UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-08979
Victory Variable Insurance Funds
(Exact name of registrant as specified in charter)
4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio | 44144 |
(Address of principal executive offices) | (Zip code) |
Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, Ohio 43219
(Name and address of agent for service)
Registrant’s telephone number, including area code: 800-539-3863
Date of fiscal year end: December 31
Date of reporting period: June 30, 2021
Item 1. Reports to Stockholders.
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215662_aa001.jpg)
June 30, 2021
Semi Annual Report
Victory Variable Insurance Funds
Victory Sophus Emerging Markets VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
TABLE OF CONTENTS
Investment Objective & Portfolio Holdings | | | 3 | | |
Schedule of Portfolio Investments | | | 4 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 11 | | |
Statement of Operations | | | 12 | | |
Statements of Changes in Net Assets | | | 13 | | |
Financial Highlights | | | 14 | | |
Notes to Financial Statements | | | 16 | | |
Supplemental Information | | | 24 | | |
Proxy Voting and Portfolio Holdings Information | | | 24 | | |
Expense Example | | | 24 | | |
Liquidity Risk Management Program | | | 25 | | |
Privacy Policy (inside back cover) | | | |
1
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 vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215662_ba002.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
2
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | June 30, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund's investment objective seeks to provide long-term capital appreciation.
Top 10 Holdings*:
June 30, 2021
(% of Net Assets)
Tencent Holdings Ltd. | | | 6.0 | % | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 5.9 | % | |
Samsung Electronics Co. Ltd. | | | 4.8 | % | |
Alibaba Group Holding Ltd. | | | 4.2 | % | |
Infosys Ltd. | | | 2.0 | % | |
SK Hynix, Inc. | | | 1.6 | % | |
China Merchants Bank Co. Ltd., Class H | | | 1.6 | % | |
NetEase, Inc. | | | 1.3 | % | |
Sberbank of Russia PJSC | | | 1.3 | % | |
MediaTek, Inc. | | | 1.3 | % | |
Sector Allocation*:
June 30, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215662_bc003.jpg)
* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
Refer to the Schedule of Portfolio Investments for a complete list of securities.
3
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (99.5%) | |
Brazil (6.4%): | |
Communication Services (0.5%): | |
TIM SA | | | 91,155 | | | $ | 211,336 | | |
Consumer Discretionary (1.0%): | |
Lojas Quero Quero SA | | | 38,500 | | | | 177,358 | | |
Petrobras Distribuidora SA | | | 52,200 | | | | 280,040 | | |
| | | 457,398 | | |
Consumer Staples (0.5%): | |
SLC Agricola SA | | | 23,500 | | | | 242,504 | | |
Financials (0.9%): | |
B3 SA - Brasil Bolsa Balcao | | | 128,100 | | | | 433,250 | | |
Industrials (1.0%): | |
Randon SA Implementos e Participacoes, Preference Shares | | | 77,800 | | | | 212,287 | | |
SIMPAR SA | | | 23,093 | | | | 258,271 | | |
| | | 470,558 | | |
Materials (2.1%): | |
Duratex SA | | | 49,500 | | | | 236,890 | | |
Klabin SA (a) | | | 45,100 | | | | 238,867 | | |
Vale SA | | | 22,800 | | | | 519,203 | | |
| | | 994,960 | | |
Utilities (0.4%): | |
Neoenergia SA | | | 52,300 | | | | 182,669 | | |
| | | 2,992,675 | | |
Canada (0.5%): | |
Energy (0.5%): | |
Parex Resources, Inc. (a) | | | 13,311 | | | | 222,315 | | |
Chile (0.5%): | |
Financials (0.5%): | |
Banco de Chile | | | 2,252,538 | | | | 222,461 | | |
Banco de Credito e Inversiones SA | | | 1 | | | | 42 | | |
| | | 222,503 | | |
China (33.5%): | |
Communication Services (8.4%): | |
Baidu, Inc., ADR (a) | | | 2,458 | | | | 501,186 | | |
NetEase, Inc., ADR | | | 5,292 | | | | 609,903 | | |
Tencent Holdings Ltd. | | | 37,030 | | | | 2,788,154 | | |
| | | 3,899,243 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Consumer Discretionary (7.5%): | |
Alibaba Group Holding Ltd., ADR (a) | | | 8,698 | | | $ | 1,972,532 | | |
China Yongda Automobiles Services Holdings Ltd. | | | 137,000 | | | | 245,197 | | |
JD.com, Inc., ADR (a) | | | 5,792 | | | | 462,260 | | |
Jiumaojiu International Holdings Ltd. (b) | | | 66,000 | | | | 269,769 | | |
Meituan, Class B (a) (b) | | | 13,600 | | | | 561,030 | | |
| | | 3,510,788 | | |
Consumer Staples (1.7%): | |
By-health Co. Ltd., Class A | | | 41,100 | | | | 209,137 | | |
China Feihe Ltd. (b) | | | 112,000 | | | | 241,481 | | |
Wuliangye Yibin Co. Ltd., Class A (a) | | | 6,900 | | | | 317,548 | | |
| | | 768,166 | | |
Energy (0.5%): | |
China Oilfield Services Ltd., Class H | | | 264,000 | | | | 236,509 | | |
Financials (3.2%): | |
China Merchants Bank Co. Ltd., Class H | | | 87,000 | | | | 741,102 | | |
Ping An Insurance Group Co. of China Ltd. | | | 37,500 | | | | 366,587 | | |
Postal Savings Bank of China Co. Ltd., Class H (a) (b) | | | 582,000 | | | | 391,401 | | |
| | | 1,499,090 | | |
Health Care (2.6%): | |
Hygeia Healthcare Holdings Co. Ltd. (b) | | | 27,000 | | | | 354,470 | | |
Pharmaron Beijing Co. Ltd., Class H (b) | | | 11,200 | | | | 298,220 | | |
Wuxi Biologics Cayman, Inc. (a) (b) | | | 29,395 | | | | 538,245 | | |
| | | 1,190,935 | | |
Industrials (3.2%): | |
Airtac International Group | | | 8,000 | | | | 308,187 | | |
COSCO SHIPPING Holdings Co. Ltd., Class H (a) (c) | | | 178,000 | | | | 447,303 | | |
Hangcha Group Co. Ltd., Class A | | | 57,000 | | | | 159,845 | | |
Luxshare Precision Industry Co. Ltd., Class A (a) | | | 36,800 | | | | 261,875 | | |
Zoomlion Heavy Industry Science and Technology Co. Ltd., Class H | | | 311,000 | | | | 325,538 | | |
| | | 1,502,748 | | |
Information Technology (2.8%): | |
Chinasoft International Ltd. | | | 294,000 | | | | 534,763 | | |
WUS Printed Circuit Kunshan Co. Ltd., Class A (a) | | | 113,200 | | | | 270,916 | | |
Xiaomi Corp., Class B (a) (b) | | | 83,800 | | | | 291,457 | | |
Yonyou Network Technology Co. Ltd., Class A | | | 43,200 | | | | 222,142 | | |
| | | 1,319,278 | | |
Materials (2.0%): | |
China Hongqiao Group Ltd. | | | 240,000 | | | | 324,993 | | |
China Molybdenum Co. Ltd., Class H | | | 444,000 | | | | 263,105 | | |
Wanhua Chemical Group Co. Ltd., Class A | | | 21,600 | | | | 363,525 | | |
| | | 951,623 | | |
Real Estate (0.8%): | |
Shimao Services Holdings Ltd. (b) | | | 101,531 | | | | 349,956 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Utilities (0.8%): | |
China Gas Holdings Ltd. | | | 44,000 | | | $ | 134,040 | | |
China Longyuan Power Group Corp. Ltd., Class H | | | 140,000 | | | | 241,046 | | |
| | | 375,086 | | |
| | | 15,603,422 | | |
Greece (1.0%): | |
Financials (0.5%): | |
National Bank of Greece SA (a) | | | 74,547 | | | | 212,448 | | |
Industrials (0.5%): | |
Mytilineos SA | | | 12,734 | | | | 231,599 | | |
| | | 444,047 | | |
Hong Kong (2.4%): | |
Consumer Discretionary (0.5%): | |
JS Global Lifestyle Co. Ltd. (b) | | | 81,500 | | | | 229,453 | | |
Financials (0.8%): | |
BOC Hong Kong Holdings Ltd. | | | 107,000 | | | | 362,666 | | |
Industrials (0.5%): | |
Pacific Basin Shipping Ltd. (a) | | | 632,000 | | | | 254,634 | | |
Information Technology (0.6%): | |
ASM Pacific Technology Ltd. | | | 21,400 | | | | 289,897 | | |
| | | 1,136,650 | | |
India (8.6%): | |
Energy (0.9%): | |
Hindustan Petroleum Corp. Ltd. | | | 106,565 | | | | 420,902 | | |
Financials (2.7%): | |
Cholamandalam Investment and Finance Co. Ltd. | | | 47,162 | | | | 326,290 | | |
Federal Bank Ltd. (a) | | | 263,686 | | | | 309,724 | | |
HDFC Bank Ltd., ADR (a) | | | 4,045 | | | | 295,771 | | |
LIC Housing Finance Ltd. | | | 54,870 | | | | 347,678 | | |
| | | 1,279,463 | | |
Health Care (1.2%): | |
Divi's Laboratories Ltd. (a) | | | 4,572 | | | | 271,348 | | |
Dr. Reddy's Laboratories Ltd. | | | 3,780 | | | | 276,405 | | |
| | | 547,753 | | |
Information Technology (2.0%): | |
Infosys Ltd., ADR | | | 43,297 | | | | 917,463 | | |
Materials (1.8%): | |
Dalmia Bharat Ltd. (a) | | | 6,576 | | | | 167,646 | | |
NMDC Ltd. | | | 149,361 | | | | 371,025 | | |
Tata Steel Ltd. | | | 17,783 | | | | 279,822 | | |
| | | 818,493 | | |
| | | 3,984,074 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Indonesia (0.4%): | |
Financials (0.4%): | |
PT Bank Negara Indonesia Persero Tbk | | | 615,400 | | | $ | 196,970 | | |
Isle of Man (0.0%): (d) | |
Real Estate (0.0%): | |
NEPI Rockcastle PLC | | | 1 | | | | 7 | | |
Korea, Republic Of (16.3%): | |
Communication Services (1.9%): | |
LG Uplus Corp. | | | 29,358 | | | | 400,319 | | |
NAVER Corp. | | | 1,369 | | | | 508,061 | | |
| | | 908,380 | | |
Financials (2.9%): | |
DB Insurance Co. Ltd. | | | 5,101 | | | | 248,435 | | |
Hana Financial Group, Inc. | | | 9,695 | | | | 397,368 | | |
Samsung Securities Co. Ltd. | | | 6,832 | | | | 272,601 | | |
Woori Financial Group, Inc. | | | 41,154 | | | | 419,039 | | |
| | | 1,337,443 | | |
Health Care (1.4%): | |
Hugel, Inc. (a) | | | 1,177 | | | | 250,966 | | |
InBody Co. Ltd. | | | 5,489 | | | | 147,250 | | |
Samsung Biologics Co. Ltd. (a) (b) | | | 337 | | | | 251,130 | | |
| | | 649,346 | | |
Industrials (3.0%): | |
CJ Corp. | | | 2,298 | | | | 218,169 | | |
CJ Logistics Corp. (a) | | | 1,300 | | | | 204,177 | | |
Hanwha Aerospace Co. Ltd. | | | 7,616 | | | | 317,691 | | |
Hyundai Engineering & Construction Co. Ltd. | | | 7,059 | | | | 365,468 | | |
LG Corp. | | | 3,050 | | | | 277,526 | | |
| | | 1,383,031 | | |
Information Technology (6.4%): | |
Samsung Electronics Co. Ltd. | | | 31,434 | | | | 2,250,539 | | |
SK Hynix, Inc. | | | 6,701 | | | | 756,433 | | |
| | | 3,006,972 | | |
Materials (0.7%): | |
PI Advanced Materials Co. Ltd. | | | 6,246 | | | | 304,405 | | |
| | | 7,589,577 | | |
Luxembourg (0.8%): | |
Materials (0.8%): | |
Ternium SA, ADR | | | 10,036 | | | | 385,985 | | |
Malaysia (1.0%): | |
Consumer Discretionary (0.5%): | |
MR DIY Group M Bhd (b) | | | 254,600 | | | | 220,392 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Financials (0.5%): | |
Public Bank Bhd | | | 225,900 | | | $ | 223,745 | | |
| | | 444,137 | | |
Mexico (3.1%): | |
Consumer Discretionary (0.8%): | |
Alsea SAB de CV (a) | | | 107,485 | | | | 191,301 | | |
Betterware de Mexico SAB de CV | | | 3,096 | | | | 154,862 | | |
| | | 346,163 | | |
Financials (0.3%): | |
Grupo Financiero Banorte SAB de CV, Class O | | | 8,334 | | | | 53,845 | | |
Regional SAB de CV | | | 16,997 | | | | 99,981 | | |
| | | 153,826 | | |
Industrials (0.6%): | |
Controladora Vuela Cia de Aviacion SAB de CV, ADR (a) | | | 13,120 | | | | 252,035 | | |
Materials (0.9%): | |
Cemex SAB de CV, ADR (a) | | | 50,689 | | | | 425,788 | | |
Real Estate (0.5%): | |
Corp Inmobiliaria Vesta SAB de CV | | | 125,903 | | | | 244,992 | | |
| | | 1,422,804 | | |
Russian Federation (2.5%): | |
Consumer Discretionary (0.7%): | |
Detsky Mir PJSC (b) | | | 156,920 | | | | 324,678 | | |
Energy (0.5%): | |
Rosneft Oil Co. PJSC, GDR | | | 33,576 | | | | 260,413 | | |
Financials (1.3%): | |
Sberbank of Russia PJSC, ADR | | | 35,371 | | | | 587,760 | | |
| | | 1,172,851 | | |
Saudi Arabia (0.5%): | |
Financials (0.5%): | |
The Saudi National Bank | | | 16,158 | | | | 248,219 | | |
Singapore (0.5%): | |
Communication Services (0.5%): | |
Sea Ltd., ADR (a) | | | 910 | | | | 249,886 | | |
South Africa (3.8%): | |
Communication Services (1.0%): | |
MTN Group (a) | | | 65,844 | | | | 475,946 | | |
Consumer Discretionary (0.8%): | |
Mr. Price Group Ltd. | | | 18,334 | | | | 269,373 | | |
The Foschini Group Ltd. | | | 7,020 | | | | 78,224 | | |
| | | 347,597 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Financials (1.2%): | |
Absa Group Ltd. (a) | | | 29,715 | | | $ | 282,409 | | |
Capitec Bank Holdings Ltd. | | | 2,483 | | | | 292,847 | | |
| | | 575,256 | | |
Materials (0.8%): | |
Impala Platinum Holdings Ltd. | | | 23,875 | | | | 392,891 | | |
| | | 1,791,690 | | |
Taiwan (13.3%): | |
Consumer Discretionary (0.5%): | |
Gourmet Master Co. Ltd. (a) | | | 31,000 | | | | 189,669 | | |
Topkey Corp. | | | 9,000 | | | | 50,701 | | |
| | | 240,370 | | |
Financials (0.9%): | |
Yuanta Financial Holding Co. Ltd. | | | 462,040 | | | | 444,939 | | |
Industrials (1.7%): | |
China Airlines Ltd. (a) | | | 347,000 | | | | 237,394 | | |
Evergreen Marine Corp. Taiwan Ltd. (a) | | | 78,000 | | | | 550,999 | | |
| | | 788,393 | | |
Information Technology (9.6%): | |
Hon Hai Precision Industry Co. Ltd. | | | 83,000 | | | | 333,275 | | |
MediaTek, Inc. | | | 17,000 | | | | 586,319 | | |
Nanya Technology Corp. | | | 153,000 | | | | 437,287 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 128,259 | | | | 2,762,694 | | |
Walsin Technology Corp. | | | 44,000 | | | | 358,899 | | |
| | | 4,478,474 | | |
Materials (0.6%): | |
Formosa Plastics Corp. | | | 72,000 | | | | 266,093 | | |
| | | 6,218,269 | | |
Thailand (1.9%): | |
Energy (0.7%): | |
PTT PCL (c) | | | 267,400 | | | | 328,169 | | |
Financials (0.7%): | |
The Siam Commercial Bank PCL | | | 98,700 | | | | 302,349 | | |
Real Estate (0.5%): | |
AP Thailand PCL | | | 927,700 | | | | 241,948 | | |
| | | 872,466 | | |
Turkey (1.6%): | |
Communication Services (0.5%): | |
Turk Telekomunikasyon A/S | | | 280,100 | | | | 213,735 | | |
Consumer Discretionary (0.0%): (d) | |
Yatas Yatak ve Yorgan Sanayi ve Ticaret A/S | | | 1 | | | | 1 | | |
Consumer Staples (0.4%): | |
Anadolu Efes Biracilik Ve Malt Sanayii A/S | | | 66,228 | | | | 169,516 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Industrials (0.4%): | |
Turkiye Sise ve Cam Fabrikalari A/S | | | 224,669 | | | $ | 197,404 | | |
Information Technology (0.3%): | |
Logo Yazilim Sanayi Ve Ticaret A/S | | | 41,728 | | | | 159,506 | | |
| | | 740,162 | | |
United Kingdom (0.9%): | |
Materials (0.9%): | |
Anglo American PLC | | | 10,592 | | | | 421,441 | | |
Total Common Stocks (Cost $32,119,852) | | | 46,360,150 | | |
Collateral for Securities Loaned^ (1.1%) | |
United States (1.1%): | |
BlackRock Liquidity Funds TempFund, Institutional Shares, 0.04% (e) | | | 10,631 | | | | 10,631 | | |
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (e) | | | 287,962 | | | | 287,962 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (e) | | | 5,305 | | | | 5,305 | | |
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (e) | | | 42,304 | | | | 42,304 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (e) | | | 190,206 | | | | 190,206 | | |
Total Collateral for Securities Loaned (Cost $536,408) | | | 536,408 | | |
Total Investments (Cost $32,656,260) — 100.6% | | | 46,896,558 | | |
Liabilities in excess of other assets — (0.6)% | | | (297,719 | ) | |
NET ASSETS — 100.00% | | $ | 46,598,839 | | |
^ Purchased with cash collateral from securities on loan.
(a) Non-income producing security.
(b) Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $4,321,682 and amounted to 9.3% of net assets.
(c) All or a portion of this security is on loan.
(d) Amount represents less than 0.05% of net assets.
(e) Rate disclosed is the daily yield on June 30, 2021.
ADR — American Depositary Receipt
GDR — Global Depositary Receipt
PCL — Public Company Limited
PLC — Public Limited Company
See notes to financial statements.
10
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2021 | |
(Unaudited)
| | Victory Sophus Emerging Markets VIP Series | |
Assets: | |
Investments, at value (Cost $32,656,260) | | $ | 46,896,558 | (a) | |
Foreign currency, at value (Cost $42,433) | | | 42,376 | | |
Cash | | | 235,532 | | |
Receivables: | |
Interest and dividends | | | 78,919 | | |
Capital shares issued | | | 855 | | |
Investments sold | | | 381,513 | | |
Reclaims | | | 550 | | |
Foreign capital gains taxes | | | 44,932 | | |
From Adviser | | | 1,685 | | |
From Custodian | | | 9,771 | | |
Prepaid expenses | | | 237 | | |
Total Assets | | | 47,692,928 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 536,408 | | |
Investments purchased | | | 403,131 | | |
Capital shares redeemed | | | 15,694 | | |
Accrued foreign capital gains taxes | | | 74,298 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 38,322 | | |
Administration fees | | | 2,386 | | |
Custodian fees | | | 10,488 | | |
Transfer agent fees | | | 57 | | |
Compliance fees | | | 25 | | |
Other accrued expenses | | | 13,280 | | |
Total Liabilities | | | 1,094,089 | | |
Net Assets: | |
Capital | | | 26,464,431 | | |
Total accumulated earnings/(loss) | | | 20,134,408 | | |
Net Assets | | $ | 46,598,839 | | |
Shares Outstanding (unlimited shares authorized with a par value of $0.001 per share): | | | 2,379,994 | | |
Net asset value: | | $ | 19.58 | | |
(a) Includes $509,038 of securities on loan.
See notes to financial statements.
11
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2021 | |
(Unaudited)
| | Victory Sophus Emerging Markets VIP Series | |
Investment Income: | |
Dividends | | $ | 479,511 | | |
Interest | | | 41 | | |
Securities lending (net of fees) | | | 758 | | |
Foreign tax withholding | | | (51,202 | ) | |
Total Income | | | 429,108 | | |
Expenses: | |
Investment advisory fees | | | 234,354 | | |
Administration fees | | | 13,144 | | |
Sub-Administration fees | | | 8,232 | | |
Custodian fees | | | 32,150 | | |
Transfer agent fees | | | 171 | | |
Trustees' fees | | | 2,077 | | |
Compliance fees | | | 173 | | |
Legal and audit fees | | | 14,626 | | |
Interest fees | | | 146 | | |
Other expenses | | | 16,560 | | |
Total Expenses | | | 321,633 | | |
Expenses waived/reimbursed by Adviser | | | (5,049 | ) | |
Net Expenses | | | 316,584 | | |
Net Investment Income (Loss) | | | 112,524 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities and foreign currency translations | | | 4,940,668 | | |
Foreign taxes on realized gains | | | (743 | ) | |
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations | | | (467,418 | ) | |
Net change in accrued foreign taxes on unrealized gains | | | (70,799 | ) | |
Net realized/unrealized gains (losses) on investments | | | 4,401,708 | | |
Change in net assets resulting from operations | | $ | 4,514,232 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory Sophus Emerging Markets VIP Series | |
| | Six Months Ended June 30, 2021 (Unaudited) | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 112,524 | | | $ | 190,863 | | |
Net realized gains (losses) from investments | | | 4,939,925 | | | | 939,470 | | |
Net change in unrealized appreciation/depreciation on investments | | | (538,217 | ) | | | 4,745,613 | | |
Change in net assets resulting from operations | | | 4,514,232 | | | | 5,875,946 | | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (1,152,495 | ) | |
Change in net assets resulting from capital transactions | | | (2,934,919 | ) | | | (4,274,877 | ) | |
Change in net assets | | | 1,579,313 | | | | 448,574 | | |
Net Assets: | |
Beginning of period | | | 45,019,526 | | | | 44,570,952 | | |
End of period | | $ | 46,598,839 | | | $ | 45,019,526 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 1,646,142 | | | $ | 1,478,925 | | |
Distributions reinvested | | | — | | | | 1,152,495 | | |
Cost of shares redeemed | | | (4,581,061 | ) | | | (6,906,297 | ) | |
Change in net assets resulting from capital transactions | | $ | (2,934,919 | ) | | $ | (4,274,877 | ) | |
Share Transactions: | |
Issued | | | 86,338 | | | | 105,344 | | |
Reinvested | | | — | | | | 66,922 | | |
Redeemed | | | (240,628 | ) | | | (471,386 | ) | |
Change in Shares | | | (154,290 | ) | | | (299,120 | ) | |
See notes to financial statements.
13
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 Contributions from Prior Custodian, Net(b) | |
Victory Sophus Emerging Markets VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | $ | 17.76 | | | | 0.05 | | | | 1.77 | | | | 1.82 | | | | — | | | | — | | | | — | | | | — | | |
Year Ended: December 31, 2020 | | $ | 15.73 | | | | 0.07 | | | | 2.42 | | | | 2.49 | | | | (0.32 | ) | | | (0.14 | ) | | | (0.46 | ) | | | — | | |
December 31, 2019 | | $ | 13.59 | | | | 0.29 | | | | 2.85 | | | | 3.14 | | | | (0.16 | ) | | | (0.84 | ) | | | (1.00 | ) | | | — | | |
December 31, 2018 | | $ | 18.79 | | | | 0.20 | | | | (3.79 | ) | | | (3.59 | ) | | | (0.14 | ) | | | (1.47 | ) | | | (1.61 | ) | | | — | | |
December 31, 2017 | | $ | 13.26 | | | | 0.17 | | | | 5.51 | | | | 5.68 | | | | (0.15 | ) | | | — | | | | (0.15 | ) | | | — | | |
December 31, 2016 | | $ | 11.99 | | | | 0.12 | | | | 1.14 | | | | 1.26 | | | | (0.12 | ) | | | — | | | | (0.12 | ) | | | 0.13 | | |
* 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) The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.95% for the period shown.
(c) Not annualized for periods less than one year.
(d) 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.
(e) Annualized for periods less than one year.
See notes to financial statements.
14
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*(c)(d) | | Net Expenses(e) | | Net Investment Income (Loss)(e) | | Gross Expenses(e) | | Net Assets, End of Period (000's) | | Portfolio Turnover(c) | |
Victory Sophus Emerging Markets VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | $ | 19.58 | | | | 10.19 | % | | | 1.35 | % | | | 0.48 | % | | | 1.37 | % | | $ | 46,599 | | | | 71 | % | |
Year Ended: December 31, 2020 | | $ | 17.76 | | | | 16.02 | % | | | 1.35 | % | | | 0.49 | % | | | 1.48 | % | | $ | 45,020 | | | | 96 | % | |
December 31, 2019 | | $ | 15.73 | | | | 23.28 | % | | | 1.35 | % | | | 1.93 | % | | | 1.40 | % | | $ | 44,571 | | | | 91 | % | |
December 31, 2018 | | $ | 13.59 | | | | (18.97 | )% | | | 1.34 | % | | | 1.12 | % | | | 1.34 | % | | $ | 42,385 | | | | 105 | % | |
December 31, 2017 | | $ | 18.79 | | | | 42.88 | % | | | 1.33 | % | | | 1.03 | % | | | 1.33 | % | | $ | 62,550 | | | | 99 | % | |
December 31, 2016 | | $ | 13.26 | | | | 11.57 | %(b) | | | 1.34 | % | | | 0.98 | % | | | 1.35 | % | | $ | 48,634 | | | | 102 | % | |
See notes to financial statements.
15
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2021 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an 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.
The accompanying financial statements are those of the Sophus Emerging Markets VIP Series (the "Fund"), a series of the Trust. The Fund offers a single class of shares: Class I. 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 Fund is classified as diversified under the 1940 Act.
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 under Accounting Standards Codification Topic 946.
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.
Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Portfolio securities listed or traded on securities exchanges, including exchange-traded funds ("ETFs") and American Depositary Receipts ("ADRs"), are valued at the closing price on the exchange or system where the security is principally traded, if available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.
In the event that price quotations or valuations are not readily available, investments 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. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.
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 June 30, 2021, 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 | | $ | 10,333,507 | | | $ | 36,026,643 | | | $ | — | | | $ | 46,360,150 | | |
Collateral for Securities Loaned | | | 536,408 | | | | — | | | | — | | | | 536,408 | | |
Total | | $ | 10,869,915 | | | $ | 36,026,643 | | | $ | — | | | $ | 46,896,558 | | |
For the six months ended June 30, 2021, there were no transfers in or out of Level 3 in the 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:
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 a 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
17
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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 June 30, 2021, 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. Paydown gains or losses on applicable securities, if any, are recorded as components of 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 has 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"). 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, primarily open-end investment companies, 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 earn a return from the collateral. The Fund pays Citibank 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 a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
18
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
The following table is a summary of the Fund's securities lending transactions which are subject to offset under the MSLA as of June 30, 2021. 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 Non-cash Collateral Received by Maturity | | | |
(Value of Securities on Loan) | | Cash Collateral Received* | | <30 Days | | Between 30 & 90 Days | | >90 Days | | Net Amount | |
$ | 509,038 | | | $ | 509,038 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* 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 investment securities and foreign currency translations on the Statement of Operations. Any realized gains or losses from these fluctuations, including foreign currency arising from in-kind redemptions, are disclosed as Net realized gains (losses) from investment securities 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 Fund's policy 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 a 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.
19
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
3. Purchases and Sales:
Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2021, were as follows for the Fund:
| | Excluding U.S. Government Securities | |
| | Purchases | | Sales | |
| | | | $ | 32,612,769 | | | $ | 35,593,491 | | |
There were no purchases or sales of U.S. Government Securities during the six months ended June 30, 2021.
4. Fees and Transactions with Affiliates and Related Parties:
Investment Advisory Fees:
Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 1.00% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended June 30, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM serves as the Fund's administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Victory Funds Complex"). The tiered rates at which VCM is paid by the Fund are shown in the table below:
| | Net Assets up to $15 billion | | Net Assets $15 billion — $30 billion | | Net Assets over $30 billion | |
| | | | | 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the six months ended June 30, 2021, 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Sub-Administration 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Compliance fees.
Transfer Agency 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Transfer agent fees.
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Distributor/Underwriting Services:
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, and receives no fee or other compensation for these services.
Other Fees:
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statement of Operations as Custodian fees.
Sidley Austin LLP provides legal services to the Trust.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2022. 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures that 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 June 30, 2021, the expense limit (excluding voluntary waivers) is 1.35%.
Under the terms of the expense limitation agreement, amended May 1, 2021, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.
As of June 30, 2021, 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 June 30, 2021.
Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 22,632 | | | $ | 50,693 | | | $ | 5,049 | | | $ | 78,374 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. These waivers are not available for recoupment and are reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser.
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, legal counsel, and Distributor.
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.
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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.
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex 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, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the period ended June 30, 2021, 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each Fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the renewal, the annual commitment fee of 0.15% remains unchanged and the upfront fee of 0.10% was discontinued. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.
The Fund had no borrowings under the Line of Credit agreement during the six months ended June 30, 2021.
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 in the Victory Funds Complex 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, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending fees.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2021.
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
7. Federal Income Tax Information:
The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid 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 distribution 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.
The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2021.
As of the tax year ended December 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.
23
Victory Variable Insurance Funds | | Supplemental Information June 30, 2021 | |
(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 12 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. Forms N-PORT is available on the SEC's website 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 and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2021, through June 30, 2021.
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 below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value 6/30/21 | | Actual Expenses Paid During Period 1/1/21-6/30/21* | | Hypothetical Expenses Paid During Period 1/1/21-6/30/21* | | Annualized Expense Ratio During Period 1/1/21-6/30/21 | |
$ | 1,000.00 | | | $ | 1,101.90 | | | $ | 1,018.10 | | | $ | 7.04 | | | $ | 6.76 | | | | 1.35 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
24
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2021 | |
(Unaudited)
Liquidity Risk Management Program:
The Victory Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Victory Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.
Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.
At a meeting held on February 18, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.
25
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215662_za004.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SEMVIP-SAR (6/21)
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215663_aa001.jpg)
June 30, 2021
Semi Annual Report
Victory Variable Insurance Funds
Victory High Yield VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
TABLE OF CONTENTS
Investment Objective & Portfolio Holdings | | | 3 | | |
Schedule of Portfolio Investments | | | 4 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 10 | | |
Statement of Operations | | | 11 | | |
Statements of Changes in Net Assets | | | 12 | | |
Financial Highlights | | | 14 | | |
Notes to Financial Statements | | | 16 | | |
Supplemental Information | | | 24 | | |
Proxy Voting and Portfolio Holdings Information | | | 24 | | |
Expense Example | | | 24 | | |
Liquidity Risk Management Program | | | 25 | | |
Privacy Policy (inside back cover) | | | |
1
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 vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215663_ba002.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
2
Victory Variable Insurance Funds Victory High Yield VIP Series | | June 30, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund's investment objective seeks to provide current income. Capital appreciation is a secondary objective.
Asset Allocation*:
June 30, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215663_bc003.jpg)
* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
Refer to the Schedule of Portfolio Investments for a complete list of securities.
3
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments June 30, 2021 | |
(Unaudited)
Security Description | | Shares or Principal Amount | | Value | |
Common Stocks (1.1%) | |
Communication Services (1.0%): | |
AMC Networks, Inc., Class A (a) (b) | | | 580 | | | $ | 38,744 | | |
iHeartMedia, Inc., Class A (a) | | | 3,500 | | | | 94,255 | | |
Nexstar Media Group, Inc., Class A | | | 1,000 | | | | 147,880 | | |
Sinclair Broadcast Group, Inc., Class A | | | 1,800 | | | | 59,796 | | |
| | | 340,675 | | |
Health Care (0.1%): | |
Surgery Partners, Inc. (a) (b) | | | 309 | | | | 20,586 | | |
Total Common Stocks (Cost $264,291) | | | 361,261 | | |
Senior Secured Loans (19.4%) | |
Alphabet Holding Co., Inc., Initial Term Loan, Second Lien, 7.84% (LIBOR01M+775bps), 8/15/25 (c) | | $ | 196,875 | | | | 196,936 | | |
Caesars Resort Collection LLC, Term B-1 Loans, First Lien, 4.59% (LIBOR01M+450bps), 6/19/25 (c) | | | 248,125 | | | | 248,745 | | |
Dayco Products LLC, Term Loans, First Lien, 4.39% (LIBOR03M+425bps), 5/19/24 (c) | | | 480,000 | | | | 455,400 | | |
Dynasty Acquisition Co., Inc., 2020 Specified Refi Term B-1 Loans, First Lien, 3.70% (LIBOR03M+350bps), 4/8/26 (c) | | | 223,799 | | | | 217,831 | | |
Golden Nugget, Inc., Senior Secured Term Loan, First Lien, 3.25% (LIBOR02M+250bps), 10/4/23 (c) | | | 494,389 | | | | 490,394 | | |
Graham Packaging Co., Inc., New Term Loans, First Lien, 3.75% (LIBOR01M+300bps), 8/4/27 (c) | | | 249,375 | | | | 249,006 | | |
Great Outdoors Group LLC, Term B-1 Loan, First Lien, 5.00% (LIBOR03M+425bps), 2/26/28 (c) | | | 248,750 | | | | 249,372 | | |
Hertz Corp., Term Loan B, First Lien, 6/14/28 (d) (e) | | | 84,142 | | | | 84,037 | | |
Hertz Corp., Term Loan C, First Lien, 6/14/28 (d) (e) | | | 15,858 | | | | 15,838 | | |
Holley Purchaser, Inc., Initial Term Loan, First Lien, 5.19% (LIBOR03M+500bps), 10/26/25 (c) | | | 393,473 | | | | 392,163 | | |
Jo-Ann Stores LLC, Loan, First Lien, 6.00% (LIBOR01M+500bps), 10/16/23 (c) | | | 250,000 | | | | 249,625 | | |
Jo-Ann Stores LLC, Term Loan B, First Lien, 6/30/28 (d) | | | 250,000 | | | | 249,375 | | |
LIFE TIME, Inc., 2021 Refinancing Term Loan, First Lien, 5.75% (LIBOR03M+475bps), 12/15/24 (c) | | | 248,750 | | | | 249,372 | | |
LifeScan Global Corp., Initial Term Loan, First Lien, 6.20% (LIBOR03M+600bps), 6/19/24 (c) | | | 412,500 | | | | 408,375 | | |
Navistar, Inc., Tranche B Term Loan, First Lien, 3.60% (LIBOR02M+350bps), 11/6/24 (c) | | | 240,047 | | | | 240,047 | | |
Petco Health & Wellness Co., Inc., Initial Term Loans, First Lien, 4.00% (LIBOR03M+325bps), 2/25/28 (c) | | | 399,000 | | | | 398,074 | | |
PetSmart, Inc., Initial Term Loans, First Lien, 4.50% (LIBOR06M+375bps), 2/12/28 (c) | | | 75,000 | | | | 75,019 | | |
Reynolds Group Holdings, Inc., 2017 Incremental U.S. Term Loans, First Lien, 2.84% (LIBOR01M+275bps), 2/5/23 (c) | | | 95,057 | | | | 94,819 | | |
SIWF Holdings, Inc., Initial Term Loan, Second Lien, 8.59% (LIBOR01M+850bps), 5/26/26 (c) | | | 500,000 | | | | 500,758 | | |
Spectacle Gary Holdings LLC, Closing Date Term Loan, First Lien, 11.00% (LIBOR03M+900bps), 12/23/25 (c) | | | 233,108 | | | | 253,505 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Spectacle Gary Holdings LLC, Delayed Draw Term Loan Commitment, First Lien, 11.00% (LIBOR03M+900bps), 12/23/25 (c) | | $ | 16,892 | | | $ | 18,370 | | |
Standard Aero Ltd., 2020 SPCFD Refi Term B-2 Loans, First Lien, 3.70% (LIBOR03M+350bps), 4/8/26 (c) | | | 120,322 | | | | 117,113 | | |
Stars Group Holdings BV, Term Loan, First Lien, 3.70% (LIBOR03M+350bps), 6/27/25 (c) | | | 201,173 | | | | 201,199 | | |
The Michaels Cos., Inc., Term B Loans, First Lien, 5.00% (LIBOR03M+425bps), 4/15/28 (c) | | | 300,000 | | | | 301,092 | | |
United Airlines, Inc., Class B Term Loans, First Lien, 4.50% (LIBOR03M+375bps), 4/21/28 (c) | | | 174,125 | | | | 176,253 | | |
Victoria's Secret & Co., Term B, First Lien, 6/30/28 (d) | | | 100,000 | | | | 99,250 | | |
Total Senior Secured Loans (Cost $6,134,134) | | | 6,231,968 | | |
Corporate Bonds (63.8%) | |
Communication Services (11.1%): | |
AMC Networks, Inc., 4.75%, 8/1/25, Callable 8/9/21 @ 102.38 | | | 400,000 | | | | 410,580 | | |
Cinemark USA, Inc., 5.25%, 7/15/28, Callable 7/15/24 @ 102.63 (f) (g) | | | 250,000 | | | | 256,362 | | |
Cumulus Media New Holdings, Inc., 6.75%, 7/1/26, Callable 7/1/22 @ 103.38 (b) (f) | | | 452,000 | | | | 472,910 | | |
Entercom Media Corp., 6.75%, 3/31/29, Callable 3/31/24 @ 103.38 (b) (f) | | | 200,000 | | | | 207,874 | | |
Gray Television, Inc., 4.75%, 10/15/30, Callable 10/15/25 @ 102.38 (f) | | | 250,000 | | | | 248,940 | | |
iHeartCommunications, Inc., 8.38%, 5/1/27, Callable 5/1/22 @ 104.19 | | | 250,000 | | | | 268,207 | | |
Meredith Corp., 6.88%, 2/1/26, Callable 8/9/21 @ 103.44 (b) | | | 250,000 | | | | 260,572 | | |
Nexstar Broadcasting, Inc., 5.63%, 7/15/27, Callable 7/15/22 @ 104.22 (f) | | | 250,000 | | | | 265,848 | | |
Sinclair Television Group, Inc., 5.50%, 3/1/30, Callable 12/1/24 @ 102.75 (f) (g) | | | 250,000 | | | | 254,705 | | |
Sirius XM Radio, Inc., 5.50%, 7/1/29, Callable 7/1/24 @ 102.75 (f) (g) | | | 250,000 | | | | 272,373 | | |
Univision Communications, Inc. 6.63%, 6/1/27, Callable 6/1/23 @ 103.31 (f) | | | 500,000 | | | | 541,765 | | |
4.50%, 5/1/29, Callable 5/1/24 @ 102.25 (f) | | | 100,000 | | | | 100,752 | | |
| | | 3,560,888 | | |
Consumer Discretionary (14.0%): | |
Academy Ltd., 6.00%, 11/15/27, Callable 11/15/23 @ 103 (f) | | | 200,000 | | | | 214,012 | | |
Affinity Gaming, 6.88%, 12/15/27, Callable 12/1/23 @ 103.44 (f) | | | 250,000 | | | | 265,807 | | |
Ambience Merger Sub, Inc., 7.13%, 7/15/29, Callable 7/15/24 @ 103.56 (e) (f) | | | 200,000 | | | | 201,806 | | |
Beazer Homes USA, Inc., 5.88%, 10/15/27, Callable 10/15/22 @ 102.94 (b) | | | 400,000 | | | | 420,172 | | |
Boyd Gaming Corp., 8.63%, 6/1/25, Callable 6/1/22 @ 104.31 (f) | | | 300,000 | | | | 330,408 | | |
Caesars Resort Collection LLC/CRC Finco, Inc., 5.25%, 10/15/25, Callable 7/19/21 @ 102.63 (f) | | | 250,000 | | | | 253,217 | | |
Diamond Sports Group LLC/Diamond Sports Finance Co., 6.63%, 8/15/27, Callable 8/15/22 @ 103.31 (b) (f) (g) | | | 400,000 | | | | 196,188 | | |
Ford Motor Co., 9.00%, 4/22/25, Callable 3/22/25 @ 100 (g) | | | 250,000 | | | | 308,065 | | |
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26, Callable 1/15/26 @ 100 (f) | | | 250,000 | | | | 252,468 | | |
LBM Acquisition LLC, 6.25%, 1/15/29, Callable 1/15/24 @ 103.13 (f) | | | 200,000 | | | | 201,516 | | |
Magic Mergeco, Inc., 7.88%, 5/1/29, Callable 5/1/24 @ 103.94 (f) | | | 150,000 | | | | 154,559 | | |
Mattel, Inc., 5.45%, 11/1/41, Callable 5/1/41 @ 100 | | | 250,000 | | | | 288,732 | | |
MGM Resorts International, 5.50%, 4/15/27, Callable 1/15/27 @ 100 | | | 250,000 | | | | 274,480 | | |
Panther BF Aggregator 2 LP/Panther Finance Co., Inc., 8.50%, 5/15/27, Callable 5/15/22 @ 104.25 (f) | | | 250,000 | | | | 272,517 | | |
Scientific Games International, Inc., 8.25%, 3/15/26, Callable 3/15/22 @ 104.13 (f) | | | 300,000 | | | | 322,164 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Tenneco, Inc. 5.00%, 7/15/26, Callable 8/9/21 @ 102.5 (b) | | $ | 130,000 | | | $ | 129,340 | | |
7.88%, 1/15/29, Callable 1/15/24 @ 103.94 (f) | | | 70,000 | | | | 79,047 | | |
Viking Cruises Ltd., 13.00%, 5/15/25, Callable 5/15/22 @ 109.75 (f) (g) | | | 300,000 | | | | 352,812 | | |
| | | 4,517,310 | | |
Consumer Staples (3.8%): | |
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC, 5.88%, 2/15/28, Callable 8/15/22 @ 104.41 (f) | | | 250,000 | | | | 269,355 | | |
B&G Foods, Inc., 5.25%, 4/1/25, Callable 8/9/21 @ 102.63 | | | 200,000 | | | | 205,632 | | |
Dole Food Co., Inc., 7.25%, 6/15/25, Callable 8/9/21 @ 101.81 (f) | | | 500,000 | | | | 510,085 | | |
Simmons Foods, Inc./Simmons prepared Foods, Inc./Simmons Pet Food, Inc./ Simmons Feed, 4.63%, 3/1/29, Callable 3/1/24 @ 102.31 (f) | | | 50,000 | | | | 50,470 | | |
Triton Water Holdings, Inc., 6.25%, 4/1/29, Callable 4/1/24 @ 103.13 (f) | | | 200,000 | | | | 201,386 | | |
| | | 1,236,928 | | |
Energy (2.2%): | |
Antero Midstream Partners LP/Antero Midstream Finance Corp., 5.38%, 6/15/29, Callable 6/15/24 @ 102.69 (f) | | | 50,000 | | | | 52,216 | | |
Antero Resources Corp. 8.38%, 7/15/26, Callable 1/15/24 @ 104.19 (f) | | | 250,000 | | | | 284,298 | | |
7.63%, 2/1/29, Callable 2/1/24 @ 103.81 (f) | | | 100,000 | | | | 111,192 | | |
Comstock Resources, Inc., 6.75%, 3/1/29, Callable 3/1/24 @ 103.38 (f) | | | 100,000 | | | | 106,514 | | |
Occidental Petroleum Corp., 5.50%, 12/1/25, Callable 9/1/25 @ 100 | | | 50,000 | | | | 55,247 | | |
Range Resources Corp., 5.00%, 3/15/23, Callable 12/15/22 @ 100 | | | 100,000 | | | | 104,047 | | |
| | | 713,514 | | |
Financials (5.9%): | |
BCPE Cycle Merger Sub II, Inc., 10.63%, 7/15/27, Callable 7/15/22 @ 105.31 (f) | | | 300,000 | | | | 314,430 | | |
BCPE Ulysses Intermediate, Inc. PIK, 7.75%, 4/1/27, Callable 4/1/23 @ 102 (f) (h) | | | 50,000 | | | | 51,306 | | |
Compass Group Diversified Holdings LLC, 5.25%, 4/15/29, Callable 4/15/24 @ 102.63 (f) | | | 200,000 | | | | 208,200 | | |
Gray Television, Inc., 7.00%, 5/15/27, Callable 5/15/22 @ 105.25 (f) | | | 250,000 | | | | 271,412 | | |
LABL Escrow Issuer LLC, 10.50%, 7/15/27, Callable 7/15/22 @ 105.25 (f) (g) | | | 250,000 | | | | 275,395 | | |
Resideo Funding, Inc., 6.13%, 11/1/26, Callable 11/1/21 @ 104.59 (f) | | | 194,000 | | | | 204,622 | | |
Victors Merger Corp., 6.38%, 5/15/29, Callable 5/15/24 @ 103.19 (f) | | | 200,000 | | | | 201,576 | | |
White Capital Parent LLC PIK, 8.25%, 3/15/26, Callable 3/15/22 @ 102 (f) (h) | | | 150,000 | | | | 155,199 | | |
Wolverine Escrow LLC, 13.13%, 11/15/27, Callable 11/15/22 @ 109.84 (b) (f) | | | 250,000 | | | | 210,765 | | |
| | | 1,892,905 | | |
Health Care (7.6%): | |
Air Methods Corp., 8.00%, 5/15/25, Callable 8/9/21 @ 102 (f) (g) | | | 250,000 | | | | 236,255 | | |
CHS/Community Health Systems, Inc., 6.13%, 4/1/30, Callable 4/1/25 @ 103.06 (f) | | | 50,000 | | | | 50,749 | | |
Ortho-Clinical Diagnostics, Inc./Ortho-Clinical Diagnostics SA, 7.25%, 2/1/28, Callable 2/1/23 @ 103.63 (f) | | | 148,000 | | | | 161,820 | | |
Radiology Partners, Inc., 9.25%, 2/1/28, Callable 2/1/23 @ 104.63 (f) (g) | | | 300,000 | | | | 332,481 | | |
Regional Care Hospital Partners Holdings, Inc./LifePoint Health, Inc., 9.75%, 12/1/26, Callable 12/1/21 @ 104.88 (f) | | | 300,000 | | | | 323,136 | | |
Surgery Center Holdings, Inc., 10.00%, 4/15/27, Callable 4/15/22 @ 105 (f) | | | 250,000 | | | | 274,570 | | |
Team Health Holdings, Inc., 6.38%, 2/1/25, Callable 7/23/21 @ 101.59 (f) | | | 350,000 | | | | 333,158 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Tenet Healthcare Corp., 6.13%, 10/1/28, Callable 10/1/23 @ 103.06 (f) | | $ | 300,000 | | | $ | 319,218 | | |
Verscend Escrow Corp., 9.75%, 8/15/26, Callable 8/15/21 @ 104.88 (f) | | | 400,000 | | | | 421,900 | | |
| | | 2,453,287 | | |
Industrials (12.4%): | |
Ahern Rentals, Inc., 7.38%, 5/15/23, Callable 8/9/21 @ 100 (b) (f) | | | 500,000 | | | | 453,070 | | |
American Airlines, Inc., 11.75%, 7/15/25 (f) | | | 250,000 | | | | 313,703 | | |
American Airlines, Inc./AAdvantage Loyalty IP Ltd. 5.50%, 4/20/26 (f) | | | 125,000 | | | | 132,705 | | |
5.75%, 4/20/29 (f) | | | 150,000 | | | | 162,213 | | |
Apex Tool Group LLC/BC Mountain Finance, Inc., 9.00%, 2/15/23, Callable 8/9/21 @ 100 (b) (f) | | | 250,000 | | | | 251,175 | | |
Aramark Services, Inc., 6.38%, 5/1/25, Callable 5/1/22 @ 103.19 (f) | | | 250,000 | | | | 265,567 | | |
Cargo Aircraft Management, Inc., 4.75%, 2/1/28, Callable 2/1/23 @ 102.38 (f) | | | 200,000 | | | | 204,782 | | |
Hillenbrand, Inc., 3.75%, 3/1/31, Callable 3/1/26 @ 101.88 | | | 75,000 | | | | 74,438 | | |
Madison IAQ LLC 4.13%, 6/30/28, Callable 6/30/24 @ 102.06 (f) | | | 200,000 | | | | 201,966 | | |
5.88%, 6/30/29, Callable 6/30/24 @ 102.94 (f) | | | 200,000 | | | | 203,512 | | |
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., 6.50%, 6/20/27, Callable 6/30/23 @ 103.25 (f) | | | 250,000 | | | | 275,252 | | |
NESCO Holdings II, Inc., 5.50%, 4/15/29, Callable 4/15/24 @ 102.75 (f) | | | 100,000 | | | | 104,353 | | |
Pike Corp., 5.50%, 9/1/28, Callable 9/1/23 @ 102.75 (f) | | | 500,000 | | | | 519,810 | | |
SRS Distribution, Inc., 6.13%, 7/1/29, Callable 7/1/24 @ 103.06 (f) | | | 125,000 | | | | 128,940 | | |
TransDigm, Inc., 4.63%, 1/15/29, Callable 1/15/24 @ 102.31 (b) (f) | | | 250,000 | | | | 250,770 | | |
Triumph Group, Inc., 6.25%, 9/15/24, Callable 8/9/21 @ 103.13 (f) | | | 175,000 | | | | 177,688 | | |
WESCO Distribution, Inc., 7.25%, 6/15/28, Callable 6/15/23 @ 103.63 (f) | | | 250,000 | | | | 278,395 | | |
| | | 3,998,339 | | |
Information Technology (1.5%): | |
Caesars Entertainment, Inc., 8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (f) | | | 250,000 | | | | 278,208 | | |
Veritas U.S., Inc./Veritas Bermuda Ltd., 7.50%, 9/1/25, Callable 9/1/21 @ 103.75 (f) | | | 200,000 | | | | 208,186 | | |
| | | 486,394 | | |
Materials (4.3%): | |
Ardagh Packaging Finance PLC/Ardagh Holdings USA, Inc., 5.25%, 8/15/27, Callable 8/15/22 @ 102.63 (f) | | | 250,000 | | | | 255,272 | | |
CVR Partners LP/CVR Nitrogen Finance Corp., 6.13%, 6/15/28, Callable 6/15/24 @ 103.06 (b) (f) | | | 200,000 | | | | 204,958 | | |
Forterra Finance LLC/FRTA Finance Corp., 6.50%, 7/15/25, Callable 7/15/22 @ 103.25 (f) | | | 150,000 | | | | 161,804 | | |
Greif, Inc., 6.50%, 3/1/27, Callable 3/1/22 @ 103.25 (f) | | | 400,000 | | | | 421,348 | | |
Plastipak Holdings, Inc., 6.25%, 10/15/25, Callable 8/9/21 @ 103.13 (f) | | | 330,000 | | | | 337,425 | | |
| | | 1,380,807 | | |
Real Estate (0.7%): | |
Adams Homes, Inc., 7.50%, 2/15/25, Callable 2/15/22 @ 103.75 (f) | | | 200,000 | | | | 209,690 | | |
Utilities (0.3%): | |
Vistra Operations Co. LLC, 4.38%, 5/1/29, Callable 5/1/24 @ 102.19 (f) | | | 100,000 | | | | 100,528 | | |
Total Corporate Bonds (Cost $19,625,584) | | | 20,550,590 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares or Principal Amount | | Value | |
Yankee Dollars (7.0%) | |
Consumer Discretionary (0.7%): | |
1011778 BC ULC/New Red Finance, Inc., 4.38%, 1/15/28, Callable 11/15/22 @ 102.19 (f) | | $ | 220,000 | | | $ | 223,274 | | |
Energy (0.7%): | |
TechnipFMC PLC, 6.50%, 2/1/26, Callable 2/1/23 @ 103.25 (f) | | | 200,000 | | | | 215,764 | | |
Financials (0.5%): | |
Intelsat Jackson Holdings SA, 8.50%, 10/15/24, Callable 8/9/21 @ 106.38 (f) (i) | | | 250,000 | | | | 146,997 | | |
Health Care (1.2%): | |
Bausch Health Cos., Inc., 6.13%, 4/15/25, Callable 8/9/21 @ 102.04 (f) | | | 373,000 | | | | 382,206 | | |
Industrials (2.2%): | |
Algeco Global Finance 2 PLC, 10.00%, 8/15/23, Callable 7/19/21 @ 102.5 (f) (g) | | | 300,000 | | | | 311,244 | | |
Bombardier, Inc., 7.88%, 4/15/27, Callable 4/15/22 @ 103.94 (b) (f) | | | 400,000 | | | | 414,656 | | |
| | | 725,900 | | |
Information Technology (0.6%): | |
ION Trading Technologies Sarl, 5.75%, 5/15/28, Callable 5/15/24 @ 102.88 (f) | | | 200,000 | | | | 207,756 | | |
Materials (1.1%): | |
Titan Acquisition Ltd./Titan Co-Borrower LLC, 7.75%, 4/15/26, Callable 8/9/21 @ 103.88 (f) (g) | | | 250,000 | | | | 259,197 | | |
Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc., 5.13%, 4/1/29, Callable 4/1/24 @ 102.56 (f) | | | 100,000 | | | | 102,132 | | |
| | | 361,329 | | |
Total Yankee Dollars (Cost $2,269,543) | | | 2,263,226 | | |
Collateral for Securities Loaned^ (6.6%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (j) | | | 42,464 | | | | 42,464 | | |
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (j) | | | 1,150,223 | | | | 1,150,223 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (j) | | | 21,192 | | | | 21,192 | | |
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (j) | | | 168,977 | | | | 168,977 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (j) | | | 759,754 | | | | 759,754 | | |
Total Collateral for Securities Loaned (Cost $2,142,610) | | | 2,142,610 | | |
Total Investments (Cost $30,436,162) — 97.9% | | | 31,549,655 | | |
Other assets in excess of liabilities — 2.1% | | | 686,919 | | |
NET ASSETS — 100.00% | | $ | 32,236,574 | | |
^ 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 June 30, 2021.
(d) The rates for this senior secured loan will be known on settlement date of the loan, subsequent to this report date. Senior secured loans have rates that will fluctuate over time in line with prevailing interest rates.
See notes to financial statements.
8
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
(e) Security or a portion of the security purchased on a delayed-delivery and/or when-issued basis.
(f) Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $20,014,304 and amounted to 62.1% of net assets.
(g) All or a portion of the security has been segregated as collateral for securities purchased on a when-issued basis.
(h) All of the coupon is paid in kind.
(i) Defaulted security.
(j) Rate disclosed is the daily yield on June 30, 2021.
bps — Basis points
LIBOR — London InterBank Offered Rate
LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security
LIBOR02M — 2 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security
LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security
LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security
LLC — Limited Liability Company
LP — Limited Partnership
PIK — Payment-in-Kind
PLC — Public Limited Company
ULC — Unlimited Liability Co.
See notes to financial statements.
9
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2021 | |
(Unaudited)
�� | | Victory High Yield VIP Series | |
Assets: | |
Investments, at value (Cost $30,436,162) | | $ | 31,549,655 | (a) | |
Cash | | | 3,075,549 | | |
Receivables: | |
Interest and dividends | | | 427,193 | | |
Capital shares issued | | | 9,060 | | |
Investments sold | | | 50,625 | | |
From Adviser | | | 4,987 | | |
Prepaid expenses | | | 174 | | |
Total Assets | | | 35,117,243 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 2,142,610 | | |
Investments purchased | | | 700,125 | | |
Capital shares redeemed | | | 117 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 15,940 | | |
Administration fees | | | 1,637 | | |
Custodian fees | | | 1,829 | | |
Transfer agent fees | | | 3,164 | | |
Compliance fees | | | 17 | | |
Other accrued expenses | | | 15,230 | | |
Total Liabilities | | | 2,880,669 | | |
Net Assets: | |
Capital | | | 31,546,913 | | |
Total accumulated earnings/(loss) | | | 689,661 | | |
Net Assets | | $ | 32,236,574 | | |
Shares Outstanding (unlimited shares authorized with a par value of $0.001 per share): | | | 4,144,192 | | |
Net asset value: | | $ | 7.78 | | |
(a) Includes $2,058,967 of securities on loan.
See notes to financial statements.
10
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2021 | |
(Unaudited)
| | Victory High Yield VIP Series | |
Investment Income: | |
Dividends | | $ | 2,410 | | |
Interest | | | 956,084 | | |
Securities lending (net of fees) | | | 3,634 | | |
Total Income | | | 962,128 | | |
Expenses: | |
Investment advisory fees | | | 92,638 | | |
Administration fees | | | 8,654 | | |
Sub-Administration fees | | | 8,288 | | |
Custodian fees | | | 4,665 | | |
Transfer agent fees | | | 20,718 | | |
Trustees' fees | | | 1,613 | | |
Compliance fees | | | 114 | | |
Legal and audit fees | | | 7,199 | | |
Other expenses | | | 9,318 | | |
Total Expenses | | | 153,207 | | |
Expenses waived/reimbursed by Adviser | | | (15,742 | ) | |
Net Expenses | | | 137,465 | | |
Net Investment Income (Loss) | | | 824,663 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 613,602 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | 29,045 | | |
Net realized/unrealized gains (losses) on investments | | | 642,647 | | |
Change in net assets resulting from operations | | $ | 1,467,310 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory High Yield VIP Series | |
| | Six Months Ended June 30, 2021 (Unaudited) | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 824,663 | | | $ | 1,736,559 | | |
Net realized gains (losses) from investments | | | 613,602 | | | | 41,667 | | |
Net change in unrealized appreciation/depreciation on investments | | | 29,045 | | | | 380,633 | | |
Change in net assets resulting from operations | | | 1,467,310 | | | | 2,158,859 | | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (1,971,688 | ) | |
Change in net assets resulting from capital transactions | | | 650,199 | | | | (807,644 | ) | |
Change in net assets | | | 2,117,509 | | | | (620,473 | ) | |
Net Assets: | |
Beginning of period | | | 30,119,065 | | | | 30,739,538 | | |
End of period | | $ | 32,236,574 | | | $ | 30,119,065 | | |
Capital Transactions: | |
Proceeds from shares issued | | | 2,694,587 | | | | 1,973,754 | | |
Distributions reinvested | | | — | | | | 1,971,688 | | |
Cost of shares redeemed | | | (2,044,388 | ) | | | (4,753,086 | ) | |
Change in net assets resulting from capital transactions | | | 650,199 | | | | (807,644 | ) | |
Share Transactions: | |
Issued | | | 352,373 | | | | 274,154 | | |
Reinvested | | | — | | | | 267,529 | | |
Redeemed | | | (268,254 | ) | | | (659,131 | ) | |
Change in Shares | | | 84,119 | | | | (117,448 | ) | |
See notes to financial statements.
12
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13
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 | |
Six Months Ended June 30, 2021 (Unaudited) | | $ | 7.42 | | | | 0.20 | | | | 0.16 | | | | 0.36 | | | | — | | | | — | | |
Year Ended: | |
December 31, 2020 | | $ | 7.36 | | | | 0.44 | | | | 0.14 | | | | 0.58 | | | | (0.52 | ) | | | (0.52 | ) | |
December 31, 2019 | | $ | 6.84 | | | | 0.47 | | | | 0.62 | | | | 1.09 | | | | (0.57 | ) | | | (0.57 | ) | |
December 31, 2018 | | $ | 6.86 | | | | 0.45 | | | | (0.43 | ) | | | 0.02 | | | | (0.04 | ) | | | (0.04 | ) | |
December 31, 2017 | | $ | 6.63 | | | | 0.42 | | | | 0.24 | | | | 0.66 | | | | (0.43 | ) | | | (0.43 | ) | |
December 31, 2016 | | $ | 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) The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.15% for the period shown.
(c) Not annualized for periods less than one year.
(d) 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.
(e) Annualized for periods less than one year.
See notes to financial statements.
14
Victory Variable Insurance Funds | | Financial Highlights — continued | |
For a Share Outstanding Throughout Each Period
| | | | Ratios to Average Net Assets | | Supplemental Data | |
| | Capital Contributions from Prior Custodian, Net(b) | | Net Asset Value, End of Period | | Total Return(c)(d) | | Net Expenses(e) | | Net Investment Income (Loss)(e) | | Gross Expenses(e) | | Net Assets, End of Period (000's) | | Portfolio Turnover(c) | |
Victory High Yield VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | | — | | | $ | 7.78 | | | | 4.85 | % | | | 0.89 | % | | | 5.34 | % | | | 0.99 | % | | $ | 32,237 | | | | 61 | % | |
Year Ended: | |
December 31, 2020 | | | — | | | $ | 7.42 | | | | 7.92 | % | | | 0.89 | % | | | 6.10 | % | | | 1.04 | % | | $ | 30,119 | | | | 91 | % | |
December 31, 2019 | | | — | | | $ | 7.36 | | | | 15.89 | % | | | 0.89 | % | | | 6.22 | % | | | 0.99 | % | | $ | 30,739 | | | | 60 | % | |
December 31, 2018 | | | — | | | $ | 6.84 | | | | 0.29 | % | | | 0.83 | % | | | 6.38 | % | | | 0.83 | % | | $ | 30,918 | | | | 94 | % | |
December 31, 2017 | | | — | | | $ | 6.86 | | | | 9.94 | % | | | 0.79 | % | | | 6.02 | % | | | 0.79 | % | | $ | 37,411 | | | | 173 | % | |
December 31, 2016 | | | 0.01 | | | $ | 6.63 | | | | 15.44 | %(b) | | | 0.87 | % | | | 6.31 | % | | | 0.87 | % | | $ | 38,842 | | | | 159 | % | |
See notes to financial statements.
15
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2021 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an 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.
The accompanying financial statements are those of the High Yield VIP Series (the "Fund"), a series of the Trust. The Fund offers a single class of shares: Class I. 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 Fund is classified as diversified under the 1940 Act.
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 under Accounting Standards Codification Topic 946.
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.
Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.
Portfolio securities listed or traded on securities exchanges, including exchange-traded funds ("ETFs"), are valued at the closing price on the exchange or system where the security is principally traded, if
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.
Debt securities are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.
In the event that price quotations or valuations are not readily available, investments 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. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.
A summary of the valuations as of June 30, 2021, 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 | | $ | 361,261 | | | $ | — | | | $ | — | | | $ | 361,261 | | |
Senior Secured Loans | | | — | | | | 6,231,968 | | | | — | | | | 6,231,968 | | |
Corporate Bonds | | | — | | | | 20,550,590 | | | | — | | | | 20,550,590 | | |
Yankee Dollars | | | — | | | | 2,263,226 | | | | — | | | | 2,263,226 | | |
Collateral for Securities Loaned | | | 2,142,610 | | | | — | | | | — | | | | 2,142,610 | | |
Total | | $ | 2,503,871 | | | $ | 29,045,784 | | | $ | — | | | $ | 31,549,655 | | |
For the six months ended June 30, 2021, there were no transfers in or out of Level 3 in the 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.
Securities Purchased on a Delayed-Delivery or When-Issued Basis:
The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis, or for delayed draws on loans can take place a month or more after the trade date. At the time the Fund makes the commitment to purchase a security on a delayed-delivery or 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. A segregated account is established and the Fund maintains cash and/or marketable securities at least equal in value to commitments for delayed-delivery or when-issued securities. If the Fund owns delayed-delivery or 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.
17
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Loans:
Floating rate loans in which the Fund invests are primarily "senior" loans. Senior floating rate loans typically hold a senior position in the capital structure of the borrower, are typically secured by specific collateral, and have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debtholders and stockholders of the borrower. While these protections may reduce risk, these investments still present significant credit risk. A significant portion of the Fund's floating rate investments may be issued in connection with highly leveraged transactions such as leveraged buyouts, leveraged recapitalization loans, and other types of acquisition financing. Obligations in these types of transactions are subject to greater credit risk (including default and bankruptcy) than many other investments and may be, or become, illiquid. See note regarding below-investment-grade securities. The Fund may purchase second lien loans (secured loans with a claim on collateral subordinate to a senior lender's claim on such collateral), fixed rate loans, unsecured loans, and other debt obligations. Transactions in loans often settle on a delayed basis, and the Fund may not receive the proceeds from the sale of a loan or pay for a loan purchase for a substantial period of time after entering into the transactions.
Below-Investment-Grade Securities:
The Fund may invest in below investment-grade securities (i.e. lower-quality, "junk" debt), which are subject to various risks. Lower-quality debt is considered to be speculative because it is less certain that the issuer will be able to pay interest or repay the principal than in the case of investment-grade debt. These securities can involve a substantially greater risk of default than higher-rated securities, and their values can decline significantly over short periods of time. Lower-quality debt securities tend to be more sensitive to adverse news about their issuers, the market and the economy in general, than higher-quality debt securities. The market for these securities can be less liquid, especially during periods of recession or general market decline.
Investment 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. 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 investments in loan assignments and/or unfunded commitments, including amendment fees, consent fees, and commitment fees. These fees are recorded as income when received. These amounts, if received, are included in Interest income on the Statement of Operations.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank"). 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, primarily open-end investment companies, 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 earn a return from the collateral. The Fund pays Citibank various
18
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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 a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The following table is a summary of the Fund's securities lending transactions which are subject to offset under the MSLA as of June 30, 2021. 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 | | Value of Cash | | Value of Non-cash Collateral Received by Maturity | | | |
Assets (Value of Securities on Loan) | | Collateral Received* | | <30 Days | | Between 30 & 90 Days | | >90 Days | | Net Amount | |
$ | 2,058,967 | | | $ | 2,058,967 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* 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 Fund's policy 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 a 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:
Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2021, were as follows for the Fund:
| | Excluding U.S. Government Securities | |
| | Purchases | | Sales | |
| | | | $ | 17,466,829 | | | $ | 18,248,311 | | |
There were no purchases or sales of U.S. Government Securities during the six months ended June 30, 2021.
19
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
4. Fees and Transactions with Affiliates and Related Parties:
Investment Advisory Fees:
Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.60% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended June 30, 2021, 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.
Administration and Servicing Fees:
VCM serves as the Fund's administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Victory Funds Complex"). The tiered rates at which VCM is paid by the Fund are shown in the table below:
Net Assets up to $15 billion | | Net Assets $15 billion — $30 billion | | Net Assets over $30 billion | |
| 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the six months ended June 30, 2021, 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Sub-Administration 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Compliance fees.
Transfer Agency 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Transfer agent fees.
Distributor/Underwriting Services:
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, and receives no fee or other compensation for these services.
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Other Fees:
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statement of Operations as Custodian fees.
Sidley Austin LLP provides legal services to the Trust.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2022. 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures that 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 June 30, 2021, the expense limit (excluding voluntary waivers) is 0.89%.
Under the terms of the expense limitation agreement, amended May 1, 2021, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.
As of June 30, 2021, 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 June 30, 2021.
Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 32,348 | | | $ | 43,362 | | | $ | 15,742 | | | $ | 91,452 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. These waivers are not available for recoupment and are reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser.
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, legal counsel, and Distributor.
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.
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Floating Rate Loan Risk — Investments in floating rate 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. In certain circumstances, the Fund may not have the same protections available to investors under the federal securities laws. In times of unusual or adverse market, economic or political conditions, floating rate loans may experience higher than normal default rates. In the event of a recession or serious credit event, among other eventualities, the value of the Fund's investments in floating rate loans are more likely to decline. 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. The secondary market for floating rate loans is limited and, thus, the Fund's ability to sell or realize the full value of its investment in these loans to reinvest sale proceeds or to meet redemption obligations may be impaired. The terms of many floating rate loans and other instruments are tied to the London Interbank Offered Rate ("LIBOR"), which functions as a reference rate or benchmark. It is anticipated that LIBOR will be discontinued at the end of 2021, which may cause increased volatility and illiquidity in the markets for instruments with terms tied to LIBOR or other adverse consequences for these instruments. These events may adversely affect the Fund and its investments in such instruments.
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.
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex may borrow up
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the period ended June 30, 2021, 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each Fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the renewal, the annual commitment fee of 0.15% remains unchanged and the upfront fee of 0.10% was discontinued. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.
The Fund had no borrowings under the Line of Credit agreement during the six months ended June 30, 2021.
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 in the Victory Funds Complex 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, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending fees.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2021.
7. Federal Income Tax Information:
The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid 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 distribution 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.
The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2021.
As of the tax year ended December 31, 2020, the Fund had net capital loss carryforwards ("CLCFs") as summarized in the table below.
Short-Term | | Long-Term | | Total | |
$ | 663,451 | | | $ | 2,935,349 | | | $ | 3,598,800 | | |
23
Victory Variable Insurance Funds | | Supplemental Information June 30, 2021 | |
(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 12 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. Forms N-PORT is available on the SEC's website 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 and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2021, through June 30, 2021.
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 below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value 6/30/21 | | Actual Expenses Paid During Period 1/1/21-6/30/21* | | Hypothetical Expenses Paid During Period 1/1/21-6/30/21* | | Annualized Expense Ratio During Period 1/1/21-6/30/21 | |
$ | 1,000.00 | | | $ | 1,048.50 | | | $ | 1,020.38 | | | $ | 4.52 | | | $ | 4.46 | | | | 0.89 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
24
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2021 | |
(Unaudited)
Liquidity Risk Management Program:
The Victory Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Victory Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.
Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.
At a meeting held on February 18, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.
25
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
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Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
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June 30, 2021
Semi Annual Report
Victory Variable Insurance Funds
Victory RS International VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
TABLE OF CONTENTS
Investment Objective & Portfolio Holdings | | | 3 | | |
Schedule of Portfolio Investments | | | 4 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 9 | | |
Statement of Operations | | | 10 | | |
Statements of Changes in Net Assets | | | 11 | | |
Financial Highlights | | | 12 | | |
Notes to Financial Statements | | | 14 | | |
Supplemental Information | | | 22 | | |
Proxy Voting and Portfolio Holdings Information | | | 22 | | |
Expense Example | | | 22 | | |
Liquidity Risk Management Program | | | 23 | | |
Privacy Policy (inside back cover) | | | |
1
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 vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this 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
2
Victory Variable Insurance Funds Victory RS International VIP Series | | June 30, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund's investment objective seeks to provide long-term capital appreciation.
Top 10 Holdings*:
June 30, 2021
(% of Net Assets)
Nestle SA | | | 4.0 | % | |
Roche Holding AG | | | 3.5 | % | |
Toyota Motor Corp. | | | 3.2 | % | |
LVMH Moet Hennessy Louis Vuitton SE | | | 3.0 | % | |
SAP SE | | | 2.5 | % | |
Siemens AG | | | 2.2 | % | |
Diageo PLC | | | 2.0 | % | |
Hoya Corp. | | | 1.9 | % | |
Rio Tinto PLC | | | 1.9 | % | |
Fujitsu Ltd. | | | 1.9 | % | |
Sector Allocation*:
June 30, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215664_bc003.jpg)
* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
Refer to the Schedule of Portfolio Investments for a complete list of securities.
3
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (98.4%) | |
Australia (6.2%): | |
Consumer Discretionary (1.1%): | |
Aristocrat Leisure Ltd. | | | 50,567 | | | $ | 1,632,103 | | |
Financials (1.0%): | |
Macquarie Group Ltd. | | | 13,144 | | | | 1,539,661 | | |
Health Care (1.3%): | |
CSL Ltd. | | | 9,493 | | | | 2,029,846 | | |
Materials (1.9%): | |
BHP Group Ltd. | | | 80,167 | | | | 2,915,915 | | |
Real Estate (0.9%): | |
Scentre Group | | | 681,913 | | | | 1,395,133 | | |
| | | 9,512,658 | | |
Belgium (0.9%): | |
Information Technology (0.9%): | |
Melexis NV | | | 13,794 | | | | 1,433,919 | | |
China (1.7%): | |
Communication Services (0.7%): | |
Tencent Holdings Ltd. | | | 14,600 | | | | 1,099,299 | | |
Consumer Discretionary (0.6%): | |
China Meidong Auto Holdings Ltd. | | | 162,000 | | | | 882,574 | | |
Financials (0.4%): | |
China Merchants Bank Co. Ltd., Class H | | | 81,500 | | | | 694,250 | | |
| | | 2,676,123 | | |
Denmark (1.2%): | |
Consumer Staples (1.2%): | |
Royal Unibrew A/S | | | 14,517 | | | | 1,850,079 | | |
France (9.4%): | |
Consumer Discretionary (4.5%): | |
Faurecia SE | | | 11,775 | | | | 578,792 | | |
La Francaise des Jeux SAEM (a) | | | 29,915 | | | | 1,759,316 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 5,827 | | | | 4,583,297 | | |
| | | 6,921,405 | | |
Energy (1.3%): | |
Gaztransport Et Technigaz SA | | | 6,322 | | | | 511,442 | | |
TotalEnergies SE | | | 31,774 | | | | 1,439,245 | | |
| | | 1,950,687 | | |
Industrials (0.9%): | |
Safran SA | | | 10,641 | | | | 1,476,611 | | |
Information Technology (1.7%): | |
Capgemini SE | | | 13,831 | | | | 2,659,567 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Materials (1.0%): | |
Arkema SA | | | 12,712 | | | $ | 1,597,504 | | |
| | | 14,605,774 | | |
Germany (8.2%): | |
Consumer Discretionary (1.0%): | |
Volkswagen AG, Preference Shares | | | 6,043 | | | | 1,514,987 | | |
Financials (1.8%): | |
Allianz SE, Registered Shares | | | 11,321 | | | | 2,824,893 | | |
Industrials (2.2%): | |
Siemens AG, Registered Shares | | | 21,446 | | | | 3,404,759 | | |
Information Technology (2.5%): | |
SAP SE | | | 27,347 | | | | 3,840,689 | | |
Real Estate (0.7%): | |
Vonovia SE | | | 17,759 | | | | 1,147,546 | | |
| | | 12,732,874 | | |
Hong Kong (3.5%): | |
Financials (1.8%): | |
AIA Group Ltd. | | | 229,800 | | | | 2,850,875 | | |
Real Estate (1.7%): | |
CK Asset Holdings Ltd. | | | 375,000 | | | | 2,581,197 | | |
| | | 5,432,072 | | |
Italy (4.7%): | |
Energy (1.1%): | |
Snam SpA | | | 282,027 | | | | 1,631,260 | | |
Financials (0.9%): | |
Banca Generali SpA (b) | | | 33,538 | | | | 1,432,589 | | |
Health Care (1.0%): | |
Recordati Industria Chimica e Farmaceutica SpA (c) | | | 27,142 | | | | 1,552,396 | | |
Utilities (1.7%): | |
Enel SpA | | | 281,333 | | | | 2,614,077 | | |
| | | 7,230,322 | | |
Japan (22.8%): | |
Communication Services (2.0%): | |
Capcom Co. Ltd. | | | 49,300 | | | | 1,441,166 | | |
Kakaku.com, Inc. | | | 53,900 | | | | 1,621,753 | | |
| | | 3,062,919 | | |
Consumer Discretionary (4.2%): | |
Toyota Motor Corp. | | | 57,600 | | | | 5,035,732 | | |
ZOZO, Inc. | | | 45,100 | | | | 1,529,355 | | |
| | | 6,565,087 | | |
Consumer Staples (1.2%): | |
Toyo Suisan Kaisha Ltd. | | | 48,900 | | | | 1,884,984 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Financials (2.5%): | |
JAFCO Group Co. Ltd. | | | 15,100 | | | $ | 941,650 | | |
Mitsubishi UFJ Financial Group, Inc. | | | 309,200 | | | | 1,665,656 | | |
Tokio Marine Holdings, Inc. | | | 25,800 | | | | 1,188,515 | | |
| | | 3,795,821 | | |
Health Care (2.8%): | |
Hoya Corp. | | | 22,100 | | | | 2,923,570 | | |
Shionogi & Co. Ltd. | | | 27,000 | | | | 1,407,322 | | |
| | | 4,330,892 | | |
Industrials (5.1%): | |
en Japan, Inc. | | | 28,700 | | | | 1,019,186 | | |
Fuji Electric Co. Ltd. | | | 58,800 | | | | 2,744,985 | | |
Nippon Yusen KK | | | 32,700 | | | | 1,659,688 | | |
OKUMA Corp. | | | 19,900 | | | | 975,074 | | |
Sanwa Holdings Corp. | | | 120,000 | | | | 1,476,059 | | |
| | | 7,874,992 | | |
Information Technology (3.3%): | |
Fujitsu Ltd. | | | 15,600 | | | | 2,919,138 | | |
Oracle Corp. | | | 9,500 | | | | 725,981 | | |
Ulvac, Inc. | | | 29,700 | | | | 1,504,122 | | |
| | | 5,149,241 | | |
Real Estate (0.8%): | |
Sumitomo Realty & Development Co. Ltd. | | | 33,800 | | | | 1,209,013 | | |
Utilities (0.9%): | |
Chubu Electric Power Co., Inc. | | | 113,700 | | | | 1,391,267 | | |
| | | 35,264,216 | | |
Netherlands (4.3%): | |
Communication Services (1.0%): | |
Koninklijke KPN NV | | | 496,149 | | | | 1,551,595 | | |
Financials (1.2%): | |
ING Groep NV | | | 138,659 | | | | 1,840,386 | | |
Industrials (1.1%): | |
Wolters Kluwer NV | | | 16,983 | | | | 1,706,820 | | |
Information Technology (1.0%): | |
ASM International NV | | | 4,772 | | | | 1,573,746 | | |
| | | 6,672,547 | | |
New Zealand (0.6%): | |
Health Care (0.6%): | |
Fisher & Paykel Healthcare Corp. Ltd. | | | 41,493 | | | | 902,401 | | |
Norway (1.5%): | |
Energy (0.6%): | |
Aker BP ASA | | | 26,564 | | | | 847,070 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Financials (0.9%): | |
SpareBank 1 SMN | | | 104,857 | | | $ | 1,453,411 | | |
| | | 2,300,481 | | |
Spain (1.2%): | |
Communication Services (1.2%): | |
Telefonica SA | | | 399,796 | | | | 1,865,815 | | |
Sweden (1.8%): | |
Industrials (1.8%): | |
Atlas Copco AB, Class B | | | 53,039 | | | | 2,794,192 | | |
Switzerland (14.8%): | |
Consumer Staples (5.0%): | |
Coca-Cola HBC AG | | | 41,349 | | | | 1,496,485 | | |
Nestle SA, Registered Shares | | | 49,805 | | | | 6,209,725 | | |
| | | 7,706,210 | | |
Financials (3.0%): | |
Cembra Money Bank AG | | | 10,506 | | | | 1,178,994 | | |
Partners Group Holding AG (c) | | | 1,269 | | | | 1,924,256 | | |
UBS Group AG | | | 100,367 | | | | 1,537,760 | | |
| | | 4,641,010 | | |
Health Care (5.4%): | |
Novartis AG, Registered Shares | | | 31,934 | | | | 2,914,017 | | |
Roche Holding AG | | | 14,563 | | | | 5,489,377 | | |
| | | 8,403,394 | | |
Industrials (1.4%): | |
Adecco Group AG | | | 32,370 | | | | 2,203,108 | | |
| | | 22,953,722 | | |
United Kingdom (15.6%): | |
Communication Services (1.0%): | |
ITV PLC (b) | | | 868,322 | | | | 1,508,933 | | |
Consumer Discretionary (1.0%): | |
Next PLC (b) | | | 15,078 | | | | 1,640,767 | | |
Consumer Staples (3.1%): | |
Diageo PLC | | | 64,130 | | | | 3,073,227 | | |
Imperial Brands PLC | | | 80,282 | | | | 1,730,858 | | |
| | | 4,804,085 | | |
Energy (2.2%): | |
BP PLC | | | 297,275 | | | | 1,303,486 | | |
Royal Dutch Shell PLC, Class A | | | 104,458 | | | | 2,093,869 | | |
| | | 3,397,355 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Financials (2.5%): | |
Close Brothers Group PLC | | | 56,145 | | | $ | 1,176,500 | | |
Intermediate Capital Group PLC | | | 43,810 | | | | 1,288,411 | | |
Legal & General Group PLC | | | 392,930 | | | | 1,401,616 | | |
| | | 3,866,527 | | |
Health Care (0.6%): | |
Smith & Nephew PLC | | | 43,252 | | | | 937,885 | | |
Industrials (1.4%): | |
Ashtead Group PLC | | | 28,356 | | | | 2,107,359 | | |
Materials (3.8%): | |
Croda International PLC | | | 21,211 | | | | 2,163,096 | | |
Evraz PLC | | | 91,447 | | | | 750,147 | | |
Rio Tinto PLC | | | 35,379 | | | | 2,921,456 | | |
| | | 5,834,699 | | |
| | | 24,097,610 | | |
Total Common Stocks (Cost $114,701,850) | | | 152,324,805 | | |
Exchange-Traded Funds (0.1%) | |
United States (0.1%): | |
iShares MSCI EAFE ETF | | | 1,927 | | | | 152,002 | | |
Total Exchange-Traded Funds (Cost $139,450) | | | 152,002 | | |
Collateral for Securities Loaned^ (1.4%) | |
United States (1.4%): | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (d) | | | 43,196 | | | | 43,196 | | |
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (d) | | | 1,170,047 | | | | 1,170,047 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (d) | | | 21,557 | | | | 21,557 | | |
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (d) | | | 171,889 | | | | 171,889 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (d) | | | 772,848 | | | | 772,848 | | |
Total Collateral for Securities Loaned (Cost $2,179,537) | | | 2,179,537 | | |
Total Investments (Cost $117,020,837) — 99.9% | | | 154,656,344 | | |
Other assets in excess of liabilities — 0.1% | | | 106,176 | | |
NET ASSETS — 100.00% | | $ | 154,762,520 | | |
^ Purchased with cash collateral from securities on loan.
(a) Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, the fair value of these securities was $1,759,316 and amounted to 1.1% of net assets.
(b) Non-income producing security.
(c) All or a portion of this security is on loan.
(d) Rate disclosed is the daily yield on June 30, 2021.
ETF — Exchange-Traded Fund
PLC — Public Limited Company
See notes to financial statements.
8
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2021 | |
(Unaudited)
| | Victory RS International VIP Series | |
Assets: | |
Investments, at value (Cost $117,020,837) | | $ | 154,656,344 | (a) | |
Foreign currency, at value (Cost $225,614) | | | 224,868 | | |
Cash | | | 1,404,342 | | |
Receivables: | |
Interest and dividends | | | 204,202 | | |
Capital shares issued | | | 8,989 | | |
Investments sold | | | 985,012 | | |
Reclaims | | | 777,965 | | |
From Adviser | | | 3,554 | | |
Prepaid expenses | | | 808 | | |
Total Assets | | | 158,266,084 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 2,179,537 | | |
Investments purchased | | | 1,168,998 | | |
Capital shares redeemed | | | 11,762 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 104,020 | | |
Administration fees | | | 8,043 | | |
Custodian fees | | | 8,095 | | |
Transfer agent fees | | | 73 | | |
Compliance fees | | | 83 | | |
Other accrued expenses | | | 22,953 | | |
Total Liabilities | | | 3,503,564 | | |
Net Assets: | |
Capital | | | 107,044,609 | | |
Total accumulated earnings/(loss) | | | 47,717,911 | | |
Net Assets | | $ | 154,762,520 | | |
Shares Outstanding (unlimited shares authorized with a par value of $0.001 per share): | | | 7,897,413 | | |
Net asset value: | | $ | 19.60 | | |
(a) Includes $1,901,380 of securities on loan.
See notes to financial statements.
9
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2021 | |
(Unaudited)
| | Victory RS International VIP Series | |
Investment Income: | |
Dividends | | $ | 3,224,839 | | |
Interest | | | 98 | | |
Securities lending (net of fees) | | | 8,670 | | |
Foreign tax withholding | | | (348,423 | ) | |
Total Income | | | 2,885,184 | | |
Expenses: | |
Investment advisory fees | | | 608,518 | | |
Administration fees | | | 42,634 | | |
Sub-Administration fees | | | 8,288 | | |
Custodian fees | | | 25,919 | | |
Transfer agent fees | | | 220 | | |
Trustees' fees | | | 5,676 | | |
Compliance fees | | | 558 | | |
Legal and audit fees | | | 11,854 | | |
Interest fees | | | 286 | | |
Other expenses | | | 22,179 | | |
Total Expenses | | | 726,132 | | |
Expenses waived/reimbursed by Adviser | | | (18,232 | ) | |
Net Expenses | | | 707,900 | | |
Net Investment Income (Loss) | | | 2,177,284 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities and foreign currency translations | | | 6,849,161 | | |
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations | | | 7,452,129 | | |
Net realized/unrealized gains (losses) on investments | | | 14,301,290 | | |
Change in net assets resulting from operations | | $ | 16,478,574 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS International VIP Series | |
| | Six Months Ended June 30, 2021 (Unaudited) | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 2,177,284 | | | $ | 2,693,526 | | |
Net realized gains (losses) from investments | | | 6,849,161 | | | | 2,307,844 | | |
Net change in unrealized appreciation/depreciation on investments | | | 7,452,129 | | | | 3,006,295 | | |
Change in net assets resulting from operations | | | 16,478,574 | | | | 8,007,665 | | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (7,693,180 | ) | |
Change in net assets resulting from capital transactions | | | (9,498,663 | ) | | | (1,566,021 | ) | |
Change in net assets | | | 6,979,911 | | | | (1,251,536 | ) | |
Net Assets: | |
Beginning of period | | | 147,782,609 | | | | 149,034,145 | | |
End of period | | $ | 154,762,520 | | | $ | 147,782,609 | | |
Capital Transactions: | |
Proceeds from shares issued | | | 1,193,304 | | | | 8,248,594 | | |
Distributions reinvested | | | — | | | | 7,693,180 | | |
Cost of shares redeemed | | | (10,691,967 | ) | | | (17,507,795 | ) | |
Change in net assets resulting from capital transactions | | | (9,498,663 | ) | | | (1,566,021 | ) | |
Share Transactions: | |
Issued | | | 63,207 | | | | 519,213 | | |
Reinvested | | | — | | | | 439,797 | | |
Redeemed | | | (562,990 | ) | | | (1,089,531 | ) | |
Change in Shares | | | (499,783 | ) | | | (130,521 | ) | |
See notes to financial statements.
11
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 | | Capital Contributions from Prior Custodian, Net(b) | |
Victory RS International VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | $ | 17.60 | | | | 0.27 | | | | 1.73 | | | | 2.00 | | | | — | | | | — | | | | — | | | | — | | |
Year Ended: December 31, 2020 | | $ | 17.48 | | | | 0.32 | | | | 0.75 | | | | 1.07 | | | | (0.45 | ) | | | (0.50 | ) | | | (0.95 | ) | | | — | | |
December 31, 2019 | | $ | 15.47 | | | | 0.43 | | | | 3.09 | | | | 3.52 | | | | (0.39 | ) | | | (1.12 | ) | | | (1.51 | ) | | | — | | |
December 31, 2018 | | $ | 17.64 | | | | 0.38 | | | | (2.26 | ) | | | (1.88 | ) | | | (0.15 | ) | | | (0.14 | ) | | | (0.29 | ) | | | — | | |
December 31, 2017 | | $ | 14.31 | | | | 0.31 | | | | 3.36 | | | | 3.67 | | | | (0.34 | ) | | | — | | | | (0.34 | ) | | | — | | |
December 31, 2016 | | $ | 14.39 | | | | 0.30 | | | | (0.10 | ) | | | 0.20 | | | | (0.31 | ) | | | — | | | | (0.31 | ) | | | 0.03 | | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) 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.
(c) Not annualized for periods less than one year.
(d) 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.
(e) Annualized for periods less than one year.
See notes to financial statements.
12
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(c)(d) | | Net Expenses(e) | | Net Investment Income (Loss)(e) | | Gross Expenses(e) | | Net Assets, End of Period (000's) | | Portfolio Turnover(c) | |
Victory RS International VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | $ | 19.60 | | | | 11.36 | % | | | 0.93 | % | | | 2.86 | % | | | 0.95 | % | | $ | 154,763 | | | | 30 | % | |
Year Ended: December 31, 2020 | | $ | 17.60 | | | | 6.24 | % | | | 0.93 | % | | | 2.02 | % | | | 0.98 | % | | $ | 147,783 | | | | 54 | % | |
December 31, 2019 | | $ | 17.48 | | | | 22.79 | % | | | 0.93 | % | | | 2.49 | % | | | 0.96 | % | | $ | 149,034 | | | | 32 | % | |
December 31, 2018 | | $ | 15.47 | | | | (10.66 | )% | | | 0.93 | % | | | 2.20 | % | | | 0.94 | % | | $ | 142,524 | | | | 44 | % | |
December 31, 2017 | | $ | 17.64 | | | | 25.68 | % | | | 0.93 | % | | | 1.93 | % | | | 0.95 | % | | $ | 181,518 | | | | 57 | % | |
December 31, 2016 | | $ | 14.31 | | | | 1.60 | %(b) | | | 0.90 | % | | | 2.13 | % | | | 0.90 | % | | $ | 175,026 | | | | 110 | % | |
See notes to financial statements.
13
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2021 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an 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.
The accompanying financial statements are those of the RS International VIP Series (the "Fund"), a series of the Trust. The Fund offers a single class of shares: Class I. 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 Fund is classified as diversified under the 1940 Act.
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 under Accounting Standards Codification Topic 946.
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.
Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.
Portfolio securities listed or traded on securities exchanges, including exchange-traded funds ("ETFs"), are valued at the closing price on the exchange or system where the security is principally traded, if
14
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.
In the event that price quotations or valuations are not readily available, investments 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. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.
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 June 30, 2021, 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 | | $ | — | | | $ | 152,324,805 | | | $ | — | | | $ | 152,324,805 | | |
Exchange-Traded Funds | | | 152,002 | | | | — | | | | — | | | | 152,002 | | |
Collateral for Securities Loaned | | | 2,179,537 | | | | — | | | | — | | | | 2,179,537 | | |
Total | | $ | 2,331,539 | | | $ | 152,324,805 | | | $ | — | | | $ | 154,656,344 | | |
For the six months ended June 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.
Real Estate Investment Trusts ("REITs"):
The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income-producing real estate or real- estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.
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 fixed portfolio of securities often designed to track the performance and dividend yield of a particular domestic or foreign market index. The Fund may purchase shares of an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although the lack of liquidity of an ETF could result in it being more volatile. Additionally, ETFs have fees and expenses that reduce their value.
15
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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:
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 a 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 does not eliminate fluctuations in the underlying prices of the securities. As of June 30, 2021, 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. Paydown gains or losses on applicable securities, if any, are recorded as components of 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's has 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"). 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.
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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, primarily open-end investment companies, 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 earn a return from the collateral. The Fund pays Citibank 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 a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The following table is a summary of the Fund's securities lending transactions which are subject to offset under the MSLA as of June 30, 2021. 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 Cash | | Value of Non-cash Collateral Received by Maturity | | | |
(Value of Securities on Loan) | | Collateral Received* | | < 30 Days | | Between 30 & 90 Days | | > 90 Days | | Net Amount | |
$ | 1,901,380 | | | $ | 1,901,380 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* 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 investment securities and foreign currency translations on the Statement of Operations. Any realized gains or losses from these fluctuations, including foreign currency arising from in-kind redemptions, are disclosed as Net realized gains (losses) from investment securities 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.
17
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Federal Income Taxes:
It is the Fund's policy 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 a 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:
Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2021, were as follows for the Fund:
| | Excluding U.S. Government Securities | |
| | Purchases | | Sales | |
| | | | $ | 45,162,631 | | | $ | 54,735,571 | | |
There were no purchases or sales of U.S. Government Securities during the six months ended June 30, 2021.
4. Fees and Transactions with Affiliates and Related Parties:
Investment Advisory Fees:
Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.80% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended June 30, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM serves as the Fund's administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Victory Funds Complex"). The tiered rates at which VCM is paid by the Fund are shown in the table below:
Net Assets up to $15 billion | | Net Assets $15 billion – $30 billion | | Net Assets over $30 billion | |
| 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
18
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Amounts incurred for the six months ended June 30, 2021, 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Sub-Administration 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Compliance fees.
Transfer Agency 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Transfer agent fees.
Distributor/Underwriting Services:
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, and receives no fee or other compensation for these services.
Other Fees:
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statement of Operations as Custodian fees.
Sidley Austin LLP provides legal services to the Trust.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2022. 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures that 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 June 30, 2021, the expense limit (excluding voluntary waivers) is 0.93%.
Under the terms of the expense limitation agreement, amended May 1, 2021, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.
19
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
As of June 30, 2021, 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 June 30, 2021.
Expires 2021 | | Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 12,527 | | | $ | 37,537 | | | $ | 67,482 | | | $ | 18,232 | | | $ | 135,778 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. These waivers are not available for recoupment and are reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser.
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, legal counsel, and Distributor.
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 — The Fund may invest in securities of foreign issuers in various countries. Investing on an international basis involves certain risks not involved in domestic investments including the risk of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of foreign currency, confiscatory taxation, political or financial instability and diplomatic developments, which could affect the value of a Fund's investments in certain foreign countries. Governments of many countries have exercised, and continue to exercise, substantial influence over many aspects of the private sector through the ownership or control of many companies, including some of the largest in these countries. As a result, government actions in the future could have a significant effect on economic conditions which may adversely affect prices of certain portfolio securities. There is also generally less government supervision and regulation of stock exchanges, brokers and listed companies than in the U.S. Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes, and special U.S. tax considerations may apply. Moreover, foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payments position. The Schedule of Portfolio Investments includes information on each Fund's holdings, including industry and/or geographic composition, as relevant.
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex 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, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the period ended June 30, 2021, 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each Fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the renewal, the annual commitment fee of 0.15% remains unchanged and the upfront fee of 0.10% was discontinued. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.
The Fund had no borrowings under the Line of Credit agreement during the six months ended June 30, 2021.
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 in the Victory Funds Complex 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, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending fees.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2021.
7. Federal Income Tax Information:
The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid 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 distribution 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.
The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2021.
As of the tax year ended December 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.
21
Victory Variable Insurance Funds | | Supplemental Information June 30, 2021 | |
(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 12 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. Forms N-PORT is available on the SEC's website 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 and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2021, through June 30, 2021.
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 below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value 6/30/21 | | Actual Expenses Paid During Period 1/1/21-6/30/21* | | Hypothetical Expenses Paid During Period 1/1/21-6/30/21* | | Annualized Expense Ratio During Period 1/1/21-6/30/21 | |
$ | 1,000.00 | | | $ | 1,113.60 | | | $ | 1,020.18 | | | $ | 4.87 | | | $ | 4.66 | | | | 0.93 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
22
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2021 | |
(Unaudited)
Liquidity Risk Management Program:
The Victory Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Victory Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.
Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.
At a meeting held on February 18, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.
23
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215664_za004.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
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June 30, 2021
Semi Annual Report
Victory Variable Insurance Funds
Victory INCORE Investment Quality Bond VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
TABLE OF CONTENTS
Investment Objective & Portfolio Holdings | | | 3 | | |
Schedule of Portfolio Investments | | | 4 | | |
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 | | |
Supplemental Information | | | 32 | | |
Proxy Voting and Portfolio Holdings Information | | | 32 | | |
Expense Example | | | 32 | | |
Liquidity Risk Management Program | | | 33 | | |
Privacy Policy (inside back cover) | | | |
1
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 vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this 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
2
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | June 30, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund's investment objective seeks to provide a high level of current income and capital appreciation without undue risk to principal.
Asset Allocation*:
June 30, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215665_bc003.jpg)
* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
Refer to the Schedule of Portfolio Investments for a complete list of securities.
3
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Asset-Backed Securities (2.8%) | |
AmeriCredit Automobile Receivables Trust, Series 2018-1, Class B, 3.26%, 1/18/24, Callable 8/18/22 @ 100 (a) | | $ | 631,080 | | | $ | 634,073 | | |
Drive Auto Receivables Trust, Series 2021-1, Class C, 1.02%, 6/15/27, Callable 12/15/24 @ 100 | | | 2,487,000 | | | | 2,497,559 | | |
GM Financial Consumer Automobile Receivables Trust, Series 2021-2, Class C, 1.28%, 1/19/27, Callable 7/16/24 @ 100 | | | 2,218,000 | | | | 2,211,113 | | |
Santander Retail Auto Lease Trust, Series 2021-A, Class C, 1.14%, 3/20/26, Callable 6/20/24 @ 100 (a) (b) | | | 6,080,000 | | | | 6,083,446 | | |
Westlake Automobile Receivables Trust, Series 2021-1A, Class C, 0.95%, 3/16/26, Callable 9/15/24 @ 100 (b) | | | 3,001,000 | | | | 2,997,579 | | |
Westlake Automobile Receivables Trust, Series 2021-2A, Class C, 0.89%, 7/15/26, Callable 8/15/24 @ 100 (b) | | | 3,162,000 | | | | 3,161,620 | | |
Total Asset-Backed Securities (Cost $17,577,229) | | | 17,585,390 | | |
Collateralized Mortgage Obligations (0.8%) | |
BANK, Series 2020-BN26, Class AS, 2.69%, 3/15/63, Callable 3/15/30 @ 100 | | | 2,590,000 | | | | 2,707,276 | | |
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AS, 2.92%, 2/15/53, Callable 2/15/30 @ 100 | | | 2,241,000 | | | | 2,381,634 | | |
Total Collateralized Mortgage Obligations (Cost $4,972,788) | | | 5,088,910 | | |
Preferred Stocks (3.4%) | |
Financials (1.4%): | |
AMG Capital Trust II, 10/15/37, 5.15% | | | 34,215 | | | | 2,056,455 | | |
Bank of America Corp., Series L, 7.25% (c) | | | 1,798 | | | | 2,545,968 | | |
KKR & Co., Inc., Series C, 9/15/23, 6.00% (d) | | | 19,812 | | | | 1,526,713 | | |
Wells Fargo & Co., Series L, 7.50% (c) | | | 1,740 | | | | 2,655,605 | | |
| | | 8,784,741 | | |
Health Care (0.1%): | |
Danaher Corp., Series B, 4/15/23, 5.00% (d) | | | 349 | | | | 514,869 | | |
Industrials (0.4%): | |
Stanley Black & Decker, Inc., 11/15/22, 5.25% (d) | | | 23,227 | | | | 2,804,196 | | |
Utilities (1.5%): | |
American Electric Power Co., Inc., 8/15/23, 6.13% | | | 15,205 | | | | 779,104 | | |
Dominion Energy, Inc., Series A, 6/1/22, 7.25% | | | 25,415 | | | | 2,468,559 | | |
DTE Energy Co., 11/1/22, 6.25% | | | 34,863 | | | | 1,723,278 | | |
NextEra Energy, Inc., 3/1/23, 5.27% | | | 56,455 | | | | 2,764,037 | | |
The Southern Co., Series 2019, 8/1/22, 6.75% | | | 39,660 | | | | 2,007,986 | | |
| | | 9,742,964 | | |
Total Preferred Stocks (Cost $20,989,264) | | | 21,846,770 | | |
Corporate Bonds (52.2%) | |
Communication Services (2.6%): | |
Alphabet, Inc., 2.05%, 8/15/50, Callable 2/15/50 @ 100 | | | 1,446,000 | | | | 1,279,811 | | |
AT&T, Inc. 4.25%, 3/1/27, Callable 12/1/26 @ 100 (a) | | | 1,140,000 | | | | 1,293,980 | | |
1.65%, 2/1/28, Callable 12/1/27 @ 100 | | | 919,000 | | | | 912,163 | | |
5.15%, 11/15/46, Callable 5/15/46 @ 100 (a) | | | 2,433,000 | | | | 3,116,527 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
CenturyLink, Inc., 6.75%, 12/1/23 | | $ | 962,000 | | | $ | 1,066,377 | | |
Comcast Corp. 3.45%, 2/1/50, Callable 8/1/49 @ 100 | | | 1,346,000 | | | | 1,458,028 | | |
2.80%, 1/15/51, Callable 7/15/50 @ 100 | | | 1,166,000 | | | | 1,122,147 | | |
Sirius XM Radio, Inc., 4.13%, 7/1/30, Callable 7/1/25 @ 102.06 (b) | | | 1,190,000 | | | | 1,203,875 | | |
Verizon Communications, Inc. 3.38%, 2/15/25 (a) | | | 1,017,000 | | | | 1,104,930 | | |
3.55%, 3/22/51, Callable 9/22/50 @ 100 (a) | | | 3,390,000 | | | | 3,622,418 | | |
| | | 16,180,256 | | |
Consumer Discretionary (8.3%): | |
Amazon.com, Inc., 2.10%, 5/12/31, Callable 2/12/31 @ 100 (a) | | | 7,115,000 | | | | 7,234,745 | | |
Booking Holdings, Inc. 0.90%, 9/15/21 | | | 245,000 | | | | 266,435 | | |
0.75%, 5/1/25 (d) | | | 1,792,000 | | | | 2,538,691 | | |
D.R. Horton, Inc., 2.50%, 10/15/24, Callable 9/15/24 @ 100 (a) | | | 5,960,000 | | | | 6,250,312 | | |
Dana, Inc., 5.63%, 6/15/28, Callable 6/15/23 @ 102.81 | | | 1,118,000 | | | | 1,207,865 | | |
Darden Restaurants, Inc., 3.85%, 5/1/27, Callable 2/1/27 @ 100 (a) | | | 1,435,000 | | | | 1,593,553 | | |
Expedia Group, Inc. 3.60%, 12/15/23, Callable 11/15/23 @ 100 (d) | | | 1,712,000 | | | | 1,818,966 | | |
2/15/26 (b) (d) | | | 1,654,000 | | | | 1,790,472 | | |
General Motors Co., 4.88%, 10/2/23 (a) | | | 1,976,000 | | | | 2,150,896 | | |
Hasbro, Inc., 2.60%, 11/19/22 | | | 2,412,000 | | | | 2,480,597 | | |
Hilton Domestic Operating Co., Inc., 4.88%, 1/15/30, Callable 1/15/25 @ 102.44 | | | 936,000 | | | | 1,001,445 | | |
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 4.88%, 4/1/27, Callable 4/1/22 @ 102.44 | | | 1,115,000 | | | | 1,163,346 | | |
Lear Corp., 3.50%, 5/30/30, Callable 2/28/30 @ 100 | | | 994,000 | | | | 1,068,798 | | |
Lennar Corp., 5.00%, 6/15/27, Callable 12/15/26 @ 100 | | | 1,781,000 | | | | 2,061,329 | | |
Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100 | | | 2,784,000 | | | | 2,966,491 | | |
Meritage Homes Corp., 6.00%, 6/1/25, Callable 3/1/25 @ 100 | | | 587,000 | | | | 669,368 | | |
Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (b) | | | 856,000 | | | | 846,447 | | |
NIKE, Inc., 3.88%, 11/1/45, Callable 5/1/45 @ 100 | | | 2,026,000 | | | | 2,427,918 | | |
NVR, Inc. 3.95%, 9/15/22, Callable 6/15/22 @ 100 (a) | | | 2,375,000 | | | | 2,452,734 | | |
3.00%, 5/15/30, Callable 11/15/29 @ 100 | | | 2,303,000 | | | | 2,440,535 | | |
PulteGroup, Inc., 5.00%, 1/15/27, Callable 10/15/26 @ 100 (d) | | | 2,051,000 | | | | 2,396,737 | | |
Ross Stores, Inc. 3.38%, 9/15/24, Callable 6/15/24 @ 100 | | | 1,220,000 | | | | 1,293,200 | | |
0.88%, 4/15/26, Callable 3/15/26 @ 100 | | | 1,552,000 | | | | 1,520,246 | | |
Whirlpool Corp., 2.40%, 5/15/31, Callable 2/15/31 @ 100 | | | 1,625,000 | | | | 1,639,398 | | |
Yum! Brands, Inc., 3.63%, 3/15/31, Callable 12/15/30 @ 100 | | | 1,478,000 | | | | 1,476,670 | | |
| | | 52,757,194 | | |
Consumer Staples (2.5%): | |
7-Eleven, Inc., 0.80%, 2/10/24, Callable 2/10/22 @ 100 (b) | | | 3,126,000 | | | | 3,118,873 | | |
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (a) | | | 898,000 | | | | 1,015,826 | | |
BAT Capital Corp., 5.28%, 4/2/50, Callable 10/2/49 @ 100 | | | 1,686,000 | | | | 1,949,370 | | |
Church & Dwight Co., Inc., 2.45%, 8/1/22, Callable 7/1/22 @ 100 (a) | | | 620,000 | | | | 633,039 | | |
Estee Lauder Cos., Inc., 4.15%, 3/15/47, Callable 9/15/46 @ 100 (d) | | | 1,000,000 | | | | 1,248,940 | | |
Hormel Foods Corp., 1.80%, 6/11/30, Callable 3/11/30 @ 100 | | | 2,863,000 | | | | 2,842,300 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Molson Coors Beverage Co., 4.20%, 7/15/46, Callable 1/15/46 @ 100 | | $ | 793,000 | | | $ | 882,649 | | |
Reynolds American, Inc., 5.70%, 8/15/35, Callable 2/15/35 @ 100 | | | 1,835,000 | | | | 2,215,524 | | |
Tyson Foods, Inc., 5.10%, 9/28/48, Callable 3/28/48 @ 100 | | | 1,271,000 | | | | 1,676,805 | | |
| | | 15,583,326 | | |
Energy (3.7%): | |
Chevron USA, Inc., 3.85%, 1/15/28, Callable 10/15/27 @ 100 | | | 2,725,000 | | | | 3,106,582 | | |
Continental Resources, Inc., 4.50%, 4/15/23, Callable 1/15/23 @ 100 (a) | | | 2,084,000 | | | | 2,173,487 | | |
EOG Resources, Inc., 4.95%, 4/15/50, Callable 10/15/49 @ 100 | | | 1,196,000 | | | | 1,597,820 | | |
EQM Midstream Partners LP, 4.75%, 7/15/23, Callable 6/15/23 @ 100 (a) | | | 737,000 | | | | 769,443 | | |
HollyFrontier Corp., 2.63%, 10/1/23 | | | 2,069,000 | | | | 2,141,022 | | |
Marathon Oil Corp., 6.60%, 10/1/37 | | | 2,476,000 | | | | 3,297,116 | | |
Phillips 66 Partners LP, 4.90%, 10/1/46, Callable 4/1/46 @ 100 | | | 2,090,000 | | | | 2,485,825 | | |
Pioneer Natural Resources Co. 0.25%, 5/15/25 | | | 1,455,000 | | | | 2,320,827 | | |
1.90%, 8/15/30, Callable 5/15/30 @ 100 | | | 1,976,000 | | | | 1,904,311 | | |
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100 (a) | | | 2,215,000 | | | | 2,273,498 | | |
Valero Energy Corp., 4.00%, 4/1/29, Callable 1/1/29 @ 100 (a) | | | 910,000 | | | | 1,016,078 | | |
| | | 23,086,009 | | |
Financials (11.3%): | |
Aflac, Inc. 2.88%, 10/15/26, Callable 7/15/26 @ 100 | | | 2,450,000 | | | | 2,635,857 | | |
4.75%, 1/15/49, Callable 7/15/48 @ 100 | | | 341,000 | | | | 448,831 | | |
Alleghany Corp., 3.63%, 5/15/30, Callable 2/15/30 @ 100 | | | 965,000 | | | | 1,064,781 | | |
Ares Capital Corp., 4.63%, 3/1/24 | | | 2,570,000 | | | | 2,821,037 | | |
Bank of America Corp. 4.20%, 8/26/24, MTN (a) | | | 1,400,000 | | | | 1,536,640 | | |
3.25%, 10/21/27, Callable 10/21/26 @ 100, MTN | | | 1,775,000 | | | | 1,925,413 | | |
Capital One Financial Corp., 3.30%, 10/30/24, Callable 9/30/24 @ 100 (a) | | | 1,935,000 | | | | 2,084,769 | | |
Cincinnati Financial Corp., 6.13%, 11/1/34 | | | 1,795,000 | | | | 2,451,234 | | |
Citigroup, Inc. 3.88%, 3/26/25 | | | 929,000 | | | | 1,019,587 | | |
4.60%, 3/9/26 (a) | | | 873,000 | | | | 994,417 | | |
4.45%, 9/29/27 (a) | | | 1,000,000 | | | | 1,142,100 | | |
3.88% (LIBOR03M+117bps), 1/24/39, Callable 1/24/38 @ 100 (e) | | | 813,000 | | | | 933,080 | | |
Fifth Third Bancorp 1.63%, 5/5/23, Callable 4/5/23 @ 100 | | | 1,165,000 | | | | 1,188,277 | | |
3.65%, 1/25/24, Callable 12/25/23 @ 100 (a) | | | 5,053,000 | | | | 5,415,553 | | |
Ford Motor Credit Co. LLC, 4.06%, 11/1/24, Callable 10/1/24 @ 100 | | | 2,510,000 | | | | 2,669,109 | | |
General Motors Financial Co., Inc., 4.15%, 6/19/23, Callable 5/19/23 @ 100 | | | 966,000 | | | | 1,026,143 | | |
Globe Life, Inc., 2.15%, 8/15/30, Callable 5/15/30 @ 100 | | | 2,094,000 | | | | 2,068,788 | | |
JPMorgan Chase & Co. 2.95%, 10/1/26, Callable 7/1/26 @ 100 (a) (d) | | | 3,400,000 | | | | 3,663,364 | | |
5.60%, 7/15/41 | | | 980,000 | | | | 1,373,078 | | |
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (b) | | | 1,545,000 | | | | 1,670,979 | | |
Level 3 Financing, Inc., 3.75%, 7/15/29, Callable 1/15/24 @ 101.88 (b) | | | 1,445,000 | | | | 1,405,190 | | |
Morgan Stanley 4.88%, 11/1/22 (a) | | | 2,718,000 | | | | 2,875,617 | | |
3.75%, 2/25/23 (a) | | | 3,000,000 | | | | 3,161,700 | | |
3.13%, 7/27/26, MTN (a) | | | 5,500,000 | | | | 5,954,245 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Old Republic International Corp., 3.85%, 6/11/51, Callable 12/11/50 @ 100 | | $ | 976,000 | | | $ | 1,036,688 | | |
Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22 | | | 770,000 | | | | 886,886 | | |
SVB Financial Group, 3.13%, 6/5/30, Callable 3/5/30 @ 100 | | | 3,110,000 | | | | 3,319,396 | | |
The Goldman Sachs Group, Inc., 5.75%, 1/24/22 (a) | | | 2,750,000 | | | | 2,835,030 | | |
Unum Group 4.00%, 6/15/29, Callable 3/15/29 @ 100 | | | 1,713,000 | | | | 1,925,481 | | |
4.13%, 6/15/51, Callable 12/15/50 @ 100 | | | 1,579,000 | | | | 1,593,464 | | |
Wachovia Corp., 5.50%, 8/1/35 (a) | | | 1,000,000 | | | | 1,293,270 | | |
Wells Fargo & Co. 4.30%, 7/22/27, MTN (a) | | | 3,553,000 | | | | 4,048,715 | | |
4.90%, 11/17/45 (a) | | | 890,000 | | | | 1,139,191 | | |
Zions Bancorp NA, 3.25%, 10/29/29, Callable 7/29/29 @ 100 | | | 2,000,000 | | | | 2,096,160 | | |
| | | 71,704,070 | | |
Health Care (5.9%): | |
AbbVie, Inc. 3.85%, 6/15/24, Callable 3/15/24 @ 100 | | | 3,000,000 | | | | 3,252,780 | | |
3.20%, 11/21/29, Callable 8/21/29 @ 100 | | | 2,580,000 | | | | 2,800,203 | | |
4.45%, 5/14/46, Callable 11/14/45 @ 100 | | | 1,278,000 | | | | 1,547,990 | | |
Amgen, Inc., 4.40%, 5/1/45, Callable 11/1/44 @ 100 | | | 2,355,000 | | | | 2,855,791 | | |
Anthem, Inc. 2.38%, 1/15/25, Callable 12/15/24 @ 100 | | | 1,278,000 | | | | 1,338,117 | | |
2.75%, 10/15/42 | | | 475,000 | | | | 2,558,787 | | |
Baxter International, Inc., 3.50%, 8/15/46, Callable 2/15/46 @ 100 | | | 862,000 | | | | 961,725 | | |
Bristol-Myers Squibb Co., 3.40%, 7/26/29, Callable 4/26/29 @ 100 (a) | | | 4,580,000 | | | | 5,130,516 | | |
Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13 | | | 1,410,000 | | | | 1,487,451 | | |
HCA, Inc., 4.13%, 6/15/29, Callable 3/15/29 @ 100 | | | 1,716,000 | | | | 1,935,099 | | |
Hologic, Inc., 3.25%, 2/15/29, Callable 9/28/23 @ 101.63 (b) | | | 2,186,000 | | | | 2,174,152 | | |
Humana, Inc., 2.90%, 12/15/22, Callable 11/15/22 @ 100 (a) | | | 1,234,000 | | | | 1,274,512 | | |
Illumina, Inc., 8/15/23 (d) | | | 2,005,000 | | | | 2,548,255 | | |
Merck & Co., Inc., 2.45%, 6/24/50, Callable 12/24/49 @ 100 | | | 1,213,000 | | | | 1,143,410 | | |
Mylan, Inc., 4.55%, 4/15/28, Callable 1/15/28 @ 100 | | | 3,228,000 | | | | 3,704,582 | | |
Regeneron Pharmaceuticals, Inc., 2.80%, 9/15/50, Callable 3/15/50 @ 100 | | | 1,328,000 | | | | 1,210,605 | | |
Universal Health Services, Inc., 2.65%, 10/15/30, Callable 7/15/30 @ 100 (b) | | | 854,000 | | | | 858,202 | | |
Upjohn, Inc., 2.30%, 6/22/27, Callable 4/22/27 @ 100 (b) | | | 730,000 | | | | 744,709 | | |
| | | 37,526,886 | | |
Industrials (5.9%): | |
Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100 | | | 2,036,000 | | | | 2,018,613 | | |
Air Lease Corp., 0.70%, 2/15/24, MTN, Callable 1/15/24 @ 100 | | | 2,401,000 | | | | 2,389,475 | | |
Carlisle Cos., Inc., 2.75%, 3/1/30, Callable 12/1/29 @ 100 | | | 1,356,000 | | | | 1,414,674 | | |
CSX Corp., 3.35%, 9/15/49, Callable 3/15/49 @ 100 | | | 1,635,000 | | | | 1,732,135 | | |
Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (a) | | | 2,465,000 | | | | 2,557,561 | | |
Fortive Corp., 0.88%, 2/15/22 | | | 2,780,000 | | | | 2,789,091 | | |
Hillenbrand, Inc., 5.00%, 9/15/26, Callable 7/15/26 @ 100 (a) | | | 3,720,000 | | | | 4,140,211 | | |
Norfolk Southern Corp., 2.30%, 5/15/31, Callable 2/15/31 @ 100 | | | 2,139,000 | | | | 2,167,641 | | |
Oshkosh Corp., 3.10%, 3/1/30, Callable 12/1/29 @ 100 | | | 1,190,000 | | | | 1,260,698 | | |
Rockwell Automation, Inc. 3.50%, 3/1/29, Callable 12/1/28 @ 100 | | | 1,270,000 | | | | 1,423,733 | | |
6.25%, 12/1/37 | | | 1,151,000 | | | | 1,628,677 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Roper Technologies, Inc., 2.95%, 9/15/29, Callable 6/15/29 @ 100 (a) | | $ | 2,989,000 | | | $ | 3,196,586 | | |
Sensata Technologies, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (b) | | | 1,094,000 | | | | 1,082,272 | | |
Snap-on, Inc., 4.10%, 3/1/48, Callable 9/1/47 @ 100 | | | 1,100,000 | | | | 1,349,491 | | |
Southwest Airlines Co., 1.25%, 5/1/25 | | | 1,795,000 | | | | 2,719,569 | | |
The Boeing Co., 2.20%, 2/4/26, Callable 2/4/23 @ 100 (a) | | | 3,996,000 | | | | 4,033,762 | | |
Valmont Industries, Inc., 5.00%, 10/1/44, Callable 4/1/44 @ 100 (a) | | | 1,357,000 | | | | 1,639,310 | | |
| | | 37,543,499 | | |
Information Technology (5.7%): | |
Akamai Technologies, Inc., 0.13%, 5/1/25 | | | 695,000 | | | | 910,394 | | |
Apple, Inc., 4.65%, 2/23/46, Callable 8/23/45 @ 100 | | | 1,074,000 | | | | 1,425,069 | | |
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.63%, 1/15/24, Callable 11/15/23 @ 100 (a) | | | 3,175,000 | | | | 3,391,535 | | |
Broadcom, Inc., 5.00%, 4/15/30, Callable 1/15/30 @ 100 (d) | | | 1,300,000 | | | | 1,536,600 | | |
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 (a) | | | 2,969,000 | | | | 3,265,425 | | |
Citrix Systems, Inc., 1.25%, 3/1/26, Callable 2/1/26 @ 100 | | | 2,449,000 | | | | 2,421,106 | | |
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (d) | | | 2,440,000 | | | | 2,803,828 | | |
Intel Corp., 3.40%, 3/25/25, Callable 2/25/25 @ 100 | | | 1,991,000 | | | | 2,173,475 | | |
Micron Technology, Inc., 5.33%, 2/6/29, Callable 11/6/28 @ 100 (a) | | | 4,252,000 | | | | 5,142,199 | | |
NCR Corp., 5.25%, 10/1/30, Callable 10/1/25 @ 102.63 (b) (d) | | | 729,000 | | | | 758,350 | | |
NetApp, Inc., 3.25%, 12/15/22, Callable 9/15/22 @ 100 | | | 1,345,000 | | | | 1,383,924 | | |
ServiceNow, Inc., 6/1/22 | | | 43,000 | | | | 174,860 | | |
Square, Inc., 0.25%, 11/1/27 (b) | | | 505,000 | | | | 587,734 | | |
Texas Instruments, Inc., 4.15%, 5/15/48, Callable 11/15/47 @ 100 | | | 1,299,000 | | | | 1,646,535 | | |
Visa, Inc., 2.00%, 8/15/50, Callable 2/15/50 @ 100 | | | 2,488,000 | | | | 2,199,093 | | |
Vishay Intertechnology, Inc., 2.25%, 6/15/25 | | | 430,000 | | | | 452,463 | | |
VMware, Inc., 2.95%, 8/21/22, Callable 7/21/22 @ 100 | | | 3,174,000 | | | | 3,256,937 | | |
Western Digital Corp., 1.50%, 2/1/24 (d) | | | 2,612,000 | | | | 2,787,735 | | |
| | | 36,317,262 | | |
Materials (0.7%): | |
Celanese US Holdings LLC, 4.63%, 11/15/22 (a) (d) | | | 1,870,000 | | | | 1,970,905 | | |
Nucor Corp., 2.00%, 6/1/25, Callable 5/1/25 @ 100 | | | 1,265,000 | | | | 1,308,389 | | |
Southern Copper Corp., 5.25%, 11/8/42 (a) | | | 850,000 | | | | 1,086,394 | | |
| | | 4,365,688 | | |
Real Estate (2.7%): | |
Highwoods Realty LP, 3.63%, 1/15/23, Callable 10/15/22 @ 100 (a) | | | 5,523,000 | | | | 5,705,204 | | |
Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (b) | | | 910,000 | | | | 963,644 | | |
Kite Realty Group LP, 0.75%, 4/1/27 (b) | | | 225,000 | | | | 236,173 | | |
Physicians Realty LP, 3.95%, 1/15/28, Callable 10/15/27 @ 100 | | | 1,180,000 | | | | 1,295,829 | | |
Piedmont Operating Partnership LP, 3.15%, 8/15/30, Callable 5/15/30 @ 100 | | | 1,167,000 | | | | 1,187,306 | | |
Regency Centers LP, 4.65%, 3/15/49, Callable 9/15/48 @ 100 | | | 1,055,000 | | | | 1,278,491 | | |
Retail Properties of America, Inc., 4.00%, 3/15/25, Callable 12/15/24 @ 100 | | | 3,006,000 | | | | 3,203,224 | | |
Sabra Health Care LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100 | | | 1,230,000 | | | | 1,384,402 | | |
STORE Capital Corp., 2.75%, 11/18/30, Callable 8/18/30 @ 100 | | | 1,570,000 | | | | 1,585,684 | | |
| | | 16,839,957 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Utilities (2.9%): | |
Ameren Illinois Co., 1.55%, 11/15/30, Callable 8/15/30 @ 100 | | $ | 1,910,000 | | | $ | 1,838,069 | | |
American Water Capital Corp., 2.80%, 5/1/30, Callable 2/1/30 @ 100 | | | 1,190,000 | | | | 1,261,448 | | |
CenterPoint Energy, Inc., 4.57%, 9/15/29 | | | 8,930 | | | | 583,843 | | |
Consolidated Edison Co. of New York, Inc., 6.30%, 8/15/37 (d) | | | 1,870,000 | | | | 2,624,451 | | |
Nevada Power Co., 6.65%, 4/1/36 (a) | | | 600,000 | | | | 875,046 | | |
NextEra Energy Capital Holdings, Inc. 2.80%, 1/15/23, Callable 12/15/22 @ 100 (a) | | | 2,765,000 | | | | 2,857,987 | | |
1.90%, 6/15/28, Callable 4/15/28 @ 100 (d) | | | 2,047,000 | | | | 2,070,909 | | |
Oklahoma G&E Co., 5.25%, 5/15/41, Callable 11/15/40 @ 100 | | | 1,546,000 | | | | 1,990,089 | | |
Public Service Electric & Gas Co., 4.00%, 6/1/44, Callable 12/1/43 @ 100 | | | 1,289,000 | | | | 1,504,044 | | |
Vistra Operations Co. LLC, 3.70%, 1/30/27, Callable 11/30/26 @ 100 (b) | | | 2,579,000 | | | | 2,755,249 | | |
| | | 18,361,135 | | |
Total Corporate Bonds (Cost $316,452,320) | | | 330,265,282 | | |
Residential Mortgage-Backed Securities (0.2%) | |
Bear Stearns Alt-A Trust, Series 2003-3, Class 2A, 2.87%, 10/25/33, Callable 7/25/21 @ 100 (a) (e) (f) | | | 702,628 | | | | 702,628 | | |
Credit Suisse First Boston Mortgage Securities Corp., Series 2002-HE16, Class M1, 1.41% (LIBOR01M+132bps), 10/25/32, Callable 7/25/21 @ 100 (e) | | | 655,784 | | | | 659,521 | | |
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 11/25/34, Callable 7/25/21 @ 100 (a) | | | 16,289 | | | | 11,772 | | |
Total Residential Mortgage-Backed Securities (Cost $1,367,689) | | | 1,373,921 | | |
Yankee Dollars (8.6%) | |
Communication Services (0.3%): | |
Vodafone Group PLC, 5.25%, 5/30/48 | | | 1,718,000 | | | | 2,252,040 | | |
Consumer Staples (2.9%): | |
Barry Callebaut Services NV, 5.50%, 6/15/23 (b) | | | 5,438,000 | | | | 5,906,673 | | |
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable 1/9/23 @ 100 (a) (b) | | | 5,337,000 | | | | 5,529,559 | | |
Suntory Holdings Ltd. 2.55%, 6/28/22, Callable 5/28/22 @ 100 (a) (b) (d) | | | 4,966,000 | | | | 5,063,334 | | |
2.25%, 10/16/24, Callable 9/16/24 @ 100 (b) | | | 1,600,000 | | | | 1,660,400 | | |
| | | 18,159,966 | | |
Energy (0.8%): | |
Canadian Natural Resources Ltd., 2.95%, 1/15/23, Callable 12/15/22 @ 100 | | | 1,255,000 | | | | 1,300,306 | | |
Ecopetrol SA, 5.88%, 9/18/23 (a) | | | 2,780,000 | | | | 3,010,962 | | |
Statoil ASA, 3.95%, 5/15/43 | | | 930,000 | | | | 1,086,612 | | |
| | | 5,397,880 | | |
Financials (2.1%): | |
Barclays Bank PLC 2/4/25 (a) | | | 1,030,000 | | | | 1,480,254 | | |
2/18/25 | | | 595,000 | | | | 679,877 | | |
Enel Finance International NV, 2.88%, 5/25/22 (a) (b) | | | 3,685,000 | | | | 3,766,549 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Newcrest Finance Pty Ltd. 5.75%, 11/15/41 (b) | | $ | 1,720,000 | | | $ | 2,292,365 | | |
4.20%, 5/13/50, Callable 11/13/49 @ 100 (b) | | | 665,000 | | | | 763,307 | | |
NXP BV/NXP Funding LLC, 4.63%, 6/1/23 (b) | | | 2,500,000 | | | | 2,686,525 | | |
Total Capital International SA, 2.99%, 6/29/41, Callable 12/29/40 @ 100 | | | 1,431,000 | | | | 1,455,699 | | |
| | | 13,124,576 | | |
Industrials (0.9%): | |
Aercap Ireland Capital DAC/AerCap Global Aviation Trust, 1.75%, 1/30/26, Callable 12/30/25 @ 100 (d) | | | 1,385,000 | | | | 1,369,086 | | |
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 6.50%, 7/15/25, Callable 6/15/25 @ 100 | | | 1,250,000 | | | | 1,465,662 | | |
Canadian National Railway Co., 3.20%, 8/2/46, Callable 2/2/46 @ 100 | | | 1,525,000 | | | | 1,580,373 | | |
Sensata Technologies BV, 4.00%, 4/15/29, Callable 4/15/24 @ 102 (b) | | | 1,343,000 | | | | 1,364,072 | | |
| | | 5,779,193 | | |
Materials (1.2%): | |
Anglo American Capital PLC 2.88%, 3/17/31, Callable 12/17/30 @ 100 (b) | | | 2,500,000 | | | | 2,558,525 | | |
3.95%, 9/10/50, Callable 3/10/50 @ 100 (b) (d) | | | 1,710,000 | | | | 1,850,818 | | |
Fresnillo PLC, 4.25%, 10/2/50, Callable 4/2/50 @ 100 (b) (d) | | | 800,000 | | | | 809,168 | | |
Rio Tinto Finance USA Ltd., 5.20%, 11/2/40 (d) | | | 723,000 | | | | 991,002 | | |
Vale Overseas Ltd., 6.25%, 8/10/26 | | | 1,184,000 | | | | 1,422,943 | | |
| | | 7,632,456 | | |
Utilities (0.4%): | |
Iberdrola International BV 6.75%, 9/15/33 | | | 373,000 | | | | 506,381 | | |
6.75%, 7/15/36 (d) | | | 1,151,000 | | | | 1,746,562 | | |
| | | 2,252,943 | | |
Total Yankee Dollars (Cost $52,339,830) | | | 54,599,054 | | |
U.S. Government Mortgage-Backed Agencies (17.1%) | |
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 – 7/1/39 (a) | | | 1,417,221 | | | | 1,610,510 | | |
Series 4763, Class VC, 4.00%, 4/15/29 | | | 485,094 | | | | 492,152 | | |
Series 4395, Class PA, 2.50%, 4/15/37 – 7/1/50 (a) | | | 4,014,215 | | | | 4,160,809 | | |
7.00%, 9/1/38 (a) | | | 28,240 | | | | 33,912 | | |
Series 4290, Class CA, 3.50%, 12/15/38 – 10/15/40 (a) | | | 5,401,478 | | | | 5,663,324 | | |
4.50%, 1/1/41 – 12/1/45 (a) | | | 4,743,362 | | | | 5,264,313 | | |
Series 4444, Class CH, 3.00%, 1/15/41 (a) | | | 73,578 | | | | 74,643 | | |
2.00%, 3/1/51 (a) | | | 5,923,262 | | | | 5,989,333 | | |
| | | 23,288,996 | | |
Federal National Mortgage Association 6.00%, 8/1/21 – 2/1/37 (a) | | | 1,825,126 | | | | 2,139,429 | | |
5.00%, 4/1/23 – 12/1/39 (a) | | | 721,968 | | | | 819,872 | | |
7.50%, 12/1/29 (a) | | | 29,597 | | | | 34,740 | | |
8.00%, 1/1/30 – 9/1/30 (a) | | | 14,523 | | | | 17,123 | | |
7.00%, 2/1/32 – 6/1/32 (a) | | | 26,620 | | | | 32,096 | | |
2.16% (LIBOR12M+166bps), 12/1/36 (a) (e) | | | 91,445 | | | | 94,044 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares or Principal Amount | | Value | |
5.50%, 1/1/38 – 2/1/39 (a) | | $ | 473,329 | | | $ | 547,793 | | |
4.50%, 12/1/38 – 5/1/50 (a) | | | 4,930,702 | | | | 5,296,594 | | |
Series 2013-33, Class UD, 2.50%, 4/25/39 – 12/25/47 (a) | | | 3,826,684 | | | | 3,946,324 | | |
3.50%, 8/1/39 – 12/25/50 (a) | | | 14,648,295 | | | | 15,371,704 | | |
3.00%, 6/1/40 – 2/25/49 (a) | | | 26,759,741 | | | | 28,241,775 | | |
4.00%, 11/1/43 – 6/1/49 (a) | | | 15,479,503 | | | | 16,884,531 | | |
2.00%, 3/1/51 (a) | | | 10,870,186 | | | | 11,004,744 | | |
| | | 84,430,769 | | |
Government National Mortgage Association 6.00%, 10/15/32 – 12/15/33 (a) | | | 74,895 | | | | 86,960 | | |
Series 2014-42, Class AD, 2.50%, 7/16/41 | | | 240,603 | | | | 246,607 | | |
| | | 333,567 | | |
Total U.S. Government Mortgage-Backed Agencies (Cost $105,373,284) | | | 108,053,332 | | |
U.S. Treasury Obligations (10.9%) | |
U.S. Treasury Bonds, 1.25%, 5/15/50 (a) | | | 19,969,000 | | | | 16,302,817 | | |
U.S. Treasury Notes 0.25%, 3/15/24 (a) | | | 16,545,000 | | | | 16,480,371 | | |
0.75%, 4/30/26 | | | 30,000,000 | | | | 29,850,000 | | |
1.63%, 5/15/31 | | | 6,000,000 | | | | 6,093,750 | | |
Total U.S. Treasury Obligations (Cost $68,702,046) | | | 68,726,938 | | |
Collateral for Securities Loaned^ (3.0%) | |
BlackRock Liquidity Funds TempFund, Institutional Shares, 0.04% (g) | | | 375,388 | | | | 375,388 | | |
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (g) | | | 10,168,047 | | | | 10,168,047 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (g) | | | 187,337 | | | | 187,337 | | |
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (g) | | | 1,493,768 | | | | 1,493,768 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (g) | | | 6,716,271 | | | | 6,716,271 | | |
Total Collateral for Securities Loaned (Cost $18,940,811) | | | 18,940,811 | | |
Total Investments (Cost $606,715,261) — 99.0% | | | 626,480,408 | | |
Other assets in excess of liabilities — 1.0% | | | 6,369,032 | | |
NET ASSETS — 100.00% | | $ | 632,849,440 | | |
^ 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 June 30, 2021, the fair value of these securities was $66,690,261 and amounted to 10.5% 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 June 30, 2021.
See notes to financial statements.
11
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
(f) 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 June 30, 2021.
(g) Rate disclosed is the daily yield on June 30, 2021.
bps — Basis points
LIBOR — London InterBank Offered Rate
LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security
LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security
LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security
LLC — Limited Liability Company
LP — Limited Partnership
MTN — Medium Term Note
PLC — Public Limited Company
Futures Contracts Purchased
| | Contracts | | Date | | Amount | | Value | | Unrealized (Depreciation) | |
2-Year U.S. Treasury Note Futures | | | 60 | | | 9/30/21 | | $ | 13,226,103 | | | $ | 13,219,219 | | | $ | (6,884 | ) | |
5-Year U.S. Treasury Note Futures | | | 290 | | | 9/30/21 | | | 35,847,716 | | | | 35,794,609 | | | | (53,107 | ) | |
Canadian Dollar Futures | | | 77 | | | 9/14/21 | | | 6,370,211 | | | | 6,207,740 | | | | (162,471 | ) | |
Ultra Long Term U.S. Treasury Bond Futures | | | 68 | | | 9/21/21 | | | 12,484,342 | | | | 13,102,750 | | | | 618,408 | | |
| | | | | | | | | | $ | 395,946 | | |
Futures Contracts Sold
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
10-Year U.S. Treasury Note Futures | | | 290 | | | 9/21/21 | | $ | 38,153,592 | | | $ | 38,425,000 | | | $ | (271,408 | ) | |
Japanese Yen Futures | | | 71 | | | 9/13/21 | | | 8,076,249 | | | | 7,993,713 | | | | 82,536 | | |
Mexican Peso Currency Futures | | | 177 | | | 9/13/21 | | | 4,433,848 | | | | 4,398,450 | | | | 35,398 | | |
| | | | | | | | | | $ | (153,474 | ) | |
Total unrealized appreciation | | $ | 736,342 | | |
Total unrealized depreciation | | | (493,870 | ) | |
Total net unrealized appreciation (depreciation) | | $ | 242,472 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Centrally Cleared
Credit Default Swap Agreements — Sell Protection (a)
Underlying Instruments | | Fixed Deal Receive Rate | | Maturity Date | | Payment Frequency | | Implied Credit Spread at June 30, 2021 (b) | | Notional Amount (c) | | Value | | Premiums Paid (Received) | | Unrealized Appreciation (Depreciation) | |
CDX North America Investment Grade Index; Series 36 | | | 1.00 | % | | 6/20/26 | | Quarterly | | | 0.48 | % | | $ | 45,000,000 | | | $ | 1,143,859 | | | $ | 1,121,116 | | | $ | 22,743 | | |
| | $ | 1,143,859 | | | $ | 1,121,116 | | | $ | 22,743 | | |
(a) When a credit event occurs as defined under the terms of the swap agreement, the Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity and take delivery of the reference entity or (ii) pay a net amount equal to the par value of the defaulted reference entity less its recovery value.
(b) Implied credit spread, represented in absolute terms, utilized in determining the value of the credit default swap agreements as of period end will serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include payments required to be made to enter into the agreement. Generally, wider credit spreads represent a perceived deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.
(c) The notional amount represents the maximum potential amount the Fund could be required to pay as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement, for each security included in the CDX North America High Yield Index.
See notes to financial statements.
13
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2021 | |
(Unaudited)
| | Victory INCORE Investment Quality Bond VIP Series | |
Assets: | |
Investments, at value (Cost $606,715,261) | | $ | 626,480,408 | (a) | |
Cash | | | 13,907,796 | | |
Deposit with broker for futures contracts | | | 3,883,561 | | |
Deposit with broker for swap agreements | | | 4,256,082 | | |
Receivables: | |
Interest and dividends | | | 3,633,616 | | |
Capital shares issued | | | 51,801 | | |
Investments sold | | | 28,046,855 | | |
Variation margin on open futures contracts | | | 164,798 | | |
Variation margin on open swap agreements | | | 3,019 | | |
From Adviser | | | 165,755 | | |
Prepaid expenses | | | 3,621 | | |
Total Assets | | | 680,597,312 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 18,940,811 | | |
Investments purchased | | | 27,826,804 | | |
Capital shares redeemed | | | 479,750 | | |
Variation margin on open futures contracts | | | 73,744 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 260,797 | | |
Administration fees | | | 32,128 | | |
Custodian fees | | | 5,562 | | |
Transfer agent fees | | | 74,512 | | |
Compliance fees | | | 356 | | |
Other accrued expenses | | | 53,408 | | |
Total Liabilities | | | 47,747,872 | | |
Net Assets: | |
Capital | | | 582,058,661 | | |
Total accumulated earnings/(loss) | | | 50,790,779 | | |
Net Assets | | $ | 632,849,440 | | |
Shares Outstanding (unlimited shares authorized with a par value of $0.001 per share): | | | 48,473,250 | | |
Net asset value: | | $ | 13.06 | | |
(a) Includes $18,486,339 of securities on loan.
See notes to financial statements.
14
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2021 | |
(Unaudited)
| | Victory INCORE Investment Quality Bond VIP Series | |
Investment Income: | |
Dividends | | $ | 388,877 | | |
Interest | | | 6,084,296 | | |
Securities lending (net of fees) | | | 10,884 | | |
Total Income | | | 6,484,057 | | |
Expenses: | |
Investment advisory fees | | | 1,524,396 | | |
Administration fees | | | 170,899 | | |
Sub-Administration fees | | | 8,288 | | |
Custodian fees | | | 16,854 | | |
Transfer agent fees | | | 419,821 | | |
Trustees' fees | | | 21,325 | | |
Compliance fees | | | 2,282 | | |
Legal and audit fees | | | 35,054 | | |
Other expenses | | | 24,110 | | |
Total Expenses | | | 2,223,029 | | |
Expenses waived/reimbursed by Adviser | | | (515,222 | ) | |
Net Expenses | | | 1,707,807 | | |
Net Investment Income (Loss) | | | 4,776,250 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 1,636,830 | | |
Net realized gains (losses) from futures contracts | | | (2,644,213 | ) | |
Net realized gains (losses) from swap agreements | | | 657,048 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | (9,425,503 | ) | |
Net change in unrealized appreciation/depreciation on futures contracts | | | 324,319 | | |
Net change in unrealized appreciation/depreciation on swap agreements | | | 22,743 | | |
Net realized/unrealized gains (losses) on investments | | | (9,428,776 | ) | |
Change in net assets resulting from operations | | $ | (4,652,526 | ) | |
See notes to financial statements.
15
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory INCORE Investment Quality Bond VIP Series | |
| | Six Months Ended June 30, 2021 (Unaudited) | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 4,776,250 | | | $ | 11,444,064 | | |
Net realized gains (losses) from investments | | | (350,335 | ) | | | 20,794,150 | | |
Net change in unrealized appreciation/depreciation on investments | | | (9,078,441 | ) | | | 14,823,496 | | |
Change in net assets resulting from operations | | | (4,652,526 | ) | | | 47,061,710 | | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (17,475,430 | ) | |
Change in net assets resulting from capital transactions | | | 35,779,698 | | | | (38,303,156 | ) | |
Change in net assets | | | 31,127,172 | | | | (8,716,876 | ) | |
Net Assets: | |
Beginning of period | | | 601,722,268 | | | | 610,439,144 | | |
End of period | | $ | 632,849,440 | | | $ | 601,722,268 | | |
Capital Transactions: | |
Proceeds from shares issued | | | 80,007,901 | | | | 77,676,545 | | |
Distributions reinvested | | | — | | | | 17,475,430 | | |
Cost of shares redeemed | | | (44,228,203 | ) | | | (133,455,131 | ) | |
Change in net assets resulting from capital transactions | | | 35,779,698 | | | | (38,303,156 | ) | |
Share Transactions: | |
Issued | | | 6,152,759 | | | | 5,843,961 | | |
Reinvested | | | — | | | | 1,332,985 | | |
Redeemed | | | (3,414,352 | ) | | | (10,252,933 | ) | |
Change in Shares | | | 2,738,407 | | | | (3,075,987 | ) | |
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 INCORE Investment Quality Bond VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | $ | 13.16 | | | | 0.10 | | | | (0.20 | ) | | | (0.10 | ) | | | — | | | | — | | | | — | | |
Year Ended: December 31, 2020 | | $ | 12.51 | | | | 0.25 | | | | 0.79 | | | | 1.04 | | | | (0.39 | ) | | | — | | | | (0.39 | ) | |
December 31, 2019 | | $ | 11.95 | | | | 0.31 | | | | 0.61 | | | | 0.92 | | | | (0.36 | ) | | | — | | | | (0.36 | ) | |
December 31, 2018 | | $ | 12.08 | | | | 0.30 | | | | (0.35 | ) | | | (0.05 | ) | | | (0.08 | ) | | | — | (f) | | | (0.08 | ) | |
December 31, 2017 | | $ | 11.88 | | | | 0.28 | | | | 0.21 | | | | 0.49 | | | | (0.29 | ) | | | — | | | | (0.29 | ) | |
December 31, 2016 | | $ | 11.98 | | | | 0.27 | | | | 0.15 | | | | 0.42 | | | | (0.30 | ) | | | (0.22 | ) | | | (0.52 | ) | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) The Fund received monies related to a nonrecurring refund from the prior custodian. The corresponding impact to the total return was 0.01% for the period shown.
(c) Not annualized for periods less than one year.
(d) 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.
(e) Annualized for periods less than one year.
(f) Amount is less than $0.005 per share.
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 Contributions from Prior Custodian, Net(b) | | Net Asset Value, End of Period | | Total Return(c)(d) | | Net Expenses(e) | | Net Investment Income (Loss)(e) | | Gross Expenses(e) | | Net Assets, End of Period (000's) | | Portfolio Turnover(c) | |
Victory INCORE Investment Quality Bond VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | | — | | | $ | 13.06 | | | | (0.76 | )% | | | 0.56 | % | | | 1.57 | % | | | 0.73 | % | | $ | 632,849 | | | | 54 | % | |
Year Ended: December 31, 2020 | | | — | | | $ | 13.16 | | | | 8.35 | % | | | 0.56 | % | | | 1.94 | % | | | 0.75 | % | | $ | 601,722 | | | | 81 | % | |
December 31, 2019 | | | — | | | $ | 12.51 | | | | 7.72 | % | | | 0.56 | % | | | 2.46 | % | | | 0.74 | % | | $ | 610,439 | | | | 96 | % | |
December 31, 2018 | | | — | | | $ | 11.95 | | | | (0.41 | )% | | | 0.56 | % | | | 2.52 | % | | | 0.62 | % | | $ | 645,001 | | | | 109 | % | |
December 31, 2017 | | | — | | | $ | 12.08 | | | | 4.15 | % | | | 0.56 | % | | | 2.28 | % | | | 0.61 | % | | $ | 726,721 | | | | 83 | % | |
December 31, 2016 | | | — | (f) | | $ | 11.88 | | | | 3.53 | %(b) | | | 0.55 | % | | | 2.17 | % | | | 0.55 | % | | $ | 716,292 | | | | 142 | % | |
See notes to financial statements.
19
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2021 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an 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.
The accompanying financial statements are those of the INCORE Investment Quality Bond VIP Series (the "Fund"), a series of the Trust. The Fund offers a single class of shares: Class I. 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 Fund is classified as diversified under the 1940 Act.
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 under Accounting Standards Codification Topic 946.
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.
Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.
Portfolio securities listed or traded on securities exchanges, including exchange-traded funds ("ETFs"), are valued at the closing price on the exchange or system where the security is principally traded, if
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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.
Swap agreements are valued at the mean between the current bid and ask prices. These valuations are typically categorized as Level 2 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.
Debt securities are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 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.
In the event that price quotations or valuations are not readily available, investments 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. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.
A summary of the valuations as of June 30, 2021, 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 | | $ | — | | | $ | 17,585,390 | | | $ | — | | | $ | 17,585,390 | | |
Collateralized Mortgage Obligations | | | — | | | | 5,088,910 | | | | — | | | | 5,088,910 | | |
Preferred Stocks | | | 19,790,315 | | | | 2,056,455 | | | | — | | | | 21,846,770 | | |
Corporate Bonds | | | — | | | | 330,265,282 | | | | — | | | | 330,265,282 | | |
Residential Mortgage-Backed Securities | | | — | | | | 1,373,921 | | | | — | | | | 1,373,921 | | |
Yankee Dollars | | | — | | | | 54,599,054 | | | | — | | | | 54,599,054 | | |
U.S. Government Mortgage-Backed Agencies | | | — | | | | 108,053,332 | | | | — | | | | 108,053,332 | | |
U.S. Treasury Obligations | | | — | | | | 68,726,938 | | | | — | | | | 68,726,938 | | |
Collateral for Securities Loaned | | | 18,940,811 | | | | — | | | | — | | | | 18,940,811 | | |
Total | | $ | 38,731,126 | | | $ | 587,749,282 | | | $ | — | | | $ | 626,480,408 | | |
Other Financial Investments^: | |
Assets: | |
Futures Contracts | | $ | 736,342 | | | $ | — | | | $ | — | | | $ | 736,342 | | |
Liabilities: | |
Futures Contracts | | | (493,870 | ) | | | — | | | | — | | | | (493,870 | ) | |
Assets: | |
Credit Default Swap Agreements | | | — | | | | 22,743 | | | | — | | | | 22,743 | | |
Total | | $ | 242,472 | | | $ | 22,743 | | | $ | — | | | $ | 265,215 | | |
^ Futures Contracts and Credit Default Swap Agreements are valued at the unrealized appreciation (depreciation) on the investment.
For the six months ended June 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Securities Purchased on a Delayed-Delivery or When-Issued Basis:
The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. 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. 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.
Mortgage- and Asset-Backed Securities:
The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose a Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage-backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac," respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.
Derivative Instruments:
Futures Contracts:
The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is presented on the Statement of Assets and Liabilities under Deposit with broker for futures contracts. As of June 30, 2021, 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 centrally cleared 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.
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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 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. The collateral held by the Funds is presented on the Statement of Assets and Liabilities under Deposit with brokers for swap agreements.
The Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management during the period.
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 June 30, 2021, 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.
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
| | | | 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. | | $ | 164,798 | | | $ | — | | | $ | 164,798 | | | $ | (73,744 | ) | | $ | — | | | $ | 91,054 | | |
Credit Default Swap Agreements - Goldman Sachs & Co. | | | 3,019 | | | | — | | | | 3,019 | | | | — | | | | — | | | | 3,019 | | |
| | | | Gross Amounts not Offset in the Statement of Assets and Liabilities | |
| | Gross Amounts of Recognized Liabilities | | Gross Amounts Available for 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. | | $ | 73,744 | | | $ | — | | | $ | 73,744 | | | $ | (73,744 | ) | | $ | — | | | $ | — | | |
* 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 summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of June 30, 2021:
| | Assets | | Liabilities | |
| | Variation Margin Receivable on Open Futures Contracts* | | Variation Margin Receivable on Open Swap Agreements* | | Variation Margin Payable on Open Futures Contracts* | | Variation Margin Payable on Open Swap Agreements* | |
Equity Risk Exposure: | | $ | 736,342 | | | $ | — | | | $ | 493,870 | | | $ | — | | |
Credit Risk Exposure: | | | — | | | | 22,743 | | | | — | | | | — | | |
* Includes cumulative appreciation/depreciation of futures contracts and credit default swap agreements as reported on the Schedule of Portfolio Investments. Only current day's variation margin for both futures contracts and credit default swap agreements are reported within the Statement of Assets and Liabilities.
The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended June 30, 2021:
| | 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 | |
Equity Risk Exposure: | | $ | (2,644,213 | ) | | $ | — | | | $ | 324,319 | | | $ | — | | |
Credit Risk Exposure: | | | — | | | | 657,048 | | | | — | | | | 22,743 | | |
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
All open derivative positions at period 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 period end is generally representative of the notional amount of open positions to net assets throughout the period.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is 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. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank"). 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, primarily open-end investment companies, 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 earn a return from the collateral. The Fund pays Citibank 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 a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The following table is a summary of the Fund's securities lending transactions which are subject to offset under the MSLA as of June 30, 2021. 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 Non-cash Collateral Received by Maturity | | | |
(Value of Securities on Loan) | | Cash Collateral Received* | | <30 Days | | Between 30 & 90 Days | | >90 Days | | Net Amount | |
$ | 18,486,339 | | | $ | 18,486,339 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* 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.
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Federal Income Taxes:
It is the Fund's policy 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 a 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:
Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2021, were as follows for the Fund:
Excluding U.S. Government Securities | | U.S. Government Securities | |
Purchases | | Sales | | Purchases | | Sales | |
$ | 148,277,872 | | | $ | 91,412,317 | | | $ | 217,854,544 | | | $ | 225,860,755 | | |
4. Fees and Transactions with Affiliates and Related Parties:
Investment Advisory Fees:
Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended June 30, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM serves as the Fund's administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Victory Funds Complex"). The tiered rates at which VCM is paid by the Fund are shown in the table below:
Net Assets up to $15 billion | | Net Assets $15 billion — $30 billion | | Net Assets over $30 billion | |
| 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the six months ended June 30, 2021, 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
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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 six months ended June 30, 2021, are reflected on the Statement of Operations as Sub-Administration 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Compliance fees.
Transfer Agency 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Transfer agent fees.
Distributor/Underwriting Services:
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, and receives no fee or other compensation for these services.
Other Fees:
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statement of Operations as Custodian fees.
Sidley Austin LLP provides legal services to the Trust.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2022. 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures that 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 June 30, 2021, the expense limit (excluding voluntary waivers) is 0.56%.
Under the terms of the expense limitation agreement, amended May 1, 2021, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.
As of June 30, 2021, 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 June 30, 2021.
Expires 2021 | | Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 292,569 | | | $ | 1,148,942 | | | $ | 1,095,262 | | | $ | 515,222 | | | $ | 3,051,995 | | |
28
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. These waivers are not available for recoupment and are reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser.
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, legal counsel, and Distributor.
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 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.
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
29
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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:
The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex 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, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the period ended June 30, 2021, 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each Fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the renewal, the annual commitment fee of 0.15% remains unchanged and the upfront fee of 0.10% was discontinued. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.
The Fund had no borrowings under the Line of Credit agreement during the six months ended June 30, 2021.
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 in the Victory Funds Complex 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, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending fees.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2021.
7. Federal Income Tax Information:
The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid 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
30
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution 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.
The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2021.
As of the tax year ended December 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.
31
Victory Variable Insurance Funds | | Supplemental Information June 30, 2021 | |
(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 12 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. Forms N-PORT is available on the SEC's website 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 and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2021, through June 30, 2021.
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 below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value 6/30/21 | | Actual Expenses Paid During Period 1/1/21-6/30/21* | | Hypothetical Expenses Paid During Period 1/1/21-6/30/21* | | Annualized Expense Ratio During Period 1/1/21-6/30/21 | |
$ | 1,000.00 | | | $ | 992.40 | | | $ | 1,022.02 | | | $ | 2.77 | | | $ | 2.81 | | | | 0.56 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
32
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2021 | |
(Unaudited)
Liquidity Risk Management Program:
The Victory Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Victory Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.
Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.
At a meeting held on February 18, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.
33
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
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Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-IIQBVIP-SAR (6/21)
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June 30, 2021
Semi Annual Report
Victory Variable Insurance Funds
Victory RS Large Cap Alpha VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
TABLE OF CONTENTS
Investment Objective & Portfolio Holdings | | | 3 | | |
Schedule of Portfolio Investments | | | 4 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 7 | | |
Statement of Operations | | | 8 | | |
Statements of Changes in Net Assets | | | 9 | | |
Financial Highlights | | | 10 | | |
Notes to Financial Statements | | | 12 | | |
Supplemental Information | | | 19 | | |
Proxy Voting and Portfolio Holdings Information | | | 19 | | |
Expense Example | | | 19 | | |
Liquidity Risk Management Program | | | 20 | | |
Privacy Policy (inside back cover) | | | |
1
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 vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this 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
2
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | June 30, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund's investment objective seeks to provide long-term capital appreciation.
Top 10 Holdings*:
June 30, 2021
(% of Net Assets)
Sealed Air Corp. | | | 3.7 | % | |
Cboe Global Markets, Inc. | | | 3.6 | % | |
Keurig Dr Pepper, Inc. | | | 3.5 | % | |
Mondelez International, Inc., Class A | | | 3.2 | % | |
Facebook, Inc., Class A | | | 3.1 | % | |
Vistra Corp. | | | 3.0 | % | |
Comerica, Inc. | | | 3.0 | % | |
U.S. Bancorp | | | 2.9 | % | |
Hill-Rom Holdings, Inc. | | | 2.8 | % | |
Citigroup, Inc. | | | 2.8 | % | |
Sector Allocation*:
June 30, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215666_bc003.jpg)
* Does not include futures, contracts money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
Refer to the Schedule of Portfolio Investments for a complete list of securities
3
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | Schedule of Portfolio Investments June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (98.5%) | |
Communication Services (5.1%): | |
Alphabet, Inc., Class A (a) | | | 7,745 | | | $ | 18,911,663 | | |
Facebook, Inc., Class A (a) | | | 83,760 | | | | 29,124,190 | | |
| | | 48,035,853 | | |
Consumer Discretionary (5.7%): | |
Dollar Tree, Inc. (a) | | | 144,690 | | | | 14,396,655 | | |
General Motors Co. (a) | | | 237,050 | | | | 14,026,249 | | |
LKQ Corp. (a) | | | 345,020 | | | | 16,981,884 | | |
Magna International, Inc. | | | 97,140 | | | | 8,999,050 | | |
| | | 54,403,838 | | |
Consumer Staples (6.7%): | |
Keurig Dr Pepper, Inc. | | | 955,930 | | | | 33,686,973 | | |
Mondelez International, Inc., Class A | | | 483,210 | | | | 30,171,633 | | |
| | | 63,858,606 | | |
Energy (6.9%): | |
Enterprise Products Partners LP | | | 838,610 | | | | 20,235,659 | | |
Hess Corp. | | | 222,970 | | | | 19,469,740 | | |
Pioneer Natural Resources Co. | | | 96,700 | | | | 15,715,684 | | |
Valero Energy Corp. | | | 127,370 | | | | 9,945,050 | | |
| | | 65,366,133 | | |
Financials (24.8%): | |
Aflac, Inc. | | | 357,700 | | | | 19,194,182 | | |
Bank of America Corp. | | | 365,240 | | | | 15,058,845 | | |
Cboe Global Markets, Inc. | | | 287,180 | | | | 34,188,779 | | |
Citigroup, Inc. | | | 379,650 | | | | 26,860,237 | | |
Comerica, Inc. | | | 391,620 | | | | 27,938,171 | | |
Discover Financial Services | | | 159,670 | | | | 18,887,364 | | |
JPMorgan Chase & Co. | | | 122,590 | | | | 19,067,649 | | |
KeyCorp | | | 936,370 | | | | 19,336,040 | | |
RenaissanceRe Holdings Ltd. | | | 106,780 | | | | 15,891,000 | | |
U.S. Bancorp | | | 474,350 | | | | 27,023,720 | | |
Voya Financial, Inc. | | | 186,380 | | | | 11,462,370 | | |
| | | 234,908,357 | | |
Health Care (15.4%): | |
AbbVie, Inc. | | | 82,720 | | | | 9,317,581 | | |
Cigna Corp. | | | 106,360 | | | | 25,214,765 | | |
Hill-Rom Holdings, Inc. | | | 237,490 | | | | 26,976,489 | | |
Humana, Inc. | | | 50,180 | | | | 22,215,690 | | |
Johnson & Johnson | | | 83,410 | | | | 13,740,963 | | |
Medtronic PLC | | | 167,050 | | | | 20,735,916 | | |
Quest Diagnostics, Inc. | | | 90,680 | | | | 11,967,040 | | |
UnitedHealth Group, Inc. | | | 40,865 | | | | 16,363,981 | | |
| | | 146,532,425 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Industrials (11.0%): | |
3M Co. | | | 48,290 | | | $ | 9,591,843 | | |
Eaton Corp. PLC | | | 83,460 | | | | 12,367,103 | | |
Johnson Controls International PLC | | | 253,550 | | | | 17,401,136 | | |
L3Harris Technologies, Inc. | | | 43,140 | | | | 9,324,711 | | |
Parker-Hannifin Corp. | | | 42,320 | | | | 12,996,895 | | |
Raytheon Technologies Corp. | | | 136,981 | | | | 11,685,849 | | |
Sensata Technologies Holding PLC (a) (b) | | | 254,410 | | | | 14,748,148 | | |
Union Pacific Corp. | | | 74,100 | | | | 16,296,813 | | |
| | | 104,412,498 | | |
Information Technology (7.9%): | |
Euronet Worldwide, Inc. (a) (b) | | | 189,400 | | | | 25,635,290 | | |
Fidelity National Information Services, Inc. | | | 118,400 | | | | 16,773,728 | | |
FleetCor Technologies, Inc. (a) | | | 81,390 | | | | 20,840,723 | | |
Leidos Holdings, Inc. | | | 113,900 | | | | 11,515,290 | | |
| | | 74,765,031 | | |
Materials (6.6%): | |
Freeport-McMoRan, Inc. | | | 241,850 | | | | 8,975,054 | | |
Sealed Air Corp. | | | 598,190 | | | | 35,442,757 | | |
Vale SA, ADR | | | 780,310 | | | | 17,798,871 | | |
| | | 62,216,682 | | |
Real Estate (2.3%): | |
Host Hotels & Resorts, Inc. (a) | | | 1,309,300 | | | | 22,375,937 | | |
Utilities (6.1%): | |
Exelon Corp. | | | 472,090 | | | | 20,918,308 | | |
FirstEnergy Corp. | | | 225,280 | | | | 8,382,669 | | |
Vistra Corp. | | | 1,529,370 | | | | 28,369,813 | | |
| | | 57,670,790 | | |
Total Common Stocks (Cost $695,523,853) | | | 934,546,150 | | |
Collateral for Securities Loaned^ (0.1%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (c) | | | 15,761 | | | | 15,761 | | |
Fidelity Investments Money Market Government Portfolio I Shares, 0.01% (c) | | | 426,920 | | | | 426,920 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (c) | | | 7,866 | | | | 7,866 | | |
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (c) | | | 62,718 | | | | 62,718 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (c) | | | 281,992 | | | | 281,992 | | |
Total Collateral for Securities Loaned (Cost $795,257) | | | 795,257 | | |
Total Investments (Cost $696,319,110) — 98.6% | | | 935,341,407 | | |
Other assets in excess of liabilities — 1.4% | | | 13,205,336 | | |
NET ASSETS — 100.00% | | $ | 948,546,743 | | |
^ Purchased with cash collateral from securities on loan.
See notes to financial statements.
5
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate disclosed is the daily yield on June 30, 2021.
ADR — American Depositary Receipt
LP — Limited Partnership
PLC — Public Limited Company
See notes to financial statements.
6
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2021 | |
(Unaudited)
| | Victory RS Large Cap Alpha VIP Series | |
Assets: | |
Investments, at value (Cost $696,319,110) | | $ | 935,341,407 | (a) | |
Cash | | | 13,310,994 | | |
Receivables: | |
Interest and dividends | | | 1,408,283 | | |
Capital shares issued | | | 227 | | |
From Adviser | | | 278,840 | | |
Prepaid expenses | | | 4,560 | | |
Total Assets | | | 950,344,311 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 795,257 | | |
Capital shares redeemed | | | 398,812 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 396,004 | | |
Administration fees | | | 49,017 | | |
Custodian fees | | | 5,348 | | |
Transfer agent fees | | | 93,487 | | |
Compliance fees | | | 528 | | |
Other accrued expenses | | | 59,115 | | |
Total Liabilities | | | 1,797,568 | | |
Net Assets: | |
Capital | | | 624,171,297 | | |
Total accumulated earnings/(loss) | | | 324,375,446 | | |
Net Assets | | $ | 948,546,743 | | |
Shares Outstanding (unlimited shares authorized with a par value of $0.001 per share): | | | 18,222,447 | | |
Net asset value: | | $ | 52.05 | | |
(a) Includes $775,299 of securities on loan.
See notes to financial statements.
7
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2021 | |
(Unaudited)
| | Victory RS Large Cap Alpha VIP Series | |
Investment Income: | |
Dividends | | $ | 9,044,079 | | |
Interest | | | 851 | | |
Securities lending (net of fees) | | | 516 | | |
Foreign tax withholding | | | (19,240 | ) | |
Total Income | | | 9,026,206 | | |
Expenses: | |
Investment advisory fees | | | 2,364,024 | | |
Administration fees | | | 264,974 | | |
Sub-Administration fees | | | 7,434 | | |
Custodian fees | | | 20,034 | | |
Transfer agent fees | | | 631,771 | | |
Trustees' fees | | | 31,986 | | |
Compliance fees | | | 3,470 | | |
Legal and audit fees | | | 49,430 | | |
Other expenses | | | 23,661 | | |
Total Expenses | | | 3,396,784 | | |
Expenses waived/reimbursed by Adviser | | | (795,700 | ) | |
Net Expenses | | | 2,601,084 | | |
Net Investment Income (Loss) | | | 6,425,122 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 75,922,682 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | 67,377,818 | | |
Net realized/unrealized gains (losses) on investments | | | 143,300,500 | | |
Change in net assets resulting from operations | | $ | 149,725,622 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS Large Cap Alpha VIP Series | |
| | Six Months Ended June 30, 2021 (Unaudited) | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 6,425,122 | | | $ | 12,027,378 | | |
Net realized gains (losses) from investments | | | 75,922,682 | | | | (12,788,108 | ) | |
Net change in unrealized appreciation/depreciation on investments | | | 67,377,818 | | | | (6,154,345 | ) | |
Change in net assets resulting from operations | | | 149,725,622 | | | | (6,915,075 | ) | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (66,563,701 | ) | |
Change in net assets resulting from capital transactions | | | (102,368,727 | ) | | | 15,973,696 | | |
Change in net assets | | | 47,356,895 | | | | (57,505,080 | ) | |
Net Assets: | |
Beginning of period | | | 901,189,848 | | | | 958,694,928 | | |
End of period | | $ | 948,546,743 | | | $ | 901,189,848 | | |
Capital Transactions: | |
Proceeds from shares issued | | | 2,934,336 | | | | 47,198,944 | | |
Distributions reinvested | | | — | | | | 66,563,701 | | |
Cost of shares redeemed | | | (105,303,063 | ) | | | (97,788,949 | ) | |
Change in net assets resulting from capital transactions | | | (102,368,727 | ) | | | 15,973,696 | | |
Share Transactions: | |
Issued | | | 59,489 | | | | 1,205,003 | | |
Reinvested | | | — | | | | 1,510,096 | | |
Redeemed | | | (2,094,789 | ) | | | (2,316,973 | ) | |
Change in Shares | | | (2,035,300 | ) | | | 398,126 | | |
See notes to financial statements.
9
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 | |
Six Months Ended June 30, 2021 (Unaudited) | | $ | 44.49 | | | | 0.33 | | | | 7.23 | | | | 7.56 | | | | — | | | | — | | | | — | | |
Year Ended: | |
December 31, 2020 | | $ | 48.27 | | | | 0.62 | | | | (0.90 | ) | | | (0.28 | ) | | | (0.56 | ) | | | (2.94 | ) | | | (3.50 | ) | |
December 31, 2019 | | $ | 43.45 | | | | 0.70 | | | | 12.75 | | | | 13.45 | | | | (0.48 | ) | | | (8.15 | ) | | | (8.63 | ) | |
December 31, 2018 | | $ | 54.01 | | | | 0.60 | | | | (5.44 | ) | | | (4.84 | ) | | | (0.02 | ) | | | (5.70 | ) | | | (5.72 | ) | |
December 31, 2017 | | $ | 45.98 | | | | 0.51 | | | | 8.07 | | | | 8.58 | | | | (0.55 | ) | | | — | | | | (0.55 | ) | |
December 31, 2016 | | $ | 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) 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.
(c) Not annualized for periods less than one year.
(d) 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.
(e) Annualized for periods less than one year.
(f) Amount is less than $0.005 per share.
See notes to financial statements.
10
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(b) | | Net Asset Value, End of Period | | Total Return(c)(d) | | Net Expenses(e) | | Net Investment Income (Loss)(e) | | Gross Expenses(e) | | Net Assets, End of Period (000's) | | Portfolio Turnover(c) | |
Victory RS Large Cap Alpha VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | | — | | | $ | 52.05 | | | | 16.99 | % | | | 0.55 | % | | | 1.36 | % | | | 0.72 | % | | $ | 948,547 | | | | 29 | % | |
Year Ended: | |
December 31, 2020 | | | — | | | $ | 44.49 | | | | (0.44 | )% | | | 0.55 | % | | | 1.47 | % | | | 0.74 | % | | $ | 901,190 | | | | 101 | % | |
December 31, 2019 | | | — | | | $ | 48.27 | | | | 31.16 | % | | | 0.55 | % | | | 1.37 | % | | | 0.73 | % | | $ | 958,695 | | | | 50 | % | |
December 31, 2018 | | | — | | | $ | 43.45 | | | | (9.00 | )% | | | 0.55 | % | | | 1.10 | % | | | 0.62 | % | | $ | 846,990 | | | | 60 | % | |
December 31, 2017 | | | — | | | $ | 54.01 | | | | 18.67 | % | | | 0.55 | % | | | 1.02 | % | | | 0.60 | % | | $ | 1,060,740 | | | | 56 | % | |
December 31, 2016 | | | — | (f) | | $ | 45.98 | | | | 9.03 | %(b) | | | 0.54 | % | | | 1.12 | % | | | 0.54 | % | | $ | 1,020,600 | | | | 84 | % | |
See notes to financial statements.
11
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2021 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an 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.
The accompanying financial statements are those of the RS Large Cap Alpha VIP Series (the "Fund"), a series of the Trust. The Fund offers a single class of shares: Class I. 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 Fund is classified as diversified under the 1940 Act.
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 under Accounting Standards Codification Topic 946.
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.
Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.
Portfolio securities listed or traded on securities exchanges, including exchange-traded funds ("ETFs") and American Depositary Receipts ("ADRs"), 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
12
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.
A summary of the valuations as of June 30, 2021, 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 | | $ | 934,546,150 | | | $ | — | | | $ | — | | | $ | 934,546,150 | | |
Collateral for Securities Loaned | | | 795,257 | | | | — | | | | — | | | | 795,257 | | |
Total | | $ | 935,341,407 | | | $ | — | | | $ | — | | | $ | 935,341,407 | | |
For the six months ended June 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.
Real Estate Investment Trusts ("REITs"):
The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income-producing real estate or real- estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.
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. Paydown gains or losses on applicable securities, if any, are recorded as components of 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's has been provided for in accordance with each investment's applicable country's tax rules and rates.
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank"). 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, primarily open-end investment companies, 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
13
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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 earn a return from the collateral. The Fund pays Citibank 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 a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The following table is a summary of the Fund's securities lending transactions which are subject to offset under the MSLA as of June 30, 2021. 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 Non-cash Collateral Received by Maturity | | | |
(Value of Securities on Loan) | | Cash Collateral Received* | | <30 Days | | Between 30 & 90 Days | | >90 Days | | Net Amount | |
$ | 775,299 | | | $ | 775,299 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* 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 Fund's policy 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 a 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:
Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2021, were as follows for the Fund:
| | Excluding U.S. Government Securities | |
| | Purchases | | Sales | |
| | | | $ | 270,058,834 | | | $ | 402,852,074 | | |
There were no purchases or sales of U.S. Government Securities during the six months ended June 30, 2021.
14
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
4. Fees and Transactions with Affiliates and Related Parties:
Investment Advisory Fees:
Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.50% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended June 30, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM serves as the Fund's administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Victory Funds Complex"). The tiered rates at which VCM is paid by the Fund are shown in the table below:
| | Net Assets up to $15 billion | | Net Assets $15 billion — $30 billion | | Net Assets over $30 billion | |
| | | | | 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the six months ended June 30, 2021, 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Sub-Administration 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Compliance fees.
Transfer Agency 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Transfer agent fees.
Distributor/Underwriting Services:
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, and receives no fee or other compensation for these services.
Other Fees:
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statement of Operations as Custodian fees.
15
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Sidley Austin LLP provides legal services to the Trust.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2022. 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures that 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 June 30, 2021, the expense limit (excluding voluntary waivers) is 0.55%.
Under the terms of the expense limitation agreement, amended May 1, 2021, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.
As of June 30, 2021, 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 June 30, 2021.
Expires 2021 | | Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 453,084 | | | $ | 1,698,805 | | | $ | 1,542,248 | | | $ | 795,700 | | | $ | 4,489,837 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. These waivers are not available for recoupment and are reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser.
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, legal counsel, and Distributor.
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.
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex 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, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the period ended June 30, 2021, 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each Fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the renewal, the annual commitment fee of 0.15% remains unchanged and the upfront fee of 0.10% was discontinued. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.
The Fund had no borrowings under the Line of Credit agreement during the six months ended June 30, 2021.
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 in the Victory Funds Complex 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, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending fees.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2021.
7. Federal Income Tax Information:
The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid 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 distribution 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.
17
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2021.
As of the tax year ended December 31, 2020, the Fund had net capital loss carryforwards ("CLCFs") as summarized in the table below.
Short-Term | | Total | |
$ | 3,341,148 | | | $ | 3,341,148 | | |
18
Victory Variable Insurance Funds | | Supplemental Information June 30, 2021 | |
(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 12 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. Forms N-PORT is available on the SEC's website 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 and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2021, through June 30, 2021.
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 below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value 6/30/21 | | Actual Expenses Paid During Period 1/1/21-6/30/21* | | Hypothetical Expenses Paid During Period 1/1/21-6/30/21* | | Annualized Expense Ratio During Period 1/1/21-6/30/21 | |
$ | 1,000.00 | | | $ | 1,169.90 | | | $ | 1,022.07 | | | $ | 2.96 | | | $ | 2.76 | | | | 0.55 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
19
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2021 | |
(Unaudited)
Liquidity Risk Management Program:
The Victory Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Victory Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.
Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.
At a meeting held on February 18, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.
20
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215666_za004.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-LCAVIP-SAR (6/21)
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215667_aa001.jpg)
June 30, 2021
Semi Annual Report
Victory Variable Insurance Funds
Victory INCORE Low Duration Bond VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
TABLE OF CONTENTS
Investment Objective & Portfolio Holdings | | | 3 | | |
Schedule of Portfolio Investments | | | 4 | | |
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 | | |
Supplemental Information | | | 32 | | |
Proxy Voting and Portfolio Holdings Information | | | 32 | | |
Expense Example | | | 32 | | |
Liquidity Risk Management Program | | | 33 | | |
Privacy Policy (inside back cover) | | | |
1
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 vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215667_ba002.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
2
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | June 30, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund's investment objective seeks to provide a high level of current income consistent with preservation of capital.
Asset Allocation*:
June 30, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215667_bc003.jpg)
* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
Refer to the Schedule of Portfolio Investments for a complete list of securities.
3
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Asset-Backed Securities (5.0%) | |
AmeriCredit Automobile Receivables Trust, Series 2018-1, Class B, 3.26%, 1/18/24, Callable 8/18/22 @ 100 (a) | | $ | 1,767,023 | | | $ | 1,775,406 | | |
AmeriCredit Automobile Receivables Trust, Series 2021-1, Class C, 0.89%, 10/19/26, Callable 2/18/24 @ 100 | | | 1,815,000 | | | | 1,805,997 | | |
GM Financial Automobile Leasing Trust, Series 2021-1, Class C, 0.70%, 2/20/25, Callable 7/20/23 @ 100 | | | 1,164,000 | | | | 1,157,946 | | |
GM Financial Consumer Automobile Receivables Trust, Series 2021-2, Class C, 1.28%, 1/19/27, Callable 7/16/24 @ 100 | | | 951,000 | | | | 948,047 | | |
Santander Drive Auto Receivables Trust, Series 2021-2, Class C, 0.90%, 6/15/26, Callable 5/15/25 @ 100 | | | 1,400,000 | | | | 1,399,696 | | |
Santander Drive Auto Receivables Trust, Series 2021-1, Class C, 0.75%, 2/17/26, Callable 12/15/23 @ 100 | | | 1,164,000 | | | | 1,166,692 | | |
Santander Retail Auto Lease Trust, Series 2021-A, Class C, 1.14%, 3/20/26, Callable 6/20/24 @ 100 (a) (b) | | | 2,366,000 | | | | 2,367,341 | | |
Westlake Automobile Receivables Trust, Series 2021-1A, Class C, 0.95%, 3/16/26, Callable 9/15/24 @ 100 (b) | | | 1,295,000 | | | | 1,293,524 | | |
Westlake Automobile Receivables Trust, Series 2021-2A, Class C, 0.89%, 7/15/26, Callable 8/15/24 @ 100 (b) | | | 1,348,000 | | | | 1,347,838 | | |
Total Asset-Backed Securities (Cost $13,268,540) | | | 13,262,487 | | |
Collateralized Mortgage Obligations (1.6%) | |
Galaxy CLO Ltd., Series 2017-24A, Class A, 1.30% (LIBOR03M+112bps), 1/15/31, Callable 7/15/21 @ 100 (a) (b) (c) | | | 1,000,000 | | | | 1,000,222 | | |
Steele Creek CLO Ltd., Series 2017-1A, Class A, 1.43% (LIBOR03M+125bps), 1/15/30, Callable 7/15/21 @ 100 (a) (b) (c) | | | 2,175,000 | | | | 2,169,478 | | |
Voya CLO Ltd., Series 2017-4A, Class A1, 1.31% (LIBOR03M+113bps), 10/15/30, Callable 7/15/21 @ 100 (a) (b) (c) | | | 1,000,000 | | | | 1,000,209 | | |
Total Collateralized Mortgage Obligations (Cost $4,175,000) | | | 4,169,909 | | |
Preferred Stocks (2.1%) | |
Financials (0.9%): | |
AMG Capital Trust II, 10/15/37, 5.15% | | | 8,285 | | | | 497,961 | | |
Bank of America Corp., Series L, 7.25% (d) | | | 425 | | | | 601,800 | | |
KKR & Co., Inc., Series C, 9/15/23, 6.00% (e) | | | 7,108 | | | | 547,742 | | |
Wells Fargo & Co., Series L, 7.50% (d) | | | 510 | | | | 778,367 | | |
| | | 2,425,870 | | |
Health Care (0.1%): | |
Danaher Corp., Series B, 4/15/23, 5.00% (e) | | | 149 | | | | 219,815 | | |
Industrials (0.2%): | |
Stanley Black & Decker, Inc., 11/15/22, 5.25% (e) | | | 5,545 | | | | 669,448 | | |
Utilities (0.9%): | |
American Electric Power Co., Inc., 8/15/23, 6.13% | | | 4,295 | | | | 220,076 | | |
Dominion Energy, Inc., Series A, 6/1/22, 7.25% | | | 6,455 | | | | 626,974 | | |
DTE Energy Co., 11/1/22, 6.25% | | | 7,803 | | | | 385,702 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
NextEra Energy, Inc., 3/1/23, 5.27% | | $ | 11,340 | | | $ | 555,207 | | |
The Southern Co., Series 2019, 8/1/22, 6.75% | | | 10,010 | | | | 506,806 | | |
| | | 2,294,765 | | |
Total Preferred Stocks (Cost $5,262,337) | | | 5,609,898 | | |
Corporate Bonds (52.4%) | |
Communication Services (3.9%): | |
AT&T, Inc., 1.70%, 3/25/26, Callable 3/25/23 @ 100 | | | 3,500,000 | | | | 3,537,590 | | |
CenturyLink, Inc., 6.75%, 12/1/23 | | | 402,000 | | | | 445,617 | | |
Charter Communications Operating LLC/Charter Communications Operating Capital, 4.50%, 2/1/24, Callable 1/1/24 @ 100 | | | 504,000 | | | | 548,967 | | |
Comcast Corp., 3.10%, 4/1/25, Callable 3/1/25 @ 100 (a) | | | 2,182,000 | | | | 2,353,854 | | |
Fox Corp., 4.03%, 1/25/24, Callable 12/25/23 @ 100 | | | 1,412,000 | | | | 1,529,690 | | |
Sirius XM Radio, Inc., 4.63%, 7/15/24, Callable 8/9/21 @ 102.31 (a) (b) | | | 879,000 | | | | 902,540 | | |
Verizon Communications, Inc. 3.38%, 2/15/25 (a) | | | 325,000 | | | | 353,099 | | |
1.26% (LIBOR03M+110bps), 5/15/25, Callable 3/15/25 @ 100 (a) (c) | | | 719,000 | | | | 741,023 | | |
| | | 10,412,380 | | |
Consumer Discretionary (7.6%): | |
Amazon.com, Inc., 1.00%, 5/12/26, Callable 4/12/26 @ 100 (e) | | | 2,780,000 | | | | 2,780,973 | | |
Aptiv Corp., 4.15%, 3/15/24, Callable 12/15/23 @ 100 | | | 1,628,000 | | | | 1,765,143 | | |
AutoZone, Inc., 3.13%, 4/18/24, Callable 3/18/24 @ 100 | | | 2,682,000 | | | | 2,855,418 | | |
Booking Holdings, Inc. 0.90%, 9/15/21 | | | 105,000 | | | | 114,186 | | |
0.75%, 5/1/25 (e) | | | 415,000 | | | | 587,922 | | |
D.R. Horton, Inc., 4.75%, 2/15/23, Callable 11/15/22 @ 100 (a) | | | 3,006,000 | | | | 3,177,583 | | |
Expedia Group, Inc. 3.60%, 12/15/23, Callable 11/15/23 @ 100 | | | 980,000 | | | | 1,041,230 | | |
2/15/26 (b) (e) | | | 245,000 | | | | 265,215 | | |
General Motors Co., 4.88%, 10/2/23 (a) | | | 1,191,000 | | | | 1,296,415 | | |
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 4.88%, 4/1/27, Callable 4/1/22 @ 102.44 | | | 536,000 | | | | 559,241 | | |
Kohl's Corp., 4.25%, 7/17/25, Callable 4/17/25 @ 100 (e) | | | 1,138,000 | | | | 1,243,242 | | |
LGI Homes, Inc., 6.88%, 7/15/26, Callable 7/15/21 @ 103.44 (a) (b) | | | 256,000 | | | | 265,219 | | |
Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100 (e) | | | 1,225,000 | | | | 1,305,299 | | |
NVR, Inc., 3.95%, 9/15/22, Callable 6/15/22 @ 100 (a) | | | 2,985,000 | | | | 3,082,699 | | |
| | | 20,339,785 | | |
Consumer Staples (2.6%): | |
7-Eleven, Inc., 0.80%, 2/10/24, Callable 2/10/22 @ 100 (b) | | | 2,296,000 | | | | 2,290,765 | | |
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (a) | | | 295,000 | | | | 333,707 | | |
Church & Dwight Co., Inc., 2.45%, 8/1/22, Callable 7/1/22 @ 100 (a) | | | 795,000 | | | | 811,719 | | |
Constellation Brands, Inc., 4.25%, 5/1/23 (a) | | | 954,000 | | | | 1,017,346 | | |
Keurig Dr Pepper, Inc., 4.06%, 5/25/23, Callable 4/25/23 @ 100 (a) (e) | | | 638,000 | | | | 680,031 | | |
Tyson Foods, Inc. 3.90%, 9/28/23, Callable 8/28/23 @ 100 (a) | | | 400,000 | | | | 428,576 | | |
3.95%, 8/15/24, Callable 5/15/24 @ 100 | | | 1,130,000 | | | | 1,229,361 | | |
| | | 6,791,505 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Energy (2.8%): | |
Boardwalk Pipelines LP, 3.38%, 2/1/23, Callable 11/1/22 @ 100 | | $ | 400,000 | | | $ | 412,884 | | |
Continental Resources, Inc., 4.50%, 4/15/23, Callable 1/15/23 @ 100 (a) | | | 732,000 | | | | 763,432 | | |
EQM Midstream Partners LP, 4.75%, 7/15/23, Callable 6/15/23 @ 100 (a) | | | 310,000 | | | | 323,646 | | |
HollyFrontier Corp., 2.63%, 10/1/23 | | | 929,000 | | | | 961,339 | | |
Pioneer Natural Resources Co. 0.55%, 5/15/23 | | | 1,280,000 | | | | 1,280,819 | | |
0.25%, 5/15/25 | | | 390,000 | | | | 622,078 | | |
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100 (a) | | | 925,000 | | | | 949,429 | | |
Valero Energy Corp. 2.70%, 4/15/23 (a) | | | 1,001,000 | | | | 1,037,967 | | |
1.20%, 3/15/24 | | | 980,000 | | | | 987,928 | | |
| | | 7,339,522 | | |
Financials (10.3%): | |
Ares Capital Corp., 4.63%, 3/1/24 | | | 670,000 | | | | 735,446 | | |
Bank of America Corp., 4.20%, 8/26/24, MTN (a) | | | 2,551,000 | | | | 2,799,978 | | |
Capital One Financial Corp., 3.30%, 10/30/24, Callable 9/30/24 @ 100 (a) | | | 627,000 | | | | 675,530 | | |
Citigroup, Inc., 1.20% (LIBOR03M+107bps), 12/8/21, Callable 11/8/21 @ 100 (a) (c) (e) | | | 1,500,000 | | | | 1,505,295 | | |
Dana Financing Luxembourg Sarl, 5.75%, 4/15/25, Callable 8/9/21 @ 102.88 (a) (b) | | | 808,000 | | | | 833,614 | | |
Fifth Third Bancorp 1.63%, 5/5/23, Callable 4/5/23 @ 100 (e) | | | 1,880,000 | | | | 1,917,562 | | |
3.65%, 1/25/24, Callable 12/25/23 @ 100 (a) (e) | | | 731,000 | | | | 783,449 | | |
Ford Motor Credit Co. LLC, 3.10%, 5/4/23 (a) | | | 1,500,000 | | | | 1,530,420 | | |
General Motors Financial Co., Inc., 5.10%, 1/17/24, Callable 12/17/23 @ 100 | | | 2,451,000 | | | | 2,699,409 | | |
Harley-Davidson Financial Services, Inc., 3.35%, 2/15/23, Callable 1/15/23 @ 100 (b) (e) | | | 1,512,000 | | | | 1,570,847 | | |
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (b) | | | 530,000 | | | | 573,216 | | |
Morgan Stanley 4.88%, 11/1/22 (a) | | | 918,000 | | | | 971,235 | | |
0.53% (SOFR+46bps), 1/25/24, Callable 1/25/23 @ 100 (c) | | | 3,425,000 | | | | 3,423,904 | | |
Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22 | | | 330,000 | | | | 380,094 | | |
The Bank of New York Mellon Corp., 0.75%, 1/28/26, MTN, Callable 12/28/25 @ 100 | | | 1,085,000 | | | | 1,073,965 | | |
The Goldman Sachs Group, Inc., 1.93% (LIBOR03M+175bps), 10/28/27, Callable 10/28/26 @ 100 (a) (c) | | | 1,500,000 | | | | 1,583,460 | | |
Unum Group, 4.00%, 3/15/24 | | | 1,330,000 | | | | 1,436,240 | | |
Wells Fargo & Co., 0.81% (SOFR+51bps), 5/19/25, MTN, Callable 5/19/24 @ 100 (c) | | | 700,000 | | | | 698,733 | | |
Zions Bancorp NA 3.50%, 8/27/21 (a) (e) | | | 1,465,000 | | | | 1,471,798 | | |
3.35%, 3/4/22, Callable 2/4/22 @ 100 (a) | | | 910,000 | | | | 925,661 | | |
| | | 27,589,856 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Health Care (5.2%): | |
AbbVie, Inc., 3.85%, 6/15/24, Callable 3/15/24 @ 100 (e) | | $ | 3,455,000 | | | $ | 3,746,118 | | |
Anthem, Inc., 2.75%, 10/15/42 | | | 120,000 | | | | 646,431 | | |
Biogen, Inc., 3.63%, 9/15/22 | | | 925,000 | | | | 960,501 | | |
Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13 | | | 588,000 | | | | 620,299 | | |
HCA, Inc., 5.00%, 3/15/24 | | | 2,521,000 | | | | 2,786,386 | | |
Humana, Inc. 3.15%, 12/1/22, Callable 9/1/22 @ 100 (a) (e) | | | 921,000 | | | | 949,579 | | |
2.90%, 12/15/22, Callable 11/15/22 @ 100 (a) | | | 515,000 | | | | 531,907 | | |
Illumina, Inc., 8/15/23 (e) | | | 440,000 | | | | 559,218 | | |
Mylan, Inc., 3.13%, 1/15/23 (b) (e) | | | 2,521,000 | | | | 2,613,243 | | |
Upjohn, Inc., 1.13%, 6/22/22 (b) | | | 475,000 | | | | 478,382 | | |
| | | 13,892,064 | | |
Industrials (5.3%): | |
Air Lease Corp., 0.70%, 2/15/24, MTN, Callable 1/15/24 @ 100 | | | 3,385,000 | | | | 3,368,752 | | |
Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (a) | | | 1,025,000 | | | | 1,063,489 | | |
EnPro Industries, Inc., 5.75%, 10/15/26, Callable 10/15/21 @ 104.31 (a) | | | 1,000,000 | | | | 1,054,090 | | |
Fortive Corp., 0.88%, 2/15/22 | | | 675,000 | | | | 677,207 | | |
Roper Technologies, Inc., 0.45%, 8/15/22 | | | 981,000 | | | | 981,579 | | |
Sensata Technologies BV, 5.63%, 11/1/24 (a) (b) | | | 785,000 | | | | 875,487 | | |
Southwest Airlines Co. 4.75%, 5/4/23 | | | 1,973,000 | | | | 2,117,581 | | |
1.25%, 5/1/25 | | | 350,000 | | | | 530,278 | | |
The Boeing Co., 2.20%, 2/4/26, Callable 2/4/23 @ 100 (a) | | | 2,659,000 | | | | 2,684,128 | | |
Waste Management, Inc., 2.40%, 5/15/23, Callable 3/15/23 @ 100 (a) (e) | | | 782,000 | | | | 809,182 | | |
| | | 14,161,773 | | |
Information Technology (5.4%): | |
Akamai Technologies, Inc., 0.13%, 5/1/25 | | | 285,000 | | | | 373,327 | | |
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.63%, 1/15/24, Callable 11/15/23 @ 100 (a) | | | 2,520,000 | | | | 2,691,864 | | |
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 (a) | | | 1,334,000 | | | | 1,467,187 | | |
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (e) | | | 490,000 | | | | 563,064 | | |
KLA Corp., 4.65%, 11/1/24, Callable 8/1/24 @ 100 | | | 504,000 | | | | 562,777 | | |
Marvell Technology Group Ltd., 4.20%, 6/22/23, Callable 5/22/23 @ 100 | | | 842,000 | | | | 892,284 | | |
Maxim Integrated Products, Inc., 3.38%, 3/15/23, Callable 12/15/22 @ 100 | | | 809,000 | | | | 842,832 | | |
Micron Technology, Inc., 2.50%, 4/24/23 | | | 2,521,000 | | | | 2,605,201 | | |
NCR Corp., 5.00%, 10/1/28, Callable 10/1/23 @ 102.5 (b) | | | 608,000 | | | | 628,332 | | |
PayPal Holdings, Inc., 2.20%, 9/26/22 (a) | | | 1,710,000 | | | | 1,751,160 | | |
Seagate HDD Cayman, 4.88%, 3/1/24, Callable 1/1/24 @ 100 | | | 1,000,000 | | | | 1,082,580 | | |
ServiceNow, Inc., 6/1/22 | | | 20,000 | | | | 81,330 | | |
Square, Inc., 0.25%, 11/1/27 (b) (e) | | | 215,000 | | | | 250,223 | | |
Western Digital Corp., 1.50%, 2/1/24 | | | 575,000 | | | | 613,686 | | |
| | | 14,405,847 | | |
Materials (3.0%): | |
Celanese US Holdings LLC, 4.63%, 11/15/22 (a) | | | 780,000 | | | | 822,089 | | |
Graphic Packaging International LLC, 0.82%, 4/15/24, Callable 3/15/24 @ 100 (b) | | | 2,022,000 | | | | 2,008,736 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Nucor Corp., 4.13%, 9/15/22, Callable 6/15/22 @ 100 (a) (e) | | $ | 1,527,000 | | | $ | 1,581,437 | | |
Packaging Corp. of America, 4.50%, 11/1/23, Callable 8/1/23 @ 100 | | | 1,064,000 | | | | 1,150,173 | | |
Southern Copper Corp., 3.88%, 4/23/25 | | | 2,352,000 | | | | 2,563,210 | | |
| | | 8,125,645 | | |
Real Estate (3.0%): | |
American Tower Corp., 3.00%, 6/15/23 (a) | | | 1,000,000 | | | | 1,047,440 | | |
Brandywine Operating Partnership LP, 3.95%, 2/15/23, Callable 11/15/22 @ 100 (e) | | | 750,000 | | | | 783,547 | | |
CyrusOne LP/CyrusOne Finance Corp., 2.90%, 11/15/24, Callable 10/15/24 @ 100 | | | 954,000 | | | | 1,007,157 | | |
Duke Realty LP, 3.63%, 4/15/23, Callable 1/15/23 @ 100 (a) | | | 1,229,000 | | | | 1,285,608 | | |
Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (b) | | | 602,000 | | | | 637,488 | | |
Kite Realty Group LP, 0.75%, 4/1/27 (b) | | | 100,000 | | | | 104,966 | | |
Piedmont Operating Partnership LP, 3.40%, 6/1/23, Callable 3/1/23 @ 100 (a) | | | 1,680,000 | | | | 1,746,276 | | |
Post Apartment Homes LP, 3.38%, 12/1/22, Callable 9/1/22 @ 100 | | | 500,000 | | | | 516,435 | | |
Weingarten Realty Investors 3.38%, 10/15/22, Callable 7/15/22 @ 100 (a) | | | 300,000 | | | | 308,514 | | |
3.50%, 4/15/23, Callable 1/15/23 @ 100 | | | 505,000 | | | | 526,796 | | |
| | | 7,964,227 | | |
Utilities (3.3%): | |
Ameren Corp., 2.50%, 9/15/24, Callable 8/15/24 @ 100 (e) | | | 597,000 | | | | 628,838 | | |
CenterPoint Energy, Inc., 4.57%, 9/15/29 | | | 3,690 | | | | 241,252 | | |
Exelon Corp. 3.50%, 6/1/22, Callable 5/1/22 @ 100 (a) | | | 2,117,000 | | | | 2,170,962 | | |
3.95%, 6/15/25, Callable 3/15/25 @ 100 (a) | | | 541,000 | | | | 595,317 | | |
NextEra Energy Capital Holdings, Inc. 2.80%, 1/15/23, Callable 12/15/22 @ 100 (a) | | | 1,345,000 | | | | 1,390,232 | | |
0.65%, 3/1/23 | | | 1,186,000 | | | | 1,190,104 | | |
Vistra Operations Co. LLC, 3.55%, 7/15/24, Callable 6/15/24 @ 100 (b) | | | 2,500,000 | | | | 2,642,725 | | |
| | | 8,859,430 | | |
Total Corporate Bonds (Cost $136,847,130) | | | 139,882,034 | | |
Residential Mortgage-Backed Securities (1.6%) | |
Bear Stearns Alt-A Trust, Series 2003-3, Class 2A, 2.87%, 10/25/33, Callable 7/25/21 @ 100 (a) (f) | | | 297,761 | | | | 297,761 | | |
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-23, Class 2A8, 4.50%, 10/31/33 (a) | | | 2,323 | | | | 2,422 | | |
Credit Suisse First Boston Mortgage Securities Corp., Series 2004-AR7, Class 4A1, 2.60%, 11/25/34, Callable 7/25/21 @ 100 (a) (f) | | | 220,409 | | | | 220,409 | | |
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 11/25/34, Callable 7/25/21 @ 100 (a) | | | 1,070 | | | | 773 | | |
JPMorgan Mortgage Trust, Series 2004-S1, Class 1A7, 5.00%, 9/25/34, Callable 7/25/21 @ 100 (a) | | | 1,564 | | | | 1,491 | | |
JPMorgan Mortgage Trust, Series 2014-5, Class A11, 2.91%, 10/25/29, Callable 5/25/22 @ 100 (a) (b) (f) | | | 913,883 | | | | 924,774 | | |
JPMorgan Mortgage Trust, Series 2017-3, Class 2A2, 2.50%, 8/25/47, Callable 5/25/23 @ 100 (a) (b) (f) | | | 925,503 | | | | 931,560 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Principal Amount | | Value | |
Madison Park Funding Ltd., Series 2007-4A, Class AR, 1.38% (LIBOR03M+120bps), 7/29/30, Callable 7/29/21 @ 100 (a) (b) (c) | | $ | 1,750,000 | | | $ | 1,749,996 | | |
Residential Asset Securities Corp., Series 2005-KS1, Class M1, 0.77% (LIBOR01M+68bps), 2/25/35, Callable 7/25/21 @ 100 (a) (c) | | | 167,763 | | | | 167,763 | | |
Total Residential Mortgage-Backed Securities (Cost $4,282,093) | | | 4,296,949 | | |
Yankee Dollars (10.1%) | |
Communication Services (0.2%): | |
SES SA, 3.60%, 4/4/23 (b) | | | 510,000 | | | | 533,246 | | |
Consumer Discretionary (0.9%): | |
Stellantis NV, 5.25%, 4/15/23 | | | 2,211,000 | | | | 2,384,011 | | |
Consumer Staples (3.4%): | |
Barry Callebaut Services NV, 5.50%, 6/15/23 (b) | | | 2,303,000 | | | | 2,501,484 | | |
Heineken NV, 3.40%, 4/1/22 (b) | | | 1,420,000 | | | | 1,451,794 | | |
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable 1/9/23 @ 100 (a) (b) | | | 2,202,000 | | | | 2,281,448 | | |
Pernod Ricard SA, 4.25%, 7/15/22 (a) (b) | | | 767,000 | | | | 796,115 | | |
Suntory Holdings Ltd., 2.55%, 6/28/22, Callable 5/28/22 @ 100 (a) (b) | | | 2,080,000 | | | | 2,120,768 | | |
| | | 9,151,609 | | |
Energy (1.2%): | |
Canadian Natural Resources Ltd. 2.95%, 1/15/23, Callable 12/15/22 @ 100 | | | 1,170,000 | | | | 1,212,237 | | |
3.80%, 4/15/24, Callable 1/15/24 @ 100 | | | 1,201,000 | | | | 1,290,883 | | |
Ecopetrol SA, 5.88%, 9/18/23 (a) | | | 776,000 | | | | 840,470 | | |
| | | 3,343,590 | | |
Financials (2.3%): | |
Barclays Bank PLC 2/4/25 (a) | | | 300,000 | | | | 431,142 | | |
2/18/25 | | | 265,000 | | | | 302,802 | | |
Enel Finance International NV, 2.88%, 5/25/22 (a) (b) | | | 1,525,000 | | | | 1,558,748 | | |
NXP BV/NXP Funding LLC, 4.63%, 6/1/23 (b) | | | 3,470,000 | | | | 3,728,897 | | |
| | | 6,021,589 | | |
Industrials (0.7%): | |
Aercap Ireland Capital DAC/AerCap Global Aviation Trust, 1.75%, 1/30/26, Callable 12/30/25 @ 100 | | | 1,100,000 | | | | 1,087,361 | | |
Sensata Technologies BV, 4.00%, 4/15/29, Callable 4/15/24 @ 102 (b) | | | 651,000 | | | | 661,214 | | |
| | | 1,748,575 | | |
Materials (1.2%): | |
Anglo American Capital PLC, 3.63%, 9/11/24 (b) (e) | | | 2,984,000 | | | | 3,221,705 | | |
Utilities (0.2%): | |
Enel Generacion Chile SA, 4.25%, 4/15/24, Callable 1/15/24 @ 100 (e) | | | 615,000 | | | | 658,167 | | |
Total Yankee Dollars (Cost $26,826,447) | | | 27,062,492 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares or Principal Amount | | Value | |
U.S. Government Mortgage-Backed Agencies (4.7%) | |
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 – 8/1/40 (a) | | $ | 479,796 | | | $ | 545,724 | | |
5.50%, 10/25/23 (a) | | | 1,935 | | | | 2,011 | | |
Series 4207, Class JD, 1.50%, 5/15/28 (a) | | | 1,276,356 | | | | 1,291,740 | | |
7.00%, 9/1/38 (a) | | | 2,402 | | | | 2,884 | | |
Series 4320, Class AP, 3.50%, 7/15/39 (a) | | | 536,675 | | | | 571,777 | | |
Series 3713, Class PA, 2.00%, 2/15/40 – 3/15/40 (a) | | | 3,130,427 | | | | 3,200,349 | | |
Series 4444, Class CH, 3.00%, 1/15/41 (a) | | | 750,490 | | | | 761,355 | | |
Series 4049, Class AB, 2.75%, 12/15/41 (a) | | | 166,865 | | | | 169,493 | | |
| | | 6,545,333 | | |
Federal National Mortgage Association Series 2010-156, Class DY, 3.50%, 1/25/26 – 3/25/44 (a) | | | 965,547 | | | | 998,869 | | |
6.00%, 2/1/37 (a) | | | 698,976 | | | | 819,390 | | |
Series 2013-33, Class UD, 2.50%, 4/25/39 – 5/25/40 (a) | | | 560,990 | | | | 571,950 | | |
Series 2011-21, Class PA, 4.50%, 5/25/40 (a) | | | 1,172,830 | | | | 1,242,778 | | |
Series 2011-101, Class LA, 3.00%, 10/25/40 (a) | | | 201,952 | | | | 204,857 | | |
5.00%, 2/1/41 – 10/1/41 (a) | | | 1,920,562 | | | | 2,184,792 | | |
| | | 6,022,636 | | |
Total U.S. Government Mortgage-Backed Agencies (Cost $12,232,802) | | | 12,567,969 | | |
U.S. Treasury Obligations (18.7%) | |
U.S. Treasury Notes 1.50%, 8/31/21 (a) | | | 2,941,000 | | | | 2,947,893 | | |
0.38%, 3/31/22 (a) | | | 356,000 | | | | 356,779 | | |
0.13%, 4/15/22 (a) | | | 8,017,306 | | | | 8,223,572 | | |
0.13%, 6/30/22 (a) | | | 7,598,000 | | | | 7,600,078 | | |
0.13%, 7/15/23 | | | 23,403,000 | | | | 23,342,664 | | |
0.13%, 10/15/23 | | | 2,127,000 | | | | 2,117,860 | | |
0.13%, 2/15/24 | | | 5,546,000 | | | | 5,510,471 | | |
Total U.S. Treasury Obligations (Cost $49,950,959) | | | 50,099,317 | | |
Collateral for Securities Loaned^ (3.2%) | |
BlackRock Liquidity Funds TempFund, Institutional Shares, 0.04% (g) | | | 171,817 | | | | 171,817 | | |
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (g) | | | 4,653,964 | | | | 4,653,964 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (g) | | | 85,745 | | | | 85,745 | | |
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (g) | | | 683,705 | | | | 683,705 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (g) | | | 3,074,070 | | | | 3,074,070 | | |
Total Collateral for Securities Loaned (Cost $8,669,301) | | | 8,669,301 | | |
Total Investments (Cost $261,514,609) — 99.4% | | | 265,620,356 | | |
Other assets in excess of liabilities — 0.6% | | | 1,539,937 | | |
NET ASSETS — 100.00% | | $ | 267,160,293 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
^ 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 June 30, 2021, the fair value of these securities was $48,581,359 and amounted to 18.2% of net assets.
(c) Variable or Floating-Rate Security. Rate disclosed is as of June 30, 2021.
(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) 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 June 30, 2021.
(g) Rate disclosed is the daily yield on June 30, 2021.
bps — Basis points
LIBOR — London InterBank Offered Rate
LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security
LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of June 30, 2021, based on the last reset date of the security
LLC — Limited Liability Company
LP — Limited Partnership
MTN — Medium Term Note
PLC — Public Limited Company
SOFR — Secured Overnight Financing Rate
See notes to financial statements.
11
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Futures Contracts Purchased
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
Canadian Dollar Futures | | | 33 | | | 9/14/21 | | $ | 2,730,090 | | | $ | 2,660,460 | | | $ | (69,630 | ) | |
Futures Contracts Sold
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
10-Year U.S. Treasury Note Futures | | | 14 | | | 9/21/21 | | $ | 1,841,608 | | | $ | 1,855,000 | | | $ | (13,392 | ) | |
5-Year U.S. Treasury Note Futures | | | 105 | | | 9/30/21 | | | 12,977,875 | | | | 12,960,117 | | | | 17,758 | | |
Japanese Yen Futures | | | 31 | | | 9/13/21 | | | 3,526,250 | | | | 3,490,213 | | | | 36,037 | | |
Mexican Peso Currency Futures | | | 76 | | | 9/13/21 | | | 1,903,799 | | | | 1,888,600 | | | | 15,199 | | |
Ultra Long Term U.S. Treasury Bond Futures | | | 4 | | | 9/21/21 | | | 733,146 | | | | 770,750 | | | | (37,604 | ) | |
| | | | | | | | | | $ | 17,998 | | |
Total unrealized appreciation | | | | | | | | | | $ | 68,994 | | |
Total unrealized depreciation | | | | | | | | | | | (120,626 | ) | |
Total net unrealized appreciation (depreciation) | | | | | | | | | | $ | (51,632 | ) | |
Centrally Cleared
Credit Default Swap Agreements — Sell Protection (a)
Underlying Instruments | | Fixed Deal Receive Rate | | Maturity Date | | Payment Frequency | | Implied Credit Spread at June 30, 2021 (b) | | Notional Amount (c) | | Value | | Premiums Paid (Received) | | Unrealized Appreciation (Depreciation) | |
CDX North America Investment Grade Index; Series 36 | | | 1.00 | % | | 6/20/26 | | Quarterly | | | 0.48 | % | | $ | 19,000,000 | | | $ | 482,962 | | | $ | 473,765 | | | $ | 9,197 | | |
| | $ | 482,962 | | | $ | 473,765 | | | $ | 9,197 | | |
(a) When a credit event occurs as defined under the terms of the swap agreement, the Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity and take delivery of the reference entity or (ii) pay a net amount equal to the par value of the defaulted reference entity less its recovery value.
(b) Implied credit spread, represented in absolute terms, utilized in determining the value of the credit default swap agreements as of period end will serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a referenced entity reflects the cost of buying/selling protection and may include payments required to be made to enter into the agreement. Generally, wider credit spreads represent a
See notes to financial statements.
12
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
perceived deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the swap agreement.
(c) The notional amount represents the maximum potential amount the Fund could be required to pay as a seller of credit protection if a credit event occurs, as defined under the terms of the swap agreement, for each security included in the CDX North America High Yield Index.
See notes to financial statements.
13
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2021 | |
(Unaudited)
| | Victory INCORE Low Duration Bond VIP Series | |
Assets: | |
Investments, at value (Cost $261,514,609) | | $ | 265,620,356 | (a) | |
Cash | | | 6,296,505 | | |
Deposit with brokers for futures contracts | | | 784,987 | | |
Deposit with brokers for swap agreements | | | 2,096,542 | | |
Receivables: | |
Interest and dividends | | | 1,398,305 | | |
Capital shares issued | | | 78,205 | | |
Variation margin on open futures contracts | | | 30,954 | | |
Variation margin on open swap agreements | | | 746 | | |
From Adviser | | | 65,581 | | |
Prepaid expenses | | | 1,504 | | |
Total Assets | | | 276,373,685 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 8,669,301 | | |
Capital shares redeemed | | | 343,058 | | |
Variation margin on open futures contracts | | | 16,819 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 99,685 | | |
Administration fees | | | 13,608 | | |
Custodian fees | | | 2,902 | | |
Transfer agent fees | | | 34,181 | | |
Compliance fees | | | 151 | | |
Other accrued expenses | | | 33,687 | | |
Total Liabilities | | | 9,213,392 | | |
Net Assets: | |
Capital | | | 259,613,139 | | |
Total accumulated earnings/(loss) | | | 7,547,154 | | |
Net Assets | | $ | 267,160,293 | | |
Shares Outstanding (unlimited shares authorized with a par value of $0.001 per share): | | | 24,940,950 | | |
Net asset value: | | $ | 10.71 | | |
(a) Includes $8,462,504 of securities on loan.
See notes to financial statements.
14
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2021 | |
(Unaudited)
| | Victory INCORE Low Duration Bond VIP Series | |
Investment Income: | |
Dividends | | $ | 144,166 | | |
Interest | | | 2,141,230 | | |
Securities lending (net of fees) | | | 3,642 | | |
Total Income | | | 2,289,038 | | |
Expenses: | |
Investment advisory fees | | | 583,394 | | |
Administration fees | | | 72,658 | | |
Sub-Administration fees | | | 8,288 | | |
Custodian fees | | | 9,442 | | |
Transfer agent fees | | | 180,829 | | |
Trustees' fees | | | 9,405 | | |
Compliance fees | | | 965 | | |
Legal and audit fees | | | 17,820 | | |
Other expenses | | | 12,909 | | |
Total Expenses | | | 895,710 | | |
Expenses waived/reimbursed by Adviser | | | (208,322 | ) | |
Net Expenses | | | 687,388 | | |
Net Investment Income (Loss) | | | 1,601,650 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 1,378,206 | | |
Net realized gains (losses) from futures contracts | | | 266,788 | | |
Net realized gains (losses) from swap agreements | | | 296,478 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | (1,618,722 | ) | |
Net change in unrealized appreciation/depreciation on futures contracts | | | (27,540 | ) | |
Net change in unrealized appreciation/depreciation on swap agreements | | | 9,197 | | |
Net realized/unrealized gains (losses) on investments | | | 304,407 | | |
Change in net assets resulting from operations | | $ | 1,906,057 | | |
See notes to financial statements.
15
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory INCORE Low Duration Bond VIP Series | |
| | Six Months Ended June 30, 2021 (Unaudited) | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 1,601,650 | | | $ | 4,189,569 | | |
Net realized gains (losses) from investments | | | 1,941,472 | | | | 1,777,955 | | |
Net change in unrealized appreciation/depreciation on investments | | | (1,637,065 | ) | | | 4,246,404 | | |
Change in net assets resulting from operations | | | 1,906,057 | | | | 10,213,928 | | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (6,215,654 | ) | |
Change in net assets resulting from capital transactions | | | 17,208,089 | | | | (10,649,731 | ) | |
Change in net assets | | | 19,114,146 | | | | (6,651,457 | ) | |
Net Assets: | |
Beginning of period | | | 248,046,147 | | | | 254,697,604 | | |
End of period | | $ | 267,160,293 | | | $ | 248,046,147 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 37,144,659 | | | $ | 41,353,337 | | |
Distributions reinvested | | | — | | | | 6,215,654 | | |
Cost of shares redeemed | | | (19,936,570 | ) | | | (58,218,722 | ) | |
Change in net assets resulting from capital transactions | | $ | 17,208,089 | | | $ | (10,649,731 | ) | |
Share Transactions: | |
Issued | | | 3,477,877 | | | | 3,853,916 | | |
Reinvested | | | — | | | | 585,278 | | |
Redeemed | | | (1,866,761 | ) | | | (5,493,352 | ) | |
Change in Shares | | | 1,611,116 | | | | (1,054,158 | ) | |
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 INCORE Low Duration Bond VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | $ | 10.63 | | | | 0.07 | | | | 0.01 | | | | 0.08 | | | | — | | | | — | | |
Year Ended: December 31, 2020 | | $ | 10.45 | | | | 0.18 | | | | 0.27 | | | | 0.45 | | | | (0.27 | ) | | | (0.27 | ) | |
December 31, 2019 | | $ | 10.27 | | | | 0.23 | | | | 0.16 | | | | 0.39 | | | | (0.21 | ) | | | (0.21 | ) | |
December 31, 2018 | | $ | 10.22 | | | | 0.19 | | | | (0.09 | ) | | | 0.10 | | | | (0.05 | ) | | | (0.05 | ) | |
December 31, 2017 | | $ | 10.20 | | | | 0.15 | | | | 0.02 | | | | 0.17 | | | | (0.15 | ) | | | (0.15 | ) | |
December 31, 2016 | | $ | 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) 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.
(c) Not annualized for periods less than one year.
(d) 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.
(e) Annualized for periods less than one year.
(f) Amount is less than $0.005 per share.
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 Contributions from Prior Custodian, Net(b) | | Net Asset Value, End of Period | | Total Return(c)(d) | | Net Expenses(e) | | Net Investment Income (Loss)(e) | | Gross Expenses(e) | | Net Assets, End of Period (000's) | | Portfolio Turnover(c) | |
Victory INCORE Low Duration Bond VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | | — | | | $ | 10.71 | | | | 0.75 | % | | | 0.53 | % | | | 1.23 | % | | | 0.69 | % | | $ | 267,160 | | | | 53 | % | |
Year Ended: December 31, 2020 | | | — | | | $ | 10.63 | | | | 4.33 | % | | | 0.53 | % | | | 1.71 | % | | | 0.71 | % | | $ | 248,046 | | | | 88 | % | |
December 31, 2019 | | | — | | | $ | 10.45 | | | | 3.79 | % | | | 0.53 | % | | | 2.16 | % | | | 0.71 | % | | $ | 254,698 | | | | 75 | % | |
December 31, 2018 | | | — | | | $ | 10.27 | | | | 1.01 | % | | | 0.53 | % | | | 1.85 | % | | | 0.58 | % | | $ | 264,449 | | | | 55 | % | |
December 31, 2017 | | | — | | | $ | 10.22 | | | | 1.64 | % | | | 0.53 | % | | | 1.44 | % | | | 0.58 | % | | $ | 292,306 | | | | 91 | % | |
December 31, 2016 | | | — | (f) | | $ | 10.20 | | | | 2.04 | %(b) | | | 0.53 | % | | | 1.21 | % | | | 0.53 | % | | $ | 273,151 | | | | 55 | % | |
See notes to financial statements.
19
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2021 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an 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.
The accompanying financial statements are those of the INCORE Low Duration Bond VIP Series (the "Fund"), a series of the Trust. The Fund offers a single class of shares: Class I. 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 Fund is classified as diversified under the 1940 Act.
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 under Accounting Standards Codification Topic 946.
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.
Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.
Portfolio securities listed or traded on securities exchanges, including exchange-traded funds ("ETFs"), are valued at the closing price on the exchange or system where the security is principally traded, if
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.
Debt securities are valued each business day by a pricing service approved by the Board. The approved pricing service uses the evaluated bid or the last sale price to value securities. Debt obligations maturing within 60 days may be valued at amortized cost, provided that the amortized cost represents the fair value of such securities. These valuations are typically categorized as Level 2 in the fair value hierarchy.
Futures contracts are valued at the settlement price established each day by the board of trade or an exchange on which they are traded. These valuations are typically categorized as Level 1 in the fair value hierarchy.
Swap agreements are valued at the mean between the current bid and ask prices. These valuations are typically categorized as Level 2 in the fair value hierarchy.
In the event that price quotations or valuations are not readily available, investments 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. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.
A summary of the valuations as of June 30, 2021, 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 | | $ | — | | | $ | 13,262,487 | | | $ | — | | | $ | 13,262,487 | | |
Collateralized Mortgage Obligations | | | — | | | | 4,169,909 | | | | — | | | | 4,169,909 | | |
Preferred Stocks | | | 5,111,937 | | | | 497,961 | | | | — | | | | 5,609,898 | | |
Corporate Bonds | | | — | | | | 139,882,034 | | | | — | | | | 139,882,034 | | |
Residential Mortgage-Backed Securities | | | — | | | | 4,296,949 | | | | — | | | | 4,296,949 | | |
Yankee Dollars | | | — | | | | 27,062,492 | | | | — | | | | 27,062,492 | | |
U.S. Government Mortgage-Backed Agencies | | | — | | | | 12,567,969 | | | | — | | | | 12,567,969 | | |
U.S. Treasury Obligations | | | — | | | | 50,099,317 | | | | — | | | | 50,099,317 | | |
Collateral for Securities Loaned | | | 8,669,301 | | | | — | | | | — | | | | 8,669,301 | | |
Total | | $ | 13,781,238 | | | $ | 251,839,118 | | | $ | — | | | $ | 265,620,356 | | |
Other Financial Investments^: | |
Assets: | |
Futures Contracts | | $ | 68,994 | | | $ | — | | | $ | — | | | $ | 68,994 | | |
Liabilities: | |
Futures Contracts | | | (120,626 | ) | | | — | | | | — | | | | (120,626 | ) | |
Assets: | |
Credit Default Swap Agreements | | | — | | | | 9,197 | | | | — | | | | 9,197 | | |
Total | | $ | (51,632 | ) | | $ | 9,197 | | | $ | — | | | $ | (42,435 | ) | |
^ Futures Contracts and Credit Default Swap Agreements are valued at the unrealized appreciation (depreciation) on the investment.
For the six months ended June 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Securities Purchased on a Delayed-Delivery or When-Issued Basis:
The Fund may purchase securities on a delayed-delivery or when-issued basis. Delivery and payment for securities that have been purchased by the Fund on a delayed-delivery or when-issued basis or for delayed draws on loans can take place a month or more after the trade date. 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. 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.
Mortgage- and Asset-Backed Securities:
The values of some mortgage-related or asset-backed securities may be particularly sensitive to changes in prevailing interest rates. Early repayment of principal on some mortgage-related securities may expose a Fund to a lower rate of return upon reinvestment of principal. The values of mortgage- and asset-backed securities depend in part on the credit quality and adequacy of the underlying assets or collateral and may fluctuate in response to the market's perception of these factors as well as current
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
and future repayment rates. Some mortgage-backed securities are backed by the full faith and credit of the U.S. government (e.g., mortgage-backed securities issued by the Government National Mortgage Association, commonly known as "Ginnie Mae"), while other mortgage-backed securities (e.g., mortgage- backed securities issued by the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation, commonly known as "Fannie Mae" and "Freddie Mac," respectively), are backed only by the credit of the government entity issuing them. In addition, some mortgage-backed securities are issued by private entities and, as such, are not guaranteed by the U.S. government or any agency or instrumentality of the U.S. government.
Derivative Instruments:
Futures Contracts:
The Fund may enter into contracts for the future delivery of securities or foreign currencies and futures contracts based on a specific security, class of securities, foreign currency or an index, and purchase or sell options on any such futures contracts. A futures contract on a securities index is an agreement obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is presented on the Statement of Assets and Liabilities under Deposit with broker for futures contracts. As of June 30, 2021, 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 centrally cleared 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.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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 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. The collateral held by the Funds is presented on the Statement of Assets and Liabilities under Deposit with brokers for swap agreements.
The Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management during the period.
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 June 30, 2021, 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.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
| | | | 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. | | $ | 30,954 | | | $ | — | | | $ | 30,954 | | | $ | (16,819 | ) | | $ | — | | | $ | 14,135 | | |
Credit Default Swap Agreements- Goldman Sachs & Co. | | | 746 | | | | — | | | | 746 | | | | — | | | | — | | | | 746 | | |
| | | | Gross Amounts not Offset in the Statement of Assets and Liabilities | |
| | Gross Amounts of Recognized Liabilities | | Gross Amounts Available for 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. | | $ | 16,819 | | | $ | — | | | $ | 16,819 | | | $ | (16,819 | ) | | $ | — | | | $ | — | | |
* 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 summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of June 30, 2021:
| | Assets | | Liabilities | |
| | Variation Margin Receivable on Open Futures Contracts* | | Variation Margin Receivable on Open Swap Agreements* | | Variation Margin Payable on Open Futures Contracts* | | Variation Margin Payable on Open Swap Agreements* | |
Equity Risk Exposure: | | $ | 68,994 | | | $ | — | | | $ | 120,626 | | | $ | — | | |
Credit Risk Exposure: | | | — | | | | 9,197 | | | | — | | | | — | | |
* Includes cumulative appreciation/depreciation of futures contracts and credit default swap agreements as reported on the Schedule of Portfolio Investments. Only current day's variation margin for both futures contracts and credit default swap agreements are reported within the Statement of Assets and Liabilities.
The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended June 30, 2021:
| | 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 | |
Equity Risk Exposure: | | $ | 266,788 | | | $ | — | | | $ | (27,540 | ) | | $ | — | | |
Credit Risk Exposure: | | | — | | | | 296,478 | | | | — | | | | 9,197 | | |
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
All open derivative positions at period 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 period end is generally representative of the notional amount of open positions to net assets throughout the period.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is 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. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank"). 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, primarily open-end investment companies, 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 earn a return from the collateral. The Fund pays Citibank 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 a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The following table is a summary of the Fund's securities lending transactions which are subject to offset under the MSLA as of June 30, 2021. 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 Non-cash Collateral Received by Maturity | | | |
(Value of Securities on Loan) | | Cash Collateral Received* | | <30 Days | | Between 30 & 90 Days | | >90 Days | | Net Amount | |
$ | 8,462,504 | | | $ | 8,462,504 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* 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.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Federal Income Taxes:
It is the Fund's policy 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 a 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:
Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2021, were as follows for the Fund:
Excluding U.S. Government Securities | | U.S. Government Securities | |
Purchases | | Sales | | Purchases | | Sales | |
$ | 147,169,052 | | | $ | 51,151,484 | | | $ | 6,969,375 | | | $ | 80,720,928 | | |
4. Fees and Transactions with Affiliates and Related Parties:
Investment Advisory Fees:
Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.45% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended June 30, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM serves as the Fund's administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Victory Funds Complex"). The tiered rates at which VCM is paid by the Fund are shown in the table below:
| | Net Assets up to $15 billion | | Net Assets $15 billion — $30 billion | | Net Assets over $30 billion | |
| | | | | 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the six months ended June 30, 2021, 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
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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 six months ended June 30, 2021, are reflected on the Statement of Operations as Sub-Administration 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Compliance fees.
Transfer Agency 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Transfer agent fees.
Distributor/Underwriting Services:
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, and receives no fee or other compensation for these services.
Other Fees:
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statement of Operations as Custodian fees.
Sidley Austin LLP provides legal services to the Trust.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2022. 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures that 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 June 30, 2021, the expense limit (excluding voluntary waivers) is 0.53%.
Under the terms of the expense limitation agreement, amended May 1, 2021, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.
As of June 30, 2021, 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 June 30, 2021.
Expires 2021 | | Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 103,416 | | | $ | 459,668 | | | $ | 449,234 | | | $ | 208,322 | | | $ | 1,220,640 | | |
28
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. These waivers are not available for recoupment and are reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser.
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, legal counsel, and Distributor.
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.
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
29
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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:
The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex 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, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the period ended June 30, 2021, 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each Fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the renewal, the annual commitment fee of 0.15% remains unchanged and the upfront fee of 0.10% was discontinued. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.
The Fund had no borrowings under the Line of Credit agreement during the six months ended June 30, 2021.
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 in the Victory Funds Complex 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, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending fees.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2021.
7. Federal Income Tax Information:
The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid 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
30
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
regulations, which may differ from GAAP. To the extent these "book/tax" differences are permanent in nature (e.g., net operating loss and distribution 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.
The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2021.
As of the tax year ended December 31, 2020, the Fund had net capital loss carryforwards ("CLCFs") as summarized in the table below.
Short-Term | | Long-Term | | Total | |
$ | 718,674 | | | $ | 3,552,857 | | | $ | 4,271,531 | | |
31
Victory Variable Insurance Funds | | Supplemental Information June 30, 2021 | |
(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 12 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. Forms N-PORT is available on the SEC's website 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 and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2021, through June 30, 2021.
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 below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value 6/30/21 | | Actual Expenses Paid During Period 1/1/21-6/30/21* | | Hypothetical Expenses Paid During Period 1/1/21-6/30/21* | | Annualized Expense Ratio During Period 1/1/21-6/30/21 | |
$ | 1,000.00 | | | $ | 1,007.50 | | | $ | 1,022.17 | | | $ | 2.64 | | | $ | 2.66 | | | | 0.53 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
32
Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2021 | |
(Unaudited)
Liquidity Risk Management Program:
The Victory Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Victory Fund's Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.
Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.
At a meeting held on February 18, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.
33
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
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Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-ILDBVIP-SAR (6/21)
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June 30, 2021
Semi Annual Report
Victory Variable Insurance Funds
Victory 500 Index VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Funds site gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
TABLE OF CONTENTS
Investment Objective & Portfolio Holdings | | | 3 | | |
Schedule of Portfolio Investments | | | 5 | | |
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 | | |
Supplemental Information | | | 31 | | |
Proxy Voting and Portfolio Holdings Information | | | 31 | | |
Expense Example | | | 31 | | |
Liquidity Risk Management Program | | | 32 | | |
Privacy Policy (inside back cover) | | | |
1
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 vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215668_ba002.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
2
Victory Variable Insurance Funds Victory 500 Index VIP Series | | June 30, 2021 | |
(Unaudited)
Investment Objective & Portfolio Holdings:
The Fund's investment objective seeks to provide performance that matches the stocks composing the Victory US Large Cap 500 Index, before fees and expenses.
Top 10 Holdings*:
June 30, 2021
(% of Net Assets)
Apple, Inc. | | | 6.3 | % | |
Microsoft Corp. | | | 5.4 | % | |
Amazon.com, Inc. | | | 4.3 | % | |
Alphabet, Inc., Class C | | | 4.1 | % | |
Facebook, Inc., Class A | | | 2.1 | % | |
Berkshire Hathaway, Inc., Class B | | | 1.7 | % | |
Tesla, Inc. | | | 1.6 | % | |
NVIDIA Corp. | | | 1.3 | % | |
JPMorgan Chase & Co. | | | 1.3 | % | |
Johnson & Johnson | | | 1.2 | % | |
* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
Refer to the Schedule of Portfolio Investments for a complete list of securities.
3
Victory Variable Insurance Funds Victory 500 Index VIP Series | | June 30, 2021 | |
(Unaudited)
Sector Allocation*:
June 30, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215668_bc003.jpg)
* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
Refer to the Schedule of Portfolio Investments for a complete list of securities.
4
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (99.0%) | |
Communication Services (11.4%): | |
Activision Blizzard, Inc. | | | 2,282 | | | $ | 217,794 | | |
Alphabet, Inc., Class C (a) | | | 1,837 | | | | 4,604,110 | | |
Altice USA, Inc., Class A (a) | | | 225 | | | | 7,681 | | |
AT&T, Inc. | | | 22,132 | | | | 636,959 | | |
Charter Communications, Inc., Class A (a) | | | 449 | | | | 323,931 | | |
Comcast Corp., Class A (b) | | | 13,641 | | | | 777,810 | | |
Discovery, Inc., Class A (a) (b) | | | 396 | | | | 12,149 | | |
DISH Network Corp., Class A (a) | | | 688 | | | | 28,758 | | |
Electronic Arts, Inc. | | | 878 | | | | 126,283 | | |
Facebook, Inc., Class A (a) | | | 6,846 | | | | 2,380,423 | | |
Fox Corp., Class A | | | 966 | | | | 35,868 | | |
IAC/InterActiveCorp. (a) | | | 201 | | | | 30,988 | | |
Liberty Broadband Corp., Class A (a) | | | 525 | | | | 88,289 | | |
Liberty Media Corp.-Liberty SiriusXM, Class A (a) (b) | | | 865 | | | | 40,292 | | |
Live Nation Entertainment, Inc. (a) | | | 407 | | | | 35,649 | | |
Lumen Technologies, Inc. | | | 3,066 | | | | 41,667 | | |
Match Group, Inc. (a) | | | 785 | | | | 126,581 | | |
Netflix, Inc. (a) | | | 1,360 | | | | 718,366 | | |
News Corp., Class A | | | 906 | | | | 23,348 | | |
Omnicom Group, Inc. | | | 653 | | | | 52,233 | | |
Pinterest, Inc., Class A (a) | | | 291 | | | | 22,974 | | |
Sirius XM Holdings, Inc. (b) | | | 3,070 | | | | 20,078 | | |
Snap, Inc., Class A (a) | | | 3,435 | | | | 234,061 | | |
Take-Two Interactive Software, Inc. (a) | | | 351 | | | | 62,134 | | |
The Walt Disney Co. (a) | | | 5,039 | | | | 885,705 | | |
T-Mobile U.S., Inc. (a) | | | 2,319 | | | | 335,861 | | |
Twitter, Inc. (a) | | | 2,422 | | | | 166,658 | | |
Verizon Communications, Inc. | | | 12,563 | | | | 703,905 | | |
ViacomCBS, Inc., Class B | | | 1,603 | | | | 72,456 | | |
Warner Music Group Corp., Class A | | | 252 | | | | 9,082 | | |
Zillow Group, Inc., Class C (a) | | | 283 | | | | 34,588 | | |
ZoomInfo Technologies, Inc., Class A (a) | | | 153 | | | | 7,982 | | |
| | | 12,864,663 | | |
Communications Equipment (0.9%): | |
Arista Networks, Inc. (a) | | | 194 | | | | 70,288 | | |
Cisco Systems, Inc. | | | 13,063 | | | | 692,339 | | |
Motorola Solutions, Inc. | | | 520 | | | | 112,762 | | |
Palo Alto Networks, Inc. (a) (c) | | | 292 | | | | 108,347 | | |
Ubiquiti, Inc. (b) | | | 20 | | | | 6,244 | | |
| | | 989,980 | | |
Consumer Discretionary (12.1%): | |
Airbnb, Inc., Class A (a) (b) | | | 181 | | | | 27,718 | | |
Amazon.com, Inc. (a) | | | 1,415 | | | | 4,867,826 | | |
AutoZone, Inc. (a) | | | 67 | | | | 99,979 | | |
Best Buy Co., Inc. | | | 694 | | | | 79,796 | | |
Booking Holdings, Inc. (a) | | | 127 | | | | 277,887 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Burlington Stores, Inc. (a) | | | 169 | | | $ | 54,416 | | |
Caesars Entertainment, Inc. (a) | | | 497 | | | | 51,564 | | |
CarMax, Inc. (a) | | | 500 | | | | 64,575 | | |
Carnival Corp. (a) (b) | | | 2,730 | | | | 71,963 | | |
Carvana Co. (a) | | | 34 | | | | 10,262 | | |
Chewy, Inc., Class A (a) (b) | | | 163 | | | | 12,993 | | |
Chipotle Mexican Grill, Inc. (a) | | | 85 | | | | 131,779 | | |
D.R. Horton, Inc. | | | 964 | | | | 87,117 | | |
Darden Restaurants, Inc. | | | 363 | | | | 52,994 | | |
Dollar General Corp. | | | 632 | | | | 136,758 | | |
Dollar Tree, Inc. (a) | | | 719 | | | | 71,540 | | |
Domino's Pizza, Inc. | | | 104 | | | | 48,515 | | |
Doordash, Inc., Class A (a) | | | 106 | | | | 18,903 | | |
eBay, Inc. | | | 2,090 | | | | 146,739 | | |
Etsy, Inc. (a) | | | 365 | | | | 75,132 | | |
Expedia Group, Inc. (a) | | | 412 | | | | 67,449 | | |
Ford Motor Co. (a) | | | 11,982 | | | | 178,053 | | |
General Motors Co. (a) | | | 4,118 | | | | 243,662 | | |
Genuine Parts Co. | | | 443 | | | | 56,026 | | |
Hilton Worldwide Holdings, Inc. (a) | | | 800 | | | | 96,496 | | |
L Brands, Inc. | | | 801 | | | | 57,720 | | |
Las Vegas Sands Corp. (a) (c) | | | 1,346 | | | | 70,921 | | |
Lennar Corp., Class A | �� | | 808 | | | | 80,275 | | |
Lowe's Cos., Inc. | | | 2,122 | | | | 411,604 | | |
Marriott International, Inc., Class A (a) | | | 946 | | | | 129,148 | | |
McDonald's Corp. | | | 2,118 | | | | 489,237 | | |
MGM Resorts International | | | 1,408 | | | | 60,051 | | |
NIKE, Inc., Class B | | | 3,970 | | | | 613,325 | | |
NVR, Inc. (a) | | | 11 | | | | 54,706 | | |
O'Reilly Automotive, Inc. (a) | | | 216 | | | | 122,301 | | |
Peloton Interactive, Inc., Class A (a) (b) | | | 136 | | | | 16,867 | | |
Penn National Gaming, Inc. (a) | | | 408 | | | | 31,208 | | |
Pool Corp. | | | 123 | | | | 56,415 | | |
Roku, Inc. (a) | | | 65 | | | | 29,851 | | |
Ross Stores, Inc. | | | 1,012 | | | | 125,488 | | |
Royal Caribbean Cruises Ltd. (a) | | | 631 | | | | 53,812 | | |
Starbucks Corp. | | | 3,576 | | | | 399,833 | | |
Target Corp. (c) | | | 1,534 | | | | 370,829 | | |
Tesla, Inc. (a) | | | 2,577 | | | | 1,751,587 | | |
The Home Depot, Inc. | | | 3,296 | | | | 1,051,061 | | |
The TJX Cos., Inc. | | | 3,738 | | | | 252,016 | | |
Tractor Supply Co. | | | 354 | | | | 65,865 | | |
Ulta Beauty, Inc. (a) | | | 170 | | | | 58,781 | | |
VF Corp. | | | 972 | | | | 79,743 | | |
Wayfair, Inc., Class A (a) (b) | | | 146 | | | | 46,094 | | |
Wynn Resorts Ltd. (a) | | | 287 | | | | 35,100 | | |
Yum! Brands, Inc. | | | 797 | | | | 91,679 | | |
| | | 13,635,659 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Consumer Staples (5.8%): | |
Altria Group, Inc. | | | 5,314 | | | $ | 253,372 | | |
Archer-Daniels-Midland Co. | | | 1,568 | | | | 95,021 | | |
Brown-Forman Corp., Class B | | | 812 | | | | 60,851 | | |
Campbell Soup Co. | | | 672 | | | | 30,636 | | |
Church & Dwight Co., Inc. | | | 752 | | | | 64,085 | | |
Colgate-Palmolive Co. | | | 2,539 | | | | 206,548 | | |
Conagra Brands, Inc. | | | 1,378 | | | | 50,132 | | |
Constellation Brands, Inc., Class A | | | 519 | | | | 121,389 | | |
Costco Wholesale Corp. | | | 1,328 | | | | 525,450 | | |
General Mills, Inc. | | | 1,891 | | | | 115,219 | | |
Hormel Foods Corp. | | | 937 | | | | 44,742 | | |
Kellogg Co. | | | 844 | | | | 54,295 | | |
Keurig Dr Pepper, Inc. | | | 2,359 | | | | 83,131 | | |
Kimberly-Clark Corp. | | | 1,035 | | | | 138,462 | | |
McCormick & Co., Inc. | | | 610 | | | | 53,875 | | |
Mondelez International, Inc., Class A | | | 4,263 | | | | 266,182 | | |
Monster Beverage Corp. (a) | | | 1,138 | | | | 103,956 | | |
PepsiCo, Inc. | | | 4,283 | | | | 634,612 | | |
Philip Morris International, Inc. | | | 4,831 | | | | 478,800 | | |
Sysco Corp. | | | 1,552 | | | | 120,668 | | |
The Clorox Co. | | | 381 | | | | 68,546 | | |
The Coca-Cola Co. | | | 12,802 | | | | 692,716 | | |
The Estee Lauder Cos., Inc. | | | 627 | | | | 199,436 | | |
The Hershey Co. | | | 432 | | | | 75,246 | | |
The Kraft Heinz Co. | | | 2,235 | | | | 91,143 | | |
The Kroger Co. | | | 2,124 | | | | 81,370 | | |
The Procter & Gamble Co. | | | 7,429 | | | | 1,002,395 | | |
Tyson Foods, Inc., Class A | | | 762 | | | | 56,205 | | |
Walgreens Boots Alliance, Inc. | | | 2,341 | | | | 123,160 | | |
Walmart, Inc. | | | 4,774 | | | | 673,230 | | |
| | | 6,564,873 | | |
Electronic Equipment, Instruments & Components (0.5%): | |
Amphenol Corp., Class A | | | 1,696 | | | | 116,023 | | |
CDW Corp. | | | 435 | | | | 75,973 | | |
Cognex Corp. | | | 530 | | | | 44,547 | | |
Corning, Inc. | | | 2,528 | | | | 103,395 | | |
Keysight Technologies, Inc. (a) | | | 565 | | | | 87,242 | | |
Trimble, Inc. (a) | | | 753 | | | | 61,618 | | |
Zebra Technologies Corp. (a) | | | 166 | | | | 87,895 | | |
| | | 576,693 | | |
Energy (2.7%): | |
Baker Hughes Co. | | | 2,107 | | | | 48,187 | | |
Cheniere Energy, Inc. (a) | | | 786 | | | | 68,178 | | |
Chevron Corp. | | | 5,928 | | | | 620,899 | | |
ConocoPhillips | | | 4,139 | | | | 252,065 | | |
Devon Energy Corp. | | | 2,076 | | | | 60,598 | | |
EOG Resources, Inc. | | | 1,466 | | | | 122,323 | | |
Exxon Mobil Corp. | | | 12,709 | | | | 801,684 | | |
See notes to financial statements.
7
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Halliburton Co. | | | 2,555 | | | $ | 59,072 | | |
Hess Corp. | | | 795 | | | | 69,419 | | |
Kinder Morgan, Inc. | | | 6,576 | | | | 119,881 | | |
Marathon Petroleum Corp. | | | 2,002 | | | | 120,961 | | |
Occidental Petroleum Corp. | | | 2,893 | | | | 90,464 | | |
ONEOK, Inc. | | | 1,352 | | | | 75,225 | | |
Phillips 66 | | | 1,357 | | | | 116,458 | | |
Pioneer Natural Resources Co. | | | 700 | | | | 113,764 | | |
Schlumberger Ltd. | | | 4,334 | | | | 138,731 | | |
The Williams Cos., Inc. | | | 3,765 | | | | 99,961 | | |
Valero Energy Corp. | | | 1,267 | | | | 98,927 | | |
| | | 3,076,797 | | |
Financials (11.2%): | |
Aflac, Inc. | | | 2,040 | | | | 109,466 | | |
Ally Financial, Inc. | | | 1,101 | | | | 54,874 | | |
American Express Co. | | | 2,123 | | | | 350,783 | | |
American International Group, Inc. | | | 2,604 | | | | 123,950 | | |
Ameriprise Financial, Inc. | | | 359 | | | | 89,348 | | |
Arch Capital Group Ltd. (a) | | | 1,093 | | | | 42,561 | | |
Ares Management Corp., Class A | | | 626 | | | | 39,807 | | |
Arthur J. Gallagher & Co. | | | 607 | | | | 85,029 | | |
Bank of America Corp. | | | 24,605 | | | | 1,014,464 | | |
Berkshire Hathaway, Inc., Class B (a) | | | 6,780 | | | | 1,884,298 | | |
BlackRock, Inc. | | | 473 | | | | 413,861 | | |
Brown & Brown, Inc. | | | 708 | | | | 37,623 | | |
Capital One Financial Corp. | | | 1,385 | | | | 214,246 | | |
Cincinnati Financial Corp. | | | 442 | | | | 51,546 | | |
Citigroup, Inc. | | | 6,272 | | | | 443,744 | | |
Citizens Financial Group, Inc. | | | 1,306 | | | | 59,906 | | |
CME Group, Inc. | | | 879 | | | | 186,946 | | |
Discover Financial Services | | | 935 | | | | 110,601 | | |
Equitable Holdings, Inc. | | | 1,132 | | | | 34,469 | | |
Fifth Third Bancorp | | | 2,021 | | | | 77,263 | | |
First Republic Bank | | | 540 | | | | 101,072 | | |
Franklin Resources, Inc. | | | 987 | | | | 31,574 | | |
Huntington Bancshares, Inc. | | | 4,477 | | | | 63,887 | | |
Intercontinental Exchange, Inc. | | | 1,744 | | | | 207,013 | | |
JPMorgan Chase & Co. | | | 9,186 | | | | 1,428,791 | | |
KeyCorp | | | 2,755 | | | | 56,891 | | |
Loews Corp. | | | 601 | | | | 32,845 | | |
M&T Bank Corp. | | | 386 | | | | 56,090 | | |
Markel Corp. (a) | | | 40 | | | | 47,468 | | |
MarketAxess Holdings, Inc. | | | 109 | | | | 50,531 | | |
Marsh & McLennan Cos., Inc. | | | 1,543 | | | | 217,069 | | |
MetLife, Inc. | | | 2,428 | | | | 145,316 | | |
Moody's Corp. | | | 531 | | | | 192,419 | | |
Morgan Stanley | | | 4,857 | | | | 445,338 | | |
MSCI, Inc. | | | 255 | | | | 135,935 | | |
Nasdaq, Inc. | | | 343 | | | | 60,299 | | |
Northern Trust Corp. | | | 645 | | | | 74,575 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Principal Financial Group, Inc. | | | 728 | | | $ | 46,002 | | |
Prudential Financial, Inc. | | | 1,208 | | | | 123,784 | | |
Raymond James Financial, Inc. | | | 404 | | | | 52,480 | | |
Regions Financial Corp. | | | 2,948 | | | | 59,491 | | |
Rocket Cos., Inc., Class A | | | 324 | | | | 6,269 | | |
S&P Global, Inc. | | | 723 | | | | 296,755 | | |
State Street Corp. | | | 1,067 | | | | 87,793 | | |
SVB Financial Group (a) | | | 168 | | | | 93,480 | | |
Synchrony Financial | | | 1,613 | | | | 78,263 | | |
T. Rowe Price Group, Inc. | | | 696 | | | | 137,787 | | |
The Allstate Corp. | | | 928 | | | | 121,048 | | |
The Bank of New York Mellon Corp. | | | 2,632 | | | | 134,837 | | |
The Blackstone Group, Inc., Class A | | | 2,121 | | | | 206,034 | | |
The Charles Schwab Corp. | | | 5,483 | | | | 399,217 | | |
The Goldman Sachs Group, Inc. | | | 1,055 | | | | 400,404 | | |
The Hartford Financial Services Group, Inc. | | | 1,107 | | | | 68,601 | | |
The PNC Financial Services Group, Inc. | | | 1,303 | | | | 248,560 | | |
The Progressive Corp. | | | 1,814 | | | | 178,153 | | |
The Travelers Cos., Inc. | | | 681 | | | | 101,953 | | |
Tradeweb Markets, Inc., Class A | | | 136 | | | | 11,500 | | |
Truist Financial Corp. | | | 4,125 | | | | 228,938 | | |
U.S. Bancorp | | | 4,423 | | | | 251,978 | | |
Wells Fargo & Co. | | | 12,678 | | | | 574,187 | | |
| | | 12,679,412 | | |
Health Care (12.9%): | |
10X Genomics, Inc., Class A (a) | | | 36 | | | | 7,050 | | |
Abbott Laboratories | | | 5,508 | | | | 638,542 | | |
AbbVie, Inc. | | | 5,417 | | | | 610,171 | | |
ABIOMED, Inc. (a) | | | 129 | | | | 40,262 | | |
Agilent Technologies, Inc. | | | 865 | | | | 127,856 | | |
Alexion Pharmaceuticals, Inc. (a) | | | 678 | | | | 124,555 | | |
Align Technology, Inc. (a) | | | 230 | | | | 140,530 | | |
Alnylam Pharmaceuticals, Inc. (a) | | | 295 | | | | 50,008 | | |
AmerisourceBergen Corp. | | | 476 | | | | 54,497 | | |
Amgen, Inc. | | | 1,668 | | | | 406,575 | | |
Anthem, Inc. | | | 759 | | | | 289,786 | | |
Avantor, Inc. (a) | | | 1,672 | | | | 59,373 | | |
Baxter International, Inc. | | | 1,559 | | | | 125,500 | | |
Becton, Dickinson & Co. | | | 892 | | | | 216,926 | | |
Biogen, Inc. (a) | | | 408 | | | | 141,278 | | |
BioMarin Pharmaceutical, Inc. (a) | | | 429 | | | | 35,796 | | |
Bio-Rad Laboratories, Inc., Class A (a) | | | 59 | | | | 38,013 | | |
Bio-Techne Corp. | | | 117 | | | | 52,680 | | |
Boston Scientific Corp. (a) | | | 4,404 | | | | 188,315 | | |
Bristol-Myers Squibb Co. | | | 6,925 | | | | 462,729 | | |
Cardinal Health, Inc. | | | 890 | | | | 50,810 | | |
Catalent, Inc. (a) | | | 467 | | | | 50,492 | | |
Centene Corp. (a) | | | 1,787 | | | | 130,326 | | |
Cerner Corp. | | | 934 | | | | 73,001 | | |
Charles River Laboratories International, Inc. (a) | | | 151 | | | | 55,858 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Cigna Corp. | | | 1,030 | | | $ | 244,182 | | |
CVS Health Corp. | | | 3,866 | | | | 322,579 | | |
Danaher Corp. (b) | | | 2,071 | | | | 555,774 | | |
DexCom, Inc. (a) | | | 281 | | | | 119,987 | | |
Edwards Lifesciences Corp. (a) | | | 1,927 | | | | 199,579 | | |
Elanco Animal Health, Inc. (a) | | | 1,219 | | | | 42,287 | | |
Eli Lilly & Co. | | | 2,597 | | | | 596,063 | | |
Exact Sciences Corp. (a) | | | 470 | | | | 58,426 | | |
Gilead Sciences, Inc. (c) | | | 3,437 | | | | 236,672 | | |
GoodRx Holdings, Inc., Class A (a) (b) | | | 115 | | | | 4,141 | | |
Guardant Health, Inc. (a) | | | 290 | | | | 36,015 | | |
HCA Healthcare, Inc. | | | 803 | | | | 166,012 | | |
Hologic, Inc. (a) | | | 577 | | | | 38,497 | | |
Horizon Therapeutics PLC (a) | | | 653 | | | | 61,147 | | |
Humana, Inc. | | | 362 | | | | 160,265 | | |
IDEXX Laboratories, Inc. (a) | | | 262 | | | | 165,466 | | |
Illumina, Inc. (a) | | | 381 | | | | 180,293 | | |
Incyte Corp. (a) | | | 581 | | | | 48,880 | | |
Insulet Corp. (a) | | | 145 | | | | 39,804 | | |
Intuitive Surgical, Inc. (a) | | | 355 | | | | 326,472 | | |
IQVIA Holdings, Inc. (a) | | | 588 | | | | 142,484 | | |
Johnson & Johnson (c) | | | 7,905 | | | | 1,302,270 | | |
Laboratory Corp. of America Holdings (a) | | | 303 | | | | 83,583 | | |
Masimo Corp. (a) | | | 151 | | | | 36,610 | | |
McKesson Corp. | | | 490 | | | | 93,708 | | |
Merck & Co., Inc. | | | 7,849 | | | | 610,417 | | |
Mettler-Toledo International, Inc. (a) | | | 67 | | | | 92,818 | | |
Moderna, Inc. (a) | | | 1,101 | | | | 258,713 | | |
Novavax, Inc. (a) (b) | | | 210 | | | | 44,585 | | |
PerkinElmer, Inc. | | | 307 | | | | 47,404 | | |
Pfizer, Inc. | | | 17,351 | | | | 679,465 | | |
Quest Diagnostics, Inc. | | | 401 | | | | 52,920 | | |
Regeneron Pharmaceuticals, Inc. (a) | | | 209 | | | | 116,735 | | |
ResMed, Inc. | | | 418 | | | | 103,045 | | |
Royalty Pharma PLC, Class A | | | 258 | | | | 10,575 | | |
Seagen, Inc. (a) | | | 539 | | | | 85,097 | | |
Stryker Corp. | | | 1,069 | | | | 277,651 | | |
Teladoc Health, Inc. (a) (b) | | | 429 | | | | 71,338 | | |
Teleflex, Inc. | | | 128 | | | | 51,429 | | |
The Cooper Cos., Inc. | | | 140 | | | | 55,478 | | |
Thermo Fisher Scientific, Inc. | | | 1,218 | | | | 614,445 | | |
UnitedHealth Group, Inc. | | | 2,925 | | | | 1,171,287 | | |
Veeva Systems, Inc., Class A (a) | | | 319 | | | | 99,193 | | |
Vertex Pharmaceuticals, Inc. (a) | | | 735 | | | | 148,198 | | |
Viatris, Inc. | | | 3,747 | | | | 53,545 | | |
Waters Corp. (a) | | | 175 | | | | 60,482 | | |
West Pharmaceutical Services, Inc. | | | 212 | | | | 76,129 | | |
Zimmer Biomet Holdings, Inc. | | | 612 | | | | 98,422 | | |
Zoetis, Inc. | | | 1,472 | | | | 274,322 | | |
| | | 14,585,818 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Industrials (8.2%): | |
3M Co. | | | 1,797 | | | $ | 356,938 | | |
AMETEK, Inc. | | | 671 | | | | 89,579 | | |
Carrier Global Corp. | | | 2,353 | | | | 114,356 | | |
Caterpillar, Inc. | | | 1,644 | | | | 357,784 | | |
Cintas Corp. | | | 298 | | | | 113,836 | | |
Copart, Inc. (a) | | | 718 | | | | 94,654 | | |
CoStar Group, Inc. (a) (c) | | | 1,147 | | | | 94,995 | | |
CSX Corp. | | | 6,228 | | | | 199,794 | | |
Cummins, Inc. | | | 448 | | | | 109,227 | | |
Deere & Co. | | | 926 | | | | 326,609 | | |
Delta Air Lines, Inc. (a) | | | 1,858 | | | | 80,377 | | |
Dover Corp. | | | 437 | | | | 65,812 | | |
Eaton Corp. PLC | | | 1,235 | | | | 183,002 | | |
Emerson Electric Co. | | | 1,800 | | | | 173,232 | | |
Enphase Energy, Inc. (a) | | | 416 | | | | 76,390 | | |
Equifax, Inc. | | | 345 | | | | 82,631 | | |
Expeditors International of Washington, Inc. | | | 512 | | | | 64,819 | | |
Fastenal Co. | | | 1,780 | | | | 92,560 | | |
FedEx Corp. | | | 753 | | | | 224,642 | | |
Fortive Corp. | | | 1,038 | | | | 72,390 | | |
General Dynamics Corp. | | | 775 | | | | 145,901 | | |
General Electric Co. | | | 24,634 | | | | 331,574 | | |
HEICO Corp., Class A | | | 212 | | | | 26,326 | | |
Honeywell International, Inc. | | | 2,108 | | | | 462,390 | | |
IDEX Corp. | | | 230 | | | | 50,612 | | |
Illinois Tool Works, Inc. | | | 876 | | | | 195,839 | | |
Ingersoll Rand, Inc. (a) (c) | | | 1,013 | | | | 49,445 | | |
J.B. Hunt Transport Services, Inc. | | | 255 | | | | 41,552 | | |
Jacobs Engineering Group, Inc. | | | 404 | | | | 53,902 | | |
Johnson Controls International PLC | | | 2,864 | | | | 196,556 | | |
Kansas City Southern | | | 279 | | | | 79,060 | | |
L3Harris Technologies, Inc. | | | 635 | | | | 137,255 | | |
Lockheed Martin Corp. | | | 862 | | | | 326,138 | | |
Lyft, Inc., Class A (a) | | | 118 | | | | 7,137 | | |
Masco Corp. | | | 787 | | | | 46,362 | | |
Norfolk Southern Corp. | | | 776 | | | | 205,958 | | |
Northrop Grumman Corp. | | | 483 | | | | 175,537 | | |
Old Dominion Freight Line, Inc. | | | 333 | | | | 84,515 | | |
Otis Worldwide Corp. | | | 1,302 | | | | 106,465 | | |
PACCAR, Inc. | | | 1,065 | | | | 95,051 | | |
Parker-Hannifin Corp. | | | 396 | | | | 121,616 | | |
Plug Power, Inc. (a) (b) | | | 1,539 | | | | 52,618 | | |
Raytheon Technologies Corp. | | | 4,647 | | | | 396,436 | | |
Republic Services, Inc. (c) | | | 687 | | | | 75,577 | | |
Rockwell Automation, Inc. | | | 360 | | | | 102,967 | | |
Rollins, Inc. | | | 883 | | | | 30,199 | | |
Roper Technologies, Inc. | | | 302 | | | | 142,000 | | |
Southwest Airlines Co. (a) | | | 1,640 | | | | 87,068 | | |
Stanley Black & Decker, Inc. | | | 464 | | | | 95,115 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Teledyne Technologies, Inc. (a) | | | 118 | | | $ | 49,422 | | |
The Boeing Co. (a) | | | 1,813 | | | | 434,322 | | |
TransDigm Group, Inc. (a) | | | 149 | | | | 96,446 | | |
TransUnion | | | 556 | | | | 61,054 | | |
Uber Technologies, Inc. (a) | | | 5,497 | | | | 275,510 | | |
Union Pacific Corp. | | | 1,994 | | | | 438,540 | | |
United Airlines Holdings, Inc. (a) (b) | | | 971 | | | | 50,774 | | |
United Parcel Service, Inc., Class B | | | 2,102 | | | | 437,153 | | |
United Rentals, Inc. (a) | | | 224 | | | | 71,458 | | |
Verisk Analytics, Inc. | | | 502 | | | | 87,709 | | |
W.W. Grainger, Inc. | | | 155 | | | | 67,890 | | |
Waste Management, Inc. | | | 1,308 | | | | 183,264 | | |
Westinghouse Air Brake Technologies Corp. | | | 586 | | | | 48,228 | | |
Xylem, Inc. | | | 523 | | | | 62,739 | | |
| | | 9,259,307 | | |
IT Services (4.9%): | |
Affirm Holdings, Inc. (a) (b) | | | 78 | | | | 5,253 | | |
Akamai Technologies, Inc. (a) | | | 500 | | | | 58,300 | | |
Automatic Data Processing, Inc. | | | 1,319 | | | | 261,980 | | |
Broadridge Financial Solutions, Inc. | | | 356 | | | | 57,505 | | |
Cognizant Technology Solutions Corp., Class A | | | 1,600 | | | | 110,816 | | |
EPAM Systems, Inc. (a) | | | 175 | | | | 89,418 | | |
Fidelity National Information Services, Inc. | | | 1,922 | | | | 272,290 | | |
Fiserv, Inc. (a) | | | 1,784 | | | | 190,692 | | |
FleetCor Technologies, Inc. (a) | | | 199 | | | | 50,956 | | |
Gartner, Inc. (a) | | | 267 | | | | 64,667 | | |
Global Payments, Inc. | | | 819 | | | | 153,595 | | |
GoDaddy, Inc., Class A (a) | | | 203 | | | | 17,653 | | |
International Business Machines Corp. | | | 2,711 | | | | 397,406 | | |
Mastercard, Inc., Class A | | | 2,749 | | | | 1,003,632 | | |
MongoDB, Inc. (a) (b) | | | 6 | | | | 2,169 | | |
Okta, Inc. (a) | | | 117 | | | | 28,628 | | |
Paychex, Inc. | | | 988 | | | | 106,012 | | |
PayPal Holdings, Inc. (a) | | | 3,603 | | | | 1,050,202 | | |
Snowflake, Inc., Class A (a) | | | 97 | | | | 23,455 | | |
Square, Inc., Class A (a) | | | 743 | | | | 181,143 | | |
Twilio, Inc., Class A (a) | | | 231 | | | | 91,051 | | |
VeriSign, Inc. (a) | | | 327 | | | | 74,455 | | |
Visa, Inc., Class A | | | 5,466 | | | | 1,278,060 | | |
| | | 5,569,338 | | |
Materials (1.9%): | |
Air Products & Chemicals, Inc. | | | 679 | | | | 195,335 | | |
Albemarle Corp. | | | 362 | | | | 60,982 | | |
Avery Dennison Corp. | | | 228 | | | | 47,935 | | |
Ball Corp. | | | 932 | | | | 75,511 | | |
Celanese Corp. | | | 345 | | | | 52,302 | | |
Corteva, Inc. | | | 2,285 | | | | 101,340 | | |
Dow, Inc. | | | 2,267 | | | | 143,456 | | |
DuPont de Nemours, Inc. | | | 1,632 | | | | 126,333 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Eastman Chemical Co. | | | 383 | | | $ | 44,715 | | |
Ecolab, Inc. | | | 830 | | | | 170,955 | | |
FMC Corp. | | | 353 | | | | 38,195 | | |
Freeport-McMoRan, Inc. | | | 4,495 | | | | 166,809 | | |
International Flavors & Fragrances, Inc. | | | 731 | | | | 109,211 | | |
International Paper Co. | | | 1,048 | | | | 64,253 | | |
Martin Marietta Materials, Inc. | | | 179 | | | | 62,974 | | |
Newmont Corp. | | | 2,457 | | | | 155,725 | | |
Nucor Corp. | | | 781 | | | | 74,921 | | |
PPG Industries, Inc. | | | 735 | | | | 124,781 | | |
Southern Copper Corp. | | | 277 | | | | 17,817 | | |
The Sherwin-Williams Co. | | | 803 | | | | 218,777 | | |
Vulcan Materials Co. | | | 398 | | | | 69,280 | | |
| | | 2,121,607 | | |
Real Estate (2.6%): | |
Alexandria Real Estate Equities, Inc. | | | 443 | | | | 80,599 | | |
American Tower Corp. | | | 1,409 | | | | 380,627 | | |
AvalonBay Communities, Inc. | | | 456 | | | | 95,163 | | |
Boston Properties, Inc. | | | 463 | | | | 53,055 | | |
CBRE Group, Inc., Class A (a) | | | 1,030 | | | | 88,302 | | |
Crown Castle International Corp. | | | 1,340 | | | | 261,434 | | |
Digital Realty Trust, Inc. | | | 919 | | | | 138,273 | | |
Duke Realty Corp. | | | 1,224 | | | | 57,956 | | |
Equinix, Inc. | | | 292 | | | | 234,359 | | |
Equity Residential | | | 1,123 | | | | 86,471 | | |
Essex Property Trust, Inc. | | | 212 | | | | 63,602 | | |
Extra Space Storage, Inc. | | | 436 | | | | 71,426 | | |
Healthpeak Properties, Inc. | | | 1,758 | | | | 58,524 | | |
Invitation Homes, Inc. | | | 1,852 | | | | 69,061 | | |
Mid-America Apartment Communities, Inc. | | | 374 | | | | 62,989 | | |
Prologis, Inc. | | | 2,414 | | | | 288,545 | | |
Public Storage | | | 514 | | | | 154,555 | | |
Realty Income Corp. | | | 1,134 | | | | 75,683 | | |
SBA Communications Corp. | | | 357 | | | | 113,776 | | |
Simon Property Group, Inc. | | | 997 | | | | 130,089 | | |
Sun Communities, Inc. | | | 365 | | | | 62,561 | | |
Ventas, Inc. | | | 1,163 | | | | 66,407 | | |
VICI Properties, Inc. (b) | | | 1,752 | | | | 54,347 | | |
Welltower, Inc. | | | 1,362 | | | | 113,182 | | |
Weyerhaeuser Co. | | | 2,102 | | | | 72,351 | | |
| | | 2,933,337 | | |
Semiconductors & Semiconductor Equipment (5.5%): | |
Advanced Micro Devices, Inc. (a) | | | 3,766 | | | | 353,740 | | |
Analog Devices, Inc. | | | 1,119 | | | | 192,647 | | |
Applied Materials, Inc. | | | 2,845 | | | | 405,128 | | |
Broadcom, Inc. | | | 999 | | | | 476,363 | | |
Entegris, Inc. | | | 389 | | | | 47,835 | | |
Intel Corp. | | | 12,517 | | | | 702,704 | | |
KLA Corp. | | | 415 | | | | 134,547 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Lam Research Corp. | | | 414 | | | $ | 269,390 | | |
Marvell Technology, Inc. | | | 2,219 | | | | 129,434 | | |
Maxim Integrated Products, Inc. | | | 779 | | | | 82,075 | | |
Microchip Technology, Inc. | | | 785 | | | | 117,546 | | |
Micron Technology, Inc. (a) | | | 3,476 | | | | 295,391 | | |
Monolithic Power Systems, Inc. | | | 140 | | | | 52,283 | | |
NVIDIA Corp. | | | 1,890 | | | | 1,512,189 | | |
ON Semiconductor Corp. (a) | | | 1,268 | | | | 48,539 | | |
Qorvo, Inc. (a) | | | 345 | | | | 67,499 | | |
QUALCOMM, Inc. | | | 3,497 | | | | 499,826 | | |
Skyworks Solutions, Inc. | | | 506 | | | | 97,026 | | |
Teradyne, Inc. | | | 510 | | | | 68,320 | | |
Texas Instruments, Inc. | | | 2,863 | | | | 550,555 | | |
Xilinx, Inc. | | | 754 | | | | 109,059 | | |
| | | 6,212,096 | | |
Software (9.6%): | |
Adobe, Inc. (a) | | | 1,482 | | | | 867,919 | | |
ANSYS, Inc. (a) | | | 256 | | | | 88,847 | | |
Autodesk, Inc. (a) | | | 668 | | | | 194,989 | | |
Avalara, Inc. (a) | | | 261 | | | | 42,230 | | |
Bill.com Holdings, Inc. (a) | | | 206 | | | | 37,735 | | |
Cadence Design Systems, Inc. (a) | | | 853 | | | | 116,708 | | |
Ceridian HCM Holding, Inc. (a) | | | 248 | | | | 23,788 | | |
Citrix Systems, Inc. | | | 336 | | | | 39,403 | | |
Cloudflare, Inc., Class A (a) | | | 122 | | | | 12,913 | | |
Coupa Software, Inc. (a) | | | 211 | | | | 55,305 | | |
Crowdstrike Holdings, Inc., Class A (a) | | | 66 | | | | 16,586 | | |
Datadog, Inc., Class A (a) | | | 80 | | | | 8,326 | | |
DocuSign, Inc. (a) | | | 603 | | | | 168,581 | | |
Dynatrace, Inc. (a) | | | 648 | | | | 37,856 | | |
Fair Isaac Corp. (a) | | | 85 | | | | 42,728 | | |
Fortinet, Inc. (a) | | | 405 | | | | 96,467 | | |
HubSpot, Inc. (a) | | | 133 | | | | 77,502 | | |
Intuit, Inc. | | | 820 | | | | 401,939 | | |
Microsoft Corp. (c) | | | 22,609 | | | | 6,124,778 | | |
Oracle Corp. | | | 5,739 | | | | 446,724 | | |
Palantir Technologies, Inc., Class A (a) | | | 857 | | | | 22,591 | | |
Paycom Software, Inc. (a) | | | 169 | | | | 61,426 | | |
PTC, Inc. (a) | | | 316 | | | | 44,638 | | |
Qualtrics International, Inc., Class A (a) | | | 167 | | | | 6,388 | | |
RingCentral, Inc., Class A (a) | | | 227 | | | | 65,962 | | |
salesforce.com, Inc. (a) | | | 2,780 | | | | 679,071 | | |
ServiceNow, Inc. (a) (c) | | | 593 | | | | 325,883 | | |
Slack Technologies, Inc., Class A (a) | | | 881 | | | | 39,028 | | |
Splunk, Inc. (a) | | | 455 | | | | 65,784 | | |
SS&C Technologies Holdings, Inc. | | | 734 | | | | 52,892 | | |
Synopsys, Inc. (a) | | | 438 | | | | 120,796 | | |
The Trade Desk, Inc., Class A (a) | | | 931 | | | | 72,022 | | |
Tyler Technologies, Inc. (a) | | | 122 | | | | 55,189 | | |
Unity Software, Inc. (a) (b) | | | 292 | | | | 32,070 | | |
See notes to financial statements.
14
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
VMware, Inc., Class A (a) (b) | | | 246 | | | $ | 39,353 | | |
Workday, Inc., Class A (a) | | | 306 | | | | 73,054 | | |
Zendesk, Inc. (a) | | | 356 | | | | 51,385 | | |
Zoom Video Communications, Inc., Class A (a) | | | 77 | | | | 29,801 | | |
Zscaler, Inc. (a) | | | 266 | | | | 57,472 | | |
| | | 10,796,129 | | |
Technology Hardware, Storage & Peripherals (6.6%): | |
Apple, Inc. | | | 51,727 | | | | 7,084,530 | | |
Dell Technologies, Inc., Class C (a) | | | 673 | | | | 67,078 | | |
Hewlett Packard Enterprise Co. | | | 4,005 | | | | 58,393 | | |
HP, Inc. | | | 3,842 | | | | 115,990 | | |
NetApp, Inc. | | | 516 | | | | 42,219 | | |
Western Digital Corp. (a) | | | 950 | | | | 67,611 | | |
| | | 7,435,821 | | |
Utilities (2.2%): | |
Ameren Corp. | | | 725 | | | | 58,029 | | |
American Electric Power Co., Inc. (c) | | | 1,451 | | | | 122,740 | | |
American Water Works Co., Inc. | | | 563 | | | | 86,775 | | |
Avangrid, Inc. (b) | | | 177 | | | | 9,103 | | |
CMS Energy Corp. | | | 822 | | | | 48,564 | | |
Consolidated Edison, Inc. (c) | | | 1,040 | | | | 74,589 | | |
Dominion Energy, Inc. | | | 2,500 | | | | 183,925 | | |
DTE Energy Co. | | | 474 | | | | 61,430 | | |
Duke Energy Corp. (c) | | | 2,384 | | | | 235,349 | | |
Edison International | | | 1,164 | | | | 67,303 | | |
Entergy Corp. | | | 615 | | | | 61,316 | | |
Eversource Energy (c) | | | 964 | | | | 77,351 | | |
Exelon Corp. | | | 2,838 | | | | 125,752 | | |
FirstEnergy Corp. | | | 1,668 | | | | 62,066 | | |
NextEra Energy, Inc. (c) | | | 6,080 | | | | 445,542 | | |
PG&E Corp. (a) | | | 4,469 | | | | 45,450 | | |
PPL Corp. | | | 2,360 | | | | 66,009 | | |
Public Service Enterprise Group, Inc. | | | 1,450 | | | | 86,623 | | |
Sempra Energy | | | 840 | | | | 111,283 | | |
The AES Corp. | | | 1,674 | | | | 43,641 | | |
The Southern Co. (c) | | | 3,281 | | | | 198,533 | | |
WEC Energy Group, Inc. (c) | | | 885 | | | | 78,721 | | |
Xcel Energy, Inc. (c) | | | 1,422 | | | | 93,681 | | |
| | | 2,443,775 | | |
Total Common Stocks (Cost $28,361,421) | | | 111,745,305 | | |
See notes to financial statements.
15
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Collateral for Securities Loaned^ (0.8%) | |
BlackRock Liquidity Funds TempFund, Institutional Shares, 0.04% (d) | | | 17,030 | | | $ | 17,030 | | |
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (d) | | | 461,286 | | | | 461,286 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (d) | | | 8,499 | | | | 8,499 | | |
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (d) | | | 67,767 | | | | 67,767 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (d) | | | 304,692 | | | | 304,692 | | |
Total Collateral for Securities Loaned (Cost $859,274) | | | 859,274 | | |
Total Investments (Cost $29,220,695) — 99.8% | | | 112,604,579 | | |
Other assets in excess of liabilities — 0.2% | | | 170,685 | | |
NET ASSETS — 100.00% | | $ | 112,775,264 | | |
^ 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) All or a portion of this security has been segregated as collateral for derivative instruments.
(d) Rate disclosed is the daily yield on June 30, 2021.
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 | | | 9/17/21 | | $ | 1,063,793 | | | $ | 1,072,150 | | | $ | 8,357 | | |
Total unrealized appreciation | | | | | | | | | | $ | 8,357 | | |
Total unrealized depreciation | | | | | | | | | | | — | | |
Total net unrealized appreciation (depreciation) | | | | | | | | | | $ | 8,357 | | |
See notes to financial statements.
16
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2021 | |
(Unaudited)
| | Victory 500 Index VIP Series | |
Assets: | |
Investments, at value (Cost $29,220,695) | | $ | 112,604,579 | (a) | |
Cash | | | 244,734 | | |
Deposit with brokers for futures contracts | | | 162,197 | | |
Receivables: | |
Interest and dividends | | | 59,891 | | |
Investments sold | | | 724,907 | | |
Variation margin on open futures contracts | | | 1,075 | | |
From Adviser | | | 42,364 | | |
Prepaid expenses | | | 579 | | |
Total Assets | | | 113,840,326 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 859,274 | | |
Capital shares redeemed | | | 131,069 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 22,993 | | |
Administration fees | | | 5,660 | | |
Custodian fees | | | 811 | | |
Transfer agent fees | | | 10,791 | | |
Compliance fees | | | 59 | | |
Other accrued expenses | | | 34,405 | | |
Total Liabilities | | | 1,065,062 | | |
Net Assets: | |
Capital | | | 13,439,428 | | |
Total accumulated earnings/(loss) | | | 99,335,836 | | |
Net Assets | | $ | 112,775,264 | | |
Shares Outstanding (unlimited shares authorized with a par value of $0.001 per share): | | | 5,548,038 | | |
Net asset value: | | $ | 20.33 | | |
(a) Includes $838,446 of securities on loan.
See notes to financial statements.
17
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2021 | |
(Unaudited)
| | Victory 500 Index VIP Series | |
Investment Income: | |
Dividends | | $ | 746,596 | | |
Interest | | | 26 | | |
Securities lending (net of fees) | | | 585 | | |
Total Income | | | 747,207 | | |
Expenses: | |
Investment advisory fees | | | 134,145 | | |
Administration fees | | | 30,072 | | |
Sub-Administration fees | | | 8,687 | | |
Custodian fees | | | 2,740 | | |
Transfer agent fees | | | 71,825 | | |
Trustees' fees | | | 4,192 | | |
Compliance fees | | | 392 | | |
Legal and audit fees | | | 10,676 | | |
Other expenses | | | 15,608 | | |
Total Expenses | | | 278,337 | | |
Expenses waived/reimbursed by Adviser | | | (128,023 | ) | |
Net Expenses | | | 150,314 | | |
Net Investment Income (Loss) | | | 596,893 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 3,546,467 | | |
Net realized gains (losses) from futures contracts | | | 144,390 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | 10,658,837 | | |
Net change in unrealized appreciation/depreciation on futures contracts | | | (6,148 | ) | |
Net realized/unrealized gains (losses) on investments | | | 14,343,546 | | |
Change in net assets resulting from operations | | $ | 14,940,439 | | |
See notes to financial statements.
18
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory 500 Index VIP Series | |
| | Six Months Ended June 30, 2021 (Unaudited) | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 596,893 | | | $ | 1,355,585 | | |
Net realized gains (losses) from investments | | | 3,690,857 | | | | 13,297,511 | | |
Net change in unrealized appreciation/depreciation on investments | | | 10,652,689 | | | | 2,340,131 | | |
Change in net assets resulting from operations | | | 14,940,439 | | | | 16,993,227 | | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (24,831,812 | ) | |
Change in net assets resulting from capital transactions | | | (5,736,643 | ) | | | 11,270,904 | | |
Change in net assets | | | 9,203,796 | | | | 3,432,319 | | |
Net Assets: | |
Beginning of period | | | 103,571,468 | | | | 100,139,149 | | |
End of period | | $ | 112,775,264 | | | $ | 103,571,468 | | |
Capital Transactions: | |
Proceeds from shares issued | | | 2,478,611 | | | | 7,131,815 | | |
Distributions reinvested | | | — | | | | 24,831,812 | | |
Cost of shares redeemed | | | (8,215,254 | ) | | | (20,692,723 | ) | |
Change in net assets resulting from capital transactions | | | (5,736,643 | ) | | | 11,270,904 | | |
Share Transactions: | |
Issued | | | 130,197 | | | | 377,915 | | |
Reinvested | | | — | | | | 1,400,173 | | |
Redeemed | | | (430,713 | ) | | | (1,104,892 | ) | |
Change in Shares | | | (300,516 | ) | | | 673,196 | | |
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 500 Index VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | $ | 17.71 | | | | 0.10 | | | | 2.52 | | | | 2.62 | | | | — | | | | — | | | | — | | |
Year Ended: December 31, 2020 | | $ | 19.35 | | | | 0.28 | | | | 3.53 | | | | 3.81 | | | | (0.32 | ) | | | (5.13 | ) | | | (5.45 | ) | |
December 31, 2019 | | $ | 16.92 | | | | 0.34 | | | | 4.88 | | | | 5.22 | | | | (0.37 | ) | | | (2.42 | ) | | | (2.79 | ) | |
December 31, 2018 | | $ | 19.06 | | | | 0.32 | | | | (1.21 | ) | | | (0.89 | ) | | | (0.02 | ) | | | (1.23 | ) | | | (1.25 | ) | |
December 31, 2017 | | $ | 15.98 | | | | 0.30 | | | | 3.15 | | | | 3.45 | | | | (0.33 | ) | | | (0.04 | ) | | | (0.37 | ) | |
December 31, 2016 | | $ | 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) 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.
(c) Not annualized for periods less than one year.
(d) 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.
(e) Annualized for periods less than one year.
(f) Amount is less than $0.005 per share.
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 Contributions from Prior Custodian, net(b) | | Net Asset Value, End of Period | | Total Return(c)(d) | | Net Expenses(e) | | Net Investment Income (Loss)(e) | | Gross Expenses(e) | | Net Assets, End of Period (000's) | | Portfolio Turnover(c) | |
Victory 500 Index VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | | — | | | $ | 20.33 | | | | 14.79 | % | | | 0.28 | % | | | 1.11 | % | | | 0.52 | % | | $ | 112,775 | | | | 3 | % | |
Year Ended: December 31, 2020 | | | — | | | $ | 17.71 | | | | 20.13 | % | | | 0.28 | % | | | 1.46 | % | | | 0.58 | % | | $ | 103,571 | | | | 13 | % | |
December 31, 2019 | | | — | | | $ | 19.35 | | | | 31.04 | % | | | 0.28 | % | | | 1.71 | % | | | 0.52 | % | | $ | 100,139 | | | | 3 | % | |
December 31, 2018 | | | — | | | $ | 16.92 | | | | (4.65 | )% | | | 0.28 | % | | | 1.65 | % | | | 0.38 | % | | $ | 106,432 | | | | 3 | % | |
December 31, 2017 | | | — | | | $ | 19.06 | | | | 21.60 | % | | | 0.28 | % | | | 1.70 | % | | | 0.41 | % | | $ | 129,081 | | | | 3 | % | |
December 31, 2016 | | | — | (f) | | $ | 15.98 | | | | 11.75 | %(b) | | | 0.28 | % | | | 1.84 | % | | | 0.37 | % | | $ | 120,157 | | | | 4 | % | |
See notes to financial statements.
21
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2021 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an 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.
The accompanying financial statements are those of the VIF 500 Index Fund (the "Fund"), a series of the Trust. The Fund offers a single class of shares: Class I. 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 Fund is classified as diversified under the 1940 Act.
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 under Accounting Standards Codification Topic 946.
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.
Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.
Portfolio securities listed or traded on securities exchanges, including exchange-traded funds ("ETFs"), are valued at the closing price on the exchange or system where the security is principally traded, if
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
available, or at the Nasdaq Official Closing Price. If there have been no sales for that day on the exchange or system, then a security is valued at the last available bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value ("NAV"). 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.
In the event that price quotations or valuations are not readily available, investments 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. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.
A summary of the valuations as of June 30, 2021, 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 | | $ | 111,745,305 | | | $ | — | | | $ | — | | | $ | 111,745,305 | | |
Collateral for Securities Loaned | | | 859,274 | | | | — | | | | — | | | | 859,274 | | |
Total | | $ | 112,604,579 | | | $ | — | | | $ | — | | | $ | 112,604,579 | | |
Other Financial Investments^: | |
Assets: | | | | | | | | | |
Futures Contracts | | $ | 8,357 | | | $ | — | | | $ | — | | | $ | 8,357 | | |
Total | | $ | 8,357 | | | $ | — | | | $ | — | | | $ | 8,357 | | |
^ Futures Contracts are valued at the unrealized appreciation (depreciation) on the investment.
For the six months ended June 30, 2021, there were no transfers in or out of Level 3 in the 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
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
obligating either party to pay, and entitling the other party to receive, while the contract is outstanding, cash payments based on the level of a specified securities index. No physical delivery of the underlying asset is made. The Fund may enter into futures contracts in an effort to hedge against market risks. The acquisition of put and call options on futures contracts will give the Fund the right (but not the obligation), for a specified price, to sell or to purchase the underlying futures contract, upon exercise of the option, at any time during the option period. Futures transactions involve brokerage costs and require the Fund to segregate assets to cover contracts that would require it to purchase securities or currencies. A good faith margin deposit, known as initial margin, of cash or government securities with a broker or custodian is required to initiate and maintain open positions in futures contracts. Subsequent payments, known as variation margin, are made or received by the Fund based on the change in the market value of the position and are recorded as unrealized appreciation or depreciation until the contract is closed out, at which time the gain or loss is realized. The Fund may lose the expected benefit of futures transactions if interest rates, exchange rates or securities prices change in an unanticipated manner. Such unanticipated changes may also result in lower overall performance than if the Fund had not entered into any futures transactions. In addition, the value of the Fund's futures positions may not prove to be perfectly or even highly correlated with the value of its portfolio securities or foreign currencies, limiting the Fund's ability to hedge effectively against interest rate, exchange rate and/or market risk and giving rise to additional risks. There is no assurance of liquidity in the secondary market for purposes of closing out futures positions. The collateral held by the Fund is presented on the Statement of Assets and Liabilities under Deposit with broker for futures contracts. As of June 30, 2021, 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 June 30, 2021, 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. | | $ | 1,075 | | | $ | — | | | $ | 1,075 | | | $ | — | | | $ | — | | | $ | 1,075 | | |
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Summary of Derivative Instruments:
The following table summarizes the fair values of derivative instruments on the Statement of Assets and Liabilities, categorized by risk exposure, as of June 30, 2021:
| | Assets | |
| | Variation Margin Receivable on Open Futures Contracts* | |
Equity Risk Exposure: | | $ | 8,357 | | |
* Includes cumulative appreciation/depreciation of futures contracts as reported on the Schedules of Portfolio Investments. Only current day's variation margin for futures contracts are reported within the Statement of Assets and Liabilities.
The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the six months ended June 30, 2021:
| | 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: | | $ | 144,390 | | | $ | (6,148 | ) | |
All open derivative positions at period 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 period end is generally representative of the notional amount of open positions to net assets throughout the period.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date on the last business day of the reporting period. Interest income is 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. Paydown gains or losses on applicable securities, if any, are recorded as components of Interest income on the Statement of Operations.
Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank"). 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, primarily open-end investment companies, 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 earn a return from the collateral. The Fund pays Citibank various
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
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 a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The following table is a summary of the Fund's securities lending transactions which are subject to offset under the MSLA as of June 30, 2021. 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 | | Value of Cash | | Value of Non-cash Collateral Received by Maturity | | | |
Assets (Value of Securities on Loan) | | Collateral Received* | | < 30 Days | | Between 30 & 90 Days | | > 90 Days | | Net Amount | |
$ | 838,446 | | | $ | 838,446 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* 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 Fund's policy 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 a 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:
Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2021, were as follows for the Fund:
| | Excluding U.S. Government Securities | |
| | Purchases | | Sales | |
| | | | $ | 2,726,126 | | | $ | 8,939,115 | | |
There were no purchases or sales of U.S. Government Securities during the six months ended June 30, 2021.
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
4. Fees and Transactions with Affiliates and Related Parties:
Investment Advisory Fees:
Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.25% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended June 30, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM serves as the Fund's administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Victory Funds Complex"). The tiered rates at which VCM is paid by the Fund are shown in the table below:
Net Assets up to $15 billion | | Net Assets $15 billion — $30 billion | | Net Assets over $30 billion | |
| 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the six months ended June 30, 2021, 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Sub-Administration 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Compliance fees.
Transfer Agency 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Transfer agent fees.
Distributor/Underwriting Services:
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, and receives no fee or other compensation for these services.
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Other Fees:
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statement of Operations as Custodian fees.
Sidley Austin LLP provides legal services to the Trust.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2022. 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures that 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 June 30, 2021, the expense limit (excluding voluntary waivers) is 0.28%.
Under the terms of the expense limitation agreement, amended May 1, 2021, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.
As of June 30, 2021, 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 June 30, 2021.
Expires 2021 | | Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 61,709 | | | $ | 260,434 | | | $ | 277,986 | | | $ | 128,023 | | | $ | 728,152 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. These waivers are not available for recoupment and are reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser.
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, legal counsel, and Distributor.
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.
Large-Capitalization Stock Risk — The securities of large-capitalization companies may underperform the securities of smaller-capitalization companies or the market as a whole. The growth rate of larger, more established companies may lag those of smaller companies, especially during periods of economic expansion.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
Passive Investment Risk/Index Risk — The Fund is designed to track the 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.
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex 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, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the period ended June 30, 2021, 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each Fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the renewal, the annual commitment fee of 0.15% remains unchanged and the upfront fee of 0.10% was discontinued. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.
The Fund had no borrowings under the Line of Credit agreement during the six months ended June 30, 2021.
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 in the Victory Funds Complex 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, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending fees.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2021.
7. Federal Income Tax Information:
The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid 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
29
Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
(Unaudited)
nature (e.g., net operating loss and distribution 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.
The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2021.
As of the tax year ended December 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.
30
Victory Variable Insurance Funds | | Supplemental Information June 30, 2021 | |
(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 12 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. Forms N-PORT is available on the SEC's website 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 and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2021, through June 30, 2021.
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 below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value 6/30/21 | | Actual Expenses Paid During Period 1/1/21-6/30/21* | | Hypothetical Expenses Paid During Period 1/1/21-6/30/21* | | Annualized Expense Ratio During Period 1/1/21-6/30/21 | |
$ | 1,000.00 | | | $ | 1,147.90 | | | $ | 1,023.41 | | | $ | 1.49 | | | $ | 1.40 | | | | 0.28 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2021 | |
(Unaudited)
Liquidity Risk Management Program:
The Victory Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Victory Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.
Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.
At a meeting held on February 18, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.
32
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215668_za004.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SPIVIP-SAR (6/21)
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215669_aa001.jpg)
June 30, 2021
Semi Annual Report
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series
www.vcm.com
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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
Investment Objective & Portfolio Holdings | | | 3 | | |
Schedule of Portfolio Investments | | | 4 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 8 | | |
Statement of Operations | | | 9 | | |
Statements of Changes in Net Assets | | | 10 | | |
Financial Highlights | | | 12 | | |
Notes to Financial Statements | | | 14 | | |
Supplemental Information | | | 21 | | |
Proxy Voting and Portfolio Holdings Information | | | 21 | | |
Expense Example | | | 21 | | |
Liquidity Risk Management Program | | | 22 | | |
Privacy Policy (inside back cover) | | | |
1
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 vcm.com or call 800-539-3863. Read it carefully before you invest or send money.
The information in this report is based on data obtained from recognized services and sources and is believed to be reliable. Any opinions, projections, or recommendations in this report are subject to change without notice and are not intended as individual investment advice. Past investment performance of the Fund, markets or securities mentioned herein should not be considered to be indicative of future results.
• NOT FDIC INSURED • NO BANK GUARANTEE • MAY LOSE VALUE
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215669_ba003.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
2
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | June 30, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund's investment objective seeks to provide long-term capital growth.
Top 10 Holdings*:
June 30, 2021
(% of Net Assets)
Avaya Holdings Corp. | | | 3.1 | % | |
Bandwidth, Inc., Class A | | | 2.6 | % | |
Varonis Systems, Inc. | | | 2.4 | % | |
MACOM Technology Solutions Holdings, Inc. | | | 2.3 | % | |
Lattice Semiconductor Corp. | | | 2.2 | % | |
Freshpet, Inc. | | | 2.1 | % | |
Evoqua Water Technologies Corp. | | | 1.9 | % | |
Advanced Energy Industries, Inc. | | | 1.9 | % | |
Itron, Inc. | | | 1.8 | % | |
Saia, Inc. | | | 1.7 | % | |
Sector Allocation*:
June 30, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSRS/0001104659-21-109306/j21215669_bc004.jpg)
* Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.
Percentages are of the net assets of the Fund and may not equal 100%.
Refer to the Schedule of Portfolio Investments for a complete list of securities.
3
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Common Stocks (99.7%) | |
Biotechnology (14.9%): | |
Apellis Pharmaceuticals, Inc. (a) | | | 32,900 | | | $ | 2,079,280 | | |
Avidity Biosciences, Inc. (a) (b) | | | 26,770 | | | | 661,487 | | |
Beam Therapeutics, Inc. (a) | | | 12,950 | | | | 1,666,795 | | |
bluebird bio, Inc. (a) | | | 28,742 | | | | 919,169 | | |
Blueprint Medicines Corp. (a) | | | 13,766 | | | | 1,210,857 | | |
Celyad SA, ADR (a) (b) | | | 1,910 | | | | 10,028 | | |
CytomX Therapeutics, Inc. (a) | | | 75,210 | | | | 476,079 | | |
DermTech, Inc. (a) (b) | | | 16,540 | | | | 687,568 | | |
Equillium, Inc. (a) | | | 72,707 | | | | 428,244 | | |
Fate Therapeutics, Inc. (a) | | | 19,800 | | | | 1,718,442 | | |
Generation Bio Co. (a) (b) | | | 28,700 | | | | 772,030 | | |
Intellia Therapeutics, Inc. (a) | | | 8,710 | | | | 1,410,236 | | |
Jounce Therapeutics, Inc. (a) (b) | | | 10,580 | | | | 71,944 | | |
MacroGenics, Inc. (a) (b) | | | 40,920 | | | | 1,099,111 | | |
Opthea Ltd., ADR (a) | | | 36,010 | | | | 285,919 | | |
ORIC Pharmaceuticals, Inc. (a) (b) | | | 33,110 | | | | 585,716 | | |
Protagonist Therapeutics, Inc. (a) | | | 21,960 | | | | 985,565 | | |
Replimune Group, Inc. (a) | | | 23,910 | | | | 918,622 | | |
Rubius Therapeutics, Inc. (a) (b) | | | 40,840 | | | | 996,904 | | |
Scholar Rock Holding Corp. (a) (b) | | | 20,220 | | | | 584,358 | | |
SpringWorks Therapeutics, Inc. (a) | | | 21,400 | | | | 1,763,574 | | |
Twist Bioscience Corp. (a) | | | 9,410 | | | | 1,253,883 | | |
| | | 20,585,811 | | |
Communication Services (4.0%): | |
Bandwidth, Inc., Class A (a) (b) | | | 25,960 | | | | 3,580,403 | | |
EverQuote, Inc., Class A (a) | | | 27,320 | | | | 892,818 | | |
Vonage Holdings Corp. (a) | | | 73,446 | | | | 1,058,357 | | |
| | | 5,531,578 | | |
Communications Equipment (1.2%): | |
Viavi Solutions, Inc. (a) | | | 96,510 | | | | 1,704,367 | | |
Consumer Discretionary (12.1%): | |
Arco Platform Ltd., Class A (a) | | | 26,140 | | | | 801,452 | | |
Bally's Corp. (a) | | | 20,780 | | | | 1,124,406 | | |
Brinker International, Inc. (a) (b) | | | 23,320 | | | | 1,442,342 | | |
Canada Goose Holdings, Inc. (a) | | | 27,580 | | | | 1,206,349 | | |
Churchill Downs, Inc. | | | 7,570 | | | | 1,500,828 | | |
Fox Factory Holding Corp. (a) | | | 13,720 | | | | 2,135,655 | | |
Latham Group, Inc. (a) (b) | | | 12,770 | | | | 408,129 | | |
Lithia Motors, Inc., Class A | | | 3,340 | | | | 1,147,758 | | |
Meritage Homes Corp. (a) | | | 10,710 | | | | 1,007,597 | | |
Skyline Champion Corp. (a) | | | 27,800 | | | | 1,481,740 | | |
Steven Madden Ltd. | | | 36,150 | | | | 1,581,924 | | |
Wingstop, Inc. | | | 9,850 | | | | 1,552,655 | | |
YETI Holdings, Inc. (a) | | | 14,980 | | | | 1,375,464 | | |
| | | 16,766,299 | | |
See notes to financial statements.
4
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Consumer Staples (5.7%): | |
BellRing Brands, Inc., Class A (a) | | | 27,430 | | | $ | 859,656 | | |
BJ's Wholesale Club Holdings, Inc. (a) | | | 32,420 | | | | 1,542,544 | | |
Celsius Holdings, Inc. (a) | | | 7,120 | | | | 541,761 | | |
elf Beauty, Inc. (a) | | | 65,590 | | | | 1,780,113 | | |
Freshpet, Inc. (a) | | | 18,060 | | | | 2,943,057 | | |
Lancaster Colony Corp. | | | 1,120 | | | | 216,731 | | |
| | | 7,883,862 | | |
Electronic Equipment, Instruments & Components (1.8%): | |
Itron, Inc. (a) (b) | | | 24,470 | | | | 2,446,511 | | |
Financials (5.3%): | |
Green Dot Corp., Class A (a) | | | 12,560 | | | | 588,436 | | |
Open Lending Corp., Class A (a) | | | 42,590 | | | | 1,835,203 | | |
PRA Group, Inc. (a) | | | 34,100 | | | | 1,311,827 | | |
PROG Holdings, Inc. (a) | | | 34,710 | | | | 1,670,592 | | |
Walker & Dunlop, Inc. | | | 18,600 | | | | 1,941,468 | | |
| | | 7,347,526 | | |
Health Care Equipment & Supplies (4.0%): | |
CONMED Corp. | | | 5,880 | | | | 808,089 | | |
CryoPort, Inc. (a) (b) | | | 20,720 | | | | 1,307,432 | | |
Eargo, Inc. (a) | | | 25,640 | | | | 1,023,292 | | |
Nevro Corp. (a) (b) | | | 11,290 | | | | 1,871,769 | | |
Silk Road Medical, Inc. (a) (b) | | | 9,780 | | | | 468,071 | | |
| | | 5,478,653 | | |
Health Care Providers & Services (5.2%): | |
HealthEquity, Inc. (a) | | | 26,890 | | | | 2,164,107 | | |
Innovage Holding Corp. (a) (b) | | | 36,790 | | | | 783,995 | | |
LHC Group, Inc. (a) | | | 9,460 | | | | 1,894,459 | | |
LifeStance Health Group, Inc. (a) | | | 29,830 | | | | 831,064 | | |
Surgery Partners, Inc. (a) (b) | | | 23,250 | | | | 1,548,915 | | |
| | | 7,222,540 | | |
Health Care Technology (3.4%): | |
Health Catalyst, Inc. (a) (b) | | | 24,616 | | | | 1,366,434 | | |
Inspire Medical Systems, Inc. (a) | | | 9,870 | | | | 1,907,476 | | |
Omnicell, Inc. (a) | | | 9,790 | | | | 1,482,696 | | |
| | | 4,756,606 | | |
Industrials (12.9%): | |
Advanced Drainage Systems, Inc. | | | 13,510 | | | | 1,574,861 | | |
Arcosa, Inc. | | | 28,200 | | | | 1,656,468 | | |
Builders FirstSource, Inc. (a) | | | 350 | | | | 14,931 | | |
Chart Industries, Inc. (a) | | | 11,640 | | | | 1,703,165 | | |
Driven Brands Holdings, Inc. (a) | | | 14,070 | | | | 435,044 | | |
ESCO Technologies, Inc. | | | 17,600 | | | | 1,651,056 | | |
Evoqua Water Technologies Corp. (a) | | | 77,230 | | | | 2,608,829 | | |
Kornit Digital Ltd. (a) | | | 13,340 | | | | 1,658,562 | | |
Saia, Inc. (a) | | | 11,350 | | | | 2,377,712 | | |
See notes to financial statements.
5
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Simpson Manufacturing Co., Inc. | | | 13,810 | | | $ | 1,525,176 | | |
SiteOne Landscape Supply, Inc. (a) | | | 8,200 | | | | 1,387,932 | | |
The AZEK Co., Inc. (a) | | | 27,230 | | | | 1,156,186 | | |
| | | 17,749,922 | | |
IT Services (5.0%): | |
DigitalOcean Holdings, Inc. (a) (b) | | | 28,550 | | | | 1,587,094 | | |
Paymentus Holdings, Inc., Class A (a) | | | 15,580 | | | | 553,090 | | |
Repay Holdings Corp. (a) | | | 41,840 | | | | 1,005,834 | | |
Shift4 Payments, Inc., Class A (a) | | | 5,480 | | | | 513,586 | | |
Wix.com Ltd. (a) | | | 5,920 | | | | 1,718,457 | | |
WNS Holdings Ltd., ADR (a) | | | 19,686 | | | | 1,572,321 | | |
| | | 6,950,382 | | |
Life Sciences Tools & Services (1.2%): | |
NeoGenomics, Inc. (a) | | | 8,010 | | | | 361,812 | | |
NeoGenomics, Inc. PIPE (a) (c) (d) | | | 8,129 | | | | 345,157 | | |
Quanterix Corp. (a) | | | 15,910 | | | | 933,281 | | |
| | | 1,640,250 | | |
Materials (1.4%): | |
Kronos Bio, Inc. (a) (b) | | | 28,850 | | | | 690,958 | | |
Summit Materials, Inc., Class A (a) (b) | | | 35,210 | | | | 1,227,068 | | |
| | | 1,918,026 | | |
Pharmaceuticals (1.2%): | |
Compass Pathways PLC, ADR (a) | | | 20,560 | | | | 784,364 | | |
PMV Pharmaceuticals, Inc. (a) (b) | | | 24,150 | | | | 824,964 | | |
| | | 1,609,328 | | |
Semiconductors & Semiconductor Equipment (8.6%): | |
Advanced Energy Industries, Inc. (b) | | | 22,710 | | | | 2,559,644 | | |
CMC Materials, Inc. | | | 8,840 | | | | 1,332,542 | | |
Lattice Semiconductor Corp. (a) | | | 54,210 | | | | 3,045,518 | | |
MACOM Technology Solutions Holdings, Inc. (a) | | | 48,530 | | | | 3,109,802 | | |
Silicon Laboratories, Inc. (a) (b) | | | 12,020 | | | | 1,842,065 | | |
| | | 11,889,571 | | |
Software (11.8%): | |
ACI Worldwide, Inc. (a) | | | 46,900 | | | | 1,741,866 | | |
Avaya Holdings Corp. (a) (b) | | | 160,980 | | | | 4,330,362 | | |
Everbridge, Inc. (a) | | | 13,310 | | | | 1,811,225 | | |
Five9, Inc. (a) | | | 3,720 | | | | 682,211 | | |
Medallia, Inc. (a) | | | 45,160 | | | | 1,524,150 | | |
Q2 Holdings, Inc. (a) | | | 11,860 | | | | 1,216,599 | | |
Telos Corp. (a) | | | 49,020 | | | | 1,667,170 | | |
Varonis Systems, Inc. (a) | | | 56,730 | | | | 3,268,782 | | |
| | | 16,242,365 | | |
Total Common Stocks (Cost $100,806,420) | | | 137,723,597 | | |
See notes to financial statements.
6
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments — continued June 30, 2021 | |
(Unaudited)
Security Description | | Shares | | Value | |
Collateral for Securities Loaned^ (12.7%) | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Class, 0.04% (e) | | | 346,689 | | | $ | 346,689 | | |
Fidelity Investments Money Market Government Portfolio, Class I, 0.01% (e) | | | 9,390,680 | | | | 9,390,680 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Class, 0.02% (e) | | | 173,015 | | | | 173,015 | | |
JPMorgan Prime Money Market Fund, Capital Class, 0.07% (e) | | | 1,379,566 | | | | 1,379,566 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Class, 0.06% (e) | | | 6,202,799 | | | | 6,202,799 | | |
Total Collateral for Securities Loaned (Cost $17,492,749) | | | 17,492,749 | | |
Total Investments (Cost $118,299,169) — 112.4% | | | 155,216,346 | | |
Liabilities in excess of other assets — (12.4)% | | | (17,075,005 | ) | |
NET ASSETS — 100.00% | | $ | 138,141,341 | | |
^ 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) Security was fair valued based upon procedures approved by the Board of Trustees and represents 0.2% of the Fund's net assets as of June 30, 2021. (See Note 2 in the Notes to Financial Statements).
(d) The Fund's Adviser has deemed this security to be illiquid based upon procedures approved by the Board of Trustees. As of June 30, 2021, illiquid securities were 0.2% of net assets.
(e) Rate disclosed is the daily yield on June 30, 2021.
ADR — American Depositary Receipt
PIPE — Private Investment in Public Equity
PLC — Public Limited Company
See notes to financial statements.
7
Victory Variable Insurance Funds | | Statement of Assets and Liabilities June 30, 2021 | |
(Unaudited)
| | Victory RS Small Cap Growth Equity VIP Series | |
Assets: | |
Investments, at value (Cost $118,299,169) | | $ | 155,216,346 | (a) | |
Cash | | | 3,488,117 | | |
Receivables: | |
Interest and dividends | | | 13,995 | | |
Capital shares issued | | | 87,116 | | |
Investments sold | | | 3,252,817 | | |
From Adviser | | | 22,312 | | |
Prepaid expenses | | | 699 | | |
Total Assets | | | 162,081,402 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 17,492,749 | | |
Investments purchased | | | 5,925,003 | | |
Capital shares redeemed | | | 405,844 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 83,441 | | |
Administration fees | | | 6,980 | | |
Custodian fees | | | 1,384 | | |
Transfer agent fees | | | 8,212 | | |
Compliance fees | | | 67 | | |
Other accrued expenses | | | 16,381 | | |
Total Liabilities | | | 23,940,061 | | |
Net Assets: | |
Capital | | | 83,846,385 | | |
Total accumulated earnings/(loss) | | | 54,294,956 | | |
Net Assets | | $ | 138,141,341 | | |
Shares Outstanding (unlimited shares authorized with a par value of $0.001 per share): | | | 6,894,525 | | |
Net asset value: | | $ | 20.04 | | |
(a) Includes $17,054,070 of securities on loan.
See notes to financial statements.
8
Victory Variable Insurance Funds | | Statement of Operations For the Six Months Ended June 30, 2021 | |
(Unaudited)
| | Victory RS Small Cap Growth Equity VIP Series | |
Investment Income: | |
Dividends | | $ | 66,699 | | |
Interest | | | 259 | | |
Securities lending (net of fees) | | | 21,273 | | |
Total Income | | | 88,231 | | |
Expenses: | |
Investment advisory fees | | | 527,948 | | |
Administration fees | | | 39,501 | | |
Sub-Administration fees | | | 8,288 | | |
Custodian fees | | | 5,542 | | |
Transfer agent fees | | | 82,293 | | |
Trustees' fees | | | 5,279 | | |
Compliance fees | | | 518 | | |
Legal and audit fees | | | 10,565 | | |
Other expenses | | | 8,509 | | |
Total Expenses | | | 688,443 | | |
Expenses waived/reimbursed by Adviser | | | (69,075 | ) | |
Net Expenses | | | 619,368 | | |
Net Investment Income (Loss) | | | (531,137 | ) | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 10,385,552 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | (9,049,434 | ) | |
Net realized/unrealized gains on investments | | | 1,336,118 | | |
Change in net assets resulting from operations | | $ | 804,981 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS Small Cap Growth Equity VIP Series | |
| | Six Months Ended June 30, 2021 (Unaudited) | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | (531,137 | ) | | $ | (734,395 | ) | |
Net realized gains (losses) from investments | | | 10,385,552 | | | | 8,584,790 | | |
Net change in unrealized appreciation/depreciation on investments | | | (9,049,434 | ) | | | 29,908,291 | | |
Change in net assets resulting from operations | | | 804,981 | | | | 37,758,686 | | |
Change in net assets resulting from distributions to shareholders | | | — | | | | (19,457,968 | ) | |
Change in net assets resulting from capital transactions | | | (5,283,445 | ) | | | 19,206,752 | | |
Change in net assets | | | (4,478,464 | ) | | | 37,507,470 | | |
Net Assets: | |
Beginning of period | | | 142,619,805 | | | | 105,112,335 | | |
End of period | | $ | 138,141,341 | | | $ | 142,619,805 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 11,552,596 | | | $ | 22,558,627 | | |
Distributions reinvested | | | — | | | | 19,457,968 | | |
Cost of shares redeemed | | | (16,836,041 | ) | | | (22,809,843 | ) | |
Change in net assets resulting from capital transactions | | $ | (5,283,445 | ) | | $ | 19,206,752 | | |
Share Transactions: | |
Issued | | | 568,580 | | | | 1,239,679 | | |
Reinvested | | | — | | | | 992,247 | | |
Redeemed | | | (838,821 | ) | | | (1,339,193 | ) | |
Change in Shares | | | (270,241 | ) | | | 892,733 | | |
See notes to financial statements.
10
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11
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 | |
Six Months Ended June 30, 2021 (Unaudited) | | $ | 19.91 | | | | (0.08 | ) | | | 0.21 | | | | 0.13 | | | | — | | | | — | | |
Year Ended: | |
December 31, 2020 | | $ | 16.76 | | | | (0.12 | ) | | | 6.45 | | | | 6.33 | | | | (3.18 | ) | | | (3.18 | ) | |
December 31, 2019 | | $ | 15.29 | | | | (0.10 | ) | | | 5.95 | | | | 5.85 | | | | (4.38 | ) | | | (4.38 | ) | |
December 31, 2018 | | $ | 20.48 | | | | (0.10 | ) | | | (1.62 | ) | | | (1.72 | ) | | | (3.47 | ) | | | (3.47 | ) | |
December 31, 2017 | | $ | 14.82 | | | | (0.05 | ) | | | 5.71 | | | | 5.66 | | | | — | | | | — | | |
December 31, 2016 | | $ | 14.61 | | | | (0.05 | ) | | | 0.25 | | | | 0.20 | | | | — | | | | — | | |
* 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) 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.
(c) Not annualized for periods less than one year.
(d) 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.
(e) Annualized for periods less than one year.
See notes to financial statements.
12
Victory Variable Insurance Funds | | Financial Highlights — continued | |
For a Share Outstanding Throughout Each Period
| | | | Ratios to Average Net Assets | | Supplemental Data | |
| | Capital Contributions from Prior Custodian, Net(b) | | Net Asset Value, End of Period | | Total Return*(c)(d) | | Net Expenses(e) | | Net Investment Income (Loss)(e) | | Gross Expenses(e) | | Net Assets, End of Period (000's) | | Portfolio Turnover(c) | |
Victory RS Small Cap Growth Equity VIP Series | |
Six Months Ended June 30, 2021 (Unaudited) | | | — | | | $ | 20.04 | | | | 0.65 | % | | | 0.88 | % | | | (0.75 | )% | | | 0.98 | % | | $ | 138,141 | | | | 65 | % | |
Year Ended: | |
December 31, 2020 | | | — | | | $ | 19.91 | | | | 38.06 | % | | | 0.88 | % | | | (0.69 | )% | | | 1.01 | % | | $ | 142,620 | | | | 74 | % | |
December 31, 2019 | | | — | | | $ | 16.76 | | | | 38.78 | % | | | 0.88 | % | | | (0.54 | )% | | | 1.01 | % | | $ | 105,112 | | | | 90 | % | |
December 31, 2018 | | | — | | | $ | 15.29 | | | | (8.25 | )% | | | 0.88 | % | | | (0.44 | )% | | | 0.89 | % | | $ | 89,056 | | | | 76 | % | |
December 31, 2017 | | | — | | | $ | 20.48 | | | | 38.19 | % | | | 0.87 | % | | | (0.30 | )% | | | 0.87 | % | | $ | 111,470 | | | | 71 | % | |
December 31, 2016 | | | 0.01 | | | $ | 14.82 | | | | 1.44 | %(b) | | | 0.88 | % | | | (0.39 | )% | | | 0.88 | % | | $ | 97,242 | | | | 91 | % | |
See notes to financial statements.
13
Victory Variable Insurance Funds | | Notes to Financial Statements June 30, 2021 | |
(Unaudited)
1. Organization:
Victory Variable Insurance Funds (the "Trust") is organized as a Delaware statutory trust and the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an 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.
The accompanying financial statements are those of the RS Small Cap Growth Equity VIP Series (the "Fund"), a series of the Trust. The Fund offers a single class of shares: Class I. 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 Fund is classified as diversified under the 1940 Act.
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 under Accounting Standards Codification Topic 946.
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.
Victory Capital Management Inc. ("VCM" or the "Adviser") has established the Pricing and Liquidity Committee (the "Committee"), and subject to Trust's Board of Trustees' (the "Board") oversight, the Committee administers and oversees the Fund's valuation policies and procedures, which are approved by the Board.
Portfolio securities listed or traded on securities exchanges, including exchange-traded funds ("ETFs") and American Depositary Receipts ("ADRs"), 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
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
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bid quotation on the exchange or system where the security is principally traded. In each of these situations, valuations are typically categorized as Level 1 in the fair value hierarchy.
Investments in open-end investment companies are valued at net asset value ("NAV"). These valuations are typically categorized as Level 1 in the fair value hierarchy.
In the event that price quotations or valuations are not readily available, investments 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. The effect of fair value pricing is that securities may not be priced on the basis of quotations from the primary market in which they are traded and the actual price realized from the sale of a security may differ materially from the fair value price. Valuing these securities at fair value is intended to cause the Fund's NAV to be more reliable than it otherwise would be.
A summary of the valuations as of June 30, 2021, 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 | | $ | 137,378,440 | | | $ | 345,157 | | | $ | — | | | $ | 137,723,597 | | |
Collateral for Securities Loaned | | | 17,492,749 | | | | — | | | | — | | | | 17,492,749 | | |
Total | | $ | 154,871,189 | | | $ | 345,157 | | | $ | — | | | $ | 155,216,346 | | |
For the six months ended June 30, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.
Real Estate Investment Trusts ("REITs"):
The Fund may invest in REITs, which report information on the source of their distributions annually. REITs are pooled investment vehicles that invest primarily in income-producing real estate or real estate related loans or interests (such as mortgages). Certain distributions received from REITs during the year are recorded as realized gains or return of capital as estimated by the Fund or when such information becomes known.
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. Paydown gains or losses on applicable securities, if any, are recorded as components of 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 has been provided for in accordance with each investment's applicable country's tax rules and rates.
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Securities Lending:
The Trust has entered into a Master Securities Lending Agreement ("MSLA") with Citibank, N.A. ("Citibank"). 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, primarily open-end investment companies, 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 earn a return from the collateral. The Fund pays Citibank 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 a Fund under the MSLA, which permits the Fund, under certain circumstances such as an event of default, to offset amounts payable by the Fund to the same counterparty against amounts receivable from the counterparty to create a net payment due to or from the Fund.
The following table is a summary of the Fund's securities lending transactions which are subject to offset under the MSLA as of June 30, 2021. 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 Non-cash Collateral Received by Maturity | | | |
(Value of Securities on Loan) | | Cash Collateral Received* | | <30 Days | | Between 30 & 90 Days | | >90 Days | | Net Amount | |
$ | 17,054,070 | | | $ | 17,054,070 | | | $ | — | | | $ | — | | | $ | — | | | $ | — | | |
* 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 Fund's policy 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 a 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.
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3. Purchases and Sales:
Cost of purchases and proceeds from sales/maturities of securities (excluding securities maturing less than one year from acquisition) for the six months ended June 30, 2021, were as follows for the Fund:
| | Excluding U.S. Government Securities | |
| | Purchases | | Sales | |
| | | | $ | 91,278,149 | | | $ | 89,899,950 | | |
There were no purchases or sales of U.S. Government Securities during the six months ended June 30, 2021.
4. Fees and Transactions with Affiliates and Related Parties:
Investment Advisory Fees:
Investment advisory services are provided to the Fund by the Adviser, which is a New York corporation registered as an investment adviser with the Securities and Exchange Commission ("SEC"). The Adviser is an indirect wholly owned subsidiary of Victory Capital Holdings, Inc., a publicly traded Delaware corporation, and a wholly owned direct subsidiary of Victory Capital Operating, LLC. Under the terms of the Investment Advisory Agreement, the Adviser is entitled to receive fees accrued daily and paid monthly at an annualized rate of 0.75% of the Fund's average daily net assets. Amounts incurred and paid to VCM for the six months ended June 30, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM serves as the Fund's administrator and fund accountant. Under the Administration and Fund Accounting Agreement, VCM is entitled to receive fees based on a percentage of the average daily net assets of the Trust, Victory Portfolios and Victory Portfolios II (collectively, the "Victory Funds Complex"). The tiered rates at which VCM is paid by the Fund are shown in the table below:
Net Assets up to $15 billion | | Net Assets $15 billion — $30 billion | | Net Assets over $30 billion | |
| 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the six months ended June 30, 2021, 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Sub-Administration 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 six months ended June 30, 2021, are reflected on the Statement of Operations as Compliance fees.
Transfer Agency 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
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
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out-of-pocket expenses incurred in providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statement of Operations as Transfer agent fees.
Distributor/Underwriting Services:
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, and receives no fee or other compensation for these services.
Other Fees:
Citibank serves as the Fund's custodian. The Fund pays Citibank a fee for providing these services. Amounts incurred for the six months ended June 30, 2021, are reflected on the Statement of Operations as Custodian fees.
Sidley Austin LLP provides legal services to the Trust.
The Adviser has entered into an expense limitation agreement with the Fund until at least April 30, 2022. 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 in any fiscal year exceed the expense limit for the Fund. Such excess amounts will be the liability of the Adviser. Acquired fund fees and expenses, interest, taxes, brokerage commissions, other expenditures that 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 June 30, 2021, the expense limit (excluding voluntary waivers) is 0.88%.
Under the terms of the expense limitation agreement, amended May 1, 2021, the Fund has agreed to repay fees and expenses that were waived or reimbursed by the Adviser for a period of up to three years (thirty six (36) months) after the waiver or reimbursement took place, subject to the lesser of any operating expense limits in effect at the time of: (a) the original waiver or expense reimbursement; or (b) the recoupment, after giving effect to the recoupment amount. Prior to May 1, 2021, the Fund was permitted to recoup fees waived and expenses reimbursed for up to three years after the fiscal year in which the waiver or reimbursement took place, subject to the limitations above. This change did not have any effect on the amounts previously reported for recoupment.
As of June 30, 2021, 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 June 30, 2021.
Expires 2021 | | Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 5,628 | | | $ | 133,480 | | | $ | 140,421 | | | $ | 69,075 | | | $ | 348,604 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. These waivers are not available for recoupment and are reflected on the Statement of Operations as Expenses waived/reimbursed by Adviser.
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, legal counsel, and Distributor.
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.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
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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, fires 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 capitalization companies are 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.
6. Borrowing and Interfund Lending:
Line of Credit:
The Victory Funds Complex participates in a short-term demand note "Line of Credit" agreement with Citibank. The Line of Credit agreement with Citibank was renewed on June 29, 2021, with a termination date of June 27, 2022. Under the agreement with Citibank, the Victory Funds Complex 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, another series of the Victory Funds Complex, with Victory Floating Rate Fund paying the related commitment fees for that amount. The purpose of the Line of Credit is to meet temporary or emergency cash needs. For the period ended June 30, 2021, 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. For the period June 29, 2020, through April 30, 2021, under an amended Line of Credit agreement, Citibank received an annual upfront fee of 0.10% on the $300 million committed line of credit. Each Fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. Effective with the renewal, the annual commitment fee of 0.15% remains unchanged and the upfront fee of 0.10% was discontinued. Interest charged to each Fund during the period, if applicable, is reflected on the Statement of Operations under Line of credit fees.
The Fund had no borrowings under the Line of Credit agreement during the six months ended June 30, 2021.
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 in the Victory Funds Complex 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, if any, during the period is reflected on the Statement of Operations under Interfund lending fees. As a Lender, interest earned by the Fund, if any, during the period is presented on the Statement of Operations under Interfund lending fees.
The Fund did not utilize or participate in the Facility during the six months ended June 30, 2021.
7. Federal Income Tax Information:
The Fund intends to distribute any net investment income annually. Distributable net realized gains, if any, are declared and paid at least annually.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued June 30, 2021 | |
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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 distribution 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.
The tax character of current year distributions paid and the tax basis of the current components of accumulated earnings (deficit) will be determined at the end of the current tax year ending December 31, 2021.
As of the tax year ended December 31, 2020, the Fund had no capital loss carryforwards for federal income tax purposes.
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Victory Variable Insurance Funds | | Supplemental Information June 30, 2021 | |
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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 12 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. Forms N-PORT is available on the SEC's website 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 and other Fund expenses. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2021, through June 30, 2021.
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 below are meant to highlight your ongoing costs only and do not reflect any transactional costs. If these transactional costs were included, your costs would have been higher.
Beginning Account Value 1/1/21 | | Actual Ending Account Value 6/30/21 | | Hypothetical Ending Account Value 6/30/21 | | Actual Expenses Paid During Period 1/1/21-6/30/21* | | Hypothetical Expenses Paid During Period 1/1/21-6/30/21* | | Annualized Expense Ratio During Period 1/1/21-6/30/21 | |
$ | 1,000.00 | | | $ | 1,006.50 | | | $ | 1,020.43 | | | $ | 4.38 | | | $ | 4.41 | | | | 0.88 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 181/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
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Victory Variable Insurance Funds | | Supplemental Information — continued June 30, 2021 | |
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Liquidity Risk Management Program:
The Victory Funds have adopted and implemented a written liquidity risk management program (the "LRMP") as required by Rule 22e-4 under the Investment Company Act of 1940, as amended. The LRMP is reasonably designed to assess and manage the Fund's liquidity risk, taking into consideration the Fund's investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed market conditions; its short- and long-term cash flow projections; and its cash holdings and access to other liquidity management tools such as available funding sources including the Victory Funds Complex Interfund Lending Facility and Line of Credit (discussed in the Notes to Financial Statements). The Victory Funds' Board of Trustees approved the appointment of the Fund's investment adviser, Victory Capital Management Inc. ("Victory Capital"), as the administrator of the LRMP.
Victory Capital manages liquidity risks associated with the Fund's investments by monitoring, among other things, cash and cash equivalents, any use of derivatives, the concentration of investments, the appropriateness of the Fund's investment strategy, and by classifying every Fund investment as either highly liquid, moderately liquid, less liquid or illiquid on at least a monthly basis. To assist with the classification of Fund investments, Victory Capital has retained a third-party provider of liquidity evaluation services. This provider determines preliminary liquidity classifications for all portfolio holdings based upon portfolio-level data and certain assumptions provided by Victory Capital. Victory Capital reviews the preliminary liquidity classifications and, when appropriate, considers other information including input from the Fund's portfolio managers (including the portfolio managers employed by any investment sub-advisers) in determining final liquidity classifications.
At a meeting held on February 18, 2021, Victory Capital provided an oral and written report to the Trustees on the operation and effectiveness of the LRMP during the previous year. The report from Victory Capital concluded that the Fund did not experience any significant liquidity challenges during the covered period, and the Fund's LRMP is reasonably designed to assess and manage its liquidity risk. The report also concluded that the LRMP continues to operate adequately and effectively to enable Victory Capital to oversee and manage liquidity risk and ensure the Fund is able to meet redemption requests without significant dilution to the remaining investors' interest in the Fund. During the review period, the Fund's portfolio consisted primarily of highly liquid investments, which are defined as cash and any investments that the Fund reasonably expects to be converted to cash in current market conditions in three business days or less without significantly changing the market value of the investment. Therefore, the Fund has not adopted a highly liquid investment minimum. The Fund's investments were below the limitation on illiquid investments during the review period. Additionally, Victory Capital indicated that no events occurred that would require the filing of Form N-LIQUID and recommended no material changes to the LRMP.
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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-CSRS/0001104659-21-109306/j21215669_za005.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SCGEVIP-SAR (6/21)
Item 2. Code of Ethics.
Not applicable — only for annual reports.
Item 3. Audit Committee Financial Experts.
Not applicable — only for annual reports.
Item 4. Principal Accountant Fees and Services.
Not applicable — only for annual reports.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
| (a) | The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. |
| (b) | There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting. |
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Not applicable.
Item 13. Exhibits.
(a)(1) Not applicable.
(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Victory Variable Insurance Funds | |
By (Signature and Title)* | /s/ Allan Shaer | |
| Allan Shaer, Principal Financial Officer | |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ Christopher K. Dyer | |
| Christopher K. Dyer, Principal Executive Officer | |
| | |
By (Signature and Title)* | /s/ Allan Shaer | |
| Allan Shaer, Principal Financial Officer | |