | | | | 818,619 | | |
Constellation Brands, Inc., 4.25%, 5/1/23 (a) | | | 954,000 | | | | 1,039,889 | | |
Keurig Dr Pepper, Inc., 4.06%, 5/25/23, Callable 4/25/23 @ 100 (a) | | | 1,270,000 | | | | 1,380,096 | | |
Tyson Foods, Inc. 3.90%, 9/28/23, Callable 8/28/23 @ 100 (a) | | | 400,000 | | | | 435,780 | | |
3.95%, 8/15/24, Callable 5/15/24 @ 100 | | | 1,130,000 | | | | 1,256,074 | | |
| | | 7,299,099 | | |
Energy (2.6%): | |
Continental Resources, Inc., 4.50%, 4/15/23, Callable 1/15/23 @ 100 (a) | | | 732,000 | | | | 754,370 | | |
EQM Midstream Partners LP, 4.75%, 7/15/23, Callable 6/15/23 @ 100 (a) | | | 918,000 | | | | 963,156 | | |
HollyFrontier Corp., 2.63%, 10/1/23 (e) | | | 929,000 | | | | 949,549 | | |
Pioneer Natural Resources Co., 0.25%, 5/15/25 (c) (e) | | | 390,000 | | | | 518,189 | | |
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100 (a) | | | 925,000 | | | | 955,867 | | |
Valero Energy Corp. 2.70%, 4/15/23 (a) | | | 1,001,000 | | | | 1,045,295 | | |
1.20%, 3/15/24 | | | 980,000 | | | | 987,213 | | |
4.00%, 4/1/29, Callable 1/1/29 @ 100 (a) | | | 350,000 | | | | 393,869 | | |
| | | 6,567,508 | | |
Financials (7.4%): | |
Ares Capital Corp., 4.63%, 3/1/24 | | | 565,000 | | | | 594,663 | | |
Bank of America Corp., 4.20%, 8/26/24, MTN (a) | | | 421,000 | | | | 471,844 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Capital One Financial Corp. 3.45%, 4/30/21, Callable 3/30/21 @ 100 (a) | | $ | 3,500,000 | | | $ | 3,526,040 | | |
3.30%, 10/30/24, Callable 9/30/24 @ 100 (a) (e) | | | 627,000 | | | | 689,136 | | |
Citigroup, Inc. 1.30% (LIBOR03M+107bps), 12/8/21, Callable 11/8/21 @ 100 (a) (b) | | | 1,500,000 | | | | 1,511,895 | | |
4.45%, 9/29/27 (a) | | | 371,000 | | | | 438,184 | | |
Dana Financing Luxembourg Sarl, 5.75%, 4/15/25, Callable 2/11/21 @ 104.31 (a) (c) | | | 808,000 | | | | 838,373 | | |
Fifth Third Bancorp 1.63%, 5/5/23, Callable 4/5/23 @ 100 | | | 1,880,000 | | | | 1,934,502 | | |
3.65%, 1/25/24, Callable 12/25/23 @ 100 (a) | | | 731,000 | | | | 797,090 | | |
Ford Motor Credit Co. LLC, 3.10%, 5/4/23 (a) | | | 1,500,000 | | | | 1,513,305 | | |
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (c) | | | 430,000 | | | | 461,175 | | |
Level 3 Financing, Inc., 5.38%, 1/15/24, Callable 2/11/21 @ 100 (a) | | | 325,000 | | | | 328,159 | | |
Morgan Stanley, 4.88%, 11/1/22 (a) | | | 918,000 | | | | 989,576 | | |
Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22 | | | 365,000 | | | | 393,664 | | |
The Goldman Sachs Group, Inc., 1.97% (LIBOR03M+175bps), 10/28/27, Callable 10/28/26 @ 100 (a) (b) | | | 1,500,000 | | | | 1,573,275 | | |
Zions Bancorp NA 3.50%, 8/27/21 (a) | | | 1,465,000 | | | | 1,492,381 | | |
3.35%, 3/4/22, Callable 2/4/22 @ 100 (a) | | | 910,000 | | | | 935,853 | | |
| | | 18,489,115 | | |
Health Care (4.7%): | |
AbbVie, Inc. 2.30%, 5/14/21, Callable 4/14/21 @ 100 (a) | | | 1,094,000 | | | | 1,100,137 | | |
3.85%, 6/15/24, Callable 3/15/24 @ 100 | | | 2,455,000 | | | | 2,703,814 | | |
Anthem, Inc., 2.75%, 10/15/42 | | | 125,000 | | | | 559,988 | | |
Biogen, Inc., 3.63%, 9/15/22 | | | 925,000 | | | | 975,376 | | |
Bristol-Myers Squibb Co., 2.88%, 2/19/21 | | | 3,020,000 | | | | 3,029,724 | | |
Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13 | | | 588,000 | | | | 625,838 | | |
Humana, Inc. 3.15%, 12/1/22, Callable 9/1/22 @ 100 (a) | | | 921,000 | | | | 962,012 | | |
2.90%, 12/15/22, Callable 11/15/22 @ 100 (a) | | | 515,000 | | | | 538,458 | | |
Illumina, Inc. 0.50%, 6/15/21 | | | 240,000 | | | | 350,729 | | |
8/15/23 | | | 195,000 | | | | 219,786 | | |
Teladoc Health, Inc., 1.25%, 6/1/27 (c) | | | 205,000 | | | | 245,529 | | |
Upjohn, Inc., 1.13%, 6/22/22 (c) | | | 475,000 | | | | 479,408 | | |
| | | 11,790,799 | | |
Industrials (2.6%): | |
Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (a) | | | 1,025,000 | | | | 1,048,749 | | |
EnPro Industries, Inc., 5.75%, 10/15/26, Callable 10/15/21 @ 104.31 (a) | | | 1,000,000 | | | | 1,068,100 | | |
Fortive Corp., 0.88%, 2/15/22 | | | 575,000 | | | | 591,493 | | |
Roper Technologies, Inc. 0.45%, 8/15/22 | | | 981,000 | | | | 982,589 | | |
2.95%, 9/15/29, Callable 6/15/29 @ 100 (a) | | | 358,000 | | | | 393,757 | | |
Sensata Technologies BV, 5.63%, 11/1/24 (a) (c) | | | 785,000 | | | | 878,164 | | |
Southwest Airlines Co., 1.25%, 5/1/25 | | | 350,000 | | | | 508,375 | | |
Waste Management, Inc., 2.40%, 5/15/23, Callable 3/15/23 @ 100 (a) | | | 782,000 | | | | 816,173 | | |
| | | 6,287,400 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Information Technology (5.1%): | |
Akamai Technologies, Inc., 0.13%, 5/1/25 | | $ | 285,000 | | | $ | 352,729 | | |
Broadcom Corp., 3.00%, 1/15/22, Callable 12/15/21 @ 100 (a) | | | 861,000 | | | | 881,234 | | |
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.63%, 1/15/24, Callable 11/15/23 @ 100 (a) | | | 1,350,000 | | | | 1,460,322 | | |
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 | | | 425,000 | | | | 480,424 | | |
Lam Research Corp., 4.00%, 3/15/29, Callable 12/15/28 @ 100 (a) | | | 459,000 | | | | 550,653 | | |
Lam Research Group, 2.80%, 6/15/21, Callable 5/15/21 @ 100 (a) | | | 2,928,000 | | | | 2,954,440 | | |
Marvell Technology Group Ltd., 4.20%, 6/22/23, Callable 5/22/23 @ 100 | | | 842,000 | | | | 911,608 | | |
Maxim Integrated Products, Inc., 3.38%, 3/15/23, Callable 12/15/22 @ 100 | | | 809,000 | | | | 851,837 | | |
Micron Technology, Inc., 3.13%, 5/1/32, Callable 5/4/21 @ 100 (f) | | | 62,000 | | | | 466,572 | | |
NCR Corp., 5.00%, 10/1/28, Callable 10/1/23 @ 102.5 (c) | | | 608,000 | | | | 640,449 | | |
Novellus Systems, Inc., 2.63%, 5/15/41 | | | 10,000 | | | | 147,239 | | |
PayPal Holdings, Inc., 2.20%, 9/26/22 (a) | | | 1,710,000 | | | | 1,766,585 | | |
Seagate HDD Cayman, 4.88%, 3/1/24, Callable 1/1/24 @ 100 | | | 1,000,000 | | | | 1,086,380 | | |
ServiceNow, Inc., 6/1/22 | | | 20,000 | | | | 81,530 | | |
Western Digital Corp., 1.50%, 2/1/24 | | | 500,000 | | | | 496,973 | | |
| | | 13,128,975 | | |
Materials (1.1%): | |
Celanese US Holdings LLC, 4.63%, 11/15/22 (a) | | | 780,000 | | | | 837,361 | | |
Louisiana — Pacific Corp., 4.88%, 9/15/24, Callable 2/11/21 @ 102.44 (a) | | | 500,000 | | | | 512,830 | | |
Nucor Corp., 4.13%, 9/15/22, Callable 6/15/22 @ 100 (a) | | | 1,527,000 | | | | 1,605,824 | | |
| | | 2,956,015 | | |
Real Estate (2.9%): | |
American Tower Corp., 3.00%, 6/15/23 (a) | | | 1,000,000 | | | | 1,060,410 | | |
Duke Realty LP, 3.63%, 4/15/23, Callable 1/15/23 @ 100 (a) | | | 1,229,000 | | | | 1,299,188 | | |
Highwoods Realty LP, 3.20%, 6/15/21, Callable 4/15/21 @ 100 (a) | | | 717,000 | | | | 717,602 | | |
Host Hotels & Resorts LP, 4.00%, 6/15/25, Callable 3/15/25 @ 100 (e) | | | 741,000 | | | | 797,412 | | |
Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (c) | | | 602,000 | | | | 651,527 | | |
Piedmont Operating Partnership LP, 3.40%, 6/1/23, Callable 3/1/23 @ 100 (a) | | | 1,680,000 | | | | 1,748,074 | | |
Post Apartment Homes LP, 3.38%, 12/1/22, Callable 9/1/22 @ 100 | | | 500,000 | | | | 522,055 | | |
Weingarten Realty Investors, 3.38%, 10/15/22, Callable 7/15/22 @ 100 (a) | | | 300,000 | | | | 309,450 | | |
| | | 7,105,718 | | |
Utilities (2.5%): | |
Eversource Energy, 2.50%, 3/15/21, Callable 2/15/21 @ 100 (a) | | | 1,950,000 | | | | 1,954,680 | | |
Exelon Corp. 3.50%, 6/1/22, Callable 5/1/22 @ 100 (a) (g) | | | 2,117,000 | | | | 2,201,954 | | |
3.95%, 6/15/25, Callable 3/15/25 @ 100 (a) | | | 541,000 | | | | 612,829 | | |
NextEra Energy Capital Holdings, Inc., 2.80%, 1/15/23, Callable 12/15/22 @ 100 (a) | | | 1,345,000 | | | | 1,408,175 | | |
| | | 6,177,638 | | |
Total Corporate Bonds (Cost $98,791,530) | | | 103,051,789 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Residential Mortgage-Backed Securities (2.4%) | |
Bear Stearns Alt-A Trust, Series 2003-3, Class 2A, 2.97%, 10/25/33, Callable 1/25/21 @ 100 (a) (h) | | $ | 333,551 | | | $ | 333,551 | | |
Bear Stearns Alt-A Trust, Series 2004-6, Class 1A, 0.79% (LIBOR01M+64bps), 7/25/34, Callable 1/25/21 @ 100 (a) (b) | | | 10,607 | | | | 10,596 | | |
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-23, Class 2A8, 4.50%, 12/31/49 (a) | | | 2,344 | | | | 2,452 | | |
Credit Suisse First Boston Mortgage Securities Corp., Series 2004-AR7, Class 4A1, 2.90%, 11/25/34, Callable 1/25/21 @ 100 (a) (h) | | | 259,868 | | | | 259,868 | | |
JPMorgan Mortgage Trust, Series 2016-4, Class A5, 3.50%, 10/25/46, Callable 12/25/22 @ 100 (a) (c) (h) | | | 171,545 | | | | 172,235 | | |
JPMorgan Mortgage Trust, Series 2004-S1, Class 1A7, 5.00%, 9/25/34, Callable 1/25/21 @ 100 (a) | | | 1,564 | | | | 1,507 | | |
JPMorgan Mortgage Trust, Series 2016-3, Class 1A3, 3.48%, 10/25/46, Callable 12/25/22 @ 100 (a) (c) (h) | | | 410,987 | | | | 412,133 | | |
JPMorgan Mortgage Trust, Series 2014-5, Class A11, 2.94%, 10/25/29, Callable 3/25/23 @ 100 (a) (c) (h) | | | 1,194,925 | | | | 1,209,509 | | |
JPMorgan Mortgage Trust, Series 2017-1, Class A5, 3.50%, 1/25/47, Callable 2/25/23 @ 100 (a) (c) (h) | | | 82,752 | | | | 82,823 | | |
JPMorgan Mortgage Trust, Series 2017-3, Class 2A2, 2.50%, 8/25/47, Callable 4/25/23 @ 100 (a) (c) (h) | | | 1,310,593 | | | | 1,324,464 | | |
Madison Park Funding Ltd., Series 2007-4A, Class AR, 1.41% (LIBOR03M+120bps), 7/29/30, Callable 1/29/21 @ 100 (a) (b) (c) | | | 1,750,000 | | | | 1,747,403 | | |
Residential Asset Securities Corp., Series 2005-KS1, Class M1, 0.82% (LIBOR01M+68bps), 2/25/35, Callable 1/25/21 @ 100 (a) (b) | | | 301,373 | | | | 301,385 | | |
Total Residential Mortgage-Backed Securities (Cost $5,847,782) | | | 5,857,926 | | |
Yankee Dollars (6.8%) | |
Communication Services (0.3%): | |
Vodafone Group PLC, 2.95%, 2/19/23 (a) | | | 619,000 | | | | 652,024 | | |
Consumer Staples (3.8%): | |
Barry Callebaut Services NV, 5.50%, 6/15/23 (c) | | | 2,303,000 | | | | 2,526,116 | | |
Heineken NV, 3.40%, 4/1/22 (c) | | | 1,420,000 | | | | 1,469,657 | | |
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable 1/9/23 @ 100 (a) (c) | | | 2,202,000 | | | | 2,309,524 | | |
Pernod Ricard SA, 4.25%, 7/15/22 (a) (c) | | | 767,000 | | | | 809,921 | | |
Suntory Holdings Ltd., 2.55%, 6/28/22, Callable 5/28/22 @ 100 (a) (c) | | | 2,080,000 | | | | 2,138,635 | | |
| | | 9,253,853 | | |
Energy (0.7%): | |
Canadian Natural Resources Ltd., 2.95%, 1/15/23, Callable 12/15/22 @ 100 | | | 1,170,000 | | | | 1,224,054 | | |
Ecopetrol SA, 5.88%, 9/18/23 (a) | | | 454,000 | | | | 507,340 | | |
| | | 1,731,394 | | |
Financials (1.5%): | |
Barclays Bank PLC 2/4/25 (a) | | | 265,000 | | | | 333,283 | | |
2/18/25 | | | 220,000 | | | | 243,551 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Principal Amount | | Value | |
Enel Finance International NV, 2.88%, 5/25/22 (a) (c) | | $ | 1,525,000 | | | $ | 1,573,937 | | |
Newcrest Finance Pty Ltd., 4.20%, 10/1/22 (a) (c) | | | 1,756,000 | | | | 1,851,930 | | |
| | | 4,002,701 | | |
Materials (0.5%): | |
Anglo American Capital PLC, 4.13%, 4/15/21 (a) (c) | | | 1,275,000 | | | | 1,285,671 | | |
Total Yankee Dollars (Cost $16,591,765) | | | 16,925,643 | | |
U.S. Government Mortgage-Backed Agencies (7.4%) | |
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 – 8/1/40 (a) | | | 587,562 | | | | 666,768 | | |
5.50%, 10/25/23 (a) | | | 2,650 | | | | 2,777 | | |
Series 4207, Class JD, 1.50%, 5/15/28 (a) | | | 1,578,730 | | | | 1,606,518 | | |
Series 4430, Class NG, 2.50%, 2/15/38 (a) | | | 234,932 | | | | 235,313 | | |
7.00%, 9/1/38 (a) | | | 2,649 | | | | 3,244 | | |
Series 4320, Class AP, 3.50%, 7/15/39 (a) | | | 627,533 | | | | 669,369 | | |
Series 3713, Class PA, 2.00%, 2/15/40 – 3/15/40 (a) | | | 3,959,611 | | | | 4,067,719 | | |
Series 4444, Class CH, 3.00%, 1/15/41 (a) | | | 1,339,505 | | | | 1,356,253 | | |
Series 4049, Class AB, 2.75%, 12/15/41 (a) | | | 277,395 | | | | 283,910 | | |
| | | 8,891,871 | | |
Federal National Mortgage Association Series 2010-156, Class DY, 3.50%, 1/25/26 – 3/25/44 (a) | | | 1,679,681 | | | | 1,733,859 | | |
6.00%, 2/1/37 (a) | | | 805,911 | | | | 938,134 | | |
Series 2013-33, Class UD, 2.50%, 4/25/39 – 5/25/40 (a) | | | 1,304,246 | | | | 1,320,439 | | |
Series 2011-21, Class PA, 4.50%, 5/25/40 (a) | | | 1,397,882 | | | | 1,489,776 | | |
Series 2011-101, Class LA, 3.00%, 10/25/40 (a) | | | 382,823 | | | | 392,103 | | |
5.00%, 2/1/41 – 10/1/41 (a) | | | 2,357,154 | | | | 2,676,669 | | |
| | | 8,550,980 | | |
Government National Mortgage Association Series 2016-156, Class AP, 2.25%, 12/20/42 (a) | | | 739,393 | | | | 740,801 | | |
Series 2018-22, Class JA, 3.00%, 1/20/44 (a) | | | 126,708 | | | | 126,849 | | |
| | | 867,650 | | |
Total U.S. Government Mortgage-Backed Agencies (Cost $17,849,733) | | | 18,310,501 | | |
U.S. Treasury Obligations (34.2%) | |
U.S. Treasury Notes 1.50%, 8/31/21 (a) | | | 2,941,000 | | | | 2,967,423 | | |
0.38%, 3/31/22 (a) | | | 356,000 | | | | 357,140 | | |
0.13%, 4/15/22 (a) | | | 19,516,355 | | | | 19,925,019 | | |
0.13%, 6/30/22 (a) | | | 11,223,000 | | | | 11,224,754 | | |
0.13%, 7/15/23 | | | 33,605,000 | | | | 33,586,623 | | |
0.13%, 10/15/23 | | | 16,825,000 | | | | 16,811,855 | | |
Total U.S. Treasury Obligations (Cost $84,432,474) | | | 84,872,814 | | |
See notes to financial statements.
14
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Collateral for Securities Loaned^ (0.7%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (i) | | | 28,161 | | | $ | 28,161 | | |
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (i) | | | 967,506 | | | | 967,506 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.04% (i) | | | 14,054 | | | | 14,054 | | |
JPMorgan Prime Money Market Fund, Capital Class, 0.12% (i) | | | 112,061 | | | | 112,061 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.09% (i) | | | 503,850 | | | | 503,850 | | |
Total Collateral for Securities Loaned (Cost $1,625,632) | | | 1,625,632 | | |
Total Investments (Cost $238,715,068) — 98.5% | | | 244,439,537 | | |
Other assets in excess of liabilities — 1.5% | | | 3,606,610 | | |
NET ASSETS — 100.00% | | $ | 248,046,147 | | |
^ Purchased with cash collateral from securities on loan.
(a) All or a portion of this security has been segregated as collateral for derivative instruments.
(b) Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2020.
(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 December 31, 2020, the fair value of these securities was $32,023,544 and amounted to 12.9% of net assets.
(d) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.
(e) All or a portion of this security is on loan.
(f) Continuously callable with 30 days' notice.
(g) Variable Rate Demand Notes that provide the rights to sell the security at face value on either that day or within the rate-reset period. The interest rate is reset on the put date at a stipulated daily, weekly, monthly, quarterly, or other specified time interval to reflect current market conditions. These securities do not indicate a reference rate and spread in their description.
(h) The rate for certain asset-backed and mortgage-backed securities may vary based on factors relating to the pool of assets underlying the security. The rate disclosed is the rate in effect at December 31, 2020.
(i) Rate disclosed is the daily yield on December 31, 2020.
bps — Basis points
LIBOR — London InterBank Offered Rate
LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security
LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2020, based on the last reset date of the security
LLC — Limited Liability Company
LP — Limited Partnership
MTN — Medium Term Note
PLC — Public Limited Company
See notes to financial statements.
15
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Futures Contracts Sold
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
10-Year U.S. Treasury Note Futures | | 45 | | 3/22/21 | | $ | 6,208,438 | | | $ | 6,213,516 | | | $ | (5,078 | ) | |
5-Year U.S. Treasury Note Futures | | 65 | | 3/31/21 | | | 8,181,650 | | | | 8,200,664 | | | | (19,014 | ) | |
| | $ | (24,092 | ) | |
| | Total unrealized appreciation | | | | | | | | $ | — | | |
| | Total unrealized depreciation | | | | | | | | | (24,092 | ) | |
| | Total net unrealized appreciation (depreciation) | | | | | | | | $ | (24,092 | ) | |
See notes to financial statements.
16
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2020 | |
| | Victory INCORE Low Duration Bond VIP Series | |
ASSETS: | |
Investments, at value (Cost $238,715,068) | | $ | 244,439,537 | (a) | |
Cash and cash equivalents | | | 560,333 | | |
Deposit with brokers for futures contracts | | | 582,510 | | |
Deposit with brokers for swap agreements | | | 1,805,125 | | |
Receivables: | |
Interest and dividends | | | 1,120,559 | | |
Capital shares issued | | | 74,147 | | |
Investments sold | | | 2,020,422 | | |
From Adviser | | | 75,192 | | |
Prepaid expenses | | | 3,743 | | |
Total Assets | | | 250,681,568 | | |
LIABILITIES: | |
Payables: | |
Collateral received on loaned securities | | | 1,625,632 | | |
Investments purchased | | | 793,445 | | |
Capital shares redeemed | | | 17,733 | | |
Variation margin on open futures contracts | | | 7,969 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 94,756 | | |
Administration fees | | | 12,859 | | |
Custodian fees | | | 2,950 | | |
Transfer agent fees | | | 28,738 | | |
Compliance fees | | | 172 | | |
Trustees' fees | | | 8 | | |
Other accrued expenses | | | 51,159 | | |
Total Liabilities | | | 2,635,421 | | |
NET ASSETS: | |
Capital | | | 242,405,050 | | |
Total accumulated earnings/(loss) | | | 5,641,097 | | |
Net Assets | | $ | 248,046,147 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 23,329,834 | | |
Net asset value: | | $ | 10.63 | | |
(a) Includes $1,593,813 of securities on loan.
See notes to financial statements.
17
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2020 | |
| | Victory INCORE Low Duration Bond VIP Series | |
Investment Income: | |
Dividends | | $ | 89,383 | | |
Interest | | | 5,395,077 | | |
Securities lending (net of fees) | | | 3,824 | | |
Total Income | | | 5,488,284 | | |
Expenses: | |
Investment advisory fees | | | 1,102,769 | | |
Administration fees | | | 149,205 | | |
Sub-Administration fees | | | 14,167 | | |
Custodian fees | | | 17,833 | | |
Transfer agent fees | | | 333,925 | | |
Trustees' fees | | | 20,610 | | |
Compliance fees | | | 2,156 | | |
Legal and audit fees | | | 36,252 | | |
Other expenses | | | 71,032 | | |
Total Expenses | | | 1,747,949 | | |
Expenses waived/reimbursed by Adviser | | | (449,234 | ) | |
Net Expenses | | | 1,298,715 | | |
Net Investment Income (Loss) | | | 4,189,569 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 1,210,030 | | |
Net realized gains (losses) from futures contracts | | | 982,934 | | |
Net realized gains (losses) from swap agreements | | | (415,009 | ) | |
Net change in unrealized appreciation/depreciation on investment securities | | | 4,388,672 | | |
Net change in unrealized appreciation/depreciation on futures contracts | | | (27,496 | ) | |
Net change in unrealized appreciation/depreciation on swap agreements | | | (114,772 | ) | |
Net realized/unrealized gains (losses) on investments | | | 6,024,359 | | |
Change in net assets resulting from operations | | $ | 10,213,928 | | |
See notes to financial statements.
18
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory INCORE Low Duration Bond VIP Series | |
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 4,189,569 | | | $ | 5,645,849 | | |
Net realized gains (losses) from investments | | | 1,777,955 | | | | (992,868 | ) | |
Net change in unrealized appreciation/depreciation on investments | | | 4,246,404 | | | | 4,952,625 | | |
Change in net assets resulting from operations | | | 10,213,928 | | | | 9,605,606 | | |
Change in net assets resulting from distributions to shareholders | | | (6,215,654 | ) | | | (5,011,793 | ) | |
Change in net assets resulting from capital transactions | | | (10,649,731 | ) | | | (14,344,949 | ) | |
Change in net assets | | | (6,651,457 | ) | | | (9,751,136 | ) | |
Net Assets: | |
Beginning of period | | | 254,697,604 | | | | 264,448,740 | | |
End of period | | $ | 248,046,147 | | | $ | 254,697,604 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 41,353,337 | | | $ | 20,029,224 | | |
Distributions reinvested | | | 6,215,654 | | | | 5,011,793 | | |
Cost of shares redeemed | | | (58,218,722 | ) | | | (39,385,966 | ) | |
Change in net assets resulting from capital transactions | | $ | (10,649,731 | ) | | $ | (14,344,949 | ) | |
Share Transactions: | |
Issued | | | 3,853,916 | | | | 1,914,121 | | |
Reinvested | | | 585,278 | | | | 480,517 | | |
Redeemed | | | (5,493,352 | ) | | | (3,753,428 | ) | |
Change in Shares | | | (1,054,158 | ) | | | (1,358,790 | ) | |
See notes to financial statements.
19
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | | | Investment Activities | | Distributions to Shareholders From | |
| | Net Asset Value, Beginning of Period | | Net Investment Income (Loss)(a) | | Net Realized and Unrealized Gains (Losses) on Investments | | Total from Investment Activities | | Net Investment Income | | Total Distributions | |
Victory INCORE Low Duration Bond VIP Series | |
Year Ended 12/31/20 | | $ | 10.45 | | | | 0.18 | | | | 0.27 | | | | 0.45 | | | | (0.27 | ) | | | (0.27 | ) | |
Year Ended 12/31/19 | | $ | 10.27 | | | | 0.23 | | | | 0.16 | | | | 0.39 | | | | (0.21 | ) | | | (0.21 | ) | |
Year Ended 12/31/18 | | $ | 10.22 | | | | 0.19 | | | | (0.09 | ) | | | 0.10 | | | | (0.05 | ) | | | (0.05 | ) | |
Year Ended 12/31/17 | | $ | 10.20 | | | | 0.15 | | | | 0.02 | | | | 0.17 | | | | (0.15 | ) | | | (0.15 | ) | |
Year Ended 12/31/16 | | $ | 10.13 | | | | 0.12 | | | | 0.09 | | | | 0.21 | | | | (0.14 | ) | | | (0.14 | ) | |
(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) Portfolio turnover increased due to a change within the portfolio holdings during the year.
(d) Amount is less than $0.005 per share.
(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)
See notes to financial statements.
20
Victory Variable Insurance Funds | | Financial Highlights — continued | |
For a Share Outstanding Throughout Each Period
| | | | Ratios to Average Net Assets | | Supplemental Data | |
| | Capital Contribution from Prior Custodian, Net (See Note 8) | | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory INCORE Low Duration Bond VIP Series | |
Year Ended 12/31/20 | | | — | | | $ | 10.63 | | | | 4.33 | % | | | 0.53 | % | | | 1.71 | % | | | 0.71 | % | | $ | 248,046 | | | | 88 | % | |
Year Ended 12/31/19 | | | — | | | $ | 10.45 | | | | 3.79 | % | | | 0.53 | % | | | 2.16 | % | | | 0.71 | % | | $ | 254,698 | | | | 75 | % | |
Year Ended 12/31/18 | | | — | | | $ | 10.27 | | | | 1.01 | % | | | 0.53 | % | | | 1.85 | % | | | 0.58 | % | | $ | 264,449 | | | | 55 | % | |
Year Ended 12/31/17 | | | — | | | $ | 10.22 | | | | 1.64 | % | | | 0.53 | % | | | 1.44 | % | | | 0.58 | % | | $ | 292,306 | | | | 91 | %(c) | |
Year Ended 12/31/16 | | | — | (d) | | $ | 10.20 | | | | 2.04 | %(e) | | | 0.53 | % | | | 1.21 | % | | | 0.53 | % | | $ | 273,151 | | | | 55 | % | |
See notes to financial statements.
21
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2020 | |
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 investment company. The Trust is comprised of eight 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. Victory INCORE Low Duration Bond VIP Series (the "Fund"), a series of the Trust, offers a single class of shares: Class I Shares. The Fund's shares are only available for purchase by certain separate accounts of insurance companies as investments for certain variable annuity plans and variable life insurance contracts issued by those insurance companies. The accompanying financial statements are those of the Fund.
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 Generally Accepted Accounting Principles 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 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.
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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. To the extent this model is utilized, these valuations are considered as Level 2 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value ("NAV"). 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.
A summary of the valuations as of December 31, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments.
| | LEVEL 1 | | LEVEL 2 | | LEVEL 3 | | Total | |
Asset-Backed Securities | | $ | — | | | $ | 3,223,493 | | | $ | — | | | $ | 3,223,493 | | |
Collateralized Mortgage Obligations | | | — | | | | 5,655,376 | | | | — | | | | 5,655,376 | | |
Preferred Stocks | | | 4,916,363 | | | | — | | | | — | | | | 4,916,363 | | |
Corporate Bonds | | | — | | | | 103,051,789 | | | | — | | | | 103,051,789 | | |
Residential Mortgage-Backed Securities | | | — | | | | 5,857,926 | | | | — | | | | 5,857,926 | | |
Yankee Dollars | | | — | | | | 16,925,643 | | | | — | | | | 16,925,643 | | |
U.S. Government Mortgage-Backed Agencies | | | — | | | | 18,310,501 | | | | — | | | | 18,310,501 | | |
U.S. Treasury Obligations | | | — | | | | 84,872,814 | | | | — | | | | 84,872,814 | | |
Collateral for Securities Loaned | | | 1,625,632 | | | | — | | | | — | | | | 1,625,632 | | |
Total | | $ | 6,541,995 | | | $ | 237,897,542 | | | $ | — | | | $ | 244,439,537 | | |
Other Financial Investments^: | |
Liabilities: | |
Futures | | $ | (24,092 | ) | | $ | — | | | $ | — | | | $ | (24,092 | ) | |
Total | | $ | (24,092 | ) | | $ | — | | | $ | — | | | $ | (24,092 | ) | |
^ Futures Contracts are valued at the unrealized appreciation (depreciation) on the investment.
For the year ended December 31, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.
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 NAV. 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
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.
Loans:
Floating rate loans in which the Fund invests are primarily "senior" loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Fund's floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See note regarding below-investment-grade securities.
The Fund may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender's claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations.
Transactions in loans often settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of time after entering into the transactions.
Below-Investment-Grade Securities:
The Fund may invest in below-investment-grade securities (i.e., lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.
Investment Companies:
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.
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.
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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. For the year ended December 31, 2020, the Fund entered into Futures Contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.
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.
Centrally cleared 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 centrally cleared swap agreement and, in effect, guarantees each party's performance under the contract as each party to a trade looks only to the clearing organization for performance of financial obligations. However, there can be no assurance that the clearing organization, or its members, will satisfy its obligations to the Fund.
The Fund may enter into CDS agreements either as a buyer or seller. The Fund may buy protection under a CDS to attempt to mitigate the risk of default or credit quality deterioration in one or more individual holdings or in a segment of the fixed income securities market. The Fund may sell protection under a CDS in an attempt to gain exposure to an underlying issuer's credit quality characteristics without investing directly in that issuer.
For swaps entered with an individual counterparty, the Fund bears the risk of loss of the uncollateralized amount expected to be received under a CDS agreement in the event of the default or bankruptcy of the counterparty. CDS agreements are generally valued at a price at which the counterparty to such agreement would terminate the agreement. The Fund may also enter into cleared swaps.
Upon entering into a cleared CDS, the Fund may be required to deposit with the broker an amount of cash or cash equivalents in the range of approximately 3% to 6% of the notional amount for CDS on high yield debt issuers (this amount is subject to change by the clearing organization that clears the trade). This amount, known as "initial margin," is in the nature of a performance bond or good faith deposit on the CDS and is returned to a Fund upon termination of the CDS, assuming all contractual obligations have been satisfied. Subsequent payments, known as "variation margin," to and from the
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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.
For the year ended December 31, 2020, the Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management. The CDS agreements held by the Fund are presented on the Statement of Assets and Liabilities under Deposit with brokers for swap agreements. For the year ended, December 31, 2020, the Fund held no centrally cleared CDS agreements.
Offsetting of Financial Assets and Derivatives Assets:
The Fund is subject to various Master Netting Arrangements, which govern the terms of certain transactions with select counterparties. The Master Netting Arrangements allow the Fund to close out and net total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. The Master Netting Arrangements also specify collateral posting arrangements at pre-arranged exposure levels. Under the Master Netting Arrangements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant Master Netting Arrangement with a counterparty in a given account exceeds a specified threshold depending on the counterparty and the type of Master Netting Arrangement.
The table below, as of December 31, 2020, discloses both gross information and net information about instruments and transactions eligible for offset on the Statement of Assets and Liabilities and instruments and transactions that are subject to an agreement similar to a master netting agreement as well as amounts related to collateral held at clearing brokers and counterparties.
| | | | Gross Amounts not offset in the Statement of Assets and Liabilities | |
| | Gross Amounts of Recognized Liabilities | | Gross Amounts Available for Offset | | Net Amounts Presented on the Statement of Assets and Liabilities | | Financial Instruments for Offset | | Cash Collateral Pledged* | | Net Amount | |
Futures Contracts-Goldman Sachs & Co | | $ | 7,969 | | | $ | — | | | $ | 7,969 | | | $ | — | | | $ | (7,969 | ) | | $ | — | | |
* Cash collateral pledged may be in excess of the amounts shown in the table. The total cash collateral pledged by the Fund is disclosed on the Statement of Assets and Liabilities.
Summary of Derivative Instruments:
The following table presents the effect of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2020.
| | Assets | | Liabilities | |
| | Variation Margin Receivable on Open Futures Contracts* | | Variation Margin Payable on Open Futures Contracts* | |
Interest Rate Risk Exposure: | | $ | — | | | $ | 24,092 | | |
* Includes cumulative appreciation (depreciation) of futures contracts as reported on the Schedule of Portfolio Investments. Only current day's variation margin for futures contracts are reported within the Statement of Assets and Liabilities.
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 2020.
| | 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 Contracts | | Net Realized Gains (Losses) from Swap Agreements | | Net Change in Unrealized Appreciation/ Depreciation on Futures Contracts | | Net Change in Unrealized Appreciation/ Depreciation on Swap Agreements | |
Credit Risk Exposure: | | $ | — | | | $ | (415,009 | ) | | $ | — | | | $ | (114,772 | ) | |
Interest Rate Risk Exposure: | | | 982,934 | | | | — | | | | (27,496 | ) | | | — | | |
All open derivative positions at year end are reflected on the Fund's Schedule of Portfolio Investments. The volume associated with derivative positions in the Fund was 21% and 3% for futures contracts and swap agreements, respectively, based on average monthly notional amounts in comparison to net assets during the year.
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 determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities recorded on the identified cost basis. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.
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 on the Statement of Operations.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted on the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. The Fund continues to benefit from interest or dividends on the securities loaned and may also earn a return from the collateral. The Fund pays various fees in connection with the investment of cash collateral. The Fund pays the Agent fees based on the investment income received from securities lending activities. Securities lending income is disclosed on the Fund's Statement of Operations. Although risk is mitigated
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 which are subject to offset under the MSLA as of December 31, 2020. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.
Gross Amount of Recognized Assets (Value of | | Value of Cash | | Value of Non-cash Collateral Received by Maturity | | | |
Securities on Loan) | | Collateral Received* | | <30 Days | | Between 30 & 90 Days | | >90 Days | | Net Amount | |
$ | 1,593,813 | | | $ | 1,593,813 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed on the 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 years, which includes the current fiscal tax year end). 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 in the Trust, or jointly with an affiliated trust, are allocated among the 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 year ended December 31, 2020, were as follows:
Excluding U.S. Government Securities | | U.S. Government Securities | |
Purchases | | Sales | | Purchases | | Sales | |
$ | 83,620,628 | | | $ | 86,445,550 | | | $ | 124,279,415 | | | $ | 118,351,316 | | |
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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. Amounts incurred and paid to VCM for the year ended December 31, 2020, are reflected on the Statement of Operations as Investment advisory fees.
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 the Administration, Servicing 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 "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Administration fees.
Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to the 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 out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Sub-Administration fees.
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Custodian fees.
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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Transfer agent fees.
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 aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Compliance fees.
Sidley Austin LLP provides legal services to the Trust.
Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses 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 limits. As of December 31, 2020, the expense limit (excluding voluntary waivers) is 0.53%.
29
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the year, if any, are reflected on the Statement of Operations as Recoupment of prior expenses waived/reimbursed by Adviser.
As of December 31, 2020, the following amounts are available to be repaid to the Adviser. The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at December 31, 2020.
Expires December 31, 2021 | | Expires December 31, 2022 | | Expires December 31, 2023 | | Total | |
$ | 155,683 | | | $ | 459,668 | | | $ | 449,234 | | | $ | 1,064,585 | | |
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 year ended December 31, 2020.
Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, Custodian, Distributor, and Legal Counsel.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
Debt Securities Risk — The value of a debt security or other income-producing security changes in response to various factors, including, for example, market-related factors (such as changes in interest rates or changes in the risk appetite of investors generally) and changes in the actual or perceived ability of the issuer (or of issuers generally) to meet its (or their) obligations. Other factors that may affect the value of debt securities, include, among others, public health crises and responses by governments and companies to such crises. These and other events may affect the creditworthiness of the issuer of a debt security and may impair an issuers ability to timely meet its debt obligations as they come due.
High-Yield/Junk Bond Risk — Lower-quality debt securities can involve a substantially greater risk of default than higher quality debt securities, and their values can decline significantly over short and longer periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about the issuer, or the market or economy in general.
Mortgage- and Asset-Backed Securities Risk — During periods of falling interest rates, mortgage- and asset-backed securities may be called or prepaid, which may result in the Fund having to reinvest proceeds in other investments at a lower interest rate. During periods of rising interest rates, the average life of mortgage- and asset-backed securities may extend, which may lock in a below-market interest rate, increase the security's duration, and reduce the value of the security. Enforcing rights against the underlying assets or collateral may be difficult, or the underlying assets or collateral may be insufficient if the issuer defaults.
Geopolitical/Natural Disaster Risk — An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on
30
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.
LIBOR Discontinuation Risk — Many debt securities, derivatives and other financial instruments, including some of the Fund's investments, use the London Interbank Offered Rate ("LIBOR") as the reference or benchmark rate for variable interest rate calculations. However, the use of LIBOR started to come under pressure following manipulation allegations in 2012. Despite increased regulation and other corrective actions since that time, concerns have arisen regarding its viability as a benchmark, due largely to reduced activity in the financial markets that it measures. In June 2017, the Alternative Reference Rates Committee, a group of large U.S. banks working with the Federal Reserve, announced its selection of a new Secured Overnight Funding Rate ("SOFR"), which is intended to be a broad measure of secured overnight U.S. Treasury repo rates, as an appropriate replacement for LIBOR. The Federal Reserve Bank of New York began publishing the SOFR in 2018, expecting that it could be used on a voluntary basis in new instruments and transactions. Bank working groups and regulators in other countries have suggested other alternatives for their markets, including the Sterling Overnight Interbank Average Rate ("SONIA") in England. In July 2017, the Financial Conduct Authority (the "FCA"), the United Kingdom financial regulatory body, announced that after 2021 it will cease its active encouragement of UK banks to provide the quotations needed to sustain LIBOR. That announcement suggests that LIBOR may cease to be published after that time. For U.S. dollar LIBOR, however, the relevant date may be deferred to June 30, 2023, for the most common tenors (overnight and one, three, six and 12 months). As to those tenors, the LIBOR administrator has published a consultation regarding its intention to cease publication of U.S. dollar LIBOR as of June 30, 2023 (instead of December 31, 2021, as previously expected), apparently based on continued rate submissions from banks. It is expected that there will be enough time for market participants to transition to the use of a different benchmark for both new and existing securities and transactions. Various financial industry groups have begun planning for that transition, but there are obstacles to converting certain longer-term securities and transactions to a new benchmark. Transition planning is at an early stage, and neither the effect of the transition process nor its ultimate success can yet be known. Although the foregoing may provide some sense of timing, there is no assurance that LIBOR, nor any particular currency and tenor, will continue to be published until any particular date, and it appears highly likely that LIBOR will be discontinued or modified after December 31, 2021, or June 30, 2023, depending on the currency and tenor. The transition process might lead to increased volatility and illiquidity in markets that currently rely on the LIBOR to determine interest rates. It could also lead to a reduction in the value of some LIBOR-based investments and reduce the effectiveness of new hedges placed against existing LIBOR-based instruments. Since the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects could occur before the end of 2021.
6. Borrowing and Interfund Lending:
Line of Credit:
For the year ended December 31, 2020, the Victory Funds Complex and USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex and USAA Mutual Funds Complex, combined, may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund (herein, the "Fund"), another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended December 31, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata
31
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
portion of the upfront fee. Interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Line of credit fees.
The Fund did not utilize the Line of Credit during the year ended December 31, 2020.
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,that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending.
The Fund did not utilize the Facility during the year ended December 31, 2020.
7. Federal Income Tax Information:
Dividends from net investment income, if any, are declared and paid annually 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 (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distributions reclassification), 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.
As of December 31, 2020, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.
The tax character of distributions paid during the years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
| | Distributions paid from | | | | Distributions paid from | | | |
| | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Captial Gains | | Total Distributions Paid | |
| | | | $ | 6,215,654 | | | $ | — | | | $ | 6,215,654 | | | $ | 5,011,793 | | | $ | — | | | $ | 5,011,793 | | |
32
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
As of December 31, 2020, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Accumulated Earnings | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 4,219,857 | | | | 4,219,857 | | | $ | (4,271,531 | ) | | $ | 5,692,771 | | | $ | 5,641,097 | | |
* The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales, contingent payment debt instruments, and 305(c) deemed dividends.
As of December 31, 2020, the Fund had short-term and long-term capital loss carryforwards of $718,674 and $3,552,857, respectively, that are not subject to expiration.
During the tax year ended December 31, 2020, the Fund utilized $1,626,780 in capital loss carryforwards.
As of December 31, 2020, 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) | |
$ | 238,746,766 | | | $ | 5,800,500 | | | $ | (107,729 | ) | | $ | 5,692,771 | | |
8. Capital Contribution from Prior Custodian:
During 2016, the Fund received notification from the Fund's prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to 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 activities in question, 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 December 31, 2020, the shareholder listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund. Shareholders of record may hold Fund shares for the benefit of their customers.
Shareholder | | Percent | |
GIAC* | | | 100.0 | %* | |
* The Guardian Insurance & Annuity Company, Inc. ("GIAC") is a wholly owned subsidiary of The Guardian Life Insurance Company of America. The amount represents indirect interests of variable annuity contract holders or variable life policyholders.
33
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory INCORE Low Duration Bond VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2020, the related statement of operations for the year then ended and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116164_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2021
34
Victory Variable Insurance Funds | | Supplemental Information December 31, 2020 | |
(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 nine Trustees, eight 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 date of birth, 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 eight portfolios in the Trust, 42 portfolios in Victory Portfolios and 27 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. David C. Brown is a Trustee of USAA Mutual Funds Trust and oversees 46 portfolios of the USAA Mutual Funds Trust. 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 Date of Birth | | 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, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D.T. Andrews, Born April 1947 | | 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). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015). | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
35
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | 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. | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | 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, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | Trustee, USAA Mutual Funds Trust. | |
* 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.
36
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, 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 Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | 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, Born March 1984 | | 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 Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, Born April 1960 | | 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, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
37
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Proxy Voting and Portfolio Holdings Information
Proxy Voting:
Information regarding the policies and procedures 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 quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's web site at www.sec.gov.
Expense Example
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 July 1, 2020, through December 31, 2020.
The Actual Expense figures in the table below provide 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 "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
The Hypothetical Expense figures in the table below provide 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 shareholder reports of other funds.
Please note 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 7/1/2020 | | Actual Ending Account Value 12/31/2020 | | Hypothetical Ending Account Value 12/31/2020 | | Actual Expenses Paid During Period 7/1/20-12/31/20* | | Hypothetical Expenses Paid During Period 7/1/20-12/31/20* | | Annualized Expense Ratio During Period 7/1/20-12/31/20 | |
$ | 1,000.00 | | | $ | 1,016.10 | | | $ | 1,022.47 | | | $ | 2.69 | | | $ | 2.69 | | | | 0.53 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/366 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year)
38
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on December 2, 2020. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at a meeting on October 27, 2020, called for the purpose of reviewing the Agreement. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund, which also serves as independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by an independent consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows;
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. In addition, the Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by an independent consultant and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of the Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The
39
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Board also reviewed any changes to the independent consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which are generally viewed as a method by which an investment adviser shares any economies of scale with a fund as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below, and would consider breakpoints at a future time if the Fund's assets were to grow significantly.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index is gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.
The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for the five- and ten-year periods, underperformed the benchmark index for the one-year period, matched the benchmark index for the three-year period, and underperformed the peer group median for all of the periods reviewed, with the exception of the one-year period.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
40
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
41
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-AR (12/20)
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December 31, 2020
Annual Report
Victory Variable Insurance Funds
Victory RS International VIP Series
Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail from the insurance company that issued your variable annuity and variable life insurance contract, unless you specifically request paper copies of the reports from your insurance company. Instead, the reports will be made available on www.victoryfunds.com. The insurance company that offers your contract may also make these reports available on a website, and such insurance company will notify you by mail each time a report is posted and provide you with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company electronically by following the instructions provided by the insurance company.
If offered by your insurance company, you may elect to receive all future reports in paper and free of charge from the insurance company. You can inform your insurance company that you wish to continue receiving paper copies of your reports. Your election to receive reports in paper will apply to all funds available under your contract.
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
Shareholder Letter (Unaudited) | | | 3 | | |
Managers' Commentary (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 7 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 8 | | |
Schedule of Portfolio Investments | | | 9 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 14 | | |
Statement of Operations | | | 15 | | |
Statements of Changes in Net Assets | | | 16 | | |
Financial Highlights | | | 18 | | |
Notes to Financial Statements | | | 20 | | |
Report of Independent Registered Public Accounting Firm | | | 29 | | |
Supplemental Information (Unaudited) | |
Trustees' and Officers' Information | | | 30 | | |
Proxy Voting and Portfolio Holdings Information | | | 33 | | |
Expense Example | | | 33 | | |
Additional Federal Income Tax Information | | | 34 | | |
Advisory Contract Renewal | | | 35 | | |
Privacy Policy (inside back cover) | | | |
The Fund is distributed by Victory Capital Services, 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 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-CSR/0001104659-21-029006/j2116165_ba002.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
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2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
When we look back on 2020, we will undoubtedly remember it as an extraordinary year. A year ago, no one could have imagined the unusual events that would challenge us personally, professionally, and collectively as a nation. But in retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.
The year began with rudimentary worries, such as economic growth rates, trade deals, and interest rates. But a novel coronavirus and the subsequent worldwide spread of COVID-19 became an unprecedented event. To combat the pandemic, governments everywhere issued austere shelter-in-place orders, and the global economy slowed markedly. Equity markets sold off sharply in March and April, and second quarter U.S. GDP contracted by an alarming annual rate of 31.4%.
It's no surprise that so many investors flocked to the perceived safety of U.S. Treasurys. Meanwhile, liquidity evaporated (for a short spell) in many other segments of the fixed income market, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.
A response, however, came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action — cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).
It was impressive how quickly those actions helped end the stock market's freefall and restore order across much of the fixed-income universe. The rebound was almost as robust as the drawdown, and third-quarter GDP (the most recent finalized data available) grew at a 33.4% annualized rate.
Late in the year, markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter when it became clear the United States Congress would provide another dose of fiscal stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.
Through all the unprecedented events and extreme volatility, the S&P 500® Index registered an impressive annual return of 18.40% for the 12-month period ended December 31, 2020. Meanwhile, the yield on 10-year U.S. Treasurys declined 95 basis points over the same period, reflecting both the Fed's interest rate cuts and its pledge to keep rates low longer. The yield on 10-Year U.S. Treasurys was 0.93% as of December 31, 2020.
While markets endured and performed admirably during 2020, perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to
3
remain focused on your long-term investment goals and avoid making emotional decisions. Moreover, we continue to have confidence in all of Victory Capital's autonomous Investment Franchises and their ability to navigate the ups and downs.
On the following pages, you will find information relating to your Victory Funds investment. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863, or visit our website at www.vcm.com.
My colleagues and I sincerely appreciate the confidence you have placed in the Victory Funds, and we value the opportunity to help meet your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116165_ba003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory RS International VIP Series
Managers' Commentary
(Unaudited)
What were the market conditions during the reporting period?
International equities (as measured by the MSCI EAFE Index (the "Index")) returned 7.82% over the year ended December 31, 2020, finishing a volatile year with three consecutive quarters of positive returns. Broad recognition of the pandemic related to the novel coronavirus and the disease it causes (COVID-19) in the first quarter led to steep market losses and economic contraction as virus prevention measures kept businesses closed and people at home. The ensuing government relief efforts and central bank stimulus ignited a multi-month equity market recovery led by a narrow group of U.S. large-cap equities and those companies best suited to operate in a "remote" economy. Positive vaccine news and the conclusion of the U.S. elections in early November further strengthened the stimulus-driven rally, bolstering value-oriented market segments and shifting capital toward sectors that would benefit from economic growth
How did Victory RS International VIP Series (the "Fund") perform during the reporting period?
The Fund seeks to provide long-term capital appreciation. The Fund returned 6.24% (at net asset value) for the year ended December 31, 2020, underperforming the Index, which returned 7.82% during the reporting period.
What strategies did you employ during the reporting period?
We employ a blended investment approach that relies on both rigorous quantitative techniques and experienced analyst judgement. At the heart of the investment process is our proprietary QVS (Quality, Value and Sentiment) Model (the "Model"), which is designed to identify companies that have the potential to consistently create shareholder value, are reasonably valued, and exhibit favorable market sentiment. The Model helps us focus our resources, as we conduct additional research only on companies with the strongest Model recommendations. Making correct macro allocation calls can be immensely challenging; therefore, we do not forecast regional performance and seek to remain sector- and region-neutral in constructing the portfolio. In our view, stock selection can be far more impactful to strategy performance than allocation.
The Fund's active return to the Index was negatively impacted by weak stock selection in the Consumer Discretionary and Information Technology sectors. Underweights to the Consumer Discretionary and Consumer Staples sectors also detracted, as did the Fund's small allocation to cash. Positive stock selection in the Financials, Materials and Industrials sectors aided relative performance. From a regional perspective, negative stock selection in Japan and Europe detracted from relative results, while Fund investments in the United Kingdom and Asia/Pacific ex Japan supported relative performance. Country-level detractors included the Netherlands and Spain, while positive contributors included Italy and France.
Individual detractors from relative performance included Telefonica SA, a telecommunications and network provider based in Spain, and En-Japan Inc., a Japanese online job recruitment and employee training firm. The Fund also lost relative performance
5
Victory Variable Insurance Funds
Victory RS International VIP Series (continued)
Managers' Commentary (continued)
from not owning ASML Holding NV, a semiconductor equipment provider based in the Netherlands that performed well within the Index. Positive contributors included Chinese technology multinational Tencent Holdings Ltd., United Kingdom- based mining and resources corporation Rio Tinto Plc, and Atlas Copco AB, an industrial equipment supplier based in Sweden.
6
Victory Variable Insurance Funds
Victory RS International VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2020
| | Class I | | | |
INCEPTION DATE | | 2/8/91 | | | |
| | Net Asset Value | | MSCI EAFE Index1 | |
One Year | | | 6.24 | % | | | 7.82 | % | |
Five Year | | | 8.27 | % | | | 7.45 | % | |
Ten Year | | | 5.96 | % | | | 5.51 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.
Victory RS International VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116165_bc004.jpg)
1The MSCI EAFE Index (Europe, Australasia, and Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sale charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Past performance is not indicative of future results.
7
Victory Variable Insurance Funds Victory RS International VIP Series | | December 31, 2020 | |
(Unaudited)
Investment Objective & Portfolio Holdings:
Victory RS International VIP Series seeks to provide long-term capital appreciation.
Sector Allocation*:
December 31, 2020
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116165_bc005.jpg)
* Does not include futures, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
8
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments December 31, 2020 | |
Security Description | | Shares | | Value | |
Common Stocks (98.1%) | |
Australia (5.6%): | |
Financials (1.2%): | |
Macquarie Group Ltd. | | | 16,156 | | | $ | 1,724,151 | | |
Health Care (1.4%): | |
CSL Ltd. | | | 9,280 | | | | 2,027,222 | | |
Materials (2.0%): | |
BHP Group Ltd. | | | 88,910 | | | | 2,904,538 | | |
Real Estate (1.0%): | |
Scentre Group | | | 732,957 | | | | 1,574,081 | | |
| | | 8,229,992 | | |
Belgium (1.0%): | |
Information Technology (1.0%): | |
Melexis NV | | | 15,638 | | | | 1,524,032 | | |
China (2.7%): | |
Communication Services (0.8%): | |
Tencent Holdings Ltd. | | | 17,000 | | | | 1,223,254 | | |
Consumer Discretionary (0.8%): | |
China Meidong Auto Holdings Ltd. | | | 298,000 | | | | 1,213,074 | | |
Financials (1.1%): | |
China Merchants Bank Co. Ltd., Class H | | | 241,500 | | | | 1,527,789 | | |
| | | 3,964,117 | | |
Denmark (1.3%): | |
Consumer Staples (1.3%): | |
Royal Unibrew A/S | | | 16,371 | | | | 1,896,055 | | |
France (8.7%): | |
Consumer Discretionary (4.0%): | |
Cie Generale des Etablissements Michelin SCA | | | 12,908 | | | | 1,661,781 | | |
Faurecia SE (a) | | | 28,709 | | | | 1,470,764 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 4,464 | | | | 2,794,112 | | |
| | | 5,926,657 | | |
Energy (1.3%): | |
Gaztransport Et Technigaz SA | | | 4,752 | | | | 460,308 | | |
TOTAL SE (b) | | | 33,576 | | | | 1,449,029 | | |
| | | 1,909,337 | | |
Industrials (0.9%): | |
Safran SA (a) | | | 10,088 | | | | 1,429,628 | | |
Information Technology (1.4%): | |
Capgemini SE | | | 13,010 | | | | 2,023,477 | | |
Materials (1.1%): | |
Arkema SA | | | 14,043 | | | | 1,606,621 | | |
| | | 12,895,720 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Germany (5.8%): | |
Financials (1.7%): | |
Allianz SE | | | 9,991 | | | $ | 2,454,204 | | |
Industrials (1.3%): | |
Siemens AG, Registered Shares | | | 13,397 | | | | 1,929,543 | | |
Information Technology (1.7%): | |
SAP SE (b) | | | 19,266 | | | | 2,494,989 | | |
Real Estate (1.1%): | |
Vonovia SE (b) | | | 22,186 | | | | 1,620,127 | | |
| | | 8,498,863 | | |
Hong Kong (2.7%): | |
Financials (1.6%): | |
AIA Group Ltd. | | | 187,800 | | | | 2,288,628 | | |
Real Estate (1.1%): | |
CK Asset Holdings Ltd. | | | 328,000 | | | | 1,678,397 | | |
| | | 3,967,025 | | |
Ireland (0.8%): | |
Industrials (0.8%): | |
Experian PLC | | | 31,027 | | | | 1,178,499 | | |
Italy (5.1%): | |
Energy (1.0%): | |
Snam SpA | | | 253,202 | | | | 1,429,799 | | |
Financials (0.9%): | |
Banca Generali SpA (a) | | | 41,418 | | | | 1,385,080 | | |
Health Care (1.1%): | |
Recordati Industria Chimica e Farmaceutica SpA (b) | | | 28,356 | | | | 1,576,641 | | |
Utilities (2.1%): | |
Enel SpA | | | 312,940 | | | | 3,183,674 | | |
| | | 7,575,194 | | |
Japan (22.7%): | |
Communication Services (1.9%): | |
Capcom Co. Ltd. | | | 22,100 | | | | 1,433,453 | | |
Kakaku.com, Inc. | | | 48,300 | | | | 1,322,325 | | |
| | | 2,755,778 | | |
Consumer Discretionary (3.9%): | |
Hikari Tsushin, Inc. | | | 5,100 | | | | 1,196,807 | | |
Toyota Motor Corp. | | | 58,400 | | | | 4,507,390 | | |
| | | 5,704,197 | | |
Consumer Staples (1.7%): | |
Kobe Bussan Co. Ltd. (b) | | | 35,100 | | | | 1,078,604 | | |
Toyo Suisan Kaisha Ltd. | | | 29,000 | | | | 1,411,548 | | |
| | | 2,490,152 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Financials (2.1%): | |
JAFCO Group Co. Ltd. | | | 17,300 | | | $ | 864,637 | | |
Mitsubishi UFJ Financial Group, Inc. | | | 235,700 | | | | 1,043,742 | | |
Tokio Marine Holdings, Inc. | | | 22,500 | | | | 1,159,403 | | |
| | | 3,067,782 | | |
Health Care (3.2%): | |
Hoya Corp. | | | 22,100 | | | | 3,061,180 | | |
Shionogi & Co. Ltd. | | | 31,100 | | | | 1,700,532 | | |
| | | 4,761,712 | | |
Industrials (4.5%): | |
en-japan, Inc. | | | 40,200 | | | | 1,207,763 | | |
Fuji Electric Co. Ltd. | | | 14,300 | | | | 516,249 | | |
ITOCHU Corp. | | | 37,400 | | | | 1,075,785 | | |
Nippon Yusen KK | | | 43,600 | | | | 1,017,369 | | |
OKUMA Corp. | | | 23,100 | | | | 1,295,850 | | |
Sanwa Holdings Corp. | | | 139,000 | | | | 1,623,434 | | |
| | | 6,736,450 | | |
Information Technology (3.7%): | |
Fujitsu Ltd. | | | 18,900 | | | | 2,732,117 | | |
Oracle Corp. | | | 12,800 | | | | 1,668,782 | | |
Ulvac, Inc. | | | 25,400 | | | | 1,089,110 | | |
| | | 5,490,009 | | |
Real Estate (0.7%): | |
Sumitomo Realty & Development Co. Ltd. | | | 33,200 | | | | 1,025,126 | | |
Utilities (1.0%): | |
Chubu Electric Power Co., Inc. | | | 123,700 | | | | 1,493,026 | | |
| | | 33,524,232 | | |
Netherlands (4.0%): | |
Communication Services (1.1%): | |
Koninklijke KPN NV | | | 550,998 | | | | 1,674,430 | | |
Financials (1.2%): | |
ING Groep NV (a) | | | 186,173 | | | | 1,730,786 | | |
Industrials (1.1%): | |
Wolters Kluwer NV | | | 19,239 | | | | 1,621,168 | | |
Information Technology (0.6%): | |
ASM International NV | | | 4,229 | | | | 922,739 | | |
| | | 5,949,123 | | |
New Zealand (0.9%): | |
Health Care (0.9%): | |
Fisher & Paykel Healthcare Corp. Ltd. | | | 56,578 | | | | 1,343,283 | | |
Norway (1.3%): | |
Energy (0.4%): | |
Aker BP ASA | | | 21,251 | | | | 537,084 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Financials (0.9%): | |
SpareBank 1 SMN | | | 123,252 | | | $ | 1,404,979 | | |
| | | 1,942,063 | | |
Spain (1.0%): | |
Communication Services (1.0%): | |
Telefonica SA | | | 368,855 | | | | 1,466,981 | | |
Sweden (2.1%): | |
Industrials (2.1%): | |
Atlas Copco AB, Class B | | | 47,952 | | | | 2,153,440 | | |
Epiroc AB, Class B | | | 59,088 | | | | 997,967 | | |
| | | 3,151,407 | | |
Switzerland (15.5%): | |
Consumer Staples (4.9%): | |
Coca-Cola HBC AG | | | 31,650 | | | | 1,024,771 | | |
Nestle SA, Registered Shares | | | 52,471 | | | | 6,204,769 | | |
| | | 7,229,540 | | |
Financials (3.0%): | |
Cembra Money Bank AG | | | 9,463 | | | | 1,146,556 | | |
Partners Group Holding AG (b) | | | 1,216 | | | | 1,429,335 | | |
UBS Group AG | | | 129,897 | | | | 1,829,549 | | |
| | | 4,405,440 | | |
Health Care (6.1%): | |
Novartis AG, Registered Shares | | | 44,179 | | | | 4,161,214 | | |
Roche Holding AG | | | 13,984 | | | | 4,872,258 | | |
| | | 9,033,472 | | |
Industrials (1.5%): | |
Adecco Group AG | | | 34,153 | | | | 2,275,476 | | |
| | | 22,943,928 | | |
United Kingdom (16.9%): | |
Communication Services (0.9%): | |
ITV PLC (a) | | | 895,810 | | | | 1,305,169 | | |
Consumer Discretionary (1.6%): | |
Next PLC (a) | | | 24,183 | | | | 2,331,529 | | |
Consumer Staples (4.6%): | |
Diageo PLC | | | 73,611 | | | | 2,912,264 | | |
Imperial Brands PLC | | | 117,116 | | | | 2,456,094 | | |
Unilever PLC | | | 23,569 | | | | 1,413,310 | | |
| | | 6,781,668 | | |
Energy (2.1%): | |
BP PLC | | | 358,782 | | | | 1,237,881 | | |
Royal Dutch Shell PLC, Class A | | | 104,830 | | | | 1,838,067 | | |
| | | 3,075,948 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Financials (3.0%): | |
Close Brothers Group PLC | | | 69,137 | | | $ | 1,303,661 | | |
HSBC Holdings PLC | | | 184,437 | | | | 952,520 | | |
Legal & General Group PLC | | | 588,455 | | | | 2,144,255 | | |
| | | 4,400,436 | | |
Health Care (0.4%): | |
Smith & Nephew PLC | | | 29,614 | | | | 615,064 | | |
Materials (4.3%): | |
Croda International PLC | | | 12,545 | | | | 1,128,004 | | |
Evraz PLC | | | 229,315 | | | | 1,465,316 | | |
Rio Tinto PLC | | | 50,846 | | | | 3,826,767 | | |
| | | 6,420,087 | | |
| | | 24,929,901 | | |
Total Common Stocks (Cost $114,924,072) | | | 144,980,415 | | |
Exchange-Traded Funds (0.3%) | |
United States (0.3%): | |
iShares MSCI EAFE ETF | | | 6,037 | | | | 440,459 | | |
Total Exchange-Traded Funds (Cost $341,750) | | | 440,459 | | |
Collateral for Securities Loaned^ (3.4%) | |
United States (3.4%): | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (c) | | | 86,377 | | | | 86,377 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (c) | | | 2,967,547 | | | | 2,967,547 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.04% (c) | | | 43,106 | | | | 43,106 | | |
JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c) | | | 343,716 | | | | 343,716 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.09% (c) | | | 1,545,414 | | | | 1,545,414 | | |
Total Collateral for Securities Loaned (Cost $4,986,160) | | | 4,986,160 | | |
Total Investments (Cost $120,251,982) — 101.8% | | | 150,407,034 | | |
Liabilities in excess of other assets — (1.8)% | | | (2,624,425 | ) | |
NET ASSETS — 100.00% | | $ | 147,782,609 | | |
^ Purchased with cash collateral from securities on loan.
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate disclosed is the daily yield on December 31, 2020.
ETF — Exchange-Traded Fund
PLC — Public Limited Company
See notes to financial statements.
13
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2020 | |
| | Victory RS International VIP Series | |
ASSETS: | |
Investments, at value (Cost $120,251,982) | | $ | 150,407,034 | (a) | |
Foreign currency, at value (Cost $163,507) | | | 163,296 | | |
Cash and cash equivalents | | | 1,730,564 | | |
Receivables: | |
Interest and dividends | | | 11,511 | | |
Capital shares issued | | | 32,533 | | |
Reclaims | | | 645,277 | | |
From Adviser | | | 11,425 | | |
Prepaid expenses | | | 2,059 | | |
Total Assets | | | 153,003,699 | | |
LIABILITIES: | |
Payables: | |
Collateral received on loaned securities | | | 4,986,160 | | |
Capital shares redeemed | | | 88,856 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 98,605 | | |
Administration fees | | | 7,583 | | |
Custodian fees | | | 9,327 | | |
Transfer agent fees | | | 73 | | |
Compliance fees | | | 100 | | |
Trustees' fees | | | 4 | | |
Other accrued expenses | | | 30,382 | | |
Total Liabilities | | | 5,221,090 | | |
NET ASSETS: | |
Capital | | | 116,543,272 | | |
Total accumulated earnings/(loss) | | | 31,239,337 | | |
Net Assets | | $ | 147,782,609 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 8,397,196 | | |
Net asset value: | | $ | 17.60 | | |
(a) Includes $4,717,450 of securities on loan.
See notes to financial statements.
14
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2020 | |
| | Victory RS International VIP Series | |
Investment Income: | |
Dividends | | $ | 4,061,727 | | |
Non-cash dividends | | | 295,000 | | |
Interest | | | 8,348 | | |
Securities lending (net of fees) | | | 25,478 | | |
Foreign tax withholding | | | (456,056 | ) | |
Total Income | | | 3,934,497 | | |
Expenses: | |
Investment advisory fees | | | 1,067,516 | | |
Administration fees | | | 81,132 | | |
Sub-Administration fees | | | 14,167 | | |
Custodian fees | | | 48,834 | | |
Transfer agent fees | | | 456 | | |
Trustees' fees | | | 12,081 | | |
Compliance fees | | | 1,170 | | |
Legal and audit fees | | | 23,082 | | |
Other expenses | | | 60,015 | | |
Total Expenses | | | 1,308,453 | | |
Expenses waived/reimbursed by Adviser | | | (67,482 | ) | |
Net Expenses | | | 1,240,971 | | |
Net Investment Income (Loss) | | | 2,693,526 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities and foreign currency translations | | | 2,307,844 | | |
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations | | | 3,006,295 | | |
Net realized/unrealized gains on investments | | | 5,314,139 | | |
Change in net assets resulting from operations | | $ | 8,007,665 | | |
See notes to financial statements.
15
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS International VIP Series | |
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 2,693,526 | | | $ | 3,711,382 | | |
Net realized gains (losses) from investments | | | 2,307,844 | | | | 2,838,117 | | |
Net change in unrealized appreciation/depreciation on investments | | | 3,006,295 | | | | 23,830,462 | | |
Change in net assets resulting from operations | | | 8,007,665 | | | | 30,379,961 | | |
Change in net assets resulting from distributions to shareholders | | | (7,693,180 | ) | | | (12,127,758 | ) | |
Change in net assets resulting from capital transactions | | | (1,566,021 | ) | | | (11,741,589 | ) | |
Change in net assets | | | (1,251,536 | ) | | | 6,510,614 | | |
Net Assets: | |
Beginning of period | | | 149,034,145 | | | | 142,523,531 | | |
End of period | | $ | 147,782,609 | | | $ | 149,034,145 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 8,248,594 | | | $ | 2,897,082 | | |
Distributions reinvested | | | 7,693,180 | | | | 12,127,758 | | |
Cost of shares redeemed | | | (17,507,795 | ) | | | (26,766,429 | ) | |
Change in net assets resulting from capital transactions | | $ | (1,566,021 | ) | | $ | (11,741,589 | ) | |
Share Transactions: | |
Issued | | | 519,213 | | | | 165,264 | | |
Reinvested | | | 439,797 | | | | 684,295 | | |
Redeemed | | | (1,089,531 | ) | | | (1,532,898 | ) | |
Change in Shares | | | (130,521 | ) | | | (683,339 | ) | |
See notes to financial statements.
16
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17
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | | | Investment Activities | | Distributions to Shareholders From | |
| | Net Asset Value, Beginning of Period | | Net Investment Income (Loss)(a) | | Net Realized and Unrealized Gains (Losses) on Investments | | Total from Investment Activities | | Net Investment Income | | Net Realized Gains From Investments | | Total Distributions | |
Victory RS International VIP Series | |
Year Ended 12/31/20 | | $ | 17.48 | | | | 0.32 | | | | 0.75 | | | | 1.07 | | | | (0.45 | ) | | | (0.50 | ) | | | (0.95 | ) | |
Year Ended 12/31/19 | | $ | 15.47 | | | | 0.43 | | | | 3.09 | | | | 3.52 | | | | (0.39 | ) | | | (1.12 | ) | | | (1.51 | ) | |
Year Ended 12/31/18 | | $ | 17.64 | | | | 0.38 | | | | (2.26 | ) | | | (1.88 | ) | | | (0.15 | ) | | | (0.14 | ) | | | (0.29 | ) | |
Year Ended 12/31/17 | | $ | 14.31 | | | | 0.31 | | | | 3.36 | | | | 3.67 | | | | (0.34 | ) | | | — | | | | (0.34 | ) | |
Year Ended 12/31/16 | | $ | 14.39 | | | | 0.30 | | | | (0.10 | ) | | | 0.20 | | | | (0.31 | ) | | | — | | | | (0.31 | ) | |
(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) The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.23% for the period shown. (See Note 8)
See notes to financial statements.
18
Victory Variable Insurance Funds | | Financial Highlights — continued | |
For a Share Outstanding Throughout Each Period
| | | | Ratios to Average Net Assets | | Supplemental Data | |
| | Capital Contribution from Prior Custodian, Net (See Note 8) | | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory RS International VIP Series | |
Year Ended 12/31/20 | | | — | | | $ | 17.60 | | | | 6.24 | % | | | 0.93 | % | | | 2.02 | % | | | 0.98 | % | | $ | 147,783 | | | | 54 | % | |
Year Ended 12/31/19 | | | — | | | $ | 17.48 | | | | 22.79 | % | | | 0.93 | % | | | 2.49 | % | | | 0.96 | % | | $ | 149,034 | | | | 32 | % | |
Year Ended 12/31/18 | | | — | | | $ | 15.47 | | | | (10.66 | )% | | | 0.93 | % | | | 2.20 | % | | | 0.94 | % | | $ | 142,524 | | | | 44 | % | |
Year Ended 12/31/17 | | | — | | | $ | 17.64 | | | | 25.68 | % | | | 0.93 | % | | | 1.93 | % | | | 0.95 | % | | $ | 181,518 | | | | 57 | % | |
Year Ended 12/31/16 | | | 0.03 | | | $ | 14.31 | | | | 1.60 | %(c) | | | 0.90 | % | | | 2.13 | % | | | 0.90 | % | | $ | 175,026 | | | | 110 | % | |
See notes to financial statements.
19
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2020 | |
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 investment company. The Trust is comprised of eight 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. Victory RS International VIP Series (the "Fund"), a series of the Trust, offers a single class of shares: Class I Shares. The Fund's shares are only available for purchase by certain separate accounts of insurance companies as investments for certain variable annuity plans and variable life insurance contracts issued by those insurance companies. The accompanying financial statements are those of the Fund.
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 Generally Accepted Accounting Principles 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 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.
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Trust's Board of Trustees (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 NAV is calculated. The Fund uses a systematic valuation model, provided daily by an independent third party to fair value their international equity securities. These valuations are considered as Level 2 in the fair value hierarchy.
A summary of the valuations as of December 31, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments.
| | LEVEL 1 | | LEVEL 2 | | LEVEL 3 | | Total | |
Common Stocks | | $ | — | | | $ | 144,980,415 | | | $ | — | | | $ | 144,980,415 | | |
Exchange-Traded Funds | | | 440,459 | | | | — | | | | — | | | | 440,459 | | |
Collateral for Securities Loaned | | | 4,986,160 | | | | — | | | | — | | | | 4,986,160 | | |
Total | | $ | 5,426,619 | | | $ | 144,980,415 | | | $ | — | | | $ | 150,407,034 | | |
For the year ended December 31, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.
Investment Companies:
Exchange-Traded Funds:
The Fund may invest in ETFs, the shares of which are bought and sold on a securities exchange. An ETF trades like common stock and represents a portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. A 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 of 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.
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 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,
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 foreign exchange currency contracts does not eliminate fluctuations in the underlying prices of the securities. As of December 31, 2020, 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 determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted on the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays the Agent various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering their 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 which are subject to offset under the MSLA as of December 31, 2020. These transactions are accounted for as secured
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.
Gross Amount of Recognized Assets (Value of | | Value of Cash | | Value of Non-cash Collateral Received by Maturity | | | |
Securities on Loan) | | Collateral Received* | | <30 Days | | Between 30 & 90 Days | | >90 Days | | Net Amount | |
$ | 4,717,450 | | | $ | 4,717,450 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Fund is disclosed on the Statement of Assets and Liabilities.
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 investments 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.
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 years, which includes the current fiscal tax year end). 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 in the Trust, or jointly with an affiliated trust, are allocated among the respective funds in the Trust and/or affiliated trust based upon net assets or another appropriate basis.
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
3. Purchases and Sales of Securities:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2020, were as follows:
| | Excluding U.S. Government Securities | |
| | Purchases | | Sales | |
| | | | $ | 70,435,661 | | | $ | 75,988,142 | | |
For the year ended December 31, 2020, 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. Amounts incurred and paid to VCM for the year ended December 31, 2020, are reflected on the Statement of Operations as Investment advisory fees.
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 the Administration, Servicing 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 "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Administration fees.
Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Sub-Administration fees.
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Custodian fees.
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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Transfer agent fees.
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 aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Compliance fees.
Sidley Austin LLP provides legal services to the Trust.
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.
Effective May 1, 2020, the Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses 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 limits. As of December 31, 2020, 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 to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the year, if any, are reflected on the Statement of Operations as Recoupment of prior expenses waived/reimbursed by Adviser. As of December 31, 2020, the following amounts are available to be repaid to the Adviser. The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at December 31, 2020.
Expires December 31, 2021 | | Expires December 31, 2022 | | Expires December 31, 2023 | | Total | |
$ | 15,196 | | | $ | 37,537 | | | $ | 67,482 | | | $ | 120,215 | | |
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 year ended December 31, 2020.
Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, Custodian, Distributor, and Legal Counsel.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company's earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fire and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Foreign Securities Risk — Foreign securities (including depositary receipts) are subject to political, regulatory, and economic risks not present in domestic investments. Foreign securities could be affected
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
by factors not present in the U.S., including expropriation, confiscation of property, and difficulties in enforcing contracts. Compared to U.S. companies, there generally is less publicly available information about foreign companies and there may be less governmental regulation and supervision of foreign companies. Foreign securities generally experience more volatility than their domestic counterparts. 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. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies, currency exchange control regulations, and restrictions or prohibitions on the repatriation of foreign currencies may negatively affect an investment.
Geopolitical/Natural Disaster Risk — An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.
6. Borrowing and Interfund Lending:
Line of Credit:
For the year ended December 31, 2020, the Victory Funds Complex and USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex and USAA Mutual Funds Complex, combined, may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund (herein, the "Fund"), another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended December 31, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Line of credit fees.
The Fund did not utilize the Line of Credit during the year ended December 31, 2020.
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 Fund, that is permitted to participate in the Facility, in the Victory Funds Complex relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund during the period, if
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
applicable, is presented on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending.
The Fund did not utilize the Facility during the year ended December 31, 2020.
7. Federal Income Tax Information:
Dividends from net investment income, if any, are declared and paid annually 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 (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distributions reclassification), 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.
As of December 31, 2020, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.
The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
Distributions paid from | | | | Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 3,686,535 | | | $ | 4,006,645 | | | $ | 7,693,180 | | | $ | 3,274,066 | | | $ | 8,853,692 | | | $ | 12,127,758 | | |
As of December 31, 2020, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 2,772,081 | | | $ | 3,187,271 | | | $ | 5,959,352 | | | $ | 25,279,985 | | | $ | 31,239,337 | | |
* The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales and passive foreign investment company adjustments.
As of December 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.
As of December 31, 2020, 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) | |
$ | 125,183,530 | | | $ | 33,069,250 | | | $ | (7,845,746 | ) | | $ | 25,223,504 | | |
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
8. Capital Contribution from Prior Custodian:
During 2016, the Fund received notification from the Fund's prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to 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 activities in question, 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 the year ended December 31, 2020, the shareholder listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund. Shareholders of record may hold Fund shares for the benefit of their customers.
Shareholder | | Percent | |
GIAC* | | | 98.7 | %* | |
* The Guardian Insurance & Annuity Company, Inc. ("GIAC") is a wholly owned subsidiary of The Guardian Life Insurance Company of America. The amount represents indirect interests of variable annuity contract holders or variable life policyholders.
28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory RS International VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2020, the related statement of operations for the year then ended and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116165_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2021
29
Victory Variable Insurance Funds | | Supplemental Information December 31, 2020 | |
(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 nine Trustees, eight 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 date of birth, 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 eight portfolios in the Trust, 42 portfolios in Victory Portfolios and 27 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. David C. Brown is a Trustee of USAA Mutual Funds Trust and oversees 46 portfolios of the USAA Mutual Funds Trust. 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 Date of Birth | | 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, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D.T. Andrews, Born April 1947 | | 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). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015). | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
30
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | 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. | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | 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, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | Trustee, USAA Mutual Funds Trust. | |
* 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.
31
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, 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 Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | 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, Born March 1984 | | 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 Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, Born April 1960 | | 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, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
32
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Proxy Voting and Portfolio Holdings Information
Proxy Voting:
Information regarding the policies and procedures 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 quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's web site at www.sec.gov.
Expense Example
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 July 1, 2020, through December 31, 2020.
The Actual Expense figures in the table below provide 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 "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
The Hypothetical Expense figures in the table below provide 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 shareholder reports of other funds.
Please note 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 7/1/2020 | | Actual Ending Account Value 12/31/2020 | | Hypothetical Ending Account Value 12/31/2020 | | Actual Expenses Paid During Period 7/1/20-12/31/20* | | Hypothetical Expenses Paid During Period 7/1/20-12/31/20* | | Annualized Expense Ratio During Period 7/1/20-12/31/20 | |
$ | 1,000.00 | | | $ | 1,182.80 | | | $ | 1,020.46 | | | $ | 5.10 | | | $ | 4.72 | | | | 0.93 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/366 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
33
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Additional Federal Income Tax Information
For the year ended December 31, 2020, the Fund paid qualified dividend income for the purposes of reduced individual federal income tax rates of 100%.
For the year ended December 31, 2020, the Fund designated long-term capital gain distributions in the amount of $4,006,645.
The Fund intends to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per shares outstanding on December 31, 2020, were $0.46 and $0.05, respectively.
34
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on December 2, 2020. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at a meeting on October 27, 2020, called for the purpose of reviewing the Agreement. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund, which also serves as independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by an independent consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows;
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. In addition, the Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by an independent consultant and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of the Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the independent consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information
35
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which are generally viewed as a method by which an investment adviser shares any economies of scale with a fund as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below, and would consider breakpoints at a future time if the Fund's assets were to grow significantly.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus. The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for all of the periods reviewed, and outperformed the peer group median for all of the periods reviewed, with the exception of the one-year period.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
36
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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December 31, 2020
Annual Report
Victory Variable Insurance Funds
Victory RS Large Cap Alpha VIP Series
Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail from the insurance company that issued your variable annuity and variable life insurance contract, unless you specifically request paper copies of the reports from your insurance company. Instead, the reports will be made available on www.victoryfunds.com. The insurance company that offers your contract may also make these reports available on a website, and such insurance company will notify you by mail each time a report is posted and provide you with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company electronically by following the instructions provided by the insurance company.
If offered by your insurance company, you may elect to receive all future reports in paper and free of charge from the insurance company. You can inform your insurance company that you wish to continue receiving paper copies of your reports. Your election to receive reports in paper will apply to all funds available under your contract.
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
Shareholder Letter (Unaudited) | | | 3 | | |
Managers' Commentary (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 7 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 8 | | |
Schedule of Portfolio Investments | | | 9 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 12 | | |
Statement of Operations | | | 13 | | |
Statements of Changes in Net Assets | | | 14 | | |
Financial Highlights | | | 16 | | |
Notes to Financial Statements | | | 18 | | |
Report of Independent Registered Public Accounting Firm | | | 26 | | |
Supplemental Information (Unaudited) | |
Trustees' and Officers' Information | | | 27 | | |
Proxy Voting and Portfolio Holdings Information | | | 30 | | |
Expense Example | | | 30 | | |
Additional Federal Income Tax Information | | | 31 | | |
Advisory Contract Renewal | | | 32 | | |
Privacy Policy (inside back cover) | | | |
The Fund is distributed by Victory Capital Services, 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 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
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2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
When we look back on 2020, we will undoubtedly remember it as an extraordinary year. A year ago, no one could have imagined the unusual events that would challenge us personally, professionally, and collectively as a nation. But in retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.
The year began with rudimentary worries, such as economic growth rates, trade deals, and interest rates. But a novel coronavirus and the subsequent worldwide spread of COVID-19 became an unprecedented event. To combat the pandemic, governments everywhere issued austere shelter-in-place orders, and the global economy slowed markedly. Equity markets sold off sharply in March and April, and second quarter U.S. GDP contracted by an alarming annual rate of 31.4%.
It's no surprise that so many investors flocked to the perceived safety of U.S. Treasurys. Meanwhile, liquidity evaporated (for a short spell) in many other segments of the fixed income market, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.
A response, however, came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action — cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).
It was impressive how quickly those actions helped end the stock market's freefall and restore order across much of the fixed-income universe. The rebound was almost as robust as the drawdown, and third-quarter GDP (the most recent finalized data available) grew at a 33.4% annualized rate.
Late in the year, markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter when it became clear the United States Congress would provide another dose of fiscal stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.
Through all the unprecedented events and extreme volatility, the S&P 500® Index registered an impressive annual return of 18.40% for the 12-month period ended December 31, 2020. Meanwhile, the yield on 10-year U.S. Treasurys declined 95 basis points over the same period, reflecting both the Fed's interest rate cuts and its pledge to keep rates low longer. The yield on 10-Year U.S. Treasurys was 0.93% as of December 31, 2020.
While markets endured and performed admirably during 2020, perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to
3
remain focused on your long-term investment goals and avoid making emotional decisions. Moreover, we continue to have confidence in all of Victory Capital's autonomous Investment Franchises and their ability to navigate the ups and downs.
On the following pages, you will find information relating to your Victory Funds investment. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863, or visit our website at www.vcm.com.
My colleagues and I sincerely appreciate the confidence you have placed in the Victory Funds, and we value the opportunity to help meet your investment goals.
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Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory RS Large Cap Alpha VIP Series
Managers' Commentary
(Unaudited)
What were the market conditions during the reporting period?
U.S. equity markets delivered solid performance across styles in 2020, and the S&P 500® Index — the most popular proxy for the overall domestic stock market — delivered its 11th year of positive returns in the last 12 years. U.S. stocks continued to perform well following a strong 2019 — and this despite the unprecedented pandemic. The economy and stocks proved resilient following what was effectively a virtual global economic shutdown in the first quarter. But thanks to the U.S. Federal Reserve (the "Fed") (and central bankers worldwide) and the U.S. Congress, the record fiscal stimulus and highly accommodative monetary policies backstopped the markets and renewed risk-taking among investors.
After a solid start to the 2020 calendar year in January, U.S. equity markets moved abruptly lower as worst-case fears of SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2) — the virus responsible for COVID-19 (coronavirus disease 2019) — became a reality. While investors started to show concern of the potential impact of the virus in February, with the broad Russell 3000® Index declining 8.19%, investors fled risk assets in March en masse as the virus hit home in the United States and the broad index declined another 13.75%. This panic pushed investors to shift away from risk assets and caused credit markets to seize up, while volatility hit an all-time record high.
The Fed subsequently adjusted forecasts for second quarter economic output to contract by levels not seen since the Great Depression. Given the unprecedented shock to the economy, the U.S. government implemented record levels of fiscal stimulus to keep businesses open, people in their homes, and important services funded. Meanwhile, the Fed implemented the largest scale monetary stimulus on record, which provided ample liquidity to credit markets, businesses, and important infrastructure. The Fed has also lowered interest rates by 150 basis points to 0%, with the goal of helping the economy bounce back quickly.
U.S. equity markets roared back during the second quarter as fiscal and monetary measures convinced investors who had fled risk assets to re-enter. It also became clear that the economic and business impact of the coronavirus would not affect all companies similarly, and that there would be "haves" and "have-nots" in the aftermath.
Strong sentiment turned into exuberance as we approached year-end, and record-setting market performance in the fourth quarter was driven by news that effective COVID-19 vaccines were developed faster than expected. In addition, a more stable outlook associated with a victory by Joe Biden in the U.S. presidential election helped push record inflows into equities. This also created a sharp reversal among equity market leadership late in the year, and many lagging companies in sectors traditionally associated with value investing came roaring back. U.S. government action and corporate innovation appears to have bridged the pre-pandemic economy to what will be a new "normal" economic environment, with initial signs that the economy could fully rebound in 2021, despite the severe wave of COVID-19 in winter.
5
Victory Variable Insurance Funds
Victory RS Large Cap Alpha VIP Series (continued)
Managers' Commentary (continued)
How did Victory RS Large Cap Alpha VIP Series (the "Fund") perform during the reporting period?
The Fund seeks to provide long-term capital appreciation. The Fund returned -0.44% (Class A shares at net asset value) for the year ended December 31, 2020, underperforming the Russell 1000® Value Index (the "Index"), which returned 2.80% during the reporting period.
What strategies did you employ during the reporting period?
The Fund underperformed the Index despite strong stock selection in Communication Services and Information Technology sectors. Negative contributors to stock selection were in Financials and Utilities sectors, as company-specific bets were not rewarded in 2020. However, several of our Technology sectors and Communication Services sectors investments paid off in 2020. Euronet Worldwide and Broadridge, Inc. were significant positive contributors to performance. On the Communication Services side, Facebook, the social media company, as well as Alphabet, the internet search and online media company, performed extremely well. Two of the Fund's positions in the Financials sector in particular detracted from performance: Cincinnati Financial and CBOE Global Markets were negative contributors because of company-specific events. In the end, the Fund underperformed the Index in 2020.
The range of outcomes for 2021, while more optimistic, rests on the rollout and efficacy of recently approved vaccines to fight COVID-19. Volatility, economic activity, and the level of interest rates will be impacted by the level of success of the vaccines. In addition, the U.S. presidential election has resulted in a shift in power, which provides some uncertainty as to how policy decisions may impact the economy and markets.
Interest rates and mortgage rates continue near historically low levels, inflation is nonexistent, and the economy struggles while we await broad distribution of the vaccines. We remain very watchful of inflation, particularly as a result of the size and speed of the monetary and fiscal response to the pandemic. We continue to carefully monitor the corporate debt market, but in general, U.S. corporate balance sheets are in better shape with access to low-cost debt. The Fed has stepped in to provide liquidity to support risk assets, but there does remain some concern regarding insolvency for some businesses if the absolute level of economic activity remains weak.
Equity valuations are in the top decile compared to historical levels, in part due to depressed earnings from COVID-19, but also as a result of multiple expansion in the six largest mega-cap stocks in the S&P 500® Index. Excluding the six largest mega-cap stocks, valuations are more reasonable, particularly if compared to the 10-year U.S. Treasury yield. Recovery in aggregate earnings will be tempered, as certain industries such as hospitality, entertainment, banking, and travel will take longer to return to pre-COVID levels. However, equities continue to look attractive when compared to U.S. Treasurys and high-grade corporate bonds after the flight to safety rally during the crisis. In any case, we feel the values inherent in the portfolio should attract other investors and acquirers over time.
6
Victory Variable Insurance Funds
Victory RS Large Cap Alpha VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2020
| | Class I | | | | | |
INCEPTION DATE | | 4/13/83 | | | | | |
| | Net Asset Value | | Russell 1000® Value Index1 | | S&P 500® Index2 | |
One Year | | | -0.44 | % | | | 2.80 | % | | | 18.40 | % | |
Five Year | | | 8.98 | % | | | 9.74 | % | | | 15.22 | % | |
Ten Year | | | 9.64 | % | | | 10.50 | % | | | 13.88 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.
Victory RS Large Cap Alpha VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116166_bc004.jpg)
1The Russell 1000® Value Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 1000® Index (which consists of the 1,000 largest U.S. companies based on total market capitalization) with lower price-to-book ratios and lower forecasted growth values. Index results assume the reinvestment of dividends paid on stocks constituting the index. This index does not include the effect of sale charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.
2The S&P 500® Index is an unmanaged index comprised of 500 domestically traded common stocks, is weighted according to the market value of each common stock in the index, and includes reinvestment of dividends. This index does not include the effect of sale charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Past performance is not indicative of future results.
7
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | December 31, 2020 | |
(Unaudited)
Investment Objective & Portfolio Holdings:
Victory RS Large Cap Alpha VIP Series seeks to provide long-term capital appreciation.
Sector Allocation*:
December 31, 2020
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116166_bc005.jpg)
* Does not include futures, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
8
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | Schedule of Portfolio Investments December 31, 2020 | |
Security Description | | Shares | | Value | |
Common Stocks (99.4%) | |
Communication Services (5.4%): | |
Alphabet, Inc., Class A (a) | | | 15,115 | | | $ | 26,491,154 | | |
Facebook, Inc., Class A (a) | | | 80,150 | | | | 21,893,774 | | |
| | | 48,384,928 | | |
Consumer Discretionary (8.3%): | |
Dollar Tree, Inc. (a) | | | 223,380 | | | | 24,133,975 | | |
General Motors Co. | | | 256,200 | | | | 10,668,168 | | |
LKQ Corp. (a) | | | 607,990 | | | | 21,425,568 | | |
Magna International, Inc. | | | 251,690 | | | | 17,819,652 | | |
| | | 74,047,363 | | |
Consumer Staples (7.0%): | |
Keurig Dr Pepper, Inc. | | | 1,089,830 | | | | 34,874,560 | | |
Mondelez International, Inc., Class A | | | 483,210 | | | | 28,253,289 | | |
| | | 63,127,849 | | |
Energy (5.1%): | |
Enterprise Products Partners LP | | | 1,202,360 | | | | 23,554,233 | | |
Hess Corp. | | | 166,890 | | | | 8,810,123 | | |
Pioneer Natural Resources Co. | | | 118,680 | | | | 13,516,465 | | |
| | | 45,880,821 | | |
Financials (24.6%): | |
Aflac, Inc. | | | 307,190 | | | | 13,660,739 | | |
Bank of America Corp. | | | 783,210 | | | | 23,739,095 | | |
Cboe Global Markets, Inc. | | | 121,960 | | | | 11,356,915 | | |
Chubb Ltd. | | | 101,130 | | | | 15,565,930 | | |
Citigroup, Inc. | | | 381,140 | | | | 23,501,092 | | |
Discover Financial Services | | | 211,010 | | | | 19,102,735 | | |
Everest Re Group Ltd. | | | 38,070 | | | | 8,911,806 | | |
JPMorgan Chase & Co. | | | 202,940 | | | | 25,787,585 | | |
KeyCorp | | | 862,770 | | | | 14,158,056 | | |
RenaissanceRe Holdings Ltd. | | | 176,080 | | | | 29,197,586 | | |
U.S. Bancorp | | | 503,930 | | | | 23,478,099 | | |
Voya Financial, Inc. | | | 224,210 | | | | 13,185,790 | | |
| | | 221,645,428 | | |
Health Care (13.3%): | |
Cigna Corp. | | | 125,060 | | | | 26,034,991 | | |
Hill-Rom Holdings, Inc. | | | 178,540 | | | | 17,491,564 | | |
Humana, Inc. (b) | | | 45,180 | | | | 18,535,999 | | |
Johnson & Johnson | | | 80,300 | | | | 12,637,614 | | |
Medtronic PLC | | | 79,680 | | | | 9,333,715 | | |
Pfizer, Inc. | | | 194,910 | | | | 7,174,637 | | |
Quest Diagnostics, Inc. | | | 89,660 | | | | 10,684,782 | | |
UnitedHealth Group, Inc. | | | 49,355 | | | | 17,307,811 | | |
| | | 119,201,113 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Industrials (13.9%): | |
Dover Corp. | | | 80,570 | | | $ | 10,171,963 | | |
Eaton Corp. PLC | | | 151,240 | | | | 18,169,974 | | |
Johnson Controls International PLC | | | 368,000 | | | | 17,145,120 | | |
Parker-Hannifin Corp. | | | 66,430 | | | | 18,096,196 | | |
Raytheon Technologies Corp. | | | 197,391 | | | | 14,115,430 | | |
Sensata Technologies Holding PLC (a) | | | 281,840 | | | | 14,864,242 | | |
Union Pacific Corp. | | | 88,040 | | | | 18,331,689 | | |
United Rentals, Inc. (a) | | | 66,940 | | | | 15,524,055 | | |
| | | 126,418,669 | | |
Information Technology (8.6%): | |
Euronet Worldwide, Inc. (a) | | | 189,400 | | | | 27,447,848 | | |
FleetCor Technologies, Inc. (a) | | | 72,700 | | | | 19,834,741 | | |
Leidos Holdings, Inc. | | | 169,390 | | | | 17,806,277 | | |
Visa, Inc., Class A | | | 58,690 | | | | 12,837,264 | | |
| | | 77,926,130 | | |
Materials (3.7%): | |
Sealed Air Corp. | | | 720,980 | | | | 33,013,674 | | |
Real Estate (3.4%): | |
Host Hotels & Resorts, Inc. | | | 1,045,860 | | | | 15,300,932 | | |
National Retail Properties, Inc. (b) | | | 371,670 | | | | 15,208,736 | | |
| | | 30,509,668 | | |
Utilities (6.1%): | |
Exelon Corp. | | | 416,300 | | | | 17,576,186 | | |
FirstEnergy Corp. | | | 264,340 | | | | 8,091,447 | | |
Vistra Corp. | | | 1,529,370 | | | | 30,067,414 | | |
| | | 55,735,047 | | |
Total Common Stocks (Cost $724,246,211) | | | 895,890,690 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Collateral for Securities Loaned^ (2.2%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (c) | | | 341,052 | | | $ | 341,052 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (c) | | | 11,717,125 | | | | 11,717,125 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.04% (c) | | | 170,202 | | | | 170,202 | | |
JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c) | | | 1,357,135 | | | | 1,357,135 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.09% (c) | | | 6,101,946 | | | | 6,101,946 | | |
Total Collateral for Securities Loaned (Cost $19,687,460) | | | 19,687,460 | | |
Total Investments (Cost $743,933,671) — 101.6% | | | 915,578,150 | | |
Liabilities in excess of other assets — (1.6)% | | | (14,388,302 | ) | |
NET ASSETS — 100.00% | | $ | 901,189,848 | | |
^ Purchased with cash collateral from securities on loan.
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate disclosed is the daily yield on December 31, 2020.
LP — Limited Partnership
PLC — Public Limited Company
See notes to financial statements.
11
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2020 | |
| | Victory RS Large Cap Alpha VIP Series | |
ASSETS: | |
Investments, at value (Cost $743,933,671) | | $ | 915,578,150 | (a) | |
Cash and cash equivalents | | | 2,901,103 | | |
Receivables: | |
Interest and dividends | | | 619,696 | | |
Capital shares issued | | | 21,731 | | |
Investments sold | | | 25,125,915 | | |
From Adviser | | | 259,205 | | |
Prepaid expenses | | | 12,164 | | |
Total Assets | | | 944,517,964 | | |
LIABILITIES: | |
Payables: | |
Collateral received on loaned securities | | | 19,687,460 | | |
Investments purchased | | | 22,411,788 | | |
Capital shares redeemed | | | 626,580 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 377,379 | | |
Administration fees | | | 46,390 | | |
Custodian fees | | | 6,255 | | |
Transfer agent fees | | | 99,706 | | |
Compliance fees | | | 619 | | |
Trustees' fees | | | 72 | | |
Other accrued expenses | | | 71,867 | | |
Total Liabilities | | | 43,328,116 | | |
NET ASSETS: | |
Capital | | | 726,540,024 | | |
Total accumulated earnings/(loss) | | | 174,649,824 | | |
Net Assets | | $ | 901,189,848 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 20,257,747 | | |
Net asset value: | | $ | 44.49 | | |
(a) Includes $19,486,148 of securities on loan.
See notes to financial statements.
12
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2020 | |
| | Victory RS Large Cap Alpha VIP Series | |
Investment Income: | |
Dividends | | $ | 16,434,866 | | |
Interest | | | 128,879 | | |
Securities lending (net of fees) | | | 21,049 | | |
Foreign tax withholding | | | (52,060 | ) | |
Total Income | | | 16,532,734 | | |
Expenses: | |
Investment advisory fees | | | 4,096,645 | | |
Administration fees | | | 497,922 | | |
Sub-Administration fees | | | 11,250 | | |
Custodian fees | | | 38,331 | | |
Transfer agent fees | | | 1,117,372 | | |
Trustees' fees | | | 68,091 | | |
Compliance fees | | | 7,188 | | |
Legal and audit fees | | | 94,553 | | |
Other expenses | | | 116,252 | | |
Total Expenses | | | 6,047,604 | | |
Expenses waived/reimbursed by Adviser | | | (1,542,248 | ) | |
Net Expenses | | | 4,505,356 | | |
Net Investment Income (Loss) | | | 12,027,378 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities and foreign currency translations | | | (12,788,108 | ) | |
Net change in unrealized appreciation/depreciation on investment securities | | | (6,154,345 | ) | |
Net realized/unrealized gains (losses) on investments | | | (18,942,453 | ) | |
Change in net assets resulting from operations | | $ | (6,915,075 | ) | |
See notes to financial statements.
13
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS Large Cap Alpha VIP Series | |
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 12,027,378 | | | $ | 12,784,675 | | |
Net realized gains (losses) from investments | | | (12,788,108 | ) | | | 55,134,556 | | |
Net change in unrealized appreciation/depreciation on investments | | | (6,154,345 | ) | | | 181,336,352 | | |
Change in net assets resulting from operations | | | (6,915,075 | ) | | | 249,255,583 | | |
Change in net assets resulting from distributions to shareholders | | | (66,563,701 | ) | | | (147,135,028 | ) | |
Change in net assets resulting from capital transactions | | | 15,973,696 | | | | 9,584,172 | | |
Change in net assets | | | (57,505,080 | ) | | | 111,704,727 | | |
Net Assets: | |
Beginning of period | | | 958,694,928 | | | | 846,990,201 | | |
End of period | | $ | 901,189,848 | | | $ | 958,694,928 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 47,198,944 | | | $ | 4,367,525 | | |
Distributions reinvested | | | 66,563,701 | | | | 147,135,028 | | |
Cost of shares redeemed | | | (97,788,949 | ) | | | (141,918,381 | ) | |
Change in net assets resulting from capital transactions | | $ | 15,973,696 | | | $ | 9,584,172 | | |
Share Transactions: | |
Issued | | | 1,205,003 | | | | 85,475 | | |
Reinvested | | | 1,510,096 | | | | 3,050,512 | | |
Redeemed | | | (2,316,973 | ) | | | (2,771,086 | ) | |
Change in Shares | | | 398,126 | | | | 364,901 | | |
See notes to financial statements.
14
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15
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | | | Investment Activities | | Distributions to Shareholder From | |
| | Net Asset Value, Beginning of Period | | Net Investment Income (Loss)(a) | | Net Realized and Unrealized Gains (Losses) on Investments | | Total from Investment Activities | | Net Investment Income | | Net Realized Gains From Investments | | Total Distributions | |
Victory RS Large Cap Alpha VIP Series | |
Year Ended 12/31/20 | | $ | 48.27 | | | | 0.62 | | | | (0.90 | ) | | | (0.28 | ) | | | (0.56 | ) | | | (2.94 | ) | | | (3.50 | ) | |
Year Ended 12/31/19 | | $ | 43.45 | | | | 0.70 | | | | 12.75 | | | | 13.45 | | | | (0.48 | ) | | | (8.15 | ) | | | (8.63 | ) | |
Year Ended 12/31/18 | | $ | 54.01 | | | | 0.60 | | | | (5.44 | ) | | | (4.84 | ) | | | (0.02 | ) | | | (5.70 | ) | | | (5.72 | ) | |
Year Ended 12/31/17 | | $ | 45.98 | | | | 0.51 | | | | 8.07 | | | | 8.58 | | | | (0.55 | ) | | | — | | | | (0.55 | ) | |
Year Ended 12/31/16 | | $ | 44.26 | | | | 0.50 | | | | 3.50 | | | | 4.00 | | | | (0.52 | ) | | | (1.76 | ) | | | (2.28 | ) | |
(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) Amount is less than $0.005 per share.
(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)
See notes to financial statements.
16
Victory Variable Insurance Funds | | Financial Highlights — continued | |
For a Share Outstanding Throughout Each Period
| | | | Ratios to Average Net Assets | | Supplemental Data | |
| | Capital Contribution from Prior Custodian, Net (See Note 8) | | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory RS Large Cap Alpha VIP Series | |
Year Ended 12/31/20 | | | — | | | $ | 44.49 | | | | (0.44 | )% | | | 0.55 | % | | | 1.47 | % | | | 0.74 | % | | $ | 901,190 | | | | 101 | % | |
Year Ended 12/31/19 | | | — | | | $ | 48.27 | | | | 31.16 | % | | | 0.55 | % | | | 1.37 | % | | | 0.73 | % | | $ | 958,695 | | | | 50 | % | |
Year Ended 12/31/18 | | | — | | | $ | 43.45 | | | | (9.00 | )% | | | 0.55 | % | | | 1.10 | % | | | 0.62 | % | | $ | 846,990 | | | | 60 | % | |
Year Ended 12/31/17 | | | — | | | $ | 54.01 | | | | 18.67 | % | | | 0.55 | % | | | 1.02 | % | | | 0.60 | % | | $ | 1,060,740 | | | | 56 | % | |
Year Ended 12/31/16 | | | — | (c) | | $ | 45.98 | | | | 9.03 | %(d) | | | 0.54 | % | | | 1.12 | % | | | 0.54 | % | | $ | 1,020,600 | | | | 84 | % | |
See notes to financial statements.
17
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2020 | |
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 investment company. The Trust is comprised of eight 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. Victory RS Large Cap Alpha VIP Series (the "Fund"), a series of the Trust, offers a single class of shares: Class I Shares. The Fund's shares are only available for purchase by certain separate accounts of insurance companies as investments for certain variable annuity plans and variable life insurance contracts issued by those insurance companies. The accompanying financial statements are those of the Fund.
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 Generally Accepted Accounting Principles 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 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.
18
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
Investments in open-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Trust's Board of Trustees (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.
A summary of the valuations as of December 31, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments.
| | LEVEL 1 | | LEVEL 2 | | LEVEL 3 | | Total | |
Common Stocks | | $ | 895,890,690 | | | $ | — | | | $ | — | | | $ | 895,890,690 | | |
Collateral for Securities Loaned | | | 19,687,460 | | | | — | | | | — | | | | 19,687,460 | | |
Total | | $ | 915,578,150 | | | $ | — | | | $ | — | | | $ | 915,578,150 | | |
For the year ended December 31, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.
Investment Companies:
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 determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted on the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays the Agent various fees in connection with the
19
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering their 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 which are subject to offset under the MSLA as of December 31, 2020. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.
Gross Amount of Recognized Assets (Value of | | Value of Cash | | Value of Non-cash Collateral Received by Maturity | | | |
Securities on Loan) | | Collateral Received* | | <30 Days | | Between 30 & 90 days | | >90 Days | | Net Amount | |
$ | 19,486,148 | | | $ | 19,486,148 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Fund is disclosed on the 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 years, which includes the current fiscal tax year end). 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 in the Trust, or jointly with an affiliated trust, are allocated among the 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 year ended December 31, 2020, were as follows:
| | Excluding U.S. Government Securities | |
| | Purchases | | Sales | |
| | | | $ | 808,965,339 | | | $ | 815,578,764 | | |
For the year ended December 31, 2020, there were no purchases or sales of U.S. Government Securities.
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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. Amounts incurred and paid to VCM for the year ended December 31, 2020, are reflected on the Statement of Operations as Investment advisory fees.
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 the Administration, Servicing 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 "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Administration fees.
Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to the 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 out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Sub-Administration fees.
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Custodian fees.
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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Transfer agent fees.
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 aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Compliance fees.
Sidley Austin LLP provides legal services to the Trust.
Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses 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 limits. As of December 31, 2020, the expense limit (excluding voluntary waivers) is 0.55%.
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the year, if any, are reflected on the Statement of Operations as Recoupment of prior expenses waived/reimbursed by Adviser. As of December 31, 2020, the following amounts are available to be repaid to the Adviser. The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at December 31, 2020.
Expires December 31, 2021 | | Expires December 31, 2022 | | Expires December 31, 2023 | | Total | |
$ | 690,695 | | | $ | 1,698,805 | | | $ | 1,542,248 | | | $ | 3,931,748 | | |
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 year ended December 31, 2020.
Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, Custodian, Distributor, and Legal Counsel.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company's earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fire and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Limited Portfolio Risk — To the extent the Fund invests its assets in a more limited number of issuers than many other mutual funds, a decline in the market value of a particular security may affect the Fund's value more than if the Fund invested in a larger number of issuers.
Geopolitical/Natural Disaster Risk — An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.
6. Borrowing and Interfund Lending:
Line of Credit:
For the year ended December 31, 2020, the Victory Funds Complex and USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex and USAA Mutual Funds Complex, combined, may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund (herein, the "Fund"), another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended December 31, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Line of credit fees.
The Fund did not utilize the Line of Credit during the year ended December 31, 2020.
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, that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending.
The Fund did not utilize the Facility during the year ended December 31, 2020.
7. Federal Income Tax Information:
Dividends from net investment income, if any, are declared and paid annually 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 (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distributions reclassification), 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.
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
As of December 31, 2020, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:
| | Total Accumulated Earnings/(Loss) | | Capital | |
| | | | $ | 4,635 | | | $ | (4,635 | ) | |
The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
| | Distributions paid from | | | | Distributions paid from | | | |
| | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
| | | | $ | 11,160,516 | | | $ | 55,403,185 | | | $ | 66,563,701 | | | $ | 9,475,017 | | | $ | 137,660,011 | | | $ | 147,135,028 | | |
As of December 31, 2020, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Accumulated Earnings | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 12,039,804 | | | $ | 12,039,804 | | | $ | (3,341,148 | ) | | $ | 165,951,168 | | | $ | 174,649,824 | | |
* The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales and partnership investments.
As of December 31, 2020, the Fund had short-term capital loss carryforwards of $3,341,148.
As of December 31, 2020, 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) | |
$ | 749,626,982 | | | $ | 185,423,957 | | | $ | (19,472,789 | ) | | $ | 165,951,168 | | |
8. Capital Contribution from Prior Custodian:
During 2016, the Fund received notification from the Fund's prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to 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 activities in question, 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.
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 December 31, 2020, the shareholder listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund. Shareholders of record may hold Fund shares for the benefit of their customers.
Shareholder | | Percent | |
GIAC* | | | 99.9 | %* | |
* The Guardian Insurance & Annuity Company, Inc. ("GIAC") is a wholly owned subsidiary of The Guardian Life Insurance Company of America. The amount represents indirect interests of variable annuity contract holders or variable life policyholders.
25
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory RS Large Cap Alpha VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2020, the related statement of operations for the year then ended and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116166_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2021
26
Victory Variable Insurance Funds | | Supplemental Information December 31, 2020 | |
(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 nine Trustees, eight 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 date of birth, 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 eight portfolios in the Trust, 42 portfolios in Victory Portfolios and 27 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. David C. Brown is a Trustee of USAA Mutual Funds Trust and oversees 46 portfolios of the USAA Mutual Funds Trust. 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 Date of Birth | | 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, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D.T. Andrews, Born April 1947 | | 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). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015). | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
27
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | 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. | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | 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, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | Trustee, USAA Mutual Funds Trust. | |
* The Board has designated Mr. Meyer and Ms. Beard as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
28
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, 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 Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | 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, Born March 1984 | | 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 Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, Born April 1960 | | 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, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
29
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Proxy Voting and Portfolio Holdings Information
Proxy Voting:
Information regarding the policies and procedures 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 quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's web site at www.sec.gov.
Expense Example
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 July 1, 2020, through December 31, 2020.
The Actual Expense figures in the table below provide 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 "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
The Hypothetical Expense figures in the table below provide 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 shareholder reports of other funds.
Please note 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 7/1/2020 | | Actual Ending Account Value 12/31/2020 | | Hypothetical Ending Account Value 12/31/2020 | | Actual Expenses Paid During Period 7/1/20-12/31/20* | | Hypothetical Expenses Paid During Period 7/1/20-12/31/20* | | Annualized Expense Ratio During Period 7/1/20-12/31/20 | |
$ | 1,000.00 | | | $ | 1,226.50 | | | $ | 1,022.37 | | | $ | 3.08 | | | $ | 2.80 | | | | 0.55 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/366 (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 December 31, 2020 | |
(Unaudited)
Additional Federal Income Tax Information
For the year ended December 31, 2020, the Fund paid qualified dividend income for the purposes of reduced individual federal income tax rates of 100%.
Dividends qualified for corporate dividends received deductions of 100%.
For the year ended December 31, 2020, the Fund designated long-term capital gain distributions in the amount of $55,403,185.
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Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on December 2, 2020. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at a meeting on October 27, 2020, called for the purpose of reviewing the Agreement. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund, which also serves as independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by an independent consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows;
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. In addition, the Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by an independent consultant and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of the Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The
32
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Board also reviewed any changes to the independent consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which are generally viewed as a method by which an investment adviser shares any economies of scale with a fund as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below, and would consider breakpoints at a future time if the Fund's assets were to grow significantly.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus. The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for all of the periods reviewed, with the exception of the three-year period, and underperformed the peer group median for all of the periods reviewed. The Board brought the Fund's underperformance to management's attention and discussed with the Adviser any steps that had been or could be taken to enhance performance in the future.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
33
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
34
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-AR (12/20)
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December 31, 2020
Annual Report
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series
Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail from the insurance company that issued your variable annuity and variable life insurance contract, unless you specifically request paper copies of the reports from your insurance company. Instead, the reports will be made available on www.victoryfunds.com. The insurance company that offers your contract may also make these reports available on a website, and such insurance company will notify you by mail each time a report is posted and provide you with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company electronically by following the instructions provided by the insurance company.
If offered by your insurance company, you may elect to receive all future reports in paper and free of charge from the insurance company. You can inform your insurance company that you wish to continue receiving paper copies of your reports. Your election to receive reports in paper will apply to all funds available under your contract.
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
Shareholder Letter (Unaudited) | | | 3 | | |
Managers' Commentary (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 9 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 10 | | |
Schedule of Portfolio Investments | | | 11 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 15 | | |
Statement of Operations | | | 16 | | |
Statements of Changes in Net Assets | | | 17 | | |
Financial Highlights | | | 18 | | |
Notes to Financial Statements | | | 20 | | |
Report of Independent Registered Public Accounting Firm | | | 28 | | |
Supplemental Information (Unaudited) | |
Trustees' and Officers' Information | | | 29 | | |
Proxy Voting and Portfolio Holdings Information | | | 32 | | |
Expense Example | | | 32 | | |
Additional Federal Income Tax Information | | | 33 | | |
Advisory Contract Renewal | | | 34 | | |
Privacy Policy (inside back cover) | | | |
The Fund is distributed by Victory Capital Services, 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 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
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2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
When we look back on 2020, we will undoubtedly remember it as an extraordinary year. A year ago, no one could have imagined the unusual events that would challenge us personally, professionally, and collectively as a nation. But in retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.
The year began with rudimentary worries, such as economic growth rates, trade deals, and interest rates. But a novel coronavirus and the subsequent worldwide spread of COVID-19 became an unprecedented event. To combat the pandemic, governments everywhere issued austere shelter-in-place orders, and the global economy slowed markedly. Equity markets sold off sharply in March and April, and second quarter U.S. GDP contracted by an alarming annual rate of 31.4%.
It's no surprise that so many investors flocked to the perceived safety of U.S. Treasurys. Meanwhile, liquidity evaporated (for a short spell) in many other segments of the fixed income market, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.
A response, however, came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action — cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).
It was impressive how quickly those actions helped end the stock market's freefall and restore order across much of the fixed-income universe. The rebound was almost as robust as the drawdown, and third-quarter GDP (the most recent finalized data available) grew at a 33.4% annualized rate.
Late in the year, markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter when it became clear the United States Congress would provide another dose of fiscal stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.
Through all the unprecedented events and extreme volatility, the S&P 500® Index registered an impressive annual return of 18.40% for the 12-month period ended December 31, 2020. Meanwhile, the yield on 10-year U.S. Treasurys declined 95 basis points over the same period, reflecting both the Fed's interest rate cuts and its pledge to keep rates low longer. The yield on 10-Year U.S. Treasurys was 0.93% as of December 31, 2020.
While markets endured and performed admirably during 2020, perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to
3
remain focused on your long-term investment goals and avoid making emotional decisions. Moreover, we continue to have confidence in all of Victory Capital's autonomous Investment Franchises and their ability to navigate the ups and downs.
On the following pages, you will find information relating to your Victory Funds investment. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863, or visit our website at www.vcm.com.
My colleagues and I sincerely appreciate the confidence you have placed in the Victory Funds, and we value the opportunity to help meet your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116167_ba003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series
Managers' Commentary
(Unaudited)
What were the market conditions during the reporting period?
U.S. equity markets delivered solid performance across styles in 2020, as the S&P 500® Index delivered its 11th year of positive returns in the last 12 years. U.S. stocks continued to perform well following a strong 2019, driven by a resilient U.S. economy following what was effectively a global economic shutdown in the first quarter and renewed risk-taking among investors, supported by record fiscal stimulus and highly accommodative monetary policy.
After a solid start to the 2020 calendar year in January, U.S. equity markets moved abruptly lower as worst-case fears of SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2) — the virus responsible for COVID-19 (coronavirus disease 2019) — became a reality. While investors started to show concern regarding the potential impact of the virus in February, with the broad Russell 3000® Index declining 8.19%, investors fled risk assets in March en masse as the virus hit home in the United States and the broad index declined another 13.75%. This panic pushed investors to shift away from risk assets and caused credit markets to seize up, while volatility, as measured by the CBOE Market Volatility Index, hit an all-time record high.
The U.S. Federal Reserve (the "Fed") subsequently adjusted forecasts for second quarter economic output to contract by levels not seen since the Great Depression. Given the unprecedented impact to short-term economic growth, the U.S. government implemented record levels of fiscal stimulus to keep businesses open, people in their homes, and important services funded. Meanwhile, the Fed implemented the largest scale monetary stimulus on record, which provided ample liquidity to credit markets, businesses, and important infrastructure. The Fed also lowered interest rates by 150 basis points to 0%, with the goal of helping the economy bounce back quickly.
U.S. equity markets roared back during the second quarter as fiscal and monetary measures convinced investors who had fled risk assets to re-enter. It also became clear that the economic and business impact of the coronavirus would not affect all companies similarly and that there would be "haves" and "have-nots" in the aftermath. While all U.S. equity styles performed well, the disparity between innovative growth and legacy value companies became increasingly pronounced before rising markets took a breather in September.
Strong sentiment turned into exuberance as we approached year-end, and record-setting market performance in the fourth quarter was driven by news that effective COVID-19 vaccines were developed faster than expected. In addition, a more stable outlook associated with a victory by Joe Biden in the U.S. presidential election helped push record inflows into equities. This also created a sharp reversal among equity market leadership late in the year, and many lagging companies in sectors traditionally associated with value investing came roaring back. U.S. government action and corporate innovation appears to have bridged the pre-pandemic economy to what will be a new "normal" economic environment, with initial signs that the economy could fully rebound in 2021, despite the prospect of a severe wave of COVID-19 in winter.
5
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series (continued)
Managers' Commentary (continued)
For the year, U.S. stocks performed well across market caps, with large-cap stocks slightly outperforming small- and mid-cap stocks during the year, as measured by the Russell family of indices, while growth-oriented investments sharply outperformed value as investors favored the strong fundamentals and execution of growth companies. Growth stocks as measured by the Russell 3000® Growth Index have now outperformed value stocks as measured by the Russell 3000® Value Index over 1, 3, 5, 10, 15, and even 30 years.
How did Victory RS Small Cap Growth Equity VIP Series (the "Fund") perform during the reporting period?
The Fund seeks to provide long-term capital appreciation. The Fund returned 38.06% for the year ended December 31, 2020, outperforming the Russell 2000® Growth Index, which returned 34.63% during the reporting period.
What strategies did you employ during the reporting period?
The Fund seeks long-term capital growth by investing primarily in small-cap companies that we believe have the potential to produce sustainable earnings growth over a multi-year horizon. The Fund outperformed due to outsized outperformance in the Technology, Health Care, and Producer Durables sectors. Stock selection in Financial Services and Consumer Discretionary sectors offset some of the Fund's positive relative performance.
Within the Technology sector, contributors included Bandwidth Inc. ("Bandwidth"), a strong contributor to performance in 2020. Bandwidth is a communications platform-as-a-service solution focused on communications for enterprises. Some popular applications that use Bandwidth on the market today include Google, Skype and RingCentral. The software allows businesses to easily enhance their products and services with advanced text and voice capabilities offering enterprises end-to-end communications. We owned shares of Bandwidth given its large and growing market that we felt was still in the early days, as well as its best-in-class nationwide all-IP network that provides a unique competitive moat in the communications platform market. The stock performed exceptionally well in the calendar year given strong execution and the unexpected tailwind the work-from-home environment provided for their customer base, including Zoom and Webex.
Another top contributor within Technology was Wix.com ("Wix"), a developer and marketer of a cloud-based platform that enables anyone to create a website or web application. Wix showed its resilience to COVID-19 at the beginning of the year as it reported a solid first quarter with collections and revenue up 24% year-over-year, in line with prior guidance. At the time, they did highlight a few negative trends due to the virus, including a slight increase in cancellations, but those trends reversed sharply for the remainder of the year as the demand for the company's tools accelerated the migration of small businesses to having an online presence by years, as well as producing a spike in new online business formation following a rise in unemployment. We believe the tailwind from this trend will continue.
Health Care sector holding Fate Therapeutics ("Fate") was another strong contributor in 2020. Fate is a biotechnology company that engages in the development of programmed cellular immunotherapies for cancer and immune disorders. We own shares of Fate given
6
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series (continued)
Managers' Commentary (continued)
the view that it has the most disruptive technology in the cell therapy space and the best opportunity to achieve a true off-the-shelf therapeutic with drug-like properties in line with broadly used antibody therapeutics. The stock performed exceptionally well during the year, driven in part by strong Phase 1 data for their FT516 in combination with rituximab for patients with relapsed / refractory B-cell lymphoma that showed responses to the treatment and suggests there may be a clinical benefit allowing the body's cells to recognize, bind, and kill antibody-coated cancer cells.
Within the Financial Services sector, a material driver of underperformance was holding EVO Payments Inc. ("EVO"). EVO is a global merchant acquirer and payment processor with exclusive global financial institution referral partnerships. We initially purchased EVO given the long-term secular tailwinds supporting their business given the shift toward electronic payments, while exclusive bank partnerships present a significant moat and efficient customer acquisition strategy given these relationships extend multiple years. The stock struggled during the year as investors became concerned with the ability of the company to service its debt should the impact of the coronavirus be more prolonged than expected. The company reacted to these concerns by raising $150 million in perpetual convertible notes to pay down its debt, which we believed would allow investors to focus on the strong long-term fundamentals.
Within the Health Care sector, the largest detractor to performance was biotechnology holding bluebird bio, Inc. ("bluebird"). bluebird is a biotechnology company that uses an HIV-1 virus, lentivirus, as a means to modify genes and correct a patient's abnormal stem cells. Late in 2019, bluebird shared strong results in a number of trials, including their phase 2 registrational study of the treatment of late-stage relapsed multiple myeloma, which provided us with confidence that the company may only be at the early stage of their potential. Unfortunately, bluebird underwhelmed at the start of the year given expectations that the COVID-19 pandemic will shift the timing of enrollment and completion of a number of their other clinical studies primarily designed to expand the market opportunity once products are approved. The stock struggled to regain the confidence of investors as the company shared that their market expansion studies will be delayed or in some cases halted, though we believe these actions will reduce their cash burn and that the net impact to bluebird will be less than the impact to competitors that do not have pivotal trials that are already fully enrolled, which we feel will widen first mover advantages over competition.
Within the Consumer Discretionary sector, a material driver of relative underperformance was within Consumer Services, driven in part by Education holding Strategic Education, Inc. ("Strategic Education"). Strategic Education is an education company that offers its programs both online and on-site, with 74 campuses across 16 states and the District of Columbia, with 83% of program seats online. We purchased shares of the company given the company's new campus growth, technology, and favorable regulatory environment. The company was under pressure given weaker than expected earnings as well as reduced guidance, given the sensitivity of their undergraduate population to employment rates. We continue to hold the position given favorable longer-term trends for online education, and the uptick in
7
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series (continued)
Managers' Commentary (continued)
inquiries, visits, and information requests given the shifting value proposal of their offering relative to traditional campuses.
Given the outsized impact of the virus globally, we believe investors should continue to expect all companies to feel some level of direct and secondary economic effects and markets to experience higher levels of volatility despite the outsized market performance to close out the year. As a result, we feel there will continue to be an abundance of opportunities across sectors in coming quarters and years as the economy transitions and new companies take leadership positions. We do not have a clear view or projection as to how large or prolonged the impact from the coronavirus (both direct and indirect) will be, given the uncertainty regarding its continued spread, economic impact, politicization, the potential scale of incremental fiscal and monetary stimulus not yet announced, or even the potential transformation of industries and consumer and social norms, but we believe there are clear pockets of the economy that remain better positioned than others given the ability of workers to remain productive (remotely or on-site) and end-customer demand to remain steady irrespective of the forward economic environment.
In this specific environment, we will focus further on companies with flexible business models that offer innovative products and services that will take market share from legacy companies that will be more strained by the challenging economic conditions. Specifically, our "farm team" approach identifies and monitors premier companies within each relative index, but then waits for a favorable price. This should allow us to upgrade the portfolio to our very best ideas as relative valuations shift, as it is rare that we can own our full "wish list" roster of companies. We are confident that our process will allow us to take advantage of this dynamic environment.
8
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2020
| | | Class I | | | | | | |
INCEPTION DATE | | | 5/1/97 | | | | | | |
| | Net Asset Value | | Russell 2000® Growth Index1 | | Russell 2000® Index2 | |
One Year | | | 38.06 | % | | | 34.63 | % | | | 19.96 | % | |
Five Year | | | 19.77 | % | | | 16.36 | % | | | 13.26 | % | |
Ten Year | | | 16.55 | % | | | 13.48 | % | | | 11.20 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.
Victory RS Small Cap Growth Equity VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116167_bc004.jpg)
1The Russell 2000® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000® Index with higher price-to-book ratios and higher forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the index. This index does not include the effect of sale charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.
2The Russell 2000® Index is an unmanaged market-capitalization-weighted index that measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which consists of the 3,000 largest U.S. companies based on total market capitalization. Index results assume the reinvestment of dividends paid on the stocks constituting the index. This index does not include the effect of sale charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Past performance is not indicative of future results.
9
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | December 31, 2020 | |
(Unaudited)
Investment Objective & Portfolio Holdings:
Victory RS Small Cap Growth Equity VIP Series seeks to provide long-term capital growth.
Sector Allocation*:
December 31, 2020
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116167_bc005.jpg)
* Does not include futures, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
10
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments December 31, 2020 | |
Security Description | | Shares | | Value | |
Common Stocks (96.5%) | |
Biotechnology (20.8%): | |
Allogene Therapeutics, Inc. (a) (b) | | | 25,790 | | | $ | 650,940 | | |
Amicus Therapeutics, Inc. (a) | | | 76,939 | | | | 1,776,522 | | |
Apellis Pharmaceuticals, Inc. (a) | | | 35,210 | | | | 2,014,011 | | |
Arcus Biosciences, Inc. (a) | | | 28,190 | | | | 731,812 | | |
Arena Pharmaceuticals, Inc. (a) | | | 12,610 | | | | 968,826 | | |
Ascendis Pharma A/S, ADR (a) | | | 6,060 | | | | 1,010,687 | | |
Avidity Biosciences, Inc. (a) (b) | | | 20,050 | | | | 511,676 | | |
Bioxcel Therapeutics, Inc. (a) (b) | | | 16,630 | | | | 768,306 | | |
bluebird bio, Inc. (a) | | | 19,152 | | | | 828,707 | | |
Blueprint Medicines Corp. (a) (b) | | | 11,896 | | | | 1,334,136 | | |
Celyad SA, ADR (a) | | | 18,160 | | | | 141,648 | | |
Constellation Pharmaceuticals, Inc. (a) (b) | | | 28,570 | | | | 822,816 | | |
CytomX Therapeutics, Inc. (a) | | | 57,580 | | | | 377,149 | | |
Epizyme, Inc. (a) | | | 62,300 | | | | 676,578 | | |
Equillium, Inc. (a) | | | 51,717 | | | | 276,686 | | |
Fate Therapeutics, Inc. (a) | | | 31,220 | | | | 2,838,834 | | |
Five Prime Therapeutics, Inc. (a) | | | 20,820 | | | | 354,148 | | |
Generation Bio Co. (a) (b) | | | 17,250 | | | | 489,038 | | |
Invitae Corp. (a) (b) | | | 26,770 | | | | 1,119,254 | | |
Iovance Biotherapeutics, Inc. (a) | | | 32,184 | | | | 1,493,338 | | |
Kura Oncology, Inc. (a) | | | 37,280 | | | | 1,217,565 | | |
Mirati Therapeutics, Inc. (a) | | | 7,570 | | | | 1,662,675 | | |
Myovant Sciences Ltd. (a) | | | 43,193 | | | | 1,192,991 | | |
Opthea Ltd., ADR (a) | | | 35,380 | | | | 401,917 | | |
ORIC Pharmaceuticals, Inc. (a) | | | 27,300 | | | | 924,105 | | |
Replimune Group, Inc. (a) | | | 23,290 | | | | 888,514 | | |
Sage Therapeutics, Inc. (a) | | | 11,800 | | | | 1,020,818 | | |
SpringWorks Therapeutics, Inc. (a) | | | 14,680 | | | | 1,064,594 | | |
Turning Point Therapeutics, Inc. (a) | | | 970 | | | | 118,195 | | |
Twist Bioscience Corp. (a) | | | 13,130 | | | | 1,855,138 | | |
| | | 29,531,624 | | |
Communication Services (4.1%): | |
Bandwidth, Inc., Class A (a) (b) | | | 25,600 | | | | 3,933,952 | | |
EverQuote, Inc., Class A (a) (b) | | | 21,680 | | | | 809,748 | | |
Vonage Holdings Corp. (a) | | | 86,086 | | | | 1,108,357 | | |
| | | 5,852,057 | | |
Communications Equipment (1.0%): | |
Viavi Solutions, Inc. (a) | | | 92,760 | | | | 1,389,081 | | |
Consumer Discretionary (8.4%): | |
Arco Platform Ltd., Class A (a) (b) | | | 40,540 | | | | 1,438,765 | | |
Brinker International, Inc. | | | 12,970 | | | | 733,713 | | |
Canada Goose Holdings, Inc. (a) | | | 21,860 | | | | 650,772 | | |
Churchill Downs, Inc. | | | 9,370 | | | | 1,825,182 | | |
Fox Factory Holding Corp. (a) | | | 11,380 | | | | 1,202,980 | | |
Lithia Motors, Inc., Class A | | | 4,520 | | | | 1,322,868 | | |
Meritage Homes Corp. (a) | | | 10,310 | | | | 853,874 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Ollie's Bargain Outlet Holdings, Inc. (a) (b) | | | 9,530 | | | $ | 779,268 | | |
Skyline Champion Corp. (a) | | | 22,130 | | | | 684,702 | | |
Wingstop, Inc. | | | 5,630 | | | | 746,257 | | |
YETI Holdings, Inc. (a) | | | 26,240 | | | | 1,796,653 | | |
| | | 12,035,034 | | |
Consumer Staples (6.4%): | |
BellRing Brands, Inc., Class A (a) | | | 66,410 | | | | 1,614,427 | | |
BJ's Wholesale Club Holdings, Inc. (a) | | | 38,880 | | | | 1,449,446 | | |
elf Beauty, Inc. (a) | | | 80,870 | | | | 2,037,115 | | |
Freshpet, Inc. (a) | | | 19,310 | | | | 2,741,827 | | |
Hostess Brands, Inc. (a) (b) | | | 89,180 | | | | 1,305,595 | | |
| | | 9,148,410 | | |
Electronic Equipment, Instruments & Components (1.0%): | |
Itron, Inc. (a) | | | 14,930 | | | | 1,431,787 | | |
Financials (3.9%): | |
Green Dot Corp., Class A (a) | | | 16,010 | | | | 893,358 | | |
LendingTree, Inc. (a) | | | 1,990 | | | | 544,842 | | |
PRA Group, Inc. (a) | | | 46,390 | | | | 1,839,827 | | |
Walker & Dunlop, Inc. | | | 25,730 | | | | 2,367,675 | | |
| | | 5,645,702 | | |
Health Care Equipment & Supplies (4.8%): | |
CryoPort, Inc. (a) (b) | | | 18,480 | | | | 810,902 | | |
Eargo, Inc. (a) (b) | | | 9,410 | | | | 421,756 | | |
iRhythm Technologies, Inc. (a) (b) | | | 6,700 | | | | 1,589,307 | | |
Nevro Corp. (a) (b) | | | 10,870 | | | | 1,881,598 | | |
Silk Road Medical, Inc. (a) (b) | | | 20,490 | | | | 1,290,460 | | |
SmileDirectClub, Inc. (a) (b) | | | 69,670 | | | | 831,860 | | |
| | | 6,825,883 | | |
Health Care Providers & Services (2.9%): | |
Hanger, Inc. (a) | | | 29,680 | | | | 652,663 | | |
HealthEquity, Inc. (a) | | | 16,640 | | | | 1,159,974 | | |
LHC Group, Inc. (a) | | | 11,040 | | | | 2,355,053 | | |
| | | 4,167,690 | | |
Health Care Technology (2.3%): | |
Health Catalyst, Inc. (a) (b) | | | 30,226 | | | | 1,315,738 | | |
Inspire Medical System, Inc. (a) | | | 10,180 | | | | 1,914,756 | | |
| | | 3,230,494 | | |
Industrials (14.8%): | |
Advanced Drainage Systems, Inc. | | | 27,200 | | | | 2,273,376 | | |
Builders FirstSource, Inc. (a) | | | 28,830 | | | | 1,176,552 | | |
Chart Industries, Inc. (a) | | | 10,910 | | | | 1,285,089 | | |
ESCO Technologies, Inc. | | | 7,930 | | | | 818,535 | | |
Evoqua Water Technologies Corp. (a) | | | 64,770 | | | | 1,747,494 | | |
FTI Consulting, Inc. (a) | | | 13,170 | | | | 1,471,352 | | |
Kornit Digital Ltd. (a) | | | 11,520 | | | | 1,026,778 | | |
Mercury Systems, Inc. (a) | | | 26,080 | | | | 2,296,605 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Plug Power, Inc. (a) | | | 41,530 | | | $ | 1,408,282 | | |
Saia, Inc. (a) | | | 10,060 | | | | 1,818,848 | | |
Simpson Manufacturing Co., Inc. | | | 19,420 | | | | 1,814,799 | | |
SiteOne Landscape Supply, Inc. (a) | | | 13,710 | | | | 2,174,817 | | |
Sunrun, Inc. (a) | | | 9,860 | | | | 684,087 | | |
Watts Water Technologies, Inc., Class A | | | 9,180 | | | | 1,117,206 | | |
| | | 21,113,820 | | |
IT Services (6.3%): | |
Evo Payments, Inc., Class A (a) | | | 23,740 | | | | 641,217 | | |
LiveRamp Holdings, Inc. (a) | | | 26,370 | | | | 1,930,021 | | |
Repay Holdings Corp. (a) | | | 46,420 | | | | 1,264,945 | | |
Shift4 Payments, Inc., Class A (a) | | | 17,510 | | | | 1,320,254 | | |
Wix.com Ltd. (a) | | | 9,600 | | | | 2,399,616 | | |
WNS Holdings Ltd., ADR (a) | | | 18,956 | | | | 1,365,780 | | |
| | | 8,921,833 | | |
Materials (0.3%): | |
Kronos Bio, Inc. (a) (b) | | | 16,110 | | | | 481,206 | | |
Pharmaceuticals (1.7%): | |
Compass Pathways PLC, ADR (a) | | | 12,350 | | | | 588,354 | | |
GW Pharmaceuticals PLC, ADR (a) | | | 7,250 | | | | 836,722 | | |
PMV Pharmaceuticals, Inc. (a) | | | 15,700 | | | | 965,707 | | |
| | | 2,390,783 | | |
Semiconductors & Semiconductor Equipment (7.0%): | |
Advanced Energy Industries, Inc. (a) | | | 18,780 | | | | 1,821,097 | | |
CMC Materials, Inc. | | | 8,520 | | | | 1,289,076 | | |
Lattice Semiconductor Corp. (a) | | | 61,740 | | | | 2,828,926 | | |
MACOM Technology Solutions Holdings, Inc. (a) | | | 46,690 | | | | 2,569,818 | | |
Silicon Laboratories, Inc. (a) | | | 11,580 | | | | 1,474,597 | | |
| | | 9,983,514 | | |
Software (10.8%): | |
ACI Worldwide, Inc. (a) | | | 42,790 | | | | 1,644,420 | | |
Avaya Holdings Corp. (a) | | | 137,150 | | | | 2,626,423 | | |
Envestnet, Inc. (a) | | | 18,000 | | | | 1,481,220 | | |
Everbridge, Inc. (a) (b) | | | 16,500 | | | | 2,459,655 | | |
Five9, Inc. (a) | | | 4,170 | | | | 727,248 | | |
Q2 Holdings, Inc. (a) | | | 10,340 | | | | 1,308,320 | | |
Telos Corp. (a) | | | 34,080 | | | | 1,123,958 | | |
Varonis Systems, Inc. (a) | | | 24,410 | | | | 3,993,720 | | |
| | | 15,364,964 | | |
Total Common Stocks (Cost $91,547,271) | | | 137,513,882 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Collateral for Securities Loaned^ (10.8%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (c) | | | 267,856 | | | $ | 267,856 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (c) | | | 9,202,431 | | | | 9,202,431 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.04% (c) | | | 133,674 | | | | 133,674 | | |
JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c) | | | 1,065,871 | | | | 1,065,871 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.09% (c) | | | 4,792,365 | | | | 4,792,365 | | |
Total Collateral for Securities Loaned (Cost $15,462,197) | | | 15,462,197 | | |
Total Investments (Cost $107,009,468) — 107.3% | | | 152,976,079 | | |
Liabilities in excess of other assets — (7.3)% | | | (10,356,274 | ) | |
NET ASSETS — 100.00% | | $ | 142,619,805 | | |
^ Purchased with cash collateral from securities on loan.
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate disclosed is the daily yield on December 31, 2020.
ADR — American Depositary Receipt
PLC — Public Limited Company
See notes to financial statements.
14
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2020 | |
| | Victory RS Small Cap Growth Equity VIP Series | |
ASSETS: | |
Investments, at value (Cost $107,009,468) | | $ | 152,976,079 | (a) | |
Cash and cash equivalents | | | 5,426,967 | | |
Receivables: | |
Interest and dividends | | | 11,976 | | |
Capital shares issued | | | 128,501 | | |
Investments sold | | | 343,909 | | |
From Adviser | | | 24,119 | | |
Prepaid expenses | | | 1,652 | | |
Total Assets | | | 158,913,203 | | |
LIABILITIES: | |
Payables: | |
Collateral received on loaned securities | | | 15,462,197 | | |
Investments purchased | | | 376,438 | | |
Capital shares redeemed | | | 323,037 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 88,134 | | |
Administration fees | | | 7,240 | | |
Custodian fees | | | 1,098 | | |
Transfer agent fees | | | 12,957 | | |
Compliance fees | | | 95 | | |
Trustees' fees | | | 3 | | |
Other accrued expenses | | | 22,199 | | |
Total Liabilities | | | 16,293,398 | | |
NET ASSETS: | |
Capital | | | 89,129,830 | | |
Total accumulated earnings/(loss) | | | 53,489,975 | | |
Net Assets | | $ | 142,619,805 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 7,164,766 | | |
Net asset value: | | $ | 19.91 | | |
(a) Includes $14,710,678 of securities on loan.
See notes to financial statements.
15
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2020 | |
| | Victory RS Small Cap Growth Equity VIP Series | |
Investment Income: | |
Dividends | | $ | 140,599 | | |
Interest | | | 9,504 | | |
Securities lending (net of fees) | | | 55,043 | | |
Total Income | | | 205,146 | | |
Expenses: | |
Investment advisory fees | | | 799,953 | | |
Administration fees | | | 64,791 | | |
Sub-Administration fees | | | 14,167 | | |
Custodian fees | | | 7,618 | | |
Transfer agent fees | | | 137,471 | | |
Trustees' fees | | | 9,471 | | |
Compliance fees | | | 913 | | |
Legal and audit fees | | | 19,301 | | |
Other expenses | | | 26,277 | | |
Total Expenses | | | 1,079,962 | | |
Expenses waived/reimbursed by Adviser | | | (140,421 | ) | |
Net Expenses | | | 939,541 | | |
Net Investment Income (Loss) | | | (734,395 | ) | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 8,584,790 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | 29,908,291 | | |
Net realized/unrealized gains (losses) on investments | | | 38,493,081 | | |
Change in net assets resulting from operations | | $ | 37,758,686 | | |
See notes to financial statements.
16
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS Small Cap Growth Equity VIP Series | |
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | (734,395 | ) | | $ | (561,672 | ) | |
Net realized gains (losses) from investments | | | 8,584,790 | | | | 20,085,016 | | |
Net change in unrealized appreciation/depreciation on investments | | | 29,908,291 | | | | 13,360,263 | | |
Change in net assets resulting from operations | | | 37,758,686 | | | | 32,883,607 | | |
Change in net assets resulting from distributions to shareholders | | | (19,457,968 | ) | | | (21,884,620 | ) | |
Change in net assets resulting from capital transactions | | | 19,206,752 | | | | 5,057,374 | | |
Change in net assets | | | 37,507,470 | | | | 16,056,361 | | |
Net Assets: | |
Beginning of period | | | 105,112,335 | | | | 89,055,974 | | |
End of period | | $ | 142,619,805 | | | $ | 105,112,335 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 22,558,627 | | | $ | 5,861,988 | | |
Distributions reinvested | | | 19,457,968 | | | | 21,884,620 | | |
Cost of shares redeemed | | | (22,809,843 | ) | | | (22,689,234 | ) | |
Change in net assets resulting from capital transactions | | $ | 19,206,752 | | | $ | 5,057,374 | | |
Share Transactions: | |
Issued | | | 1,239,679 | | | | 305,660 | | |
Reinvested | | | 992,247 | | | | 1,330,372 | | |
Redeemed | | | (1,339,193 | ) | | | (1,188,577 | ) | |
Change in Shares | | | 892,733 | | | | 447,455 | | |
See notes to financial statements.
17
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | | | Investment Activities | | Distributions to Shareholders From | |
| | Net Asset Value, Beginning of Period | | Net Investment Income (Loss)(a) | | Net Realized and Unrealized Gains (Losses) on Investments | | Total from Investment Activities | | Net Realized Gains From Investments | | Total Distributions | |
Victory RS Small Cap Growth Equity VIP Series | |
Year Ended 12/31/20 | | $ | 16.76 | | | | (0.12 | ) | | | 6.45 | | | | 6.33 | | | | (3.18 | ) | | | (3.18 | ) | |
Year Ended 12/31/19 | | $ | 15.29 | | | | (0.10 | ) | | | 5.95 | | | | 5.85 | | | | (4.38 | ) | | | (4.38 | ) | |
Year Ended 12/31/18 | | $ | 20.48 | | | | (0.10 | ) | | | (1.62 | ) | | | (1.72 | ) | | | (3.47 | ) | | | (3.47 | ) | |
Year Ended 12/31/17 | | $ | 14.82 | | | | (0.05 | ) | | | 5.71 | | | | 5.66 | | | | — | | | | — | | |
Year Ended 12/31/16 | | $ | 14.61 | | | | (0.05 | ) | | | 0.25 | | | | 0.20 | | | | — | | | | — | | |
(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) 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)
See notes to financial statements.
18
Victory Variable Insurance Funds | | Financial Highlights — continued | |
For a Share Outstanding Throughout Each Period
| | | | Ratios to Average Net Assets | | Supplemental Data | |
| | Capital Contribution from Prior Custodian, Net (See Note 8) | | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory RS Small Cap Growth Equity VIP Series | |
Year Ended 12/31/20 | | | — | | | $ | 19.91 | | | | 38.06 | % | | | 0.88 | % | | | (0.69 | )% | | | 1.01 | % | | $ | 142,620 | | | | 74 | % | |
Year Ended 12/31/19 | | | — | | | $ | 16.76 | | | | 38.78 | % | | | 0.88 | % | | | (0.54 | )% | | | 1.01 | % | | $ | 105,112 | | | | 90 | % | |
Year Ended 12/31/18 | | | — | | | $ | 15.29 | | | | (8.25 | )% | | | 0.88 | % | | | (0.44 | )% | | | 0.89 | % | | $ | 89,056 | | | | 76 | % | |
Year Ended 12/31/17 | | | — | | | $ | 20.48 | | | | 38.19 | % | | | 0.87 | % | | | (0.30 | )% | | | 0.87 | % | | $ | 111,470 | | | | 71 | % | |
Year Ended 12/31/16 | | | 0.01 | | | $ | 14.82 | | | | 1.44 | %(c) | | | 0.88 | % | | | (0.39 | )% | | | 0.88 | % | | $ | 97,242 | | | | 91 | % | |
See notes to financial statements.
19
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2020 | |
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 investment company. The Trust is comprised of eight 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. Victory RS Small Cap Growth Equity VIP Series (the "Fund"), a series of the Trust, offers a single class of shares: Class I Shares. The Fund's shares are only available for purchase by certain separate accounts of insurance companies as investments for certain variable annuity plans and variable life insurance contracts issued by those insurance companies. The accompanying financial statements are those of the Fund.
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 Generally Accepted Accounting Principles 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 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.
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
Investments in open-end investment companies are valued at net asset value. These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Trust's Board of Trustees (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.
A summary of the valuations as of December 31, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments.
| | Level 1 | | Level 2 | | Level 3 | | Total | |
Common Stocks | | $ | 137,513,882 | | | $ | — | | | $ | — | | | $ | 137,513,882 | | |
Collateral for Securities Loaned | | | 15,462,197 | | | | — | | | | — | | | | 15,462,197 | | |
Total | | $ | 152,976,079 | | | $ | — | | | $ | — | | | $ | 152,976,079 | | |
For the year ended December 31, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.
Investment Companies:
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 determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted on the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays the Agent various fees in connection with the
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering their 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 which are subject to offset under the MSLA as of December 31, 2020. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.
Gross Amount of Recognized Assets (Value of | | Value of Cash | | Value of Non-cash Collateral Received by Maturity | | | |
Securities on Loan) | | Collateral Received* | | <30 Days | | Between 30 & 90 days | | >90 Days | | Net Amount | |
$ | 14,710,678 | | | $ | 14,710,678 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Fund is disclosed on the 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 years, which includes the current fiscal tax year end). 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 in the Trust, or jointly with an affiliated trust, are allocated among the 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 year ended December 31, 2020, were as follows:
| | Excluding U.S. Government Securities | |
| | Purchases | | Sales | |
| | | | $ | 77,785,093 | | | $ | 81,531,823 | | |
For the year ended December 31, 2020, there were no purchases or sales of U.S. Government Securities.
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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. Amounts incurred and paid to VCM for the year ended December 31, 2020, are reflected on the Statement of Operations as Investment advisory fees.
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 the Administration, Servicing 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 "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Administration fees.
Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to the Sub-Administration and Sub-Fund Accounting Services Agreement between VCM and Citi. VCM pays Citi a fee for providing these services. The Fund reimburses VCM and Citi for out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Sub-Administration fees.
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Custodian fees.
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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Transfer agent fees.
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 aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Compliance fees.
Sidley Austin LLP provides legal services to the Trust.
Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses 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 limits. As of December 31, 2020, the expense limit (excluding voluntary waivers) is 0.88%.
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the year, if any, are reflected on the Statement of Operations as Recoupment of prior expenses waived/reimbursed by Adviser. As of December 31, 2020, the following amounts are available to be repaid to the Adviser. The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at December 31, 2020.
Expires December 31, 2021 | | Expires December 31, 2022 | | Expires December 31, 2023 | | Total | |
$ | 5,628 | | | $ | 133,480 | | | $ | 140,421 | | | $ | 279,529 | | |
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 year ended December 31, 2020.
Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, Custodian, Distributor, and Legal Counsel.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company's earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fire and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Small Capitalization Stock Risk — Small-sized companies may be subject to a number of risks not associated with larger, more established companies, potentially making their stock prices more volatile and increasing the risk of loss. Smaller companies may have limited markets, product lines, or financial resources and lack management experience and may experience higher failure rates than larger companies.
Geopolitical/Natural Disaster Risk — An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19 pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.
6. Borrowing and Interfund Lending:
Line of Credit:
For the year ended December 31, 2020, the Victory Funds Complex and USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex and USAA Mutual Funds Complex, combined, may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund (herein, the "Fund"), another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended December 31, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Line of credit fees.
The Fund did not utilize the Line of Credit during the year ended December 31, 2020.
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, that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending.
The Fund did not utilize the Facility during the year ended December 31, 2020.
7. Federal Income Tax Information:
Dividends from net investment income, if any, are declared and paid annually 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 (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distributions reclassification), 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.
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.
As of December 31, 2020, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:
Total Accumulated Earnings/(Loss) | | Capital | |
$ | 402,985 | | | $ | (402,985 | ) | |
The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
| | Distributions paid from | | | | Distributions paid from | | | |
| | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
| | | | $ | 990,940 | | | $ | 18,467,028 | | | $ | 19,457,968 | | | $ | 77,122 | | | $ | 21,807,498 | | | $ | 21,884,620 | | |
As of December 31, 2020, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 8,854,540 | | | $ | 8,854,540 | | | $ | 44,635,435 | | | $ | 53,489,975 | | |
* The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales and passive foreign investment company adjustments.
As of December 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.
As of December 31, 2020, 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) | |
$ | 108,340,644 | | | $ | 49,075,765 | | | $ | (4,440,330 | ) | | $ | 44,635,435 | | |
8. Capital Contribution from Prior Custodian:
During 2016, the Fund received notification from the Fund's prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to 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 activities in question, 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.
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 December 31, 2020, the shareholder listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund. Shareholders of record may hold Fund shares for the benefit of their customers.
Shareholder | | Percent | |
GIAC* | | | 83.8 | %* | |
* The Guardian Insurance & Annuity Company, Inc. ("GIAC") is a wholly owned subsidiary of The Guardian Life Insurance Company of America. The amount represents indirect interests of variable annuity contract holders or variable life policyholders.
27
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory RS Small Cap Growth Equity VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2020, the related statement of operations for the year then ended and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116167_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2021
28
Victory Variable Insurance Funds | | Supplemental Information December 31, 2020 | |
(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 nine Trustees, eight 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 date of birth, 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 eight portfolios in the Trust, 42 portfolios in Victory Portfolios and 27 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. David C. Brown is a Trustee of USAA Mutual Funds Trust and oversees 46 portfolios of the USAA Mutual Funds Trust. 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 Date of Birth | | 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, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D.T. Andrews, Born April 1947 | | 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). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015). | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
29
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | 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. | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | 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, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | Trustee, USAA Mutual Funds Trust. | |
* 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.
30
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, 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 Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | 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, Born March 1984 | | 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 Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, Born April 1960 | | 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, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
31
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Proxy Voting and Portfolio Holdings Information
Proxy Voting:
Information regarding the policies and procedures 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 quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's web site at www.sec.gov.
Expense Example
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 July 1, 2020, through December 31, 2020.
The Actual Expense figures in the table below provide 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 "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
The Hypothetical Expense figures in the table below provide 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 shareholder reports of other funds.
Please note 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 7/1/2020 | | Actual Ending Account Value 12/31/2020 | | Hypothetical Ending Account Value 12/31/2020 | | Actual Expenses Paid During Period 7/1/20-12/31/20* | | Hypothetical Expenses Paid During Period 7/1/20-12/31/20* | | Annualized Expense Ratio During Period 7/1/20-12/31/20 | |
$ | 1,000.00 | | | $ | 1,016.10 | | | $ | 1,020.71 | | | $ | 5.18 | | | $ | 4.47 | | | | 0.88 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/366 (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 December 31, 2020 | |
(Unaudited)
Additional Federal Income Tax Information
For the year ended December 31, 2020, the Fund paid qualified dividend income for the purposes of reduced individual federal income tax rates of 23%.
Dividends qualified for corporate dividends received deductions of 29%.
For the year ended December 31, 2020, the Fund designated short-term and long-term capital gain distributions in the amount of $990,940 and $18,467,028, respectively.
33
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on December 2, 2020. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at a meeting on October 27, 2020, called for the purpose of reviewing the Agreement. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund, which also serves as independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by an independent consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows;
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. In addition, the Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by an independent consultant and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of the Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The
34
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Board also reviewed any changes to the independent consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which are generally viewed as a method by which an investment adviser shares any economies of scale with a fund as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below, and would consider breakpoints at a future time if the Fund's assets were to grow significantly.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.
The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for all of the periods reviewed, outperformed the peer group median for the three- and ten-year periods, and underperformed the peer group median for the one- and five-year periods.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
35
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
36
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-AR (12/20)
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December 31, 2020
Annual Report
Victory Variable Insurance Funds
Victory 500 Index VIP Series
(formerly Victory S&P 500 Index VIP Series)
Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail from the insurance company that issued your variable annuity and variable life insurance contract, unless you specifically request paper copies of the reports from your insurance company. Instead, the reports will be made available on www.victoryfunds.com. The insurance company that offers your contract may also make these reports available on a website, and such insurance company will notify you by mail each time a report is posted and provide you with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company electronically by following the instructions provided by the insurance company.
If offered by your insurance company, you may elect to receive all future reports in paper and free of charge from the insurance company. You can inform your insurance company that you wish to continue receiving paper copies of your reports. Your election to receive reports in paper will apply to all funds available under your contract.
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
Shareholder Letter (Unaudited) | | | 3 | | |
Managers' Commentary (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 7 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 8 | | |
Schedule of Portfolio Investments | | | 9 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 21 | | |
Statement of Operations | | | 22 | | |
Statements of Changes in Net Assets | | | 23 | | |
Financial Highlights | | | 24 | | |
Notes to Financial Statements | | | 26 | | |
Report of Independent Registered Public Accounting Firm | | | 36 | | |
Supplemental Information (Unaudited) | |
Trustees' and Officers' Information | | | 37 | | |
Proxy Voting and Portfolio Holdings Information | | | 40 | | |
Expense Example | | | 40 | | |
Additional Federal Income Tax Information | | | 41 | | |
Advisory Contract Renewal | | | 42 | | |
Privacy Policy (inside back cover) | | | |
The Fund is distributed by Victory Capital Services, 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 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
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2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
When we look back on 2020, we will undoubtedly remember it as an extraordinary year. A year ago, no one could have imagined the unusual events that would challenge us personally, professionally, and collectively as a nation. But in retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.
The year began with rudimentary worries, such as economic growth rates, trade deals, and interest rates. But a novel coronavirus and the subsequent worldwide spread of COVID-19 became an unprecedented event. To combat the pandemic, governments everywhere issued austere shelter-in-place orders, and the global economy slowed markedly. Equity markets sold off sharply in March and April, and second quarter U.S. GDP contracted by an alarming annual rate of 31.4%.
It's no surprise that so many investors flocked to the perceived safety of U.S. Treasurys. Meanwhile, liquidity evaporated (for a short spell) in many other segments of the fixed income market, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.
A response, however, came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action — cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).
It was impressive how quickly those actions helped end the stock market's freefall and restore order across much of the fixed-income universe. The rebound was almost as robust as the drawdown, and third-quarter GDP (the most recent finalized data available) grew at a 33.4% annualized rate.
Late in the year, markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter when it became clear the United States Congress would provide another dose of fiscal stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.
Through all the unprecedented events and extreme volatility, the S&P 500® Index registered an impressive annual return of 18.40% for the 12-month period ended December 31, 2020. Meanwhile, the yield on 10-year U.S. Treasurys declined 95 basis points over the same period, reflecting both the Fed's interest rate cuts and its pledge to keep rates low longer. The yield on 10-Year U.S. Treasurys was 0.93% as of December 31, 2020.
While markets endured and performed admirably during 2020, perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to
3
remain focused on your long-term investment goals and avoid making emotional decisions. Moreover, we continue to have confidence in all of Victory Capital's autonomous Investment Franchises and their ability to navigate the ups and downs.
On the following pages, you will find information relating to your Victory Funds investment. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863, or visit our website at www.vcm.com.
My colleagues and I sincerely appreciate the confidence you have placed in the Victory Funds, and we value the opportunity to help meet your investment goals.
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Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory 500 Index VIP Series
Managers' Commentary
(Unaudited)
What were the market conditions during the reporting period?
In an unprecedented 2020, investors witnessed a tale of two markets.
The year 2020 started strong, with the positive market momentum carrying over from 2019. By the end of February, however, there was a historic global financial market panic selloff as the spread of disease caused by a novel coronavirus ("COVID-19") caused a sharp decline in expectations for economic growth and corporate earnings.
The U.S. Federal Reserve (the "Fed") quickly stepped into the market panic and provided an armada of liquidity programs, such as quantitative easing, which resulted in a rebound in investor confidence. This return of confidence led an equally remarkable rally through the rest of the year, despite some periods of fear and concerns around a resurgence of the virus. The remainder of the year brought a dramatic reversal from the difficult environment that characterized the first three months. While COVID-19 cases continued to rise, particularly in the final two weeks of June, investors grew increasingly confident that the economy would be able to recover from its sharp downturn led by a series of better-than-expected economic reports coupled with the aggressive response by the Fed. In addition to reiterating its commitment to keep short-term interest rates near zero for an extended period, the Fed announced the direct purchase of both individual bonds and exchange-traded bond funds.
Despite ongoing uncertainty regarding the economic outlook, investors continued to display a robust appetite for risk. The near-zero interest rate policy of the Fed, together with the ultra-low rates in place in other major world economies, as well as greater appetite for fiscal spending, was a key catalyst for market performance.
Investors' appetite for risk improved considerably in early November, when the approval of vaccines for COVID-19 raised expectations that the world economy could gradually return to normal in 2021. The conclusion of the U.S. elections, which removed a source of uncertainty that had depressed performance in September and October, was an additional tailwind. The markets were also aided by continued indications that the Fed and other central banks would maintain their highly accommodative policies indefinitely, not least an agreement on a new round of U.S. fiscal stimulus further cheered investors in late December. Together, these developments outweighed negative headlines surrounding renewed lockdowns and the persistence of the coronavirus.
As the dust settled on a tumultuous and historic year, global financial markets reflected the optimism of a reflating global economic environment in a post-pandemic future. All the major global equity market indexes had posted strong returns, with bonds following suit. In the United States, large-cap value stocks had a very strong rebound in the fourth quarter in anticipation of economic reflation. However, those returns were still dwarfed by the enormous annual returns posted by large-cap growth stocks, led by the technology and consumer discretionary 'stay-at-home' stocks.
5
Victory Variable Insurance Funds
Victory 500 Index VIP Series (continued)
Managers' Commentary (continued)
• How did Victory 500 Index VIP Series (the "Fund") perform during the reporting period?
The Fund seeks to match, before fees and expenses, the performance of the stocks composing the Victory US Large Cap 500 Index (the "Index"). The Fund returned 20.13% for the year ended December 31, 2020, closely tracking the Index, which returned 21.56% for the reporting period.
• What strategies did you employ during the reporting period?
During the year, the Fund's strong absolute return was led by Technology and Consumer Discretionary sectors, which more than offset negative contributions from the Energy and Financials sectors.
6
Victory Variable Insurance Funds
Victory 500 Index VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2020
| | Class I | | | | | |
INCEPTION DATE | | 8/25/99 | | | | | |
| | Net Asset Value | | S&P 500® Index1 | | Victory US Large Cap 500 Index2 | |
One Year | | | 20.13 | % | | | 18.40 | % | | | 21.56 | % | |
Five Year | | | 15.32 | % | | | 15.22 | % | | | 15.95 | % | |
Ten Year | | | 13.79 | % | | | 13.88 | % | | | 14.15 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees for various periods since inception. Without such fee waivers, the total returns would have been lower.
Victory 500 Index VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116168_bc004.jpg)
1The S&P 500® Index is an unmanaged index comprised of 500 domestically traded common stocks, is weighted according to the market value of each common stock in the index, and includes reinvestment of dividends. This index does not include the effect of sales charges, commissions, expenses or taxes, and it is not possible to invest directly in an index.
2The Victory US Large Cap 500 Index emphasizes stocks of large U.S. companies. Effective February 28, 2020, this index replaced The S&P 500® Index as the benchmark the Fund tracks. This index does not include the effect of sale charges, commissions, expenses or taxes, and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Past performance is not indicative of future results.
7
Victory Variable Insurance Funds Victory 500 Index VIP Series | | December 31, 2020 | |
(Unaudited)
Investment Objective & Portfolio Holdings:
Victory 500 Index VIP Series seeks to match, before fees and expenses, the performance of the stocks composing the Victory US Large Cap 500 Index.
Sector Allocation*:
December 31, 2020
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116168_bc005.jpg)
* Does not include futures, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
8
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments December 31, 2020 | |
Security Description | | Shares | | Value | |
Common Stocks (99.0%) | |
Communication Services (11.0%): | |
Activision Blizzard, Inc. | | | 2,469 | | | $ | 229,247 | | |
Alphabet, Inc., Class C (a) | | | 1,963 | | | | 3,438,939 | | |
Altice USA, Inc., Class A (a) (b) | | | 238 | | | | 9,013 | | |
AT&T, Inc. | | | 23,258 | | | | 668,900 | | |
Cable One, Inc. (b) | | | 15 | | | | 33,416 | | |
CenturyLink, Inc. | | | 3,204 | | | | 31,239 | | |
Charter Communications, Inc., Class A (a) | | | 453 | | | | 299,682 | | |
Comcast Corp., Class A | | | 14,282 | | | | 748,377 | | |
Discovery, Inc., Class A (a) (b) | | | 418 | | | | 12,578 | | |
DISH Network Corp., Class A (a) | | | 722 | | | | 23,349 | | |
Electronic Arts, Inc. | | | 937 | | | | 134,553 | | |
Facebook, Inc., Class A (a) | | | 7,243 | | | | 1,978,498 | | |
Fox Corp., Class A | | | 1,018 | | | | 29,644 | | |
IAC/InterActiveCorp. (a) | | | 211 | | | | 39,953 | | |
Liberty Broadband Corp., Class A (a) | | | 703 | | | | 110,779 | | |
Liberty Media Corp-Liberty SiriusXM, Class A (a) | | | 897 | | | | 38,741 | | |
Live Nation Entertainment, Inc. (a) | | | 515 | | | | 37,842 | | |
Match Group, Inc. (a) | | | 777 | | | | 117,475 | | |
Netflix, Inc. (a) | | | 1,412 | | | | 763,511 | | |
Omnicom Group, Inc. | | | 687 | | | | 42,848 | | |
Pinterest, Inc., Class A (a) | | | 289 | | | | 19,045 | | |
Sirius XM Holdings, Inc. (b) | | | 3,796 | | | | 24,181 | | |
Snap, Inc., Class A (a) | | | 3,012 | | | | 150,811 | | |
Take-Two Interactive Software, Inc. (a) | | | 371 | | | | 77,090 | | |
The Walt Disney Co. (a) | | | 5,287 | | | | 957,899 | | |
T-Mobile U.S., Inc. (a) | | | 2,047 | | | | 276,038 | | |
Twitter, Inc. (a) | | | 2,541 | | | | 137,595 | | |
Verizon Communications, Inc. | | | 13,222 | | | | 776,793 | | |
ViacomCBS, Inc., Class B | | | 1,672 | | | | 62,299 | | |
Warner Music Group Corp., Class A | | | 263 | | | | 9,991 | | |
Zillow Group, Inc., Class C (a) | | | 296 | | | | 38,421 | | |
ZoomInfo Technologies, Inc., Class A (a) (b) | | | 160 | | | | 7,717 | | |
| | | 11,326,464 | | |
Communications Equipment (0.9%): | |
Arista Networks, Inc. (a) | | | 203 | | | | 58,986 | | |
Cisco Systems, Inc. | | | 13,792 | | | | 617,192 | | |
Motorola Solutions, Inc. | | | 547 | | | | 93,023 | | |
Palo Alto Networks, Inc. (a) | | | 301 | | | | 106,972 | | |
Ubiquiti, Inc. (b) | | | 22 | | | | 6,127 | | |
| | | 882,300 | | |
Consumer Discretionary (12.6%): | |
Advance Auto Parts, Inc. | | | 219 | | | | 34,495 | | |
Amazon.com, Inc. (a) | | | 1,483 | | | | 4,830,026 | | |
AutoZone, Inc. (a) | | | 75 | | | | 88,908 | | |
Best Buy Co., Inc. | | | 792 | | | | 79,034 | | |
Booking Holdings, Inc. (a) | | | 134 | | | | 298,454 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Burlington Stores, Inc. (a) | | | 178 | | | $ | 46,556 | | |
CarMax, Inc. (a) | | | 502 | | | | 47,419 | | |
Carvana Co. (a) | | | 35 | | | | 8,384 | | |
Chewy, Inc., Class A (a) (b) | | | 166 | | | | 14,922 | | |
Chipotle Mexican Grill, Inc. (a) | | | 88 | | | | 122,030 | | |
D.R. Horton, Inc. | | | 1,102 | | | | 75,950 | | |
Darden Restaurants, Inc. | | | 367 | | | | 43,717 | | |
Dollar General Corp. | | | 724 | | | | 152,257 | | |
Dollar Tree, Inc. (a) | | | 768 | | | | 82,975 | | |
Domino's Pizza, Inc. | | | 116 | | | | 44,481 | | |
eBay, Inc. | | | 2,226 | | | | 111,857 | | |
Etsy, Inc. (a) | | | 412 | | | | 73,299 | | |
Expedia Group, Inc. | | | 432 | | | | 57,197 | | |
Ford Motor Co. | | | 12,575 | | | | 110,534 | | |
General Motors Co. | | | 3,983 | | | | 165,852 | | |
Genuine Parts Co. | | | 461 | | | | 46,298 | | |
Hasbro, Inc. | | | 400 | | | | 37,416 | | |
Hilton Worldwide Holdings, Inc. | | | 858 | | | | 95,461 | | |
Las Vegas Sands Corp. | | | 1,128 | | | | 67,229 | | |
Lennar Corp., Class A | | | 847 | | | | 64,567 | | |
Lowe's Cos., Inc. | | | 2,316 | | | | 371,741 | | |
Marriott International, Inc., Class A | | | 925 | | | | 122,026 | | |
McDonald's Corp. | | | 2,227 | | | | 477,870 | | |
MGM Resorts International | | | 1,358 | | | | 42,791 | | |
NIKE, Inc., Class B | | | 4,127 | | | | 583,847 | | |
NVR, Inc. (a) | | | 12 | | | | 48,958 | | |
O'Reilly Automotive, Inc. (a) | | | 234 | | | | 105,901 | | |
Peloton Interactive, Inc., Class A (a) | | | 136 | | | | 20,634 | | |
Pool Corp. | | | 120 | | | | 44,700 | | |
PulteGroup, Inc. | | | 857 | | | | 36,954 | | |
Roku, Inc. (a) | | | 64 | | | | 21,249 | | |
Ross Stores, Inc. | | | 1,003 | | | | 123,178 | | |
Royal Caribbean Cruises Ltd. (b) | | | 586 | | | | 43,768 | | |
Starbucks Corp. | | | 3,750 | | | | 401,175 | | |
Target Corp. | | | 1,634 | | | | 288,450 | | |
Tesla, Inc. (a) | | | 2,508 | | | | 1,769,821 | | |
The Home Depot, Inc. | | | 3,514 | | | | 933,389 | | |
The TJX Cos., Inc. | | | 3,919 | | | | 267,629 | | |
Tiffany & Co. | | | 375 | | | | 49,294 | | |
Tractor Supply Co. | | | 380 | | | | 53,420 | | |
Ulta Beauty, Inc. (a) | | | 184 | | | | 52,837 | | |
VF Corp. | | | 1,112 | | | | 94,976 | | |
Wayfair, Inc., Class A (a) (b) | | | 154 | | | | 34,775 | | |
Whirlpool Corp. | | | 181 | | | | 32,669 | | |
Yum! Brands, Inc. | | | 891 | | | | 96,727 | | |
| | | 12,918,097 | | |
Consumer Staples (6.5%): | |
Altria Group, Inc. | | | 5,683 | | | | 233,003 | | |
Archer-Daniels-Midland Co. | | | 1,740 | | | | 87,713 | | |
Brown-Forman Corp., Class B | | | 855 | | | | 67,913 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Campbell Soup Co. | | | 706 | | | $ | 34,135 | | |
Church & Dwight Co., Inc. | | | 751 | | | | 65,510 | | |
Colgate-Palmolive Co. | | | 2,709 | | | | 231,647 | | |
Conagra Brands, Inc. | | | 1,477 | | | | 53,556 | | |
Constellation Brands, Inc., Class A | | | 544 | | | | 119,163 | | |
Costco Wholesale Corp. | | | 1,395 | | | | 525,608 | | |
General Mills, Inc. | | | 1,995 | | | | 117,306 | | |
Hormel Foods Corp. | | | 964 | | | | 44,932 | | |
Kellogg Co. | | | 886 | | | | 55,136 | | |
Keurig Dr Pepper, Inc. | | | 2,369 | | | | 75,808 | | |
Kimberly-Clark Corp. | | | 1,110 | | | | 149,661 | | |
McCormick & Co., Inc. | | | 641 | | | | 61,280 | | |
Mondelez International, Inc., Class A | | | 4,570 | | | | 267,208 | | |
Monster Beverage Corp. (a) | | | 1,179 | | | | 109,034 | | |
PepsiCo, Inc. | | | 4,511 | | | | 668,981 | | |
Philip Morris International, Inc. | | | 5,083 | | | | 420,822 | | |
Sysco Corp. | | | 1,627 | | | | 120,821 | | |
The Boston Beer Co., Inc., Class A (a) | | | 21 | | | | 20,880 | | |
The Clorox Co. | | | 403 | | | | 81,374 | | |
The Coca-Cola Co. | | | 13,436 | | | | 736,830 | | |
The Estee Lauder Cos., Inc., Class A | | | 657 | | | | 174,887 | | |
The Hershey Co. | | | 457 | | | | 69,615 | | |
The J.M. Smucker Co. | | | 368 | | | | 42,541 | | |
The Kraft Heinz Co. (b) | | | 2,352 | | | | 81,520 | | |
The Kroger Co. | | | 2,501 | | | | 79,432 | | |
The Procter & Gamble Co. | | | 7,923 | | | | 1,102,406 | | |
Tyson Foods, Inc., Class A | | | 801 | | | | 51,616 | | |
Walgreens Boots Alliance, Inc. | | | 2,469 | | | | 98,464 | | |
Walmart, Inc. | | | 4,860 | | | | 700,569 | | |
| | | 6,749,371 | | |
Electronic Equipment, Instruments & Components (0.5%): | |
Amphenol Corp., Class A | | | 894 | | | | 116,908 | | |
CDW Corp. | | | 467 | | | | 61,546 | | |
Cognex Corp. | | | 522 | | | | 41,909 | | |
Corning, Inc. | | | 2,494 | | | | 89,784 | | |
Keysight Technologies, Inc. (a) | | | 554 | | | | 73,178 | | |
Trimble, Inc. (a) | | | 713 | | | | 47,607 | | |
Zebra Technologies Corp. (a) | | | 174 | | | | 66,873 | | |
| | | 497,805 | | |
Energy (2.1%): | |
Baker Hughes Co. | | | 2,202 | | | | 45,912 | | |
Cheniere Energy, Inc. (a) | | | 823 | | | | 49,405 | | |
Chevron Corp. | | | 6,283 | | | | 530,599 | | |
ConocoPhillips | | | 3,449 | | | | 137,926 | | |
EOG Resources, Inc. | | | 1,603 | | | | 79,942 | | |
Exxon Mobil Corp. | | | 13,365 | | | | 550,905 | | |
Halliburton Co. | | | 2,825 | | | | 53,392 | | |
Hess Corp. | | | 855 | | | | 45,135 | | |
Kinder Morgan, Inc. | | | 6,922 | | | | 94,624 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Marathon Petroleum Corp. | | | 2,101 | | | $ | 86,897 | | |
Occidental Petroleum Corp. | | | 3,039 | | | | 52,605 | | |
ONEOK, Inc. | | | 1,420 | | | | 54,500 | | |
Phillips 66 | | | 1,426 | | | | 99,734 | | |
Pioneer Natural Resources Co. | | | 503 | | | | 57,287 | | |
Schlumberger Ltd. | | | 4,448 | | | | 97,100 | | |
The Williams Cos., Inc. | | | 3,961 | | | | 79,418 | | |
Valero Energy Corp. | | | 1,317 | | | | 74,503 | | |
| | | 2,189,884 | | |
Financials (10.0%): | |
Aflac, Inc. | | | 2,244 | | | | 99,791 | | |
American Express Co. | | | 2,241 | | | | 270,959 | | |
American International Group, Inc. | | | 2,723 | | | | 103,093 | | |
Ameriprise Financial, Inc. | | | 385 | | | | 74,817 | | |
Annaly Capital Management, Inc. | | | 4,516 | | | | 38,160 | | |
Arch Capital Group Ltd. (a) | | | 1,172 | | | | 42,274 | | |
Arthur J. Gallagher & Co. | | | 621 | | | | 76,824 | | |
Bank of America Corp. | | | 26,155 | | | | 792,758 | | |
Berkshire Hathaway, Inc., Class B (a) | | | 7,056 | | | | 1,636,075 | | |
BlackRock, Inc., Class A | | | 498 | | | | 359,328 | | |
Brown & Brown, Inc. | | | 751 | | | | 35,605 | | |
Capital One Financial Corp. | | | 1,493 | | | | 147,583 | | |
Cincinnati Financial Corp. | | | 486 | | | | 42,462 | | |
Citigroup, Inc. | | | 6,652 | | | | 410,162 | | |
Citizens Financial Group, Inc. | | | 1,291 | | | | 46,166 | | |
CME Group, Inc. | | | 924 | | | | 168,214 | | |
Discover Financial Services | | | 990 | | | | 89,625 | | |
FactSet Research Systems, Inc. | | | 119 | | | | 39,568 | | |
Fifth Third Bancorp | | | 2,080 | | | | 57,346 | | |
First Republic Bank | | | 553 | | | | 81,252 | | |
Franklin Resources, Inc. (b) | | | 1,023 | | | | 25,565 | | |
Intercontinental Exchange, Inc. | | | 1,832 | | | | 211,211 | | |
JPMorgan Chase & Co. | | | 9,740 | | | | 1,237,663 | | |
KeyCorp | | | 2,919 | | | | 47,901 | | |
M&T Bank Corp. | | | 419 | | | | 53,339 | | |
Markel Corp. (a) | | | 43 | | | | 44,432 | | |
MarketAxess Holdings, Inc. | | | 123 | | | | 70,179 | | |
Marsh & McLennan Cos., Inc. | | | 1,551 | | | | 181,466 | | |
MetLife, Inc. | | | 2,628 | | | | 123,384 | | |
Moody's Corp. | | | 561 | | | | 162,825 | | |
Morgan Stanley | | | 4,910 | | | | 336,482 | | |
MSCI, Inc. | | | 271 | | | | 121,010 | | |
Nasdaq, Inc. | | | 361 | | | | 47,919 | | |
Northern Trust Corp. | | | 679 | | | | 63,242 | | |
Principal Financial Group, Inc. | | | 821 | | | | 40,730 | | |
Prudential Financial, Inc. | | | 1,279 | | | | 99,852 | | |
Regions Financial Corp. | | | 3,069 | | | | 49,472 | | |
S&P Global, Inc. | | | 760 | | | | 249,835 | | |
State Street Corp. | | | 1,151 | | | | 83,770 | | |
SVB Financial Group (a) | | | 169 | | | | 65,543 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Synchrony Financial | | | 1,585 | | | $ | 55,015 | | |
T. Rowe Price Group, Inc. | | | 731 | | | | 110,666 | | |
The Allstate Corp. | | | 992 | | | | 109,051 | | |
The Bank of New York Mellon Corp. | | | 2,801 | | | | 118,874 | | |
The Blackstone Group, Inc., Class A | | | 2,200 | | | | 142,582 | | |
The Charles Schwab Corp. | | | 5,187 | | | | 275,118 | | |
The Goldman Sachs Group, Inc. | | | 1,123 | | | | 296,146 | | |
The Hartford Financial Services Group, Inc. | | | 1,157 | | | | 56,670 | | |
The PNC Financial Services Group, Inc. | | | 1,368 | | | | 203,832 | | |
The Progressive Corp. | | | 1,911 | | | | 188,959 | | |
The Travelers Cos., Inc. | | | 775 | | | | 108,787 | | |
Tradeweb Markets, Inc., Class A | | | 141 | | | | 8,805 | | |
Truist Financial Corp. | | | 4,354 | | | | 208,687 | | |
U.S. Bancorp | | | 4,710 | | | | 219,439 | | |
W.R. Berkley Corp. | | | 410 | | | | 27,232 | | |
Wells Fargo & Co. | | | 13,352 | | | | 402,963 | | |
| | | 10,460,708 | | |
Health Care (13.1%): | |
10X Genomics, Inc., Class A (a) | | | 38 | | | | 5,381 | | |
Abbott Laboratories | | | 5,785 | | | | 633,401 | | |
AbbVie, Inc. | | | 5,702 | | | | 610,968 | | |
ABIOMED, Inc. (a) | | | 137 | | | | 44,415 | | |
Agilent Technologies, Inc. | | | 967 | | | | 114,580 | | |
Alexion Pharmaceuticals, Inc. (a) | | | 707 | | | | 110,462 | | |
Align Technology, Inc. (a) | | | 238 | | | | 127,182 | | |
Alnylam Pharmaceuticals, Inc. (a) | | | 271 | | | | 35,222 | | |
AmerisourceBergen Corp. | | | 505 | | | | 49,369 | | |
Amgen, Inc. | | | 1,780 | | | | 409,257 | | |
Anthem, Inc. | | | 803 | | | | 257,835 | | |
Avantor, Inc. (a) | | | 1,590 | | | | 44,759 | | |
Baxter International, Inc. | | | 1,650 | | | | 132,396 | | |
Becton, Dickinson & Co. | | | 937 | | | | 234,456 | | |
Biogen, Inc. (a) | | | 444 | | | | 108,718 | | |
BioMarin Pharmaceutical, Inc. (a) | | | 449 | | | | 39,373 | | |
Bio-Rad Laboratories, Inc., Class A (a) | | | 62 | | | | 36,142 | | |
Boston Scientific Corp. (a) | | | 4,624 | | | | 166,233 | | |
Bristol-Myers Squibb Co. | | | 7,376 | | | | 457,533 | | |
Cardinal Health, Inc. | | | 948 | | | | 50,775 | | |
Catalent, Inc. (a) | | | 464 | | | | 48,288 | | |
Centene Corp. (a) | | | 1,614 | | | | 96,888 | | |
Cerner Corp. | | | 1,001 | | | | 78,558 | | |
Charles River Laboratories International, Inc. (a) | | | 157 | | | | 39,228 | | |
Cigna Corp. | | | 1,142 | | | | 237,742 | | |
CVS Health Corp. | | | 4,047 | | | | 276,410 | | |
Danaher Corp. | | | 2,294 | | | | 509,590 | | |
DaVita, Inc. (a) | | | 262 | | | | 30,759 | | |
DexCom, Inc. (a) | | | 284 | | | | 105,000 | | |
Edwards Lifesciences Corp. (a) | | | 2,034 | | | | 185,562 | | |
Elanco Animal Health, Inc. (a) | | | 1,038 | | | | 31,835 | | |
Eli Lilly & Co. | | | 2,892 | | | | 488,285 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Exact Sciences Corp. (a) | | | 475 | | | $ | 62,933 | | |
Gilead Sciences, Inc. | | | 3,618 | | | | 210,785 | | |
HCA Healthcare, Inc. | | | 849 | | | | 139,627 | | |
Hologic, Inc. (a) | | | 627 | | | | 45,664 | | |
Horizon Therapeutics PLC (a) | | | 705 | | | | 51,571 | | |
Humana, Inc. | | | 396 | | | | 162,467 | | |
IDEXX Laboratories, Inc. (a) | | | 275 | | | | 137,464 | | |
Illumina, Inc. (a) | | | 411 | | | | 152,070 | | |
Incyte Corp. (a) | | | 602 | | | | 52,362 | | |
Insulet Corp. (a) | | | 152 | | | | 38,856 | | |
Intuitive Surgical, Inc. (a) | | | 368 | | | | 301,062 | | |
IQVIA Holdings, Inc. (a) | | | 619 | | | | 110,906 | | |
Johnson & Johnson | | | 8,321 | | | | 1,309,560 | | |
Laboratory Corp. of America Holdings (a) | | | 318 | | | | 64,729 | | |
Masimo Corp. (a) | | | 146 | | | | 39,183 | | |
McKesson Corp. | | | 524 | | | | 91,134 | | |
Merck & Co., Inc. | | | 8,258 | | | | 675,504 | | |
Mettler-Toledo International, Inc. (a) | | | 68 | | | | 77,498 | | |
Moderna, Inc. (a) | | | 1,142 | | | | 119,305 | | |
Molina Healthcare, Inc. (a) | | | 155 | | | | 32,965 | | |
Neurocrine Biosciences, Inc. (a) | | | 254 | | | | 24,346 | | |
PerkinElmer, Inc. | | | 342 | | | | 49,077 | | |
Pfizer, Inc. | | | 18,142 | | | | 667,807 | | |
PPD, Inc. (a) | | | 565 | | | | 19,334 | | |
Quest Diagnostics, Inc. | | | 440 | | | | 52,435 | | |
Regeneron Pharmaceuticals, Inc. (a) | | | 219 | | | | 105,801 | | |
ResMed, Inc. | | | 438 | | | | 93,101 | | |
Royalty Pharma PLC, Class A | | | 271 | | | | 13,564 | | |
Sarepta Therapeutics, Inc. (a) | | | 214 | | | | 36,485 | | |
Seagen, Inc. (a) | | | 558 | | | | 97,728 | | |
Stryker Corp. | | | 1,123 | | | | 275,180 | | |
Teladoc Health, Inc. (a) (b) | | | 443 | | | | 88,582 | | |
Teleflex, Inc. | | | 134 | | | | 55,150 | | |
The Cooper Cos., Inc. | | | 170 | | | | 61,764 | | |
Thermo Fisher Scientific, Inc. | | | 1,266 | | | | 589,677 | | |
UnitedHealth Group, Inc. | | | 3,097 | | | | 1,086,055 | | |
Varian Medical Systems, Inc. (a) | | | 295 | | | | 51,628 | | |
Veeva Systems, Inc., Class A (a) | | | 335 | | | | 91,205 | | |
Vertex Pharmaceuticals, Inc. (a) | | | 697 | | | | 164,729 | | |
Waters Corp. (a) | | | 185 | | | | 45,773 | | |
West Pharmaceutical Services, Inc. | | | 226 | | | | 64,028 | | |
Zimmer Biomet Holdings, Inc. | | | 677 | | | | 104,319 | | |
Zoetis, Inc. | | | 1,551 | | | | 256,691 | | |
| | | 13,766,706 | | |
Industrials (8.2%): | |
3M Co. | | | 1,883 | | | | 329,130 | | |
AMETEK, Inc. | | | 703 | | | | 85,021 | | |
C.H. Robinson Worldwide, Inc. | | | 425 | | | | 39,895 | | |
Carrier Global Corp. | | | 2,620 | | | | 98,826 | | |
Caterpillar, Inc. | | | 1,717 | | | | 312,529 | | |
See notes to financial statements.
14
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Cintas Corp. | | | 313 | | | $ | 110,633 | | |
Copart, Inc. (a) | | | 746 | | | | 94,929 | | |
CoStar Group, Inc. (a) | | | 121 | | | | 111,838 | | |
CSX Corp. | | | 2,207 | | | | 200,285 | | |
Cummins, Inc. | | | 478 | | | | 108,554 | | |
Deere & Co. | | | 969 | | | | 260,709 | | |
Delta Air Lines, Inc. | | | 1,950 | | | | 78,410 | | |
Dover Corp. | | | 465 | | | | 58,706 | | |
Dun & Bradstreet Holdings, Inc. (a) (b) | | | 480 | | | | 11,952 | | |
Eaton Corp. PLC | | | 1,301 | | | | 156,302 | | |
Emerson Electric Co. | | | 1,890 | | | | 151,899 | | |
Equifax, Inc. | | | 351 | | | | 67,687 | | |
Expeditors International of Washington, Inc. | | | 547 | | | | 52,025 | | |
Fastenal Co. | | | 1,854 | | | | 90,531 | | |
FedEx Corp. | | | 785 | | | | 203,802 | | |
Fortive Corp. | | | 996 | | | | 70,537 | | |
Fortune Brands Home & Security, Inc. | | | 415 | | | | 35,574 | | |
General Dynamics Corp. | | | 818 | | | | 121,735 | | |
General Electric Co. | | | 27,688 | | | | 299,030 | | |
HEICO Corp., Class A | | | 223 | | | | 26,104 | | |
Honeywell International, Inc. | | | 2,242 | | | | 476,873 | | |
IDEX Corp. | | | 242 | | | | 48,206 | | |
Illinois Tool Works, Inc. | | | 924 | | | | 188,385 | | |
Ingersoll Rand, Inc. (a) | | | 1,033 | | | | 47,063 | | |
J.B. Hunt Transport Services, Inc. | | | 261 | | | | 35,666 | | |
Jacobs Engineering Group, Inc. | | | 419 | | | | 45,654 | | |
Johnson Controls International PLC | | | 3,016 | | | | 140,515 | | |
Kansas City Southern | | | 306 | | | | 62,464 | | |
L3Harris Technologies, Inc. | | | 686 | | | | 129,668 | | |
Lennox International, Inc. | | | 111 | | | | 30,411 | | |
Lockheed Martin Corp. | | | 904 | | | | 320,902 | | |
Masco Corp. | | | 854 | | | | 46,910 | | |
Nordson Corp. | | | 163 | | | | 32,755 | | |
Norfolk Southern Corp. | | | 812 | | | | 192,939 | | |
Northrop Grumman Corp. | | | 521 | | | | 158,759 | | |
Old Dominion Freight Line, Inc. | | | 347 | | | | 67,727 | | |
Otis Worldwide Corp. | | | 1,384 | | | | 93,489 | | |
PACCAR, Inc. | | | 1,119 | | | | 96,547 | | |
Parker-Hannifin Corp. | | | 416 | | | | 113,323 | | |
Raytheon Technologies Corp. | | | 4,905 | | | | 350,757 | | |
Republic Services, Inc. | | | 668 | | | | 64,328 | | |
Rockwell Automation, Inc. | | | 375 | | | | 94,054 | | |
Rollins, Inc. | | | 929 | | | | 36,296 | | |
Roper Technologies, Inc. | | | 321 | | | | 138,380 | | |
Southwest Airlines Co. | | | 1,805 | | | | 84,131 | | |
Stanley Black & Decker, Inc. | | | 484 | | | | 86,423 | | |
Teledyne Technologies, Inc. (a) | | | 103 | | | | 40,374 | | |
The Boeing Co. | | | 1,843 | | | | 394,512 | | |
TransDigm Group, Inc. (a) | | | 157 | | | | 97,159 | | |
TransUnion | | | 556 | | | | 55,166 | | |
See notes to financial statements.
15
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Uber Technologies, Inc. (a) | | | 5,272 | | | $ | 268,872 | | |
Union Pacific Corp. | | | 2,130 | | | | 443,509 | | |
United Airlines Holdings, Inc. (a) | | | 905 | | | | 39,141 | | |
United Parcel Service, Inc., Class B | | | 2,195 | | | | 369,638 | | |
United Rentals, Inc. (a) | | | 235 | | | | 54,499 | | |
Verisk Analytics, Inc. | | | 531 | | | | 110,230 | | |
W.W. Grainger, Inc. | | | 168 | | | | 68,601 | | |
Waste Management, Inc. | | | 1,379 | | | | 162,625 | | |
Westinghouse Air Brake Technologies Corp. | | | 621 | | | | 45,457 | | |
Xylem, Inc. | | | 588 | | | | 59,853 | | |
| | | 8,568,904 | | |
IT Services (5.3%): | |
Akamai Technologies, Inc. (a) | | | 526 | | | | 55,225 | | |
Automatic Data Processing, Inc. | | | 1,400 | | | | 246,680 | | |
Black Knight, Inc. (a) | | | 367 | | | | 32,424 | | |
Booz Allen Hamilton Holdings Corp. | | | 374 | | | | 32,605 | | |
Broadridge Financial Solutions, Inc. | | | 373 | | | | 57,144 | | |
Cognizant Technology Solutions Corp., Class A | | | 1,708 | | | | 139,971 | | |
EPAM Systems, Inc. (a) | | | 183 | | | | 65,578 | | |
Fidelity National Information Services, Inc. | | | 2,004 | | | | 283,486 | | |
Fiserv, Inc. (a) | | | 1,751 | | | | 199,369 | | |
FleetCor Technologies, Inc. (a) | | | 235 | | | | 64,115 | | |
Gartner, Inc. (a) | | | 291 | | | | 46,615 | | |
Global Payments, Inc. | | | 864 | | | | 186,123 | | |
GoDaddy, Inc., Class A (a) | | | 213 | | | | 17,668 | | |
International Business Machines Corp. | | | 2,847 | | | | 358,380 | | |
Jack Henry & Associates, Inc. | | | 241 | | | | 39,040 | | |
Leidos Holdings, Inc. | | | 460 | | | | 48,355 | | |
Mastercard, Inc., Class A | | | 2,923 | | | | 1,043,336 | | |
MongoDB, Inc. (a) | | | 6 | | | | 2,154 | | |
Okta, Inc. (a) | | | 119 | | | | 30,257 | | |
Paychex, Inc. | | | 1,025 | | | | 95,510 | | |
PayPal Holdings, Inc. (a) | | | 3,784 | | | | 886,213 | | |
Square, Inc., Class A (a) | | | 777 | | | | 169,106 | | |
Twilio, Inc., Class A (a) | | | 246 | | | | 83,271 | | |
VeriSign, Inc. (a) | | | 329 | | | | 71,196 | | |
Visa, Inc., Class A | | | 5,739 | | | | 1,255,291 | | |
| | | 5,509,112 | | |
Materials (1.7%): | |
Air Products & Chemicals, Inc. | | | 714 | | | | 195,079 | | |
Ball Corp. | | | 989 | | | | 92,156 | | |
Celanese Corp. | | | 353 | | | | 45,869 | | |
Corteva, Inc. | | | 2,432 | | | | 94,167 | | |
Dow, Inc. | | | 2,243 | | | | 124,487 | | |
DuPont de Nemours, Inc. (b) | | | 2,370 | | | | 168,531 | | |
Ecolab, Inc. | | | 873 | | | | 188,882 | | |
FMC Corp. | | | 374 | | | | 42,984 | | |
Freeport-McMoRan, Inc. | | | 4,692 | | | | 122,086 | | |
International Flavors & Fragrances, Inc. (b) | | | 283 | | | | 30,802 | | |
See notes to financial statements.
16
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
International Paper Co. | | | 1,134 | | | $ | 56,382 | | |
Martin Marietta Materials, Inc. | | | 203 | | | | 57,646 | | |
Newmont Corp. | | | 2,594 | | | | 155,354 | | |
Nucor Corp. | | | 882 | | | | 46,914 | | |
PPG Industries, Inc. | | | 771 | | | | 111,194 | | |
RPM International, Inc. | | | 353 | | | | 32,045 | | |
Southern Copper Corp. | | | 292 | | | | 19,015 | | |
The Sherwin-Williams Co. | | | 284 | | | | 208,713 | | |
Vulcan Materials Co. | | | 419 | | | | 62,142 | | |
| | | 1,854,448 | | |
Real Estate (2.6%): | |
Alexandria Real Estate Equities, Inc. | | | 464 | | | | 82,694 | | |
American Tower Corp. | | | 1,450 | | | | 325,467 | | |
AvalonBay Communities, Inc. | | | 480 | | | | 77,006 | | |
Boston Properties, Inc. | | | 492 | | | | 46,509 | | |
CBRE Group, Inc., Class A (a) | | | 1,083 | | | | 67,926 | | |
Crown Castle International Corp. | | | 1,334 | | | | 212,359 | | |
Digital Realty Trust, Inc. | | | 963 | | | | 134,348 | | |
Duke Realty Corp. | | | 1,278 | | | | 51,082 | | |
Equinix, Inc. | | | 306 | | | | 218,539 | | |
Equity LifeStyle Properties, Inc. | | | 626 | | | | 39,663 | | |
Equity Residential | | | 1,202 | | | | 71,255 | | |
Essex Property Trust, Inc. | | | 224 | | | | 53,182 | | |
Extra Space Storage, Inc. | | | 444 | | | | 51,442 | | |
Healthpeak Properties, Inc. | | | 1,850 | | | | 55,926 | | |
Invitation Homes, Inc. | | | 1,926 | | | | 57,202 | | |
Mid-America Apartment Communities, Inc. | | | 393 | | | | 49,789 | | |
Prologis, Inc. | | | 2,540 | | | | 253,136 | | |
Public Storage | | | 541 | | | | 124,933 | | |
Realty Income Corp. | | | 1,134 | | | | 70,501 | | |
SBA Communications Corp. | | | 382 | | | | 107,774 | | |
Simon Property Group, Inc. | | | 1,051 | | | | 89,629 | | |
Sun Communities, Inc. | | | 370 | | | | 56,222 | | |
Ventas, Inc. | | | 1,287 | | | | 63,114 | | |
VICI Properties, Inc. | | | 1,844 | | | | 47,022 | | |
W.P. Carey, Inc. | | | 603 | | | | 42,560 | | |
Welltower, Inc. | | | 1,434 | | | | 92,665 | | |
Weyerhaeuser Co. | | | 2,205 | | | | 73,934 | | |
| | | 2,615,879 | | |
Semiconductors & Semiconductor Equipment (5.1%): | |
Advanced Micro Devices, Inc. (a) | | | 3,926 | | | | 360,053 | | |
Analog Devices, Inc. | | | 1,206 | | | | 178,162 | | |
Applied Materials, Inc. | | | 2,824 | | | | 243,711 | | |
Broadcom, Inc. | | | 1,028 | | | | 450,110 | | |
Intel Corp. | | | 13,375 | | | | 666,343 | | |
KLA Corp. | | | 437 | | | | 113,144 | | |
Lam Research Corp. | | | 440 | | | | 207,799 | | |
Marvell Technology Group Ltd. | | | 1,681 | | | | 79,915 | | |
Maxim Integrated Products, Inc. | | | 781 | | | | 69,236 | | |
See notes to financial statements.
17
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Microchip Technology, Inc. | | | 805 | | | $ | 111,179 | | |
Micron Technology, Inc. (a) | | | 3,633 | | | | 273,129 | | |
Monolithic Power Systems, Inc. | | | 143 | | | | 52,371 | | |
NVIDIA Corp. | | | 1,978 | | | | 1,032,911 | | |
Qorvo, Inc. (a) | | | 345 | | | | 57,363 | | |
QUALCOMM, Inc. | | | 3,691 | | | | 562,287 | | |
Skyworks Solutions, Inc. | | | 536 | | | | 81,944 | | |
Teradyne, Inc. | | | 536 | | | | 64,261 | | |
Texas Instruments, Inc. | | | 2,996 | | | | 491,733 | | |
Xilinx, Inc. | | | 792 | | | | 112,282 | | |
| | | 5,207,933 | | |
Software (9.4%): | |
Adobe, Inc. (a) | | | 1,467 | | | | 733,675 | | |
ANSYS, Inc. (a) | | | 277 | | | | 100,773 | | |
Autodesk, Inc. (a) | | | 701 | | | | 214,043 | | |
Cadence Design Systems, Inc. (a) | | | 901 | | | | 122,923 | | |
Ceridian HCM Holding, Inc. (a) | | | 264 | | | | 28,132 | | |
Citrix Systems, Inc. | | | 385 | | | | 50,089 | | |
Cloudflare, Inc., Class A (a) | | | 126 | | | | 9,575 | | |
Coupa Software, Inc. (a) | | | 218 | | | | 73,882 | | |
Crowdstrike Holdings, Inc., Class A (a) | | | 68 | | | | 14,404 | | |
Datadog, Inc., Class A (a) | | | 83 | | | | 8,171 | | |
DocuSign, Inc. (a) | | | 585 | | | | 130,046 | | |
Dynatrace, Inc. (a) | | | 640 | | | | 27,693 | | |
Fair Isaac Corp. (a) | | | 91 | | | | 46,505 | | |
Fortinet, Inc. (a) | | | 468 | | | | 69,512 | | |
HubSpot, Inc. (a) | | | 132 | | | | 52,330 | | |
Intuit, Inc. | | | 785 | | | | 298,182 | | |
Microsoft Corp. | | | 23,897 | | | | 5,315,170 | | |
NortonLifeLock, Inc. | | | 1,667 | | | | 34,640 | | |
Oracle Corp. | | | 6,414 | | | | 414,922 | | |
Paycom Software, Inc. (a) | | | 157 | | | | 71,003 | | |
PTC, Inc. (a) | | | 333 | | | | 39,830 | | |
RingCentral, Inc., Class A (a) | | | 234 | | | | 88,679 | | |
salesforce.com, Inc. (a) | | | 2,861 | | | | 636,657 | | |
ServiceNow, Inc. (a) | | | 617 | | | | 339,615 | | |
Slack Technologies, Inc., Class A (a) | | | 930 | | | | 39,283 | | |
Splunk, Inc. (a) | | | 463 | | | | 78,659 | | |
SS&C Technologies Holdings, Inc. | | | 774 | | | | 56,309 | | |
Synopsys, Inc. (a) | | | 451 | | | | 116,917 | | |
The Trade Desk, Inc., Class A (a) | | | 98 | | | | 78,498 | | |
Tyler Technologies, Inc. (a) | | | 127 | | | | 55,438 | | |
VMware, Inc., Class A (a) (b) | | | 260 | | | | 36,468 | | |
Workday, Inc., Class A (a) | | | 318 | | | | 76,196 | | |
Zendesk, Inc. (a) | | | 349 | | | | 49,949 | | |
Zoom Video Communications, Inc., Class A (a) | | | 78 | | | | 26,311 | | |
Zscaler, Inc. (a) | | | 267 | | | | 53,323 | | |
| | | 9,587,802 | | |
See notes to financial statements.
18
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Technology Hardware, Storage & Peripherals (7.4%): | |
Apple, Inc. | | | 54,908 | | | $ | 7,285,742 | | |
Dell Technologies, Inc., Class C (a) | | | 718 | | | | 52,622 | | |
Hewlett Packard Enterprise Co. | | | 3,935 | | | | 46,630 | | |
HP, Inc. | | | 4,436 | | | | 109,081 | | |
NetApp, Inc. | | | 537 | | | | 35,571 | | |
Western Digital Corp. | | | 972 | | | | 53,839 | | |
| | | 7,583,485 | | |
Utilities (2.6%): | |
Alliant Energy Corp. | | | 807 | | | | 41,585 | | |
Ameren Corp. | | | 756 | | | | 59,013 | | |
American Electric Power Co., Inc. | | | 1,518 | | | | 126,404 | | |
American Water Works Co., Inc. | | | 592 | | | | 90,854 | | |
Atmos Energy Corp. | | | 376 | | | | 35,882 | | |
Avangrid, Inc. | | | 191 | | | | 8,681 | | |
CenterPoint Energy, Inc. | | | 1,572 | | | | 34,018 | | |
CMS Energy Corp. | | | 866 | | | | 52,835 | | |
Consolidated Edison, Inc. | | | 1,093 | | | | 78,991 | | |
Dominion Energy, Inc. | | | 2,663 | | | | 200,258 | | |
DTE Energy Co. | | | 519 | | | | 63,012 | | |
Duke Energy Corp. | | | 2,402 | | | | 219,927 | | |
Edison International | | | 1,222 | | | | 76,766 | | |
Entergy Corp. | | | 647 | | | | 64,596 | | |
Evergy, Inc. | | | 733 | | | | 40,689 | | |
Eversource Energy | | | 1,025 | | | | 88,673 | | |
Exelon Corp. | | | 3,184 | | | | 134,428 | | |
FirstEnergy Corp. | | | 1,771 | | | | 54,210 | | |
NextEra Energy, Inc. | | | 6,394 | | | | 493,297 | | |
PG&E Corp. (a) | | | 4,705 | | | | 58,624 | | |
PPL Corp. | | | 2,483 | | | | 70,021 | | |
Public Service Enterprise Group, Inc. | | | 1,634 | | | | 95,262 | | |
Sempra Energy | | | 842 | | | | 107,279 | | |
The AES Corp. | | | 2,011 | | | | 47,259 | | |
The Southern Co. | | | 3,447 | | | | 211,749 | | |
WEC Energy Group, Inc. | | | 943 | | | | 86,784 | | |
Xcel Energy, Inc. | | | 1,480 | | | | 98,672 | | |
| | | 2,739,769 | | |
Total Common Stocks (Cost $29,733,621) | | | 102,458,667 | | |
See notes to financial statements.
19
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Collateral for Securities Loaned ^(0.5%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (c) | | | 9,646 | | | $ | 9,646 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (c) | | | 331,383 | | | | 331,383 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.04% (c) | | | 4,814 | | | | 4,814 | | |
JPMorgan Prime Money Market Fund, Capital Class, 0.12% (c) | | | 38,382 | | | | 38,382 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.09% (c) | | | 172,575 | | | | 172,575 | | |
Total Collateral for Securities Loaned (Cost $556,800) | | | 556,800 | | |
Total Investments (Cost $30,290,421) — 99.5% | | | 103,015,467 | | |
Other assets in excess of liabilities — 0.5% | | | 556,001 | | |
NET ASSETS — 100.00% | | $ | 103,571,468 | | |
^ Purchased with cash collateral from securities on loan.
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate disclosed is the daily yield on December 31, 2020.
PLC — Public Limited Company
Futures Contracts Purchased
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
E-Mini S&P 500 Futures | | | 5 | | | 3/31/21 | | $ | 922,695 | | | $ | 937,200 | | | $ | 14,505 | | |
| | Total unrealized appreciation | | | | | | | | $ | 14,505 | | |
| | Total unrealized depreciation | | | | | | | | | — | | |
| | Total net unrealized appreciation (depreciation) | | | | | | | | $ | 14,505 | | |
See notes to financial statements.
20
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2020 | |
| | Victory 500 Index VIP Series | |
ASSETS: | |
Investments, at value (Cost $30,290,421) | | $ | 103,015,467 | (a) | |
Cash and cash equivalents | | | 787,935 | | |
Deposit with brokers for futures contracts | | | 218,962 | | |
Receivables: | |
Interest and dividends | | | 70,520 | | |
Capital shares issued | | | 126,036 | | |
Variation margin on open futures contracts | | | 6,507 | | |
From Adviser | | | 56,161 | | |
Prepaid expenses | | | 1,437 | | |
Total Assets | | | 104,283,025 | | |
LIABILITIES: | |
Payables: | |
Collateral received on loaned securities | | | 556,800 | | |
Capital shares redeemed | | | 83,685 | | |
Variation margin payable on open futures contracts | | | 383 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 21,508 | | |
Administration fees | | | 5,270 | | |
Custodian fees | | | 887 | | |
Transfer agent fees | | | 11,421 | | |
Compliance fees | | | 71 | | |
Trustees' fees | | | 3 | | |
Other accrued expenses | | | 31,529 | | |
Total Liabilities | | | 711,557 | | |
NET ASSETS: | |
Capital | | | 19,176,071 | | |
Total accumulated earnings/(loss) | | | 84,395,397 | | |
Net Assets | | $ | 103,571,468 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 5,848,554 | | |
Net asset value: | | $ | 17.71 | | |
(a) Includes $542,878 of securities on loan.
See notes to financial statements.
21
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2020 | |
| | Victory 500 Index VIP Series | |
Investment Income: | |
Dividends | | $ | 1,612,411 | | |
Interest | | | 2,249 | | |
Securities lending (net of fees) | | | 1,638 | | |
Total Income | | | 1,616,298 | | |
Expenses: | |
Investment advisory fees | | | 232,760 | | |
Administration fees | | | 56,608 | | |
Sub-Administration fees | | | 15,000 | | |
Custodian fees | | | 5,300 | | |
Transfer agent fees | | | 127,490 | | |
Trustees' fees | | | 8,822 | | |
Compliance fees | | | 813 | | |
Legal and audit fees | | | 49,445 | | |
Other expenses | | | 42,461 | | |
Total Expenses | | | 538,699 | | |
Expenses waived/reimbursed by Adviser | | | (277,986 | ) | |
Net Expenses | | | 260,713 | | |
Net Investment Income (Loss) | | | 1,355,585 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 13,201,736 | | |
Net realized gains (losses) from futures contracts | | | 95,775 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | 2,338,386 | | |
Net change in unrealized appreciation/depreciation on futures contracts | | | 1,745 | | |
Net realized/unrealized gains (losses) on investments | | | 15,637,642 | | |
Change in net assets resulting from operations | | $ | 16,993,227 | | |
See notes to financial statements.
22
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory 500 Index VIP Series | |
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 1,355,585 | | | $ | 1,856,067 | | |
Net realized gains (losses) from investments | | | 13,297,511 | | | | 24,376,343 | | |
Net change in unrealized appreciation/depreciation on investments | | | 2,340,131 | | | | 3,568,158 | | |
Change in net assets resulting from operations | | | 16,993,227 | | | | 29,800,568 | | |
Change in net assets resulting from distributions to shareholders | | | (24,831,812 | ) | | | (12,905,780 | ) | |
Change in net assets resulting from capital transactions | | | 11,270,904 | | | | (23,187,353 | ) | |
Change in net assets | | | 3,432,319 | | | | (6,292,565 | ) | |
Net Assets: | |
Beginning of period | | | 100,139,149 | | | | 106,431,714 | | |
End of period | | $ | 103,571,468 | | | $ | 100,139,149 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 7,131,815 | | | $ | 4,642,884 | | |
Distributions reinvested | | | 24,831,812 | | | | 12,905,780 | | |
Cost of shares redeemed | | | (20,692,723 | ) | | | (40,736,017 | ) | |
Change in net assets resulting from capital transactions | | $ | 11,270,904 | | | $ | (23,187,353 | ) | |
Share Transactions: | |
Issued | | | 377,915 | | | | 240,425 | | |
Reinvested | | | 1,400,173 | | | | 663,420 | | |
Redeemed | | | (1,104,892 | ) | | | (2,019,404 | ) | |
Change in Shares | | | 673,196 | | | | (1,115,559 | ) | |
See notes to financial statements.
23
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | | | Investment Activities | | Distributions to Shareholders From | |
| | Net Asset Value, Beginning of Period | | Net Investment Income (Loss)(a) | | Net Realized and Unrealized Gains (Losses) on Investments | | Total from Investment Activities | | Net Investment Income | | Net Realized Gains from Investments | | Total Distributions | |
Victory S&P 500 Index VIP Series | |
Year Ended 12/31/20 | | $ | 19.35 | | | | 0.28 | | | | 3.53 | | | | 3.81 | | | | (0.32 | ) | | | (5.13 | ) | | | (5.45 | ) | |
Year Ended 12/31/19 | | $ | 16.92 | | | | 0.34 | | | | 4.88 | | | | 5.22 | | | | (0.37 | ) | | | (2.42 | ) | | | (2.79 | ) | |
Year Ended 12/31/18 | | $ | 19.06 | | | | 0.32 | | | | (1.21 | ) | | | (0.89 | ) | | | (0.02 | ) | | | (1.23 | ) | | | (1.25 | ) | |
Year Ended 12/31/17 | | $ | 15.98 | | | | 0.30 | | | | 3.15 | | | | 3.45 | | | | (0.33 | ) | | | (0.04 | ) | | | (0.37 | ) | |
Year Ended 12/31/16 | | $ | 14.84 | | | | 0.28 | | | | 1.46 | | | | 1.74 | | | | (0.32 | ) | | | (0.28 | ) | | | (0.60 | ) | |
(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) Amount is less than $0.005 per share.
(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).
See notes to financial statements.
24
Victory Variable Insurance Funds | | Financial Highlights — continued | |
For a Share Outstanding Throughout Each Period
| | | | Ratios to Average Net Assets | | Supplemental Data | |
| | Capital Contribution from Prior Custodian, Net (See Note 8) | | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory S&P 500 Index VIP Series | |
Year Ended 12/31/20 | | | — | | | $ | 17.71 | | | | 20.13 | % | | | 0.28 | % | | | 1.46 | % | | | 0.58 | % | | $ | 103,571 | | | | 13 | % | |
Year Ended 12/31/19 | | | — | | | $ | 19.35 | | | | 31.04 | % | | | 0.28 | % | | | 1.71 | % | | | 0.52 | % | | $ | 100,139 | | | | 3 | % | |
Year Ended 12/31/18 | | | — | | | $ | 16.92 | | | | (4.65 | )% | | | 0.28 | % | | | 1.65 | % | | | 0.38 | % | | $ | 106,432 | | | | 3 | % | |
Year Ended 12/31/17 | | | — | | | $ | 19.06 | | | | 21.60 | % | | | 0.28 | % | | | 1.70 | % | | | 0.41 | % | | $ | 129,081 | | | | 3 | % | |
Year Ended 12/31/16 | | | — | (c) | | $ | 15.98 | | | | 11.75 | %(d) | | | 0.28 | % | | | 1.84 | % | | | 0.37 | % | | $ | 120,157 | | | | 4 | % | |
See notes to financial statements.
25
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2020 | |
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 investment company. The Trust is comprised of eight 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. Victory 500 Index VIP Series (formerly Victory S&P 500 Index VIP Series) (the "Fund"), a series of the Trust, offers a single class of shares: Class I Shares. The Fund's shares are only available for purchase by certain separate accounts of insurance companies as investments for certain variable annuity plans and variable life insurance contracts issued by those insurance companies. The accompanying financial statements are those of the Fund.
Effective February 28, 2020, the Fund changed its name from Victory S&P 500 Index VIP Series and changed its benchmark index from the S&P 500® Index.
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 Generally Accepted Accounting Principles 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 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.
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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.
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 Trust's Board of Trustees (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.
A summary of the valuations as of December 31, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments.
| | Level 1 | | Level 2 | | Level 3 | | Total | |
Common Stocks | | $ | 102,458,667 | | | $ | — | | | $ | — | | | $ | 102,458,667 | | |
Collateral for Securities Loaned | | | 556,800 | | | | — | | | | — | | | | 556,800 | | |
Total | | $ | 103,015,467 | | | $ | — | | | $ | — | | | $ | 103,015,467 | | |
Other Financial Investments^: | |
Assets: | |
Futures | | $ | 14,505 | | | $ | — | | | $ | — | | | $ | 14,505 | | |
Total | | $ | 14,505 | | | $ | — | | | $ | — | | | $ | 14,505 | | |
^ Futures Contracts are valued at the unrealized appreciation (depreciation) on the investment.
For the year ended December 31, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.
Investment Companies:
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.
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.
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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.
For the year ended December 31, 2020, the Fund entered into futures contracts primarily for the strategy of hedging or other purposes, including but not limited to, providing liquidity and equitizing cash.
Offsetting of Financial Assets and Derivatives Assets:
The Fund is subject to various Master Netting Arrangements, which govern the terms of certain transactions with select counterparties. The Master Netting Arrangements allow the Fund to close out and net total exposure to a counterparty in the event of a default with respect to all the transactions governed under a single agreement with a counterparty. The Master Netting Arrangements also specify collateral posting arrangements at pre-arranged exposure levels. Under the Master Netting Arrangements, collateral is routinely transferred if the total net exposure to certain transactions (net of existing collateral already in place) governed under the relevant Master Netting Arrangement with a counterparty in a given account exceeds a specified threshold depending on the counterparty and the type of Master Netting Arrangement.
The table below, as of December 31, 2020, discloses both gross information and net information about instruments and transactions eligible for offset on the Statement of Assets and Liabilities and instruments and transactions that are subject to an agreement similar to a master netting agreement as well as amounts related to collateral held at clearing brokers and counterparties.
| | | | Gross Amounts not offset in the Statement of Assets and Liabilities | |
| | Gross Amounts of Recognized Assets | | Gross Amounts Available for Offset | | Net Amounts Presented in the Statement of Assets and Liabilities | | Financial Instruments for Offset | | Cash Collateral Received | | Net Amount | |
Futures Contracts - Goldman Sachs & Co. | | $ | 6,507 | | | $ | — | | | $ | 6,507 | | | $ | (383 | ) | | $ | — | | | $ | 6,124 | | |
| | | | Gross Amounts not offset in the Statement of Assets and Liabilities | |
| | Gross Amounts of Recognized Liabilities | | Gross Amounts Available for Offset | | Net Amounts Presented on the Statement of Assets and Liabilities | | Financial Instruments for Offset | | Cash Collateral Pledged** | | Net Amount | |
Futures Contracts - Goldman Sachs & Co. | | $ | 383 | | | $ | — | | | $ | 383 | | | $ | (383 | ) | | $ | — | | | $ | — | | |
* Cash collateral pledged may be in excess of the amounts shown in the table. The total cash collateral pledged by the Fund is disclosed on the Statement of Assets and Liabilities.
28
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
Summary of Derivative Instruments:
The following table presents the effect of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of December 31, 2020.
| | Assets | |
| | Variation Margin Receivable on Open Futures Contracts* | |
Equity Risk Exposure | | $ | 14,505 | | |
* Includes cumulative appreciation (depreciation) of futures contracts on the Schedule of Portfolio 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 year ended December 31, 2020.
| | 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 Contracts | | Net Change in Unrealized Appreciation/Depreciation on Futures Contracts | |
Equity Risk Exposure | | $ | 95,775 | | | $ | 1,745 | | |
All open derivative positions at year end are reflected on the Fund's Schedule of Portfolio Investments. The underlying face value of open derivative positions relative to the Fund's net assets at year end is generally representative of the notional amount of open positions to net assets throughout the year.
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 determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted on the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays the Agent various fees in connection with the
29
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering their 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 which are subject to offset under the MSLA as of December 31, 2020. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.
Gross Amount of Recognized Assets (Value of | | Value of Cash | | Value of Non-cash Collateral Received by Maturity | | | |
Securities on Loan) | | Collateral Received* | | <30 Days | | Between 30 & 90 days | | > 90 Days | | Net Amount | |
$ | 542,878 | | | $ | 542,878 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by the Fund is disclosed on the 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 years, which includes the current fiscal tax year end). 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 in the Trust, or jointly with an affiliated trust, are allocated among the 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 year ended December 31, 2020, were as follows:
| | Excluding U.S. Government Securities | |
| | Purchases | | Sales | |
| | | | $ | 11,985,164 | | | $ | 24,600,077 | | |
For the year ended December 31, 2020, there were no purchases or sales of U.S. Government Securities.
30
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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. Amounts incurred and paid to VCM for the year ended December 31, 2020, are reflected on the Statement of Operations as Investment advisory fees.
Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive 0.25% of the average daily net assets of the Fund. The Adviser may use its resources to assist with the Fund's distribution and marketing expenses.
VCM also serves as the Fund's administrator and fund accountant. Under the Administration, Servicing 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 "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Administration fees.
Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to the 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 out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Sub-Administration fees.
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Custodian fees.
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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Transfer agent fees.
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 aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Compliance fees.
Sidley Austin LLP provides legal services to the Trust.
Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses 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 limits. As of December 31, 2020, the expense limit (excluding voluntary waivers) is 0.28%.
31
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the year, if any, are reflected on the Statement of Operations as Recoupment of prior expenses waived/reimbursed by Adviser.
As of December 31, 2020, the following amounts are available to be repaid to the Adviser. The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at December 31, 2020.
Expires December 31, 2021 | | Expires December 31, 2022 | | Expires December 31, 2023 | | Total | |
$ | 126,360 | | | $ | 260,434 | | | $ | 277,986 | | | $ | 664,780 | | |
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 year ended December 31, 2020.
Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, Custodian, Distributor, and Legal Counsel.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company's earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fire and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Passive Investment Risk/Index Risk — The Fund is designed to track an index and is not actively managed. The Fund will not buy or sell shares of an equity security due to current or projected performance of a security, industry or sector, unless that security is added to or removed, respectively, from the index. The Fund does not, therefore, seek returns in excess of the index, and does not attempt to take defensive positions or hedge against potential risks unless such defensive positions are also taken by the index.
Geopolitical/Natural Disaster Risk — An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19
32
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.
6. Borrowing and Interfund Lending:
Line of Credit:
For the year ended December 31, 2020, the Victory Funds Complex and USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex and USAA Mutual Funds Complex, combined, may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund (herein, the "Fund"), another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended December 31, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Line of credit fees.
The Fund did not utilize the Line of Credit during the year ended December 31, 2020.
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, that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending.
The Fund did not utilize the Facility during the year ended December 31, 2020.
7. Federal Income Tax Information:
Dividends from net investment income, if any, are declared and paid annually 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 (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distributions reclassification), 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
33
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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.
As of December 31, 2020, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:
Total Accumulated Earnings/(Loss) | | Capital | |
$ | 3 | | | $ | (3 | ) | |
The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid):
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
| | Distributions paid from | | | | Distributions paid from | | | |
| | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
| | | | $ | 2,003,390 | | | $ | 22,828,422 | | | $ | 24,831,812 | | | $ | 1,891,446 | | | $ | 11,014,334 | | | $ | 12,905,780 | | |
As of December 31, 2020, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Loss) | |
$ | 1,521,593 | | | $ | 12,703,983 | | | $ | 14,225,576 | | | $ | 70,169,821 | | | $ | 84,395,397 | | |
* The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales and passive foreign investment company adjustments.
As of December 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.
As of December 31, 2020, 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) | |
$ | 32,845,646 | | | $ | 73,000,845 | | | $ | (2,831,024 | ) | | $ | 70,169,821 | | |
8. Capital Contribution from Prior Custodian:
During 2016, the Fund received notification from the Fund's prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to 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 activities in question, 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.
34
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 December 31, 2020, the shareholder listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund. Shareholders of record may hold Fund shares for the benefit of their customers.
Shareholder | | Percent | |
GIAC* | | | 100.0 | %* | |
* The Guardian Insurance & Annuity Company, Inc. ("GIAC") is a wholly owned subsidiary of The Guardian Life Insurance Company of America. The amount represents indirect interests of variable annuity contract holders or variable life policyholders.
35
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory 500 Index VIP Series (formerly, Victory S&P 500 Index VIP Series) (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2020, the related statement of operations for the year then ended and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116168_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2021
36
Victory Variable Insurance Funds | | Supplemental Information December 31, 2020 | |
(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 nine Trustees, eight 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 date of birth, 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 eight portfolios in the Trust, 42 portfolios in Victory Portfolios and 27 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. David C. Brown is a Trustee of USAA Mutual Funds Trust and oversees 46 portfolios of the USAA Mutual Funds Trust. 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 Date of Birth | | 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, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D.T. Andrews, Born April 1947 | | 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). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015). | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | Trustee, RS Investment Trust and RS Variable Products Trust (November 2011-July 2016). | |
37
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Name and Age | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | 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. | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | 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, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | Trustee, USAA Mutual Funds Trust. | |
* 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.
38
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, 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 Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | 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, Born March 1984 | | 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 Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, Born April 1960 | | 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, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
39
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Proxy Voting and Portfolio Holdings Information
Proxy Voting:
Information regarding the policies and procedures 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 quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's web site at www.sec.gov.
Expense Example
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 July 1, 2020, through December 31, 2020.
The Actual Expense figures in the table below provide 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 "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
The Hypothetical Expense figures in the table below provide 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 shareholder reports of other funds.
Please note 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 7/1/2020 | | Actual Ending Account Value 12/31/2020 | | Hypothetical Ending Account Value 12/31/2020 | | Actual Expenses Paid During Period 7/1/20-12/31/20* | | Hypothetical Expenses Paid During Period 7/1/20-12/31/20* | | Annualized Expense Ratio During Period 7/1/20-12/31/20 | |
$ | 1,000.00 | | | $ | 1,233.20 | | | $ | 1,023.73 | | | $ | 1.57 | | | $ | 1.42 | | | | 0.28 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/366 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
40
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Additional Federal Income Tax Information
For the year ended December 31, 2020, the Fund paid qualified dividend income for the purposes of reduced individual federal income tax rates of 100%.
Dividends qualified for corporate dividends received deductions of 100%.
For the year ended December 31, 2020, the Fund designated short-term and long-term capital gain distributions in the amount of $141,361 and $22,828,422, respectively.
41
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on December 2, 2020. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at a meeting on October 27, 2020, called for the purpose of reviewing the Agreement. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund, which also serves as independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by an independent consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows;
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. In addition, the Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by an independent consultant and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of the Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the independent consultant's methodology as compared to the prior year,
42
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which are generally viewed as a method by which an investment adviser shares any economies of scale with a fund as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below, and would consider breakpoints at a future time if the Fund's assets were to grow significantly.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index, noting that the Fund's investment objective is to track its benchmark index before fees and expenses. The Board recognized that the performance of the Fund is net of expenses, while the performance of the benchmark index reflects gross returns and as a result, the Fund generally will underperform its benchmark index due to fees and expenses. The Board considered the Fund's tracking error as a factor in evaluating performance.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.
The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for all of the periods reviewed, and outperformed the peer group median for all of the periods reviewed.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
43
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2020 | |
(Unaudited)
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
44
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-CSR/0001104659-21-029006/j2116168_za007.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SPIVIP-AR (12/20)
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116169_aa001.jpg)
December 31, 2020
Annual Report
Victory Variable Insurance Funds
Victory Sophus Emerging Markets VIP Series
Beginning January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund's shareholder reports may no longer be sent by mail from the insurance company that issued your variable annuity and variable life insurance contract, unless you specifically request paper copies of the reports from your insurance company. Instead, the reports will be made available on www.victoryfunds.com. The insurance company that offers your contract may also make these reports available on a website, and such insurance company will notify you by mail each time a report is posted and provide you with a website link to access the report.
If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the insurance company electronically by following the instructions provided by the insurance company.
If offered by your insurance company, you may elect to receive all future reports in paper and free of charge from the insurance company. You can inform your insurance company that you wish to continue receiving paper copies of your reports. Your election to receive reports in paper will apply to all funds available under your contract.
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
Shareholder Letter (Unaudited) | | | 3 | | |
Managers' Commentary (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 8 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 9 | | |
Schedule of Portfolio Investments | | | 10 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 17 | | |
Statement of Operations | | | 18 | | |
Statements of Changes in Net Assets | | | 19 | | |
Financial Highlights | | | 20 | | |
Notes to Financial Statements | | | 22 | | |
Report of Independent Registered Public Accounting Firm | | | 31 | | |
Supplemental Information (Unaudited) | |
Trustees' and Officers' Information | | | 32 | | |
Proxy Voting and Portfolio Holdings Information | | | 35 | | |
Expense Example | | | 35 | | |
Additional Federal Income Tax Information | | | 36 | | |
Advisory Contract Renewal | | | 37 | | |
Privacy Policy (inside back cover) | | | |
The Fund is distributed by Victory Capital Services, 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 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
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2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
When we look back on 2020, we will undoubtedly remember it as an extraordinary year. A year ago, no one could have imagined the unusual events that would challenge us personally, professionally, and collectively as a nation. But in retrospect, the trajectory of financial markets over the past year was nothing short of extraordinary.
The year began with rudimentary worries, such as economic growth rates, trade deals, and interest rates. But a novel coronavirus and the subsequent worldwide spread of COVID-19 became an unprecedented event. To combat the pandemic, governments everywhere issued austere shelter-in-place orders, and the global economy slowed markedly. Equity markets sold off sharply in March and April, and second quarter U.S. GDP contracted by an alarming annual rate of 31.4%.
It's no surprise that so many investors flocked to the perceived safety of U.S. Treasurys. Meanwhile, liquidity evaporated (for a short spell) in many other segments of the fixed income market, including higher-yielding credits and municipal bonds. The outlook was tenuous, and credit spreads widened while prices declined for most securities perceived to be higher risk.
A response, however, came swiftly. The U.S. Federal Reserve (the "Fed") and other monetary authorities worldwide leapt into action — cutting interest rates, (re)starting quantitative easing and, in the case of the Fed, launching an array of programs to provide liquidity to stabilize fixed-income markets. The U.S. government also stepped up to provide fiscal stimulus in the form of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act).
It was impressive how quickly those actions helped end the stock market's freefall and restore order across much of the fixed-income universe. The rebound was almost as robust as the drawdown, and third-quarter GDP (the most recent finalized data available) grew at a 33.4% annualized rate.
Late in the year, markets were alternately fueled and roiled by a contentious election season, growing optimism for an effective vaccine, and a fluid debate regarding the need for additional fiscal stimulus. Ultimately, stocks were propelled higher in the fourth quarter when it became clear the United States Congress would provide another dose of fiscal stimulus in the form of direct payments, more unemployment insurance, and additional aid to businesses.
Through all the unprecedented events and extreme volatility, the S&P 500® Index registered an impressive annual return of 18.40% for the 12-month period ended December 31, 2020. Meanwhile, the yield on 10-year U.S. Treasurys declined 95 basis points over the same period, reflecting both the Fed's interest rate cuts and its pledge to keep rates low longer. The yield on 10-Year U.S. Treasurys was 0.93% as of December 31, 2020.
While markets endured and performed admirably during 2020, perhaps the key takeaway is that the unexpected can and will happen. That's why it's important to
3
remain focused on your long-term investment goals and avoid making emotional decisions. Moreover, we continue to have confidence in all of Victory Capital's autonomous Investment Franchises and their ability to navigate the ups and downs.
On the following pages, you will find information relating to your Victory Funds investment. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863, or visit our website at www.vcm.com.
My colleagues and I sincerely appreciate the confidence you have placed in the Victory Funds, and we value the opportunity to help meet your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116169_ba003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory Sophus Emerging Markets VIP Series
Managers' Commentary
(Unaudited)
What were the market conditions during the reporting period?
The year 2020 was intense, to say the least. The incredible pace at which the pandemic spread, and the subsequent widespread lockdowns caused a steep and rapid sell-off in global markets in the first quarter. This was followed by massive monetary and fiscal stimulus measures from central banks across the globe to help prop up economies, translating to a global equity market recovery. The fourth quarter brought news of therapeutics and an effective vaccine for the disease caused by a novel coronavirus ("COVID-19"), causing a strong cyclical rally as investors began to invest for a post-pandemic world. For the year ended December 31, 2020, emerging markets equities returned 18.31%, supported for much of the year by strength in Chinese equities and a weakening U.S. dollar.
In the first quarter, emerging markets declined 23.60% as global markets tumbled on recession fears triggered by the COVID-19 pandemic. Adding fuel to the fire was an oil price war following a breakdown in the OPEC+ alliance. In the second half of the quarter, as COVID-19 shifted from East Asia to the rest of the world, we witnessed an unprecedented collapse in economic activity resulting from countries' attempts to slow the spread of the virus. In response, central banks took action, implementing monetary and fiscal stimulus measures. In the first quarter, the U.S. dollar advanced 2.8% and oil collapsed, down 65.6%. China led all countries, declining 10.2% as it witnessed a gradual restoration of economic activity in the first quarter. After the dramatic sell off of the first quarter, emerging markets equities rose 18.1% in the second quarter. This was driven by the swift and novel actions of central banks in the first quarter, and a flattening of COVID-19 cases globally. Asia was particularly strong in the second quarter where COVID-19 cases appeared to be contained, while concerns remained in certain Latin American, European, Middle Eastern, and African countries around rising COVID-19 cases. As the lockdowns continued to ease, economies showed encouraging signs for a recovery with several countries reporting positive high-frequency data. Further monetary stimulus measures from central banks across the globe also added to the recovery.
Emerging markets equities continued to recover in the third quarter following the dramatic sell-down in the first quarter from the shocks related to the pandemic. Emerging markets advanced 9.6% for the three-month period ended September 30, 2020, with the bulk of that performance coming in July, when the benchmark advanced 8.9%. Monetary and fiscal stimulus measures, as well as a weakening U.S. dollar, pushed emerging markets equities higher during the quarter. Commodities also rallied on continued optimism for a global growth recovery. However, the rally stalled late in the third quarter as rising COVID-19 cases in Europe, rising political uncertainty in the United States, and concerns over the ability/willingness for further stimulus from central banks across the globe called into question the pace and sustainability of the economic recovery. The fourth quarter brought news of effective vaccines and therapeutics, which led to a risk on rally as investors started looking forward to a post-pandemic world. This helped to propel emerging market equities, which advanced 19.7%. A weaker U.S. dollar also contributed to the gains as the U.S. Dollar Index closed below 90. As part of this post-pandemic view, we witnessed a strong cyclical rally, with value equities outperforming growth and small-cap equities (which tend to be more economically sensitive/tied to their local economies) outperforming large-cap equities.
5
Victory Variable Insurance Funds
Victory Sophus Emerging Markets VIP Series (continued)
Managers' Commentary (continued)
How did Victory Sophus Emerging Markets VIP Series (the "Fund") perform during the reporting period?
The Fund seeks to provide long-term capital appreciation. The Fund returned 16.17% for the year ended December 31, 2020, underperforming the MSCI Emerging Markets Index, which returned 18.31% during the reporting period.
What strategies did you employ during the reporting period?
We employ a disciplined, bottom-up approach utilizing both quantitative and fundamental processes to invest in businesses that we believe have superior and sustainable earnings growth at attractive valuations, with revisions as the catalyst. By investing in companies with these characteristics, coupled with our risk-managed approach, we seek to provide a more consistent return pattern over time.
By sectors, the largest contributor to relative performance was Industrials, led by stock selection in Asia. The largest detractor from relative performance was stock selection in Consumer Discretionary. By country, the largest contributor was stock selection in China. The largest detractor was stock selection in Brazil.
The economic shutdowns in 2020 due to the pandemic led to the worst recession since the Great Depression. As a result, central banks across the globe pumped liquidity into the markets, and financial markets proved rather resilient. Emerging markets equities achieved strong returns, outperforming developed markets with a strong second half of the year. With the development and rollout of a COVID-19 vaccine and therapeutics, the world is turning the page toward recovery. Looking forward to 2021, we are optimistic on the asset class. A Joe Biden presidency potentially reduces the risk premia that have weighed on emerging markets equities for some time. The potential for easing trade restrictions and more normalized sovereign relations, could go a long way to help in that regard. Emerging markets, excluding parts of Asia, have a strong value tilt, and a more reflationary backdrop could drive value for much of 2021. Small-cap equities, particularly, are more levered to the cyclical rally as economies recover. The continuation of the weakening of the U.S. dollar and favorable monetary policy through much of the emerging markets and globally, should also provide meaningful tailwinds to the asset class.
We anticipate a resurgence in global growth in 2021. We believe the Chinese economy will continue to build on its recovery, and we expect the globe to benefit from China's strong growth outlook. In its October World Economic Order report, the International Monetary Fund projected 2021 emerging markets growth to be 6.0%, led by an 8.2% growth projection for China and an 8.8% growth rate for India. Longer term, ongoing urbanization and the growth of the middle class (and hence, consumption) should lead to higher emerging markets spending power that is expected to propel U.S. gross domestic product (GDP) growth well ahead of developed economies for the foreseeable future. The buildout of infrastructure across emerging markets, both physical and in technology, should also enhance the growth trajectory.
6
Victory Variable Insurance Funds
Victory Sophus Emerging Markets VIP Series (continued)
Managers' Commentary (continued)
After the uncharacteristic easing of emerging markets policy rates in the immediate aftermath of the pandemic, the firming of goods price inflation and financial stability concerns forced central banks of several emerging markets to slow or halt their rate-cutting cycles. Given the consensus view that emerging markets inflation will soften into early 2021 and developed markets growth will slow, central banks of emerging markets may be under pressure to deliver further easing.
After the strong fourth quarter rally emerging markets valuations appear somewhat stretched, but not when compared to developed markets, particularly versus the United States. Further, the decrease in the emerging markets risk premia potential as a result of the new Biden administration could help to narrow the discount gap between emerging markets and developed markets. We believe that with the reasonably wide growth outlook and interest rate differentials, along with the easing of the U.S. dollar into 2021, we see a strong backdrop for emerging markets equities.
7
Victory Variable Insurance Funds
Victory Sophus Emerging Markets VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2020
| | Class I | | | |
INCEPTION DATE | | 10/17/94 | | | |
| | Net Asset Value | | MSCI Emerging Markets Index1 | |
One Year | | | 16.17 | % | | | 18.31 | % | |
Five Year | | | 13.06 | % | | | 12.81 | % | |
Ten Year | | | 3.01 | % | | | 3.63 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. generally accepted accounting principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.
Victory Sophus Emerging Markets VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116169_bc004.jpg)
1The MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity performance of emerging markets. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sale charges, commissions, expenses or taxes, is not representative of the Fund and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.
Past performance is not indicative of future results.
8
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | December 31, 2020 | |
(Unaudited)
Investment Objective & Portfolio Holdings:
Victory Sophus Emerging Markets VIP Series seeks to provide long-term capital appreciation.
Sector Allocation*:
December 31, 2020
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116169_bc005.jpg)
* Does not include futures, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
9
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments December 31, 2020 | |
Security Description | | Shares | | Value | |
Common Stocks (98.5%) | |
Brazil (7.6%): | |
Communication Services (0.7%): | |
TIM SA | | | 112,827 | | | $ | 319,761 | | |
Consumer Discretionary (1.4%): | |
Afya Ltd., Class A (a) | | | 9,445 | | | | 238,958 | | |
Lojas Americanas SA, Preference Shares | | | 37,100 | | | | 187,807 | | |
Petrobras Distribuidora SA | | | 43,500 | | | | 185,651 | | |
| | | 612,416 | | |
Energy (1.5%): | |
Petroleo Brasileiro SA, ADR | | | 58,618 | | | | 658,280 | | |
Financials (1.6%): | |
Banco Bradesco SA, ADR | | | 67,483 | | | | 354,961 | | |
Banco do Brasil SA | | | 49,800 | | | | 374,409 | | |
| | | 729,370 | | |
Industrials (0.9%): | |
Randon SA Implementos e Participacoes, Preference Shares | | | 77,800 | | | | 242,063 | | |
SIMPAR SA | | | 25,700 | | | | 175,967 | | |
| | | 418,030 | | |
Materials (1.1%): | |
Vale SA | | | 30,200 | | | | 508,343 | | |
Utilities (0.4%): | |
Neoenergia SA | | | 52,300 | | | | 178,563 | | |
| | | 3,424,763 | | |
Chile (0.0%): (b) | |
Financials (0.0%): | |
Banco de Credito e Inversiones SA | | | 1 | | | | 39 | | |
China (34.7%): | |
Communication Services (7.2%): | |
Baidu, Inc., ADR (a) | | | 1,411 | | | | 305,115 | | |
Tencent Holdings Ltd. | | | 40,630 | | | | 2,923,577 | | |
| | | 3,228,692 | | |
Consumer Discretionary (12.4%): | |
Alibaba Group Holding Ltd., ADR (a) | | | 11,152 | | | | 2,595,405 | | |
China East Education Holdings Ltd. (c) | | | 88,000 | | | | 211,783 | | |
China Yongda Automobiles Services Holdings Ltd. | | | 137,000 | | | | 227,186 | | |
Hisense Home Appliances Group Co. Ltd., Class A | | | 110,200 | | | | 242,925 | | |
JD.com, Inc., ADR (a) | | | 5,487 | | | | 482,307 | | |
Jiumaojiu International Holdings Ltd. (a) (c) | | | 75,000 | | | | 228,540 | | |
Meituan, Class B (a) | | | 24,300 | | | | 914,766 | | |
Minth Group Ltd. | | | 34,000 | | | | 179,889 | | |
Tongcheng-Elong Holdings Ltd. (a) | | | 138,400 | | | | 268,247 | | |
Topsports International Holdings Ltd. (c) | | | 145,000 | | | | 217,154 | | |
| | | 5,568,202 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Consumer Staples (0.8%): | |
China Feihe Ltd. (c) | | | 156,000 | | | $ | 366,054 | | |
Energy (0.6%): | |
China Oilfield Services Ltd., Class H | | | 338,000 | | | | 286,511 | | |
Financials (3.7%): | |
China Merchants Bank Co. Ltd., Class H | | | 105,500 | | | | 667,419 | | |
CSC Financial Co. Ltd., Class H (c) | | | 245,500 | | | | 326,634 | | |
Ping An Insurance Group Co. of China Ltd. | | | 55,000 | | | | 669,351 | | |
| | | 1,663,404 | | |
Health Care (1.2%): | |
Wuxi Biologics Cayman, Inc. (a) (c) | | | 40,500 | | | | 537,102 | | |
Industrials (2.9%): | |
COSCO SHIPPING Holdings Co. Ltd., Class H (a) (d) | | | 272,000 | | | | 326,108 | | |
Hangcha Group Co. Ltd., Class A | | | 58,500 | | | | 188,147 | | |
Sany Heavy Industry Co. Ltd., Class A | | | 63,600 | | | | 340,897 | | |
Zoomlion Heavy Industry Science and Technology Co. Ltd., Class H | | | 386,200 | | | | 463,426 | | |
| | | 1,318,578 | | |
Information Technology (3.8%): | |
Chinasoft International Ltd. (d) | | | 224,000 | | | | 250,354 | | |
GDS Holdings Ltd., ADR (a) (d) | | | 2,193 | | | | 205,352 | | |
Kingdee International Software Group Co. Ltd. | | | 56,000 | | | | 228,631 | | |
Shengyi Technology Co. Ltd., Class A | | | 57,200 | | | | 246,823 | | |
Weimob, Inc. (a) (c) | | | 130,000 | | | | 234,359 | | |
Xinyi Solar Holdings Ltd. | | | 204,000 | | | | 534,948 | | |
| | | 1,700,467 | | |
Materials (0.8%): | |
China Hongqiao Group Ltd. | | | 408,500 | | | | 374,529 | | |
Real Estate (0.6%): | |
China SCE Group Holdings Ltd. | | | 98,029 | | | | 40,448 | | |
Shimao Services Holdings Ltd. (a) (c) | | | 133,250 | | | | 205,577 | | |
| | | 246,025 | | |
Utilities (0.7%): | |
China Longyuan Power Group Corp. Ltd., Class H | | | 324,000 | | | | 325,793 | | |
| | | 15,615,357 | | |
Colombia (0.7%): | |
Financials (0.7%): | |
Bancolombia SA, ADR | | | 8,120 | | | | 326,262 | | |
Greece (1.3%): | |
Financials (0.8%): | |
National Bank of Greece SA (a) | | | 135,958 | | | | 372,166 | | |
Industrials (0.5%): | |
Mytilineos SA | | | 13,899 | | | | 201,740 | | |
| | | 573,906 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Hong Kong (3.0%): | |
Consumer Discretionary (0.9%): | |
Geely Automobile Holdings Ltd. | | | 115,000 | | | $ | 393,785 | | |
Energy (0.6%): | |
Kunlun Energy Co. Ltd. | | | 330,000 | | | | 286,015 | | |
Information Technology (0.9%): | |
Lenovo Group Ltd. (d) | | | 420,000 | | | | 397,077 | | |
Real Estate (0.6%): | |
Shimao Group Holdings Ltd. | | | 79,000 | | | | 251,647 | | |
| | | 1,328,524 | | |
India (8.1%): | |
Energy (0.6%): | |
Petronet LNG Ltd. | | | 80,498 | | | | 272,989 | | |
Financials (3.9%): | |
Bandhan Bank Ltd. (a) (c) | | | 61,417 | | | | 339,007 | | |
Cholamandalam Investment and Finance Co. Ltd. | | | 47,162 | | | | 250,521 | | |
HDFC Bank Ltd., ADR (a) | | | 4,045 | | | | 292,292 | | |
Housing Development Finance Corp. Ltd. | | | 18,560 | | | | 650,312 | | |
Multi Commodity Exchange of India Ltd. | | | 8,586 | | | | 203,500 | | |
| | | 1,735,632 | | |
Health Care (0.6%): | |
Dr. Reddy's Laboratories Ltd. | | | 3,895 | | | | 277,333 | | |
Information Technology (1.6%): | |
Infosys Technologies Ltd., ADR | | | 42,272 | | | | 716,510 | | |
Materials (1.4%): | |
Asian Paints Ltd. | | | 4,870 | | | | 184,480 | | |
Hindalco Industries Ltd. | | | 137,316 | | | | 453,679 | | |
| | | 638,159 | | |
| | | 3,640,623 | | |
Indonesia (1.4%): | |
Consumer Discretionary (0.5%): | |
PT Astra International Tbk | | | 566,900 | | | | 243,839 | | |
Financials (0.9%): | |
PT Bank Negara Indonesia Persero Tbk | | | 873,700 | | | | 384,996 | | |
| | | 628,835 | | |
Isle of Man (0.0%): (b) | |
Real Estate (0.0%): | |
NEPI Rockcastle PLC | | | 1 | | | | 6 | | |
Korea, Republic Of (16.1%): | |
Communication Services (0.8%): | |
NAVER Corp. | | | 1,369 | | | | 369,074 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Consumer Discretionary (3.0%): | |
Hankook Tire & Technology Co. Ltd. | | | 8,314 | | | $ | 302,078 | | |
Kia Motors Corp. | | | 10,731 | | | | 618,342 | | |
LG Electronics, Inc. | | | 3,436 | | | | 427,896 | | |
| | | 1,348,316 | | |
Consumer Staples (0.9%): | |
Cosmax, Inc. (a) | | | 2,254 | | | | 206,866 | | |
Orion Corp. | | | 1,639 | | | | 187,195 | | |
| | | 394,061 | | |
Financials (1.8%): | |
DB Insurance Co. Ltd. | | | 5,101 | | | | 205,593 | | |
Hana Financial Group, Inc. | | | 9,059 | | | | 288,568 | | |
Samsung Securities Co. Ltd. | | | 8,239 | | | | 307,420 | | |
| | | 801,581 | | |
Health Care (0.4%): | |
Hugel, Inc. (a) | | | 986 | | | | 170,599 | | |
Industrials (1.4%): | |
CJ Logistics Corp. (a) | | | 931 | | | | 142,023 | | |
Hanwha Aerospace Co. Ltd. (a) | | | 9,204 | | | | 241,905 | | |
LG Corp. | | | 3,346 | | | | 270,023 | | |
| | | 653,951 | | |
Information Technology (7.3%): | |
LG Innotek Co. Ltd. | | | 1,899 | | | | 319,898 | | |
Samsung Electronics Co. Ltd. | | | 29,507 | | | | 2,203,654 | | |
Samsung Electronics Co. Ltd., Preference Shares | | | 2,740 | | | | 185,890 | | |
SK Hynix, Inc. | | | 5,252 | | | | 573,721 | | |
| | | 3,283,163 | | |
Materials (0.5%): | |
LG Chem Ltd. | | | 327 | | | | 248,679 | | |
| | | 7,269,424 | | |
Luxembourg (0.5%): | |
Materials (0.5%): | |
Ternium SA, ADR (a) | | | 8,262 | | | | 240,259 | | |
Mexico (1.5%): | |
Industrials (1.0%): | |
Controladora Vuela Cia de Aviacion SAB de CV, ADR (a) | | | 13,120 | | | | 162,951 | | |
Grupo Aeroportuario del Centro Norte SAB de CV, ADR (a) | | | 5,580 | | | | 288,374 | | |
| | | 451,325 | | |
Real Estate (0.5%): | |
Corp Inmobiliaria Vesta SAB de CV | | | 105,134 | | | | 204,991 | | |
| | | 656,316 | | |
Philippines (0.6%): | |
Financials (0.6%): | |
BDO Unibank, Inc. | | | 125,330 | | | | 279,063 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Poland (0.6%): | |
Financials (0.6%): | |
Bank Polska Kasa Opieki SA (a) | | | 15,066 | | | $ | 247,877 | | |
Russian Federation (2.5%): | |
Consumer Discretionary (0.7%): | |
Detsky Mir PJSC (c) | | | 156,920 | | | | 288,963 | | |
Energy (0.7%): | |
Rosneft Oil Co. PJSC, GDR | | | 55,093 | | | | 310,650 | | |
Financials (1.1%): | |
Sberbank of Russia PJSC, ADR | | | 35,371 | | | | 511,402 | | |
| | | 1,111,015 | | |
Saudi Arabia (0.5%): | |
Industrials (0.5%): | |
Saudi Industrial Services Co. | | | 27,020 | | | | 233,643 | | |
Singapore (0.7%): | |
Communication Services (0.7%): | |
Sea Ltd., ADR (a) | | | 1,633 | | | | 325,049 | | |
South Africa (2.5%): | |
Communication Services (0.6%): | |
MTN Group | | | 65,844 | | | | 271,889 | | |
Consumer Discretionary (0.6%): | |
Mr. Price Group Ltd. | | | 23,558 | | | | 273,532 | | |
Financials (0.5%): | |
Absa Group Ltd. | | | 29,715 | | | | 243,048 | | |
Materials (0.8%): | |
Impala Platinum Holdings Ltd. | | | 25,151 | | | | 346,358 | | |
| | | 1,134,827 | | |
Taiwan (12.0%): | |
Consumer Discretionary (0.9%): | |
Makalot Industrial Co. Ltd. | | | 37,000 | | | | 252,707 | | |
Topkey Corp. | | | 29,000 | | | | 161,434 | | |
| | | 414,141 | | |
Financials (1.7%): | |
Chailease Holding Co. Ltd. | | | 62,485 | | | | 374,019 | | |
Yuanta Financial Holding Co. Ltd. | | | 516,040 | | | | 378,059 | | |
| | | 752,078 | | |
Industrials (0.3%): | |
Sunonwealth Electric Machine Industry Co. Ltd. | | | 75,000 | | | | 144,117 | | |
See notes to financial statements.
14
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
Security Description | | Shares | | Value | |
Information Technology (9.1%): | |
Globalwafers Co. Ltd. | | | 18,000 | | | $ | 454,729 | | |
MediaTek, Inc. | | | 21,000 | | | | 560,033 | | |
Nanya Technology Corp. | | | 153,000 | | | | 474,362 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 126,259 | | | | 2,388,586 | | |
Zhen Ding Technology Holding Ltd. | | | 58,000 | | | | 236,031 | | |
| | | 4,113,741 | | |
| | | 5,424,077 | | |
Thailand (1.5%): | |
Consumer Staples (0.5%): | |
Carabao Group PCL | | | 58,000 | | | | 221,869 | | |
Financials (0.6%): | |
The Siam Commercial Bank PCL | | | 98,700 | | | | 288,075 | | |
Real Estate (0.4%): | |
AP Thailand PCL | | | 740,700 | | | | 178,939 | | |
| | | 688,883 | | |
Turkey (0.5%): | |
Utilities (0.5%): | |
Enerjisa Enerji A/S (c) | | | 128,332 | | | | 216,348 | | |
United Kingdom (1.6%): | |
Materials (1.6%): | |
Anglo American PLC | | | 10,592 | | | | 349,719 | | |
Antofagasta PLC | | | 18,239 | | | | 357,781 | | |
| | | 707,500 | | |
United States (0.6%): | |
Industrials (0.6%): | |
Bizlink Holding, Inc. | | | 30,000 | | | | 260,828 | | |
Total Common Stocks (Cost $29,627,261) | | | 44,333,424 | | |
Collateral for Securities Loaned^ (2.0%) | |
United States (2.0%): | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.08% (e) | | | 15,770 | | | | 15,770 | | |
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (e) | | | 541,799 | | | | 541,799 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.04% (e) | | | 7,870 | | | | 7,870 | | |
JPMorgan Prime Money Market Fund, Capital Class, 0.12% (e) | | | 62,754 | | | | 62,754 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.09% (e) | | | 282,154 | | | | 282,154 | | |
Total Collateral for Securities Loaned (Cost $910,347) | | | 910,347 | | |
Total Investments (Cost $30,537,608) — 100.5% | | | 45,243,771 | | |
Liabilities in excess of other assets — (0.5)% | | | (224,245 | ) | |
NET ASSETS — 100.00% | | $ | 45,019,526 | | |
See notes to financial statements.
15
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued December 31, 2020 | |
^ Purchased with cash collateral from securities on loan.
(a) Non-income producing security.
(b) Amount represents less than 0.05% of net assets.
(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 December 31, 2020, the fair value of these securities was $3,171,521 and amounted to 7.0% of net assets.
(d) All or a portion of this security is on loan.
(e) Rate disclosed is the daily yield on December 31, 2020.
ADR — American Depositary Receipt
GDR — Global Depositary Receipt
PCL — Public Company Limited
PLC — Public Limited Company
See notes to financial statements.
16
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2020 | |
| | Victory Sophus Emerging Markets VIP Series | |
ASSETS: | |
Investments, at value (Cost $30,537,608) | | $ | 45,243,771 | (a) | |
Foreign currency, at value (Cost $1,138) | | | 1,191 | | |
Cash and cash equivalents | | | 296,822 | | |
Receivables: | |
Interest and dividends | | | 145,519 | | |
Capital shares issued | | | 17,618 | | |
Investments sold | | | 459,707 | | |
Reclaims | | | 567 | | |
From Adviser | | | 6,854 | | |
Prepaid expenses | | | 601 | | |
Total Assets | | | 46,172,650 | | |
LIABILITIES: | |
Payables: | |
Collateral received on loaned securities | | | 910,347 | | |
Investments purchased | | | 150,121 | | |
Capital shares redeemed | | | 6,190 | | |
Accrued foreign capital gains taxes | | | 3,499 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 37,112 | | |
Administration fees | | | 2,288 | | |
Custodian fees | | | 11,779 | | |
Transfer agent fees | | | 59 | | |
Compliance fees | | | 30 | | |
Trustees' fees | | | 1 | | |
Other accrued expenses | | | 31,698 | | |
Total Liabilities | | | 1,153,124 | | |
NET ASSETS: | |
Capital | | | 29,399,350 | | |
Total accumulated earnings/(loss) | | | 15,620,176 | | |
Net Assets | | $ | 45,019,526 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 2,534,284 | | |
Net asset value: | | $ | 17.76 | | |
(a) Includes $868,759 of securities on loan.
See notes to financial statements.
17
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2020 | |
| | Victory Sophus Emerging Markets VIP Series | |
Investment Income: | |
Dividends | | $ | 807,492 | | |
Interest | | | 762 | | |
Securities lending (net of fees) | | | 2,400 | | |
Foreign tax withholding | | | (90,628 | ) | |
Total Income | | | 720,026 | | |
Expenses: | |
Investment advisory fees | | | 391,965 | | |
Administration fees | | | 23,817 | | |
Sub-Administration fees | | | 14,167 | | |
Custodian fees | | | 69,678 | | |
Transfer agent fees | | | 338 | | |
Trustees' fees | | | 4,548 | | |
Compliance fees | | | 343 | | |
Legal and audit fees | | | 32,466 | | |
Other expenses | | | 42,534 | | |
Total Expenses | | | 579,856 | | |
Expenses waived/reimbursed by Adviser | | | (50,693 | ) | |
Net Expenses | | | 529,163 | | |
Net Investment Income (Loss) | | | 190,863 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities and foreign currency translations | | | 948,411 | | |
Foreign taxes on realized gains | | | (8,941 | ) | |
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations | | | 4,735,899 | | |
Net change in accrued foreign taxes on unrealized gains | | | 9,714 | | |
Net realized/unrealized gains (losses) on investments | | | 5,685,083 | | |
Change in net assets resulting from operations | | $ | 5,875,946 | | |
. | |
See notes to financial statements.
18
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory Sophus Emerging Markets VIP Series | |
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 190,863 | | | $ | 832,981 | | |
Net realized gains (losses) from investments | | | 939,470 | | | | 354,949 | | |
Net change in unrealized appreciation/depreciation on investments | | | 4,745,613 | | | | 7,846,336 | | |
Change in net assets resulting from operations | | | 5,875,946 | | | | 9,034,266 | | |
Change in net assets resulting from distributions to shareholders | | | (1,152,495 | ) | | | (2,706,474 | ) | |
Change in net assets resulting from capital transactions | | | (4,274,877 | ) | | | (4,141,635 | ) | |
Change in net assets | | | 448,574 | | | | 2,186,157 | | |
Net Assets: | |
Beginning of period | | | 44,570,952 | | | | 42,384,795 | | |
End of period | | $ | 45,019,526 | | | $ | 44,570,952 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 1,478,925 | | | $ | 1,667,106 | | |
Distributions reinvested | | | 1,152,495 | | | | 2,706,474 | | |
Cost of shares redeemed | | | (6,906,297 | ) | | | (8,515,215 | ) | |
Change in net assets resulting from capital transactions | | $ | (4,274,877 | ) | | $ | (4,141,635 | ) | |
Share Transactions: | |
Issued | | | 105,344 | | | | 111,672 | | |
Reinvested | | | 66,922 | | | | 174,181 | | |
Redeemed | | | (471,386 | ) | | | (571,160 | ) | |
Change in Shares | | | (299,120 | ) | | | (285,307 | ) | |
See notes to financial statements.
19
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | | | Investment Activities | | Distributions to Shareholders From | |
| | Net Asset Value, Beginning of Period | | Net Investment Income (Loss)(a) | | Net Realized and Unrealized Gains (Losses) on Investments | | Total from Investment Activities | | Net Investment Income | | Net Realized Gains from Investments | | Total Distributions | |
Victory Sophus Emerging Markets VIP Series | |
Year Ended 12/31/20 | | $ | 15.73 | | | | 0.07 | | | | 2.42 | | | | 2.49 | | | | (0.32 | ) | | | (0.14 | ) | | | (0.46 | ) | |
Year Ended 12/31/19 | | $ | 13.59 | | | | 0.29 | | | | 2.85 | | | | 3.14 | | | | (0.16 | ) | | | (0.84 | ) | | | (1.00 | ) | |
Year Ended 12/31/18 | | $ | 18.79 | | | | 0.20 | | | | (3.79 | ) | | | (3.59 | ) | | | (0.14 | ) | | | (1.47 | ) | | | (1.61 | ) | |
Year Ended 12/31/17 | | $ | 13.26 | | | | 0.17 | | | | 5.51 | | | | 5.68 | | | | (0.15 | ) | | | — | | | | (0.15 | ) | |
Year Ended 12/31/16 | | $ | 11.99 | | | | 0.12 | | | | 1.14 | | | | 1.26 | | | | (0.12 | ) | | | — | | | | (0.12 | ) | |
* Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.
(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) The Fund received monies related to a nonrecurring refund from the prior Custodian. The corresponding impact to the total return was less than 0.95% for the period shown. (See Note 8)
See notes to financial statements.
20
Victory Variable Insurance Funds | | Financial Highlights — continued | |
For a Share Outstanding Throughout Each Period
| | | | Ratios to Average Net Assets | | Supplemental Data | |
| | Capital Contribution from Prior Custodian (See Note 8) | | Net Asset Value, End of Period | | Total Return(b)* | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory Sophus Emerging Markets VIP Series | |
Year Ended 12/31/20 | | | — | | | $ | 17.76 | | | | 16.02 | % | | | 1.35 | % | | | 0.49 | % | | | 1.48 | % | | $ | 45,020 | | | | 96 | % | |
Year Ended 12/31/19 | | | — | | | $ | 15.73 | | | | 23.28 | % | | | 1.35 | % | | | 1.93 | % | | | 1.40 | % | | $ | 44,571 | | | | 91 | % | |
Year Ended 12/31/18 | | | — | | | $ | 13.59 | | | | (18.97 | )% | | | 1.34 | % | | | 1.12 | % | | | 1.34 | % | | $ | 42,385 | | | | 105 | % | |
Year Ended 12/31/17 | | | — | | | $ | 18.79 | | | | 42.88 | % | | | 1.33 | % | | | 1.03 | % | | | 1.33 | % | | $ | 62,550 | | | | 99 | % | |
Year Ended 12/31/16 | | | 0.13 | | | $ | 13.26 | | | | 11.57 | %(c) | | | 1.34 | % | | | 0.98 | % | | | 1.35 | % | | $ | 48,634 | | | | 102 | % | |
See notes to financial statements.
21
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2020 | |
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 investment company. The Trust is comprised of eight 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. Victory Sophus Emerging Markets VIP Series (the "Fund"), a series of the Trust, offers a single class of shares: Class I Shares. The Fund's shares are only available for purchase by certain separate accounts of insurance companies as investments for certain variable annuity plans and variable life insurance contracts issued by those insurance companies. The accompanying financial statements are those of the Fund.
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 Generally Accepted Accounting Principles 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 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.
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments for which there are no such quotations, or for which quotations do not appear reliable, are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Trust's Board of Trustees (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 NAV is calculated. The Fund uses a systematic valuation model, provided daily by an independent third party to fair value their international equity securities. These valuations are considered as Level 2 in the fair value hierarchy.
A summary of the valuations as of December 31, 2020, based upon the three levels defined above, is included in the table below while the breakdown, by category, of investments is disclosed on the Schedule of Portfolio Investments.
| | LEVEL 1 | | LEVEL 2 | | LEVEL 3 | | Total | |
Common Stocks | | $ | 7,602,642 | | | $ | 36,730,782 | | | $ | — | | | $ | 44,333,424 | | |
Collateral for Securities Loaned | | | 910,347 | | | | — | | | | — | | | | 910,347 | | |
Total | | $ | 8,512,989 | | | $ | 36,730,782 | | | $ | — | | | $ | 45,243,771 | | |
For the year ended December 31, 2020, there were no transfers in or out of the Level 3 fair value hierarchy.
Investment Companies:
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.
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 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 foreign exchange currency contracts
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
does not eliminate fluctuations in the underlying prices of the securities. As of December 31, 2020, 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 determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.
Withholding taxes on interest, dividends and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank" or the "Agent"). Under the terms of the MSLA, the Fund may lend securities to certain broker-dealers and banks in exchange for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the value of non-U.S. securities loaned, marked-to-market daily. Any collateral shortfalls associated with increases in the valuation of the securities loaned are adjusted the next business day. The collateral can be received in the form of cash collateral and/or non-cash collateral. Non-cash collateral can include U.S. Government Securities, letters of credit and certificates of deposit. The cash collateral is invested in short-term instruments or cash equivalents as noted on the Fund's Schedule of Portfolio Investments. The Trust does not have effective control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays the Agent various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering their 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 which are subject to offset under the MSLA as of December 31, 2020. These transactions are accounted for as secured borrowings with an overnight and continuous contractual maturity for cash collateral, and greater than overnight and continuous contractual maturity for non-cash collateral.
Gross Amount of Recognized Assets (Value of | | Value of Cash | | Value of Non-cash Collateral Received by Maturity | | | |
Securities on Loan) | | Collateral Received* | | <30 Days | | Between 30 & 90 days | | >90 Days | | Net Amount | |
$ | 868,759 | | | $ | 868,759 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* Collateral received in excess of the market value of securities on loan is not presented in this table. The total cash collateral received by each Fund is disclosed on the Statement of Assets and Liabilities.
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 investments 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.
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 years, which includes the current fiscal tax year end). 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 in the Trust, or jointly with an affiliated trust, are allocated among the 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 year ended December 31, 2020, were as follows:
| | Excluding U.S. Government Securities | |
| | Purchases | | Sales | |
| | | | $ | 37,036,491 | | | $ | 42,405,451 | | |
For the year ended December 31, 2020, there were no purchases or sales of U.S. Government Securities.
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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. Amounts incurred and paid to VCM for the year ended December 31, 2020, are reflected on the Statement of Operations as Investment advisory fees.
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 the Administration, Servicing 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 "Victory Funds Complex"), 0.05% of the average daily net assets above $15 billion to $30 billion of the Victory Funds Complex and 0.04% of the average daily net assets over $30 billion of the Victory Funds Complex. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Administration fees.
Citi Fund Services Ohio, Inc. ("Citi"), an affiliate of Citibank, acts as sub-administrator and sub-fund accountant to the Fund pursuant to the 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 out-of-pocket expenses incurred in providing these services and certain other expenses specifically allocated to the Fund. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Sub-Administration fees.
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Custodian fees.
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. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Transfer agent fees.
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 aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 2020, are reflected on the Statement of Operations as Compliance fees.
Sidley Austin LLP provides legal services to the Trust.
Victory Capital Services, Inc. (the "Distributor"), an affiliate of the Adviser, serves as distributor for the continuous offering of the shares of the Fund pursuant to a Distribution Agreement between the Distributor and the Trust. Effective June 30, 2020, the Distributor's name was changed from Victory Capital Advisers, Inc.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2021. Under the terms of the agreement, the Adviser has agreed to waive fees or reimburse certain expenses 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 limits. As of December 31, 2020, the expense limit (excluding voluntary waivers) is 1.35%.
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 to exceed the original expense limitation in place at time of the waiver or reimbursement or any expense limitation agreement in place at the time of repayment. Amounts repaid to the Adviser during the year, if any, are reflected on the Statement of Operations as Recoupment of prior expenses waived/reimbursed by Adviser. As of December 31, 2020, the following amounts are available to be repaid to the Adviser. The Fund has not recorded any amounts available to be repaid as a liability due to an assessment that such repayment is not probable at December 31, 2020.
Expires December 31, 2022 | | Expires December 31, 2023 | | Total | |
$ | 22,632 | | | $ | 50,693 | | | $ | 73,325 | | |
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 year ended December 31, 2020.
Certain officers and/or interested trustees of the Fund are also officers and/or employees of the Adviser, Administrator, Fund Accountant, Sub-Administrator, Sub-Fund Accountant, Custodian, Distributor, and Legal Counsel.
5. Risks:
The Fund may be subject to other risks in addition to these identified risks.
Equity Risk — The value of the equity securities in which the Fund invests may decline in response to developments affecting individual companies and/or general economic conditions in the United States or abroad. A company's earnings or dividends may not increase as expected (or may decline) because of poor management, competitive pressures, reliance on particular suppliers or geographical regions, labor problems or shortages, corporate restructurings, fraudulent disclosures, man-made or natural disasters, military confrontations or wars, terrorism, public health crises, or other events, conditions and factors. Price changes may be temporary or last for extended periods.
Stock Market Risk — Overall stock market risks may affect the value of the Fund. Domestic and international factors such as political events, war, trade disputes, interest rate levels and other fiscal and monetary policy changes, pandemics and other public health crises and related geopolitical events, as well as environmental disasters such as earthquakes, fire and floods, may add to instability in world economies and markets generally. The impact of these and other factors may be short-term or may last for extended periods.
Emerging Markets Risk — The risks related to investing in foreign securities are generally greater with respect to securities of companies that conduct their business activities in emerging markets or whose securities are traded principally in emerging markets. The risks of investing in emerging markets include the risks of illiquidity, increased price volatility, smaller market capitalizations, less government regulation, less extensive and less frequent accounting, financial and other reporting requirements, risk of loss resulting from problems in share registration and custody, substantial economic and political disruptions and the nationalization of foreign deposits or assets.
Geopolitical/Natural Disaster Risk — An outbreak of disease called COVID-19 has spread internationally. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings and other significant travel restrictions and disruptions, significant disruptions to business operations, supply chains and consumer activity, significant challenges in healthcare service preparation and delivery, quarantines and general concern and uncertainty. These negative impacts have caused significant volatility and declines in global financial markets, which have caused losses for Fund investors during and subsequent to period end. The impact of the COVID-19
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
pandemic may last for an extended period of time, and could result in a substantial economic downturn or recession. Public health crises may exacerbate other pre-existing political, social, economic, market and financial risks. The extent of the impact to the financial performance of the Fund's investments will depend on future developments, including (i) the duration and spread of the outbreak, (ii) the restrictions and advisories, (iii) the effects on the financial markets, and (iv) the effects on the economy overall, all of which are highly uncertain and cannot be predicted.
6. Borrowing and Interfund Lending:
Line of Credit:
For the year ended December 31, 2020, the Victory Funds Complex and USAA Mutual Funds Complex (another series of mutual funds managed by the Adviser) participated in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2020, with a termination date of June 28, 2021. Under the agreement with Citibank, the Victory Funds Complex and USAA Mutual Funds Complex, combined, may borrow up to $600 million, of which $300 million is committed and $300 million is uncommitted. $40 million of the Line of Credit is reserved for use by the Victory Floating Rate Fund (herein, the "Fund"), another series of the Victory Funds Complex, with that Fund paying the related commitment fees for that amount. The purpose of the agreement is to meet temporary or emergency cash needs. For the year ended December 31, 2020, Citibank received an annual commitment fee of 0.15% on $300 million for providing the Line of Credit. Each fund in the Victory Funds Complex pays a pro-rata portion of the commitment fees plus any interest (one month LIBOR plus one percent) on amounts borrowed. Effective June 29, 2020, under an amended Line of Credit agreement, Citibank will also receive an annual upfront fee of 0.10% on the $300 million committed line of credit. Each fund in the Victory Funds Complex will pay a pro-rata portion of the upfront fee. Interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Line of credit fees.
The Fund did not utilize the Line of Credit during the year ended December 31, 2020.
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, that is permitted to participate in the Facility, relying upon the Order at rates beneficial to both the borrowing and lending funds. Advances under the Facility are allowed for temporary or emergency purposes, including the meeting of redemption requests that otherwise might require the untimely disposition of securities, and are subject to each Fund's borrowing restrictions. The interfund loan rate is determined, as specified in the Order, by averaging the current repurchase agreement rate and the current bank loan rate. As a Borrower, interest charged to the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund during the period, if applicable, is presented on the Statement of Operations under Interfund lending.
The Fund did not utilize the Facility during the year ended December 31, 2020.
7. Federal Tax Information:
Dividends from net investment income, if any, are declared and paid annually 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 (collectively, distributions to shareholders) are determined in accordance with federal income tax regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distributions reclassification), 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
28
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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.
As of December 31, 2020, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.
The tax character of distributions paid during the tax years ended, as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
| | Year Ended December 31, 2020 | | Year Ended December 31, 2019 | |
| | Distributions paid from | | | | Distributions paid from | | | |
| | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
| | | | $ | 793,136 | | | $ | 359,359 | | | $ | 1,152,495 | | | $ | 457,783 | | | $ | 2,248,691 | | | $ | 2,706,474 | | |
As of December 31, 2020, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Deficit) | |
$ | 354,923 | | | $ | 683,990 | | | $ | 1,038,913 | | | $ | 14,581,263 | | | $ | 15,620,176 | | |
* The difference between the book-basis and tax-basis of unrealized appreciation/depreciation is attributable primarily to tax deferral of losses on wash sales.
As of December 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.
As of December 31, 2020, 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) | |
$ | 30,639,897 | | | $ | 15,323,844 | | | $ | (719,970 | ) | | $ | 14,603,874 | | |
8. Capital Contribution from Prior Custodian:
During 2016, the Fund received notification from the Fund's prior custodian, State Street Bank and Trust ("State Street"), concerning issues related to 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 activities in question, 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.
29
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2020 | |
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 December 31, 2020, the shareholder listed below held more than 25% of the shares outstanding of the Fund and may be deemed to control the Fund. Shareholders of record may hold Fund shares for the benefit of their customers.
Shareholder | | Percent | |
GIAC* | | | 99.5 | %* | |
* The Guardian Insurance & Annuity Company, Inc. ("GIAC") is a wholly owned subsidiary of The Guardian Life Insurance Company of America. The amount represents indirect interests of variable annuity contract holders or variable life policyholders.
30
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory Sophus Emerging Markets VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2020, the related statement of operations for the year then ended and the statements of changes in net assets, the related notes, and the financial highlights for each of the two years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2020, the results of its operations for the year then ended and the changes in its net assets and the financial highlights for each of the two years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2020, by correspondence with the custodian and brokers or by other appropriate auditing procedures where replies from brokers were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-21-029006/j2116169_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2021
31
Victory Variable Insurance Funds | | Supplemental Information December 31, 2020 | |
(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 nine Trustees, eight 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 date of birth, 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 eight portfolios in the Trust, 42 portfolios in Victory Portfolios and 27 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Funds Complex. David C. Brown is a Trustee of USAA Mutual Funds Trust and oversees 46 portfolios of the USAA Mutual Funds Trust. 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 Date of Birth | | 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, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D.T. Andrews, Born April 1947 | | 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). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015). | | None. | |
Dennis M. Bushe, Born January 1944 | | 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 | |
John L. Kelly, Born April 1953 | | 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. | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | 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, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc. | | Trustee, USAA Mutual Funds Trust. | |
* 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 date of birth, 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 Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser. | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | 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, Born March 1984 | | 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 Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Chuck Booth, Born April 1960 | | 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, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* 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 Portfolio Holdings Information
Proxy Voting:
Information regarding the policies and procedures 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 quarter of each fiscal year on Form N-PORT. Form N-PORT is available on the SEC's web site at www.sec.gov.
Expense Example
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 July 1, 2020, through December 31, 2020.
The Actual Expense figures in the table below provide 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 "Actual Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
The Hypothetical Expense figures in the table below provide 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 shareholder reports of other funds.
Please note 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 7/1/2020 | | Actual Ending Account Value 12/31/2020 | | Hypothetical Ending Account Value 12/31/2020 | | Actual Expenses Paid During Period 7/1/20-12/31/20* | | Hypothetical Expenses Paid During Period 7/1/20-12/31/20* | | Annualized Expense Ratio During Period 7/1/19-12/31/20 | |
$ | 1,000.00 | | | $ | 1,310.10 | | | $ | 1,018.35 | | | $ | 7.84 | | | $ | 6.85 | | | | 1.35 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/366 (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 December 31, 2020 | |
Additional Federal Income Tax Information
For the year ended December 31, 2020, the Fund paid qualified dividend income for the purposes of reduced individual federal income tax rates of 100%.
For the year ended December 31, 2020, the Fund designated long-term capital gain distributions in the amount of $359,359.
The Fund intends to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per shares outstanding on December 31, 2020, were $0.33 and $0.04, respectively.
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Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on December 2, 2020. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at a meeting on October 27, 2020, called for the purpose of reviewing the Agreement. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund, which also serves as independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by an independent consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows;
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. In addition, the Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by an independent consultant and a peer group of funds with similar investment strategies selected by that independent consultant from the universe. The Board reviewed the factors and methodology used by the independent consultant in the selection of the Fund's peer group, including the independent consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The
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Board also reviewed any changes to the independent consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which are generally viewed as a method by which an investment adviser shares any economies of scale with a fund as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below, and would consider breakpoints at a future time if the Fund's assets were to grow significantly.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.
The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2020, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for the one- and five-year periods, underperformed the benchmark index for the three- and ten-year periods, and underperformed the peer group median for all of the periods reviewed, with the exception of the five-year period.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
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• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
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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-CSR/0001104659-21-029006/j2116169_za007.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SEMVIP-AR (12/20)
Item 2. Code of Ethics.
(a) The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as an Exhibit.
(b) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, not any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.
Item 3. Audit Committee Financial Experts.
(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.
(a)(2) The audit committee financial experts are David L. Meyer and E. Lee Beard, who are “independent” for purposes of this Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
| | 2020 | | | 2019 | |
Audit Fees(1) | | $ | 111,500 | | | $ | 123,000 | |
Audit-Related Fees(2) | | | 0 | | | | 0 | |
Tax Fees(3) | | | 37,000 | | | | 37,000 | |
All Other Fees(4) | | | 0 | | | | 0 | |
| (1) | Audit fees include amounts related to the audit of the Registrant’s annual financial statements, security counts and services normally provided by the accountant in connection with statutory and regulatory filings. Audit fees billed were for professional services provided by the Funds’ independent registered public accounting firm for audit compliance, audit advice and audit planning. |
| (2) | Represents the fee for assurance and related services by the Funds’ independent registered public accounting firm reasonably related to the performance of the audit of the Registrant’s financial statements that was not reported under (a) of this item. |
| (3) | Represents the aggregate tax fee billed for professional services rendered by the Fund’s independent registered public accounting firm for tax compliance, tax advice and tax planning. Such tax services included the review of income and excise tax returns for the Registrant. |
| (4) | For fiscal years ended December 31, 2020 and December 31, 2019, there were no fees billed for professional services rendered by the Funds’ independent registered public accounting firm to the Registrant, other than the services reported in (a) through (c) of this item. |
Tax fees for 2020 and 2019 are for recurring tax fees for the preparation of the federal and state tax returns.
(e)(1) The Registrant’s Audit Committee must pre-approve non-audit services to be provided by the principal accountant and the fees charged for these services. The Committee may delegate authority to one or more Committee members to pre-approve these services, subject to subsequent review and approval by the Committee.
(e)(2) There were no services performed under Rule 2.01 (c)(7)(i)(C)
(f) Not applicable.
(g)
(h) The Registrant’s Audit Committee has evaluated the non-audit services that the principal accountant provided to the registrant’s investment adviser (and the adviser’s relevant affiliates), which services the Committee did not pre-approve, and has concluded that the provision of those services was compatible with maintaining the accountant’s independence.
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) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.
(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 | |