UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-08979
Victory Variable Insurance Funds
(Exact name of registrant as specified in charter)
4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio | | 44144 |
(Address of principal executive offices) | | (Zip code) |
Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, OH 43219
(Name and address of agent for service)
Registrant’s telephone number, including area code: | 800-539-3863 | |
Date of fiscal year end: | December 31 | |
Date of reporting period: | December 31, 2021 | |
Item 1. Reports to Stockholders.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221582_aa001.jpg)
December 31, 2021
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 Capital website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Shareholder Letter (Unaudited) | | | 3 | | |
Manager's Commentary/Investment Overview (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 8 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 9 | | |
Schedule of Portfolio Investments | | | 10 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 17 | | |
Statement of Operations | | | 18 | | |
Statements of Changes in Net Assets | | | 19 | | |
Financial Highlights | | | 20 | | |
Notes to Financial Statements | | | 22 | | |
Report of Independent Registered Public Accounting Firm | | | 30 | | |
Supplemental Information (Unaudited) | |
Trustee and Officer Information | | | 31 | | |
Proxy Voting and Portfolio Holdings Information | | | 34 | | |
Expense Example | | | 34 | | |
Additional Federal Income Tax Information | | | 35 | | |
Advisory Contract Renewal | | | 36 | | |
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-CSR/0001104659-22-027265/j2221582_ba002.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
Another year has passed, but unfortunately the pandemic endures. Yet, looking back on the year ended 2021, it is evident that financial markets have endured as well, despite stiff headwinds — including new COVID-19 variants; disruption among global supply chains; uncomfortable inflation readings; and the fear of rising interest rates.
Through it all, the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again registered a positive annual total return (that makes it 12 out of the past 13 years). This was largely driven by a U.S. economy that bounced back quickly after what was effectively a global economic shutdown in 2020, and we witnessed robust earnings growth across many sectors thanks in no small part to continued fiscal stimulus and accommodative monetary policy. Underlying this positive performance were interesting differences among investment styles and market capitalizations. For example, growth-oriented investments outperformed value within large-caps but underperformed within both mid-caps and small-caps (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for higher interest rates next year?
There were other notable subplots to 2021. Early in the year we watched in disbelief as "meme stocks" — a few names that gained massive notoriety on social media platforms — went on stomach-churning roller coaster rides. Also, intriguing was how the biotech sector struggled mightily despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, while crypto assets captivated investors. Now we're all watching how crypto's underlying blockchain technologies might disrupt business-as-usual across industries in the years ahead. These were just a few of the highlights of the past year.
Through all the twists and turns, the S&P 500® Index registered an impressive annual total return of nearly 29% for the 12-month period ended December 31, 2021. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 59 basis points (a basis point is 1/100th of a percentage point), reflecting substantial fiscal stimuli and the U.S. Federal Reserve's (the "Fed") accommodative monetary stance (recently). At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 1.52%.
Despite the resiliency of financial markets, we fully acknowledge that the volatility and unusual events of recent years may have made investors uneasy at times. However, this simply underscores why it's important for investors to remain calm and unemotional in the face of market turmoil. A long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerance are some of the key ingredients for staying the course and progressing on your investment goals.
Of course, no one knows for certain what 2022 will bring. We are already facing a potential end to the Fed's accommodative monetary policies and the various forms of fiscal stimuli that helped revive the economy from the depths of the pandemic-induced market downturn. By all accounts, the Fed appears ready to raise short-term
3
interest rates, perhaps as early as the end of the first quarter, though any move will certainly be data dependent, and some are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. There will likely be new headwinds, some yet to be identified.
Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at our investment franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.
On the following pages, you will find information relating to your Victory Funds investment, brought to you by Victory Capital. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863 or visit our website at www.vcm.com.
From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221582_ba003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory Sophus Emerging Markets VIP Series
Manager's Commentary
(Unaudited)
What were the market conditions during the reporting period?
Emerging markets, as measured by the MSCI Emerging Markets Index (the "Index"), underperformed developed markets significantly in 2021, returning 2.54%, versus the S&P 500® Index, which returned 28.71% and the MSCI World Index, which returned 21.82%. The Index rallied sharply at the beginning of 2021. Multiple vaccines had been developed and distributed, protocols were being published, and the markets looked forward to a rapid resumption of normality. Emerging markets outperformed developed markets for the first two months of the year; and although they started to lag developed markets after that, they continued to trend higher until mid-year when the spread of COVID-19 variants, first Delta and then Omicron, weighed on emerging markets for the rest of the year. The cost of the pandemic, in particular for poorer nations, loomed large. Insufficient health care, low unemployment benefits, and poor labor rights, would impact lesser developed economies more. On a positive note, certain countries, such as Mexico, benefited from the supply chain constraints. Other countries and markets gained from the rising price of energy and commodities. The one market that suffered throughout the bulk of the year was China, whipsawed by internal issues around reform, slowing growth, fears of social inequity, and tensions with the United States.
Latin America was the worst-performing region in emerging markets in 2021, falling 8.1%. The pandemic, politics, and a volatile year of growth and policymaking led to sharp underperformance in Brazil, Peru, and Chile, each down around 20% for the year, and Colombia, down 13.8%. Mexico was an outlier, rising 22.5% during 2021. Politics played a significant role in the region during 2021. In Brazil, President Bolsonaro handled the pandemic quite poorly, overseeing a very weak response to the ravages of COVID-19. Bolsonaro faces an election in 2022 and is pursuing an aggressive fiscal spending plan to regain popularity, despite very stretched government finances. Chile voted to rewrite its constitution and elected a left-leaning constitutional assembly in a heated environment. The country also faced a presidential election at the end of the year, which again was hard fought between the right and the left. Colombia will face presidential elections in 2022, along with Brazil, which will likely bring potential volatility. In addition to politics, Latin America is a large commodities exporter and suffered from volatility in metals and energy prices, especially as the COVID-19 Delta and Omicron variants spread throughout the global economy. Latin American currencies suffered as a result, with the Argentine peso, the Chilean peso, and the Colombian peso each down around 20% in 2021, and the Brazilian real down 7%. This has furthered fueled inflation in the region, which will weigh on the outlook as overall growth slows down.
Eastern Europe, Middle East, and Africa ("EEMEA") was the best-performing region in 2021, up 18.0%, well above Asia, which was down 5.1%, and Latin America, which was down 8.1%. Most markets in EEMEA did well in 2021, supported by strong energy prices helping markets such as Saudi Arabia, the UAE, Qatar, Kuwait, and Russia. Turkey was the only EEMEA country in negative territory for the year, down 28.4%, and was sharply lower in the fourth quarter of 2021, down 11.2%. Turkey's remarkably unstable monetary policy in a rising inflationary environment resulted in a 50% collapse of the lira during the fourth quarter of 2021.
5
Victory Variable Insurance Funds
Victory Sophus Emerging Markets VIP Series (continued)
Manager's Commentary (continued)
China was the worst-performing market in Asia in 2021, falling 21.7% after a very positive year in 2020, when it rose by 29.5%. Interestingly, the domestic stock market (A share) outperformed significantly, with the Shanghai Composite Index closing the year up 7.1% (9.9% in U.S. dollar terms). During 2021, China prioritized their Common Prosperity agenda to address several long-term structural concerns such as high living and social costs, low birth rate, environmental problems, and income inequality. The Chinese government maintained their strong commitment to addressing these social issues despite navigating a volatile period dealing with COVID-19 and continuing tension with the United States, which weighed on the market. The Chinese economy had also been slowing steadily all year, further disrupted by floods, with consumption, industrial production, and investment remaining weak. Exports, on the other hand, were strong, driven by global demand as countries exited lockdowns. China's supply chain maintained its competitiveness and remained largely undisrupted by COVID-19. The positive trade surplus and consistent bond inflows helped the renminbi rise 2.2% against a strong U.S. dollar. The Taiwanese stock market continued to do well during the fourth quarter of 2021, up 8.4%, benefiting from the semi-conductor chip shortage, which led to a tight supply situation, suggesting that the earnings peak should be higher and the cycle more elongated than street estimates. During 2021, the Taiwan market rose 26.1%. India was flat in the fourth quarter of 2021 but was the best-performing market in Asia in 2021, up 26.2%. The Indian economy has survived the pandemic, unusually high rainfalls and higher inflation, in part thanks to an accommodative stance by the Reserve Bank of India. An attractive mid- to longer-term outlook continues to support valuations.
How did Victory Sophus Emerging Markets VIP Series (the "Fund") perform during the reporting period?
The Fund returned -4.42% for the fiscal year ended December 31, 2021, underperforming the Index, which returned -2.54% during the reporting period.
What strategies did you employ during the reporting period?
We employ a disciplined, bottom-up approach utilizing both quantitative and fundamental processes to invest in businesses that we believe have superior and sustainable earnings growth at attractive valuations, with revisions as the catalyst. By investing in companies with these characteristics, coupled with our risk-managed approach, we seek to provide a more consistent return pattern over time.
2021 was a tale of two halves. The Fund outperformed the Index by over 300 basis points (a basis point is 1/100th of a percentage point) during the first half of the year. During this period, Industrials was the biggest contributor to performance, benefiting mainly from exposure to shipping and marine companies. We also had positive contribution from the Real Estate sector in China, as well as the Materials sector, benefiting from rising commodity prices. On the other hand, an early tilt into Semi Conductors was not rewarded until the second half of the year, when that sector outperformed. During the second half of the year the Fund gave back the excess returns it generated in the first half of the year. The exposure to cyclical stocks in Industrials, in particular to machinery and construction and engineering companies, negatively impacted the Fund on concerns over global growth prospects slowing down, given the spread of COVID-19 variants around the world. Stock selection in Consumer Staples, Technology, and Materials also contributed negatively. For the year as a whole, the
6
Victory Variable Insurance Funds
Victory Sophus Emerging Markets VIP Series (continued)
Manager's Commentary (continued)
portfolio suffered in Brazil, which underperformed the Index significantly due to the poor handling of the pandemic fiscal concerns, political uncertainty ahead of elections in 2022, and a slowing economy. Underweight positions and poor stock selection in Taiwan and India, which outperformed Index strongly, also negatively impacted the Fund. On the contrary, stock selection in China, South Africa, and Korea benefited performance for the year. From a factor perspective, momentum and value were the best-performing factors for the year, while volatility, growth, and quality underperformed. Volatility, in particular, negatively impacted the Fund during the second half of the year.
7
Victory Variable Insurance Funds
Victory Sophus Emerging Markets VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2021
| | Class I | | | |
INCEPTION DATE | | 10/17/94 | | | |
| | Net Asset Value | | MSCI Emerging Markets Index1 | |
One Year | | | –4.42 | % | | | –2.54 | % | |
Five Year | | | 9.62 | % | | | 9.87 | % | |
Ten Year | | | 4.99 | % | | | 5.49 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower. 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.
Victory Sophus Emerging Markets VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221582_bc004.jpg)
1The unmanaged MSCI Emerging Markets Index is a free-float-adjusted market capitalization index designed to measure equity market performance in the global emerging markets. The index reflects the reinvestment of dividends paid on the stocks constituting the index net of withholding taxes. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.
Past performance is not indicative of future results.
8
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | December 31, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund seeks to provide long-term capital appreciation.
Top 10 Holdings*:
December 31, 2021
(% of Net Assets)
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 7.8 | % | |
Samsung Electronics Co. Ltd. | | | 5.1 | % | |
Tencent Holdings Ltd. | | | 4.4 | % | |
Infosys Ltd. | | | 2.7 | % | |
Alibaba Group Holding Ltd. | | | 2.5 | % | |
China Merchants Bank Co. Ltd. | | | 1.5 | % | |
MediaTek, Inc. | | | 1.5 | % | |
Sberbank of Russia PJSC | | | 1.5 | % | |
Gazprom PJSC | | | 1.4 | % | |
JD.com, Inc. | | | 1.4 | % | |
Sector Allocation*:
December 31, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221582_bc005.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.
9
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments December 31, 2021 | |
Security Description | | Shares | | Value | |
Common Stocks (98.9%) | |
Brazil (3.5%): | |
Consumer Discretionary (0.9%): | |
Vibra Energia SA | | | 92,000 | | | $ | 352,815 | | |
Consumer Staples (0.9%): | |
Sendas Distribuidora SA | | | 66,453 | | | | 155,034 | | |
SLC Agricola SA | | | 23,500 | | | | 190,053 | | |
| | | 345,087 | | |
Financials (0.6%): | |
Itau Unibanco Holding SA, ADR | | | 58,165 | | | | 218,119 | | |
Industrials (0.7%): | |
Randon SA Implementos e Participacoes, Preference Shares | | | 77,800 | | | | 151,169 | | |
SIMPAR SA | | | 60,172 | | | | 125,453 | | |
| | | 276,622 | | |
Materials (0.4%): | |
Dexco SA | | | 51,602 | | | | 137,983 | | |
| | | 1,330,626 | | |
Canada (0.7%): | |
Energy (0.7%): | |
Parex Resources, Inc. | | | 16,197 | | | | 276,737 | | |
Chile (0.0%): (a) | |
Financials (0.0%): | |
Banco de Credito e Inversiones SA | | | 1 | | | | 29 | | |
China (26.0%): | |
Communication Services (6.5%): | |
Baidu, Inc., ADR (b) | | | 2,197 | | | | 326,891 | | |
NetEase, Inc., ADR | | | 4,583 | | | | 466,458 | | |
Tencent Holdings Ltd. | | | 28,830 | | | | 1,682,317 | | |
| | | 2,475,666 | | |
Consumer Discretionary (6.4%): | |
Alibaba Group Holding Ltd., ADR (b) | | | 8,083 | | | | 960,179 | | |
BYD Co. Ltd., Class H | | | 6,500 | | | | 219,865 | | |
Fuyao Glass Industry Group Co. Ltd., Class H (c) | | | 33,200 | | | | 171,700 | | |
JD.com, Inc., ADR (b) | | | 7,451 | | | | 522,092 | | |
Jiumaojiu International Holdings Ltd. (c) | | | 66,000 | | | | 116,060 | | |
Meituan, Class B (b) (c) | | | 10,200 | | | | 294,968 | | |
Topsports International Holdings Ltd. (c) | | | 156,000 | | | | 158,007 | | |
| | | 2,442,871 | | |
Consumer Staples (1.2%): | |
Chacha Food Co. Ltd., Class A | | | 22,500 | | | | 216,434 | | |
Inner Mongolia Yili Industrial Group Co. Ltd., Class A | | | 36,800 | | | | 239,550 | | |
| | | 455,984 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Financials (2.5%): | |
China Merchants Bank Co. Ltd., Class H | | | 75,500 | | | $ | 587,377 | | |
Postal Savings Bank of China Co. Ltd., Class H (c) | | | 539,000 | | | | 378,524 | | |
| | | 965,901 | | |
Health Care (2.3%): | |
Hygeia Healthcare Holdings Co. Ltd. (c) (d) | | | 27,000 | | | | 169,115 | | |
Pharmaron Beijing Co. Ltd., Class H (c) | | | 11,200 | | | | 172,964 | | |
Shenzhen Mindray Bio-Medical Electronics Co. Ltd., Class A | | | 3,700 | | | | 221,149 | | |
Wuxi Biologics Cayman, Inc. (b) (c) | | | 26,395 | | | | 312,498 | | |
| | | 875,726 | | |
Industrials (1.8%): | |
China Railway Group Ltd., Class H | | | 579,000 | | | | 306,391 | | |
Xinte Energy Co. Ltd., Class H | | | 83,600 | | | | 155,169 | | |
Zhefu Holding Group Co. Ltd., Class A | | | 199,600 | | | | 222,962 | | |
| | | 684,522 | | |
Information Technology (2.8%): | |
Chinasoft International Ltd. | | | 256,000 | | | | 333,846 | | |
Luxshare Precision Industry Co. Ltd., Class A | | | 30,900 | | | | 238,684 | | |
WUS Printed Circuit Kunshan Co. Ltd., Class A | | | 113,020 | | | | 294,365 | | |
Yonyou Network Technology Co. Ltd., Class A | | | 35,800 | | | | 201,583 | | |
| | | 1,068,478 | | |
Materials (1.6%): | |
China Hongqiao Group Ltd. | | | 240,000 | | | | 253,677 | | |
Wanhua Chemical Group Co. Ltd., Class A | | | 21,600 | | | | 342,195 | | |
| | | 595,872 | | |
Utilities (0.9%): | |
China Longyuan Power Group Corp. Ltd., Class H | | | 140,000 | | | | 327,025 | | |
| | | 9,892,045 | | |
Greece (1.2%): | |
Financials (0.6%): | |
National Bank of Greece SA (b) | | | 74,547 | | | | 248,689 | | |
Industrials (0.6%): | |
Mytilineos SA | | | 12,734 | | | | 219,359 | | |
| | | 468,048 | | |
Hong Kong (3.8%): | |
Consumer Discretionary (1.0%): | |
Bosideng International Holdings Ltd. | | | 362,000 | | | | 228,068 | | |
JS Global Lifestyle Co. Ltd. (c) | | | 81,500 | | | | 137,244 | | |
| | | 365,312 | | |
Financials (0.9%): | |
BOC Hong Kong Holdings Ltd. | | | 98,000 | | | | 321,402 | | |
Industrials (0.5%): | |
Pacific Basin Shipping Ltd. | | | 531,000 | | | | 195,208 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Information Technology (0.5%): | |
ASM Pacific Technology Ltd. | | | 19,100 | | | $ | 206,416 | | |
Real Estate (0.9%): | |
China Resources Land Ltd. (d) | | | 84,000 | | | | 353,954 | | |
| | | 1,442,292 | | |
India (10.3%): | |
Consumer Discretionary (0.8%): | |
Balkrishna Industries Ltd. | | | 9,877 | | | | 307,861 | | |
Energy (1.0%): | |
Hindustan Petroleum Corp. Ltd. | | | 93,647 | | | | 367,358 | | |
Financials (1.4%): | |
Cholamandalam Investment & Finance Co. Ltd. | | | 39,091 | | | | 272,658 | | |
UTI Asset Management Co. Ltd. | | | 18,408 | | | | 260,352 | | |
| | | 533,010 | | |
Health Care (1.5%): | |
Apollo Hospitals Enterprise Ltd. | | | 4,735 | | | | 318,750 | | |
Dr Reddy's Laboratories Ltd. | | | 3,801 | | | | 250,486 | | |
| | | 569,236 | | |
Industrials (1.0%): | |
Larsen & Toubro Ltd. | | | 15,436 | | | | 392,105 | | |
Information Technology (3.3%): | |
Infosys Ltd., ADR | | | 40,945 | | | | 1,036,318 | | |
WNS Holdings Ltd., ADR (b) | | | 2,309 | | | | 203,700 | | |
| | | 1,240,018 | | |
Materials (1.3%): | |
Dalmia Bharat Ltd. | | | 9,819 | | | | 243,394 | | |
Tata Steel Ltd. | | | 17,774 | | | | 264,318 | | |
| | | 507,712 | | |
| | | 3,917,300 | | |
Indonesia (1.2%): | |
Communication Services (0.7%): | |
PT Telkom Indonesia Persero Tbk | | | 954,400 | | | | 272,435 | | |
Financials (0.5%): | |
PT Bank Mandiri Persero Tbk | | | 387,700 | | | | 191,472 | | |
| | | 463,907 | | |
Isle of Man (0.0%): (a) | |
Real Estate (0.0%): | |
NEPI Rockcastle PLC | | | 1 | | | | 7 | | |
Korea, Republic Of (16.2%): | |
Communication Services (1.4%): | |
JYP Entertainment Corp. | | | 5,774 | | | | 245,706 | | |
LG Uplus Corp. | | | 26,415 | | | | 301,442 | | |
| | | 547,148 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Consumer Discretionary (1.3%): | |
Hanon Systems | | | 21,875 | | | $ | 247,397 | | |
Shinsegae, Inc. | | | 1,124 | | | | 239,894 | | |
| | | 487,291 | | |
Financials (3.4%): | |
DB Insurance Co. Ltd. | | | 5,101 | | | | 231,628 | | |
Hana Financial Group, Inc. | | | 9,695 | | | | 342,559 | | |
Samsung Securities Co. Ltd. | | | 6,832 | | | | 257,630 | | |
Woori Financial Group, Inc. | | | 41,154 | | | | 438,935 | | |
| | | 1,270,752 | | |
Health Care (1.3%): | |
Hugel, Inc. (b) | | | 1,076 | | | | 138,844 | | |
InBody Co. Ltd. | | | 5,489 | | | | 106,702 | | |
Samsung Biologics Co. Ltd. (b) (c) | | | 337 | | | | 255,919 | | |
| | | 501,465 | | |
Industrials (1.9%): | |
CJ Corp. | | | 2,298 | | | | 161,051 | | |
Hyundai Engineering & Construction Co. Ltd. | | | 4,981 | | | | 185,879 | | |
LG Corp. | | | 2,187 | | | | 148,882 | | |
Samsung Engineering Co. Ltd. (b) | | | 12,019 | | | | 231,118 | | |
| | | 726,930 | | |
Information Technology (5.8%): | |
Innox Advanced Materials Co. Ltd. | | | 6,099 | | | | 236,360 | | |
Samsung Electronics Co. Ltd. | | | 29,780 | | | | 1,956,049 | | |
| | | 2,192,409 | | |
Materials (1.1%): | |
Kolon Industries, Inc. | | | 2,323 | | | | 138,379 | | |
PI Advanced Materials Co. Ltd. | | | 6,246 | | | | 289,081 | | |
| | | 427,460 | | |
| | | 6,153,455 | | |
Malaysia (1.4%): | |
Consumer Discretionary (0.7%): | |
MR DIY Group M Bhd (c) | | | 292,400 | | | | 253,541 | | |
Financials (0.7%): | |
Public Bank Bhd | | | 274,900 | | | | 274,500 | | |
| | | 528,041 | | |
Mexico (2.9%): | |
Consumer Discretionary (0.6%): | |
Alsea SAB de CV (b) | | | 107,485 | | | | 199,261 | | |
Financials (0.9%): | |
Grupo Financiero Banorte SAB de CV, Class O | | | 53,145 | | | | 345,336 | | |
Materials (0.8%): | |
Cemex SAB de CV, ADR (b) | | | 45,724 | | | | 310,009 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Real Estate (0.6%): | |
Corp Inmobiliaria Vesta SAB de CV | | | 113,198 | | | $ | 227,990 | | |
| | | 1,082,596 | | |
Peru (0.7%): | |
Financials (0.7%): | |
Credicorp Ltd. | | | 2,113 | | | | 257,934 | | |
Philippines (0.5%): | |
Financials (0.5%): | |
BDO Unibank, Inc. | | | 82,180 | | | | 194,552 | | |
Russian Federation (4.4%): | |
Consumer Staples (0.5%): | |
Magnit PJSC | | | 2,805 | | | | 203,204 | | |
Energy (2.4%): | |
Gazprom PJSC | | | 117,150 | | | | 537,464 | | |
Rosneft Oil Co. PJSC, GDR | | | 48,095 | | | | 386,811 | | |
| | | 924,275 | | |
Financials (1.5%): | |
Sberbank of Russia PJSC, ADR | | | 34,738 | | | | 557,371 | | |
| | | 1,684,850 | | |
Saudi Arabia (2.6%): | |
Consumer Discretionary (0.6%): | |
Leejam Sports Co. JSC | | | 8,590 | | | | 248,846 | | |
Financials (2.0%): | |
Alinma Bank | | | 43,633 | | | | 278,004 | | |
The Saudi National Bank | | | 27,160 | | | | 465,672 | | |
| | | 743,676 | | |
| | | 992,522 | | |
Singapore (0.5%): | |
Communication Services (0.5%): | |
Sea Ltd., ADR (b) | | | 910 | | | | 203,576 | | |
South Africa (3.3%): | |
Communication Services (1.0%): | |
MTN Group Ltd. (b) | | | 34,982 | | | | 375,220 | | |
Financials (1.6%): | |
Absa Group Ltd. | | | 29,715 | | | | 284,578 | | |
Capitec Bank Holdings Ltd. | | | 2,483 | | | | 317,939 | | |
| | | 602,517 | | |
Materials (0.7%): | |
Impala Platinum Holdings Ltd. | | | 19,591 | | | | 276,549 | | |
| | | 1,254,286 | | |
See notes to financial statements.
14
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Taiwan (14.9%): | |
Financials (2.0%): | |
CTBC Financial Holding Co. Ltd. | | | 388,000 | | | $ | 363,610 | | |
Yuanta Financial Holding Co. Ltd. | | | 445,040 | | | | 406,662 | | |
| | | 770,272 | | |
Health Care (0.5%): | |
Pegavision Corp. | | | 12,000 | | | | 184,660 | | |
Information Technology (11.8%): | |
ASE Technology Holding Co. Ltd. | | | 55,000 | | | | 212,609 | | |
Gold Circuit Electronics Ltd. | | | 91,000 | | | | 249,244 | | |
Hon Hai Precision Industry Co. Ltd. | | | 81,000 | | | | 303,871 | | |
MediaTek, Inc. | | | 13,000 | | | | 558,026 | | |
Taiwan Semiconductor Manufacturing Co. Ltd. | | | 133,259 | | | | 2,948,888 | | |
Unimicron Technology Corp. | | | 24,000 | | | | 199,799 | | |
| | | 4,472,437 | | |
Materials (0.6%): | |
Formosa Plastics Corp. | | | 61,000 | | | | 229,032 | | |
| | | 5,656,401 | | |
Thailand (3.6%): | |
Energy (0.7%): | |
PTT PCL (d) | | | 244,400 | | | | 277,404 | | |
Financials (0.9%): | |
The Siam Commercial Bank PCL | | | 89,200 | | | | 338,643 | | |
Health Care (0.6%): | |
Mega Lifesciences PCL | | | 143,800 | | | | 216,935 | | |
Materials (0.7%): | |
Indorama Ventures PCL | | | 191,600 | | | | 247,762 | | |
Real Estate (0.7%): | |
AP Thailand PCL | | | 927,700 | | | | 265,214 | | |
| | | 1,345,958 | | |
Turkey (0.5%): | |
Industrials (0.5%): | |
Turkiye Sise ve Cam Fabrikalari A/S | | | 164,958 | | | | 167,885 | | |
United Kingdom (0.7%): | |
Materials (0.7%): | |
Anglo American PLC | | | 6,526 | | | | 268,381 | | |
Total Common Stocks (Cost $30,732,089) | | | 37,581,428 | | |
See notes to financial statements.
15
Victory Variable Insurance Funds Victory Sophus Emerging Markets VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Collateral for Securities Loaned (0.8%)^ | |
United States (0.8%): | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Shares, 0.04% (e) | | | 7,169 | | | $ | 7,169 | | |
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (e) | | | 140,803 | | | | 140,803 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (e) | | | 3,578 | | | | 3,578 | | |
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (e) | | | 28,528 | | | | 28,528 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (e) | | | 128,267 | | | | 128,267 | | |
Total Collateral for Securities Loaned (Cost $308,345) | | | 308,345 | | |
Total Investments (Cost $31,040,434) — 99.7% | | | 37,889,773 | | |
Other assets in excess of liabilities — 0.3% | | | 124,481 | | |
NET ASSETS — 100.00% | | $ | 38,014,254 | | |
^ Purchased with cash collateral from securities on loan.
(a) Amount represents less than 0.05% of net assets.
(b) Non-income producing security.
(c) Rule 144A security or other security that is restricted as to resale to institutional investors. The Fund's Adviser has deemed this security to be liquid (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of December 31, 2021, the fair value of these securities was $2,420,540 and amounted to 6.4% of net assets.
(d) All or a portion of this security is on loan.
(e) Rate disclosed is the daily yield on December 31, 2021.
ADR — American Depositary Receipt
GDR — Global Depositary Receipt
PCL — Public Company Limited
PLC — Public Limited Company
See notes to financial statements.
16
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2021 | |
| | Victory Sophus Emerging Markets VIP Series | |
Assets: | |
Investments, at value (Cost $31,040,434) | | $ | 37,889,773 | (a) | |
Foreign currency, at value (Cost $5,298) | | | 5,298 | | |
Cash | | | 267,409 | | |
Receivables: | |
Interest and dividends | | | 128,467 | | |
Capital shares issued | | | 64,576 | | |
Investments sold | | | 105,506 | | |
Reclaims | | | 528 | | |
From Adviser | | | 41,614 | | |
Prepaid expenses | | | 82 | | |
Total Assets | | | 38,503,253 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 308,345 | | |
Capital shares redeemed | | | 442 | | |
Accrued foreign capital gains taxes | | | 57,704 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 32,205 | | |
Administration fees | | | 2,055 | | |
Custodian fees | | | 13,025 | | |
Transfer agent fees | | | 23,220 | | |
Compliance fees | | | 23 | | |
Trustees' fees | | | 327 | | |
Other accrued expenses | | | 51,653 | | |
Total Liabilities | | | 488,999 | | |
Net Assets: | |
Capital | | | 24,999,110 | | |
Total accumulated earnings/(loss) | | | 13,015,144 | | |
Net Assets | | $ | 38,014,254 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 2,301,690 | | |
Net asset value: | | $ | 16.52 | | |
(a) Includes $292,806 of securities on loan.
See notes to financial statements.
17
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2021 | |
| | Victory Sophus Emerging Markets VIP Series | |
Investment Income: | |
Dividends | | $ | 1,016,382 | | |
Interest | | | 21 | | |
Securities lending (net of fees) | | | 1,493 | | |
Foreign tax withholding | | | (117,185 | ) | |
Total Income | | | 900,711 | | |
Expenses: | |
Investment advisory fees | | | 443,802 | | |
Administration fees | | | 24,523 | | |
Sub-Administration fees | | | 17,000 | | |
Custodian fees | | | 71,339 | | |
Transfer agent fees | | | 29,199 | | |
Trustees' fees | | | 4,876 | | |
Compliance fees | | | 329 | | |
Legal and audit fees | | | 55,248 | | |
Interest fees | | | 404 | | |
Other expenses | | | 31,243 | | |
Total Expenses | | | 677,963 | | |
Expenses waived/reimbursed by Adviser | | | (78,687 | ) | |
Net Expenses | | | 599,276 | | |
Net Investment Income (Loss) | | | 301,435 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities and foreign currency transactions | | | 6,047,035 | | |
Foreign taxes on realized gains | | | (2,451 | ) | |
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations | | | (7,857,931 | ) | |
Net change in accrued foreign taxes on unrealized gains | | | (54,205 | ) | |
Net realized/unrealized gains (losses) on investments | | | (1,867,552 | ) | |
Change in net assets resulting from operations | | $ | (1,566,117 | ) | |
See notes to financial statements.
18
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory Sophus Emerging Markets VIP Series | |
| | Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 301,435 | | | $ | 190,863 | | |
Net realized gains (losses) from investments | | | 6,044,584 | | | | 939,470 | | |
Net change in unrealized appreciation/depreciation on investments | | | (7,912,136 | ) | | | 4,745,613 | | |
Change in net assets resulting from operations | | | (1,566,117 | ) | | | 5,875,946 | | |
Change in net assets resulting from distributions to shareholders | | | (1,038,915 | ) | | | (1,152,495 | ) | |
Change in net assets resulting from capital transactions | | | (4,400,240 | ) | | | (4,274,877 | ) | |
Change in net assets | | | (7,005,272 | ) | | | 448,574 | | |
Net Assets: | |
Beginning of period | | | 45,019,526 | | | | 44,570,952 | | |
End of period | | $ | 38,014,254 | | | $ | 45,019,526 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 2,584,480 | | | $ | 1,478,925 | | |
Distributions reinvested | | | 1,038,915 | | | | 1,152,495 | | |
Cost of shares redeemed | | | (8,023,635 | ) | | | (6,906,297 | ) | |
Change in net assets resulting from capital transactions | | $ | (4,400,240 | ) | | $ | (4,274,877 | ) | |
Share Transactions: | |
Issued | | | 139,367 | | | | 105,344 | | |
Reinvested | | | 63,135 | | | | 66,922 | | |
Redeemed | | | (435,096 | ) | | | (471,386 | ) | |
Change in Shares | | | (232,594 | ) | | | (299,120 | ) | |
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 | |
Victory Sophus Emerging Markets VIP Series | | | |
Year Ended December 31: | |
2021 | | $ | 17.76 | | | | 0.13 | | | | (0.91 | ) | | | (0.78 | ) | | | (0.16 | ) | | | (0.30 | ) | |
2020 | | $ | 15.73 | | | | 0.07 | | | | 2.42 | | | | 2.49 | | | | (0.32 | ) | | | (0.14 | ) | |
2019 | | $ | 13.59 | | | | 0.29 | | | | 2.85 | | | | 3.14 | | | | (0.16 | ) | | | (0.84 | ) | |
2018 | | $ | 18.79 | | | | 0.20 | | | | (3.79 | ) | | | (3.59 | ) | | | (0.14 | ) | | | (1.47 | ) | |
2017 | | $ | 13.26 | | | | 0.17 | | | | 5.51 | | | | 5.68 | | | | (0.15 | ) | | | — | | |
* Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles.
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.'s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
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 | |
| | Total Distributions | | Net Asset Value, End of Period | | Total Return*(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory Sophus Emerging Markets VIP Series | |
Year Ended December 31: | |
2021 | | | (0.46 | ) | | $ | 16.52 | | | | (4.42 | )% | | | 1.35 | % | | | 0.68 | % | | | 1.53 | % | | $ | 38,014 | | | | 85 | % | |
2020 | | | (0.46 | ) | | $ | 17.76 | | | | 16.02 | % | | | 1.35 | % | | | 0.49 | % | | | 1.48 | % | | $ | 45,020 | | | | 96 | % | |
2019 | | | (1.00 | ) | | $ | 15.73 | | | | 23.28 | % | | | 1.35 | % | | | 1.93 | % | | | 1.40 | % | | $ | 44,571 | | | | 91 | % | |
2018 | | | (1.61 | ) | | $ | 13.59 | | | | (18.97 | )% | | | 1.34 | % | | | 1.12 | % | | | 1.34 | % | | $ | 42,385 | | | | 105 | % | |
2017 | | | (0.15 | ) | | $ | 18.79 | | | | 42.88 | % | | | 1.33 | % | | | 1.03 | % | | | 1.33 | % | | $ | 62,550 | | | | 99 | % | |
See notes to financial statements.
21
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2021 | |
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 U.S. Generally Accepted Accounting Principles ("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 the 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
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 December 31, 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 | | $ | 5,554,600 | | | $ | 32,026,828 | | | $ | — | | | $ | 37,581,428 | | |
Collateral for Securities Loaned | | | 308,345 | | | | — | | | | — | | | | 308,345 | | |
Total | | $ | 5,862,945 | | | $ | 32,026,828 | | | $ | — | | | $ | 37,889,773 | | |
For the year ended December 31, 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 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
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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. For the year ended December 31, 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 or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.
Withholding taxes on interest, dividends, and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans 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 generally cured 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 and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. 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 Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays 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. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.
The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.
The following table is a summary of the Fund's securities lending transactions as of December 31, 2021.
Value of Securities on Loan | | Non-Cash Collateral | | Cash Collateral | |
$ | 292,806 | | | $ | — | | | $ | 308,345 | | |
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 are disclosed as Net realized gains (losses) from investment securities and foreign currency transactions 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.
For the year ended December 31, 2021, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.
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 that Fund, while expenses that 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 an affiliated trust based upon net assets or another appropriate basis.
3. Purchases and Sales:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2021, were as follows for the Fund:
Excluding U.S. Government Securities | |
Purchases | | Sales | |
$ | 36,660,705 | | | $ | 41,654,951 | | |
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 SEC. The Adviser is an indirect wholly owned subsidiary
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 year ended December 31, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM also 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. The tiered rates at which VCM is paid by the Funds are shown in the table below:
Net Assets | |
Up to $15 billion | | $15 billion – $30 billion | | Over $30 billion | |
| 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the year ended December 31, 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 year ended December 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.
The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("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 CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Portfolios, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 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 year ended December 31, 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 year ended December 31, 2021, are reflected on the Statement of Operations as Custodian fees.
Sidley Austin LLP provides legal services to the Trust.
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Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of December 31, 2021, the expense limit (excluding voluntary waivers) is 1.35%.
Under the terms of the expense limitation agreement, as 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 December 31, 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 December 31, 2021.
Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 22,632 | | | $ | 50,693 | | | $ | 78,687 | | | $ | 152,012 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund is not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended December 31, 2021.
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.
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
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 28, 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 year ended December 31, 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 London InterBank Offered Rate ("LIBOR") plus one percent, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) on amounts borrowed. Prior to June 28, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. 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 year ended December 31, 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 reflected on the Statement of Operations under Interfund lending.
The Fund did not utilize or participate in the Facility during the year ended December 31, 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.
28
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.
As of December 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.
The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
Distributions paid from | | | | Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 354,923 | | | $ | 683,992 | | | $ | 1,038,915 | | | $ | 793,136 | | | $ | 359,359 | | | $ | 1,152,495 | | |
As of December 31, 2021, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Loss) | |
$ | 3,022,249 | | | $ | 3,278,576 | | | $ | 6,300,825 | | | $ | 6,714,319 | | | $ | 13,015,144 | | |
* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.
As of December 31, 2021, the Fund had no capital loss carryforwards for federal income tax purposes.
As of December 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 31,097,531 | | | $ | 8,941,243 | | | $ | (2,149,001 | ) | | $ | 6,792,242 | | |
29
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory Sophus Emerging Markets VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the three years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221582_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2022
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Victory Variable Insurance Funds | | Supplemental Information December 31, 2021 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently nine Trustees, eight of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their date of birth, their position with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees eight portfolios in the Trust, 41 portfolios in Victory Portfolios, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 46 portfolios of the USAA Mutual Funds Trust. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D. T. Andrews, Born April 1947 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Trustee, Carlyle Secured Lending III (since 2021). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015) | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | None. | |
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Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016- September 2017). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012). | |
Leigh A. Wilson, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.; Chairman and Chief Executive Officer (since 2019), Victory Capital Transfer Agency, Inc. | | Trustee, USAA Mutual Funds Trust; Board Member, Victory Capital Services, Inc. | |
* The Board has designated Ms. Beard and Mr. Meyer as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
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Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser; Chief Operating Officer, Victory Capital Services, Inc. (since 2020); Vice President, Victory Capital Transfer Agency, Inc. (since 2019). | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, Born March 1984 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Sean Fox, Born September 1976 | | Deputy Chief Compliance Officer | | July 2021 | | Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019). | |
Chuck Booth, Born April 1960 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
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Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 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 are 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 July 1, 2021, through December 31, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 7/1/21 | | Actual Ending Account Value 12/31/21 | | Hypothetical Ending Account Value 12/31/21 | | Actual Expenses Paid During Period 7/1/21-12/31/21* | | Hypothetical Expenses Paid During Period 7/1/21-12/31/21* | | Annualized Expense Ratio During Period 7/1/21-12/31/21 | |
$ | 1,000.00 | | | $ | 876.50 | | | $ | 1,018.40 | | | $ | 6.35 | | | $ | 6.87 | | | | 1.35 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (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 December 31, 2021 | |
(Unaudited)
Additional Federal Income Tax Information
For the year ended December 31, 2021, the Fund paid qualified dividend income for the purposes of reduced individual federal income tax rates of 79%.
For the year ended December 31, 2021, the Fund designated long-term capital gain distributions in the amount of $683,992.
The Fund intends to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per shares outstanding on December 31, 2021, were $0.44 and $0.05, respectively.
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Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on November 30, 2021. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at the meetings on October 19, 2021, and November 30, 2021. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund and independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by a consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk, liquidity and valuation of portfolio securities, and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows (acknowledging that economies of scale can be complex to assess and typically are not directly measurable);
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board also considered a memorandum that it requested the Adviser to prepare that addressed the Fund's total net expense ratio that ranked within the fourth quartile (most expensive) in relation to its peers as evaluated by a consultant. The Adviser reviewed additional relevant circumstances, which included, among other things, the Fund's performance, and small or decreasing assets.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. The Board
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Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
retained an consultant to provide comparative information about fees and performance. The Board met with the consultant to review its inputs and methodologies, among other things. The Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by the consultant and a peer group of funds with similar investment strategies selected by that consultant from the universe. The Board reviewed the factors and methodology used by the consultant in the selection of the Fund's peer group, including the consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which would be a structure that results in reduced fees as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.
The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2021, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund outperformed both the benchmark index and the peer group median for the one-, five- and ten-year periods, and underperformed both the benchmark index and the peer group median for the three-year period.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
37
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
• The nature, quality and extent of the investment advisory services provided by the Adviser;
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
38
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221582_za007.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SEMVIP-AR (12/21)
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221583_aa001.jpg)
December 31, 2021
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 Capital website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Shareholder Letter (Unaudited) | | | 3 | | |
Managers' Commentary/Investment Overview (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 7 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 8 | | |
Schedule of Portfolio Investments | | | 9 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 15 | | |
Statement of Operations | | | 16 | | |
Statements of Changes in Net Assets | | | 17 | | |
Financial Highlights | | | 18 | | |
Notes to Financial Statements | | | 20 | | |
Report of Independent Registered Public Accounting Firm | | | 29 | | |
Supplemental Information (Unaudited) | |
Trustee and Officer Information | | | 30 | | |
Proxy Voting and Portfolio Holdings Information | | | 33 | | |
Expense Example | | | 33 | | |
Additional Federal Income Tax Information | | | 34 | | |
Advisory Contract Renewal | | | 35 | | |
Privacy Policy (inside back cover) | | | |
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-CSR/0001104659-22-027265/j2221583_ba002.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
Another year has passed, but unfortunately the pandemic endures. Yet, looking back on the year ended 2021, it is evident that financial markets have endured as well, despite stiff headwinds — including new COVID-19 variants; disruption among global supply chains; uncomfortable inflation readings; and the fear of rising interest rates.
Through it all, the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again registered a positive annual total return (that makes it 12 out of the past 13 years). This was largely driven by a U.S. economy that bounced back quickly after what was effectively a global economic shutdown in 2020, and we witnessed robust earnings growth across many sectors thanks in no small part to continued fiscal stimulus and accommodative monetary policy. Underlying this positive performance were interesting differences among investment styles and market capitalizations. For example, growth-oriented investments outperformed value within large-caps but underperformed within both mid-caps and small-caps (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for higher interest rates next year?
There were other notable subplots to 2021. Early in the year we watched in disbelief as "meme stocks" — a few names that gained massive notoriety on social media platforms — went on stomach-churning roller coaster rides. Also, intriguing was how the biotech sector struggled mightily despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, while crypto assets captivated investors. Now we're all watching how crypto's underlying blockchain technologies might disrupt business-as-usual across industries in the years ahead. These were just a few of the highlights of the past year.
Through all the twists and turns, the S&P 500® Index registered an impressive annual total return of nearly 29% for the 12-month period ended December 31, 2021. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 59 basis points (a basis point is 1/100th of a percentage point), reflecting substantial fiscal stimuli and the U.S. Federal Reserve's (the "Fed") accommodative monetary stance (recently). At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 1.52%.
Despite the resiliency of financial markets, we fully acknowledge that the volatility and unusual events of recent years may have made investors uneasy at times. However, this simply underscores why it's important for investors to remain calm and unemotional in the face of market turmoil. A long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerance are some of the key ingredients for staying the course and progressing on your investment goals.
Of course, no one knows for certain what 2022 will bring. We are already facing a potential end to the Fed's accommodative monetary policies and the various forms of fiscal stimuli that helped revive the economy from the depths of the pandemic-induced market downturn. By all accounts, the Fed appears ready to raise short-term
3
interest rates, perhaps as early as the end of the first quarter, though any move will certainly be data dependent, and some are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. There will likely be new headwinds, some yet to be identified.
Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at our investment franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.
On the following pages, you will find information relating to your Victory Funds investment, brought to you by Victory Capital. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863 or visit our website at www.vcm.com.
From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221583_ba003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory High Yield VIP Series
Managers' Commentary
(Unaudited)
What were the market conditions during the reporting period?
Riskier asset classes were rewarded in 2021, particularly stocks, with the S&P 500® Index returning a stunning 28.71% for the year. This was equally applicable in fixed income, with high-yield bonds and leveraged loans outperforming, as most major fixed-income indexes posted negative returns for the year. The 10-year U.S. Treasury returned -3.6%.
Even as the Fed began to shift its focus from stimulus to inflation control late in the year, it is hard to overstate the influence of its accommodation on the markets. This supportive monetary policy was combined with strong economic growth, rising corporate earnings, and falling unemployment rates to help markets counter the continued impact of COVID-19, labor shortages, political gridlock, and supply chain disruptions.
The year began on a hopeful note, with COVID-19 vaccines rolling out and economic growth far outpacing expectations. But growth was tempered by vaccine shortages early in the year, followed by COVID-19 variant spikes and surging inflation later in the year. The Fed continued to exert a steadying influence on securities markets, but political stalemate clouded the fate of economic recovery legislation.
Through it all, investors stayed tuned to clear messages from strong revenue growth, improving margins, and healthier balance sheets. Reduced debt levels, falling default rates, higher profits, and ratings upgrades were particularly beneficial in the high-yield and leveraged-loan markets, where fixed income investors flocked in search of higher yields and lower interest rate risk.
The default rate is typically the biggest driver of returns in the below-investment-grade sphere, and it ended the year under 0.5%, which is substantially below historical averages and below similar points in past economic recoveries.
How did Victory High Yield VIP Series (the "Fund") perform during the reporting period?
The Fund returned 5.85% for the fiscal year ended December 31, 2021, outperforming the Bloomberg U.S. Corporate High Yield Bond Index (the "Index"), which returned 5.28% for the reporting period.
What strategies did you employ during the reporting period?
The Fund's management team takes a bottom-up approach to evaluating investments. We look for companies with strong free cash flow or situations in which our analysis finds less risk and more potential positive catalysts than the market is pricing in. We analyze each situation and layer it over our larger market views, favoring some sectors for their cyclical strength during the ongoing economic rebound and others because of more secular, long-term trends.
An out-of-index exposure to leveraged loans and security selection in B-rated bonds contributed to performance relative to the Index. Security selection in the Media and Entertainment sector and in CCC-rated bonds, which had bouts of volatility during the year, detracted from relative performance.
5
Victory Variable Insurance Funds
Victory High Yield VIP Series (continued)
Managers' Commentary (continued)
As the name suggests, the interest rates on floating-rate loans can increase in tandem with rising rates in the market, which gives them potential to not only mitigate duration risk but also to benefit as market rates increase and the Fed tightens monetary policy.
Even as interest rates rise, potentially making some bonds less attractive and putting some heavily indebted companies at risk, we still believe there are attractive opportunities given the historically low default rate, improving credit fundamentals, and extraordinary amounts of cash on the sidelines. We believe our exposure to floating-rate loans was appropriate during 2021 and positions the portfolio to benefit over time.
6
Victory Variable Insurance Funds
Victory High Yield VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2021
| | Class I | | | |
INCEPTION DATE | | 9/13/99 | | | |
| | Net Asset Value | | Bloomberg U.S. Corporate High Yield Index1 | |
One Year | | | 5.85 | % | | | 5.28 | % | |
Five Year | | | 7.86 | % | | | 6.30 | % | |
Ten Year | | | 6.93 | % | | | 6.83 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower. 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.
Victory High Yield VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221583_bc004.jpg)
1The Bloomberg U.S. Corporate High Yield Index is generally considered to be representative of the investable universe of the U.S.-dominated high yield debt market. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.
Past performance is not indicative of future results.
7
Victory Variable Insurance Funds Victory High Yield VIP Series | | December 31, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund seeks to provide current income. Capital appreciation is a secondary objective.
Asset Allocation*:
December 31, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221583_bc005.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.
8
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments December 31, 2021 | |
Security Description | | Shares or Principal Amount | | Value | |
Common Stocks (0.9%) | |
Communication Services (0.7%): | |
iHeartMedia, Inc., Class A (a) | | | 3,500 | | | $ | 73,640 | | |
Nexstar Media Group, Inc., Class A | | | 684 | | | | 103,270 | | |
Sinclair Broadcast Group, Inc., Class A | | | 1,800 | | | | 47,574 | | |
| | | 224,484 | | |
Health Care (0.2%): | |
Surgery Partners, Inc. (a) | | | 939 | | | | 50,152 | | |
Total Common Stocks (Cost $229,076) | | | 274,636 | | |
Senior Secured Loans (22.4%) | |
Air Medical Group Holdings, Inc., Incremental Term Loan B, First Lien, 5.25% (LIBOR06M+425bps), 3/14/25 (b) | | $ | 498,714 | | | | 496,310 | | |
Caesars Resort Collection LLC, Term B-1 Loans, First Lien, 3.59% (LIBOR01M+350bps), 6/19/25 (b) | | | 246,875 | | | | 246,813 | | |
Chariot Buyer LLC, Initial Term Loans, First Lien, 4.00% (LIBOR01M+350bps), 11/3/28 (b) | | | 200,000 | | | | 199,750 | | |
Dayco Products LLC, Term Loans, First Lien, 4.43% (LIBOR03M+425bps), 5/19/24 (b) | | | 477,500 | | | | 467,950 | | |
Dynasty Acquisition Co., Inc., 2020 Specified Refi Term B-1 Loans, First Lien, 3.63% (LIBOR03M+350bps), 4/8/26 (b) | | | 222,660 | | | | 216,301 | | |
Golden Nugget, Inc., Senior Secured Term Loan, First Lien, 3.25% (LIBOR03M+250bps), 10/4/23 (b) | | | 491,584 | | | | 488,118 | | |
Great Outdoors Group LLC, Term B1, First Lien, 4.50% (LIBOR01M+375bps), 3/5/28 (b) | | | 247,505 | | | | 247,557 | | |
Holley Purchaser, Inc., Delayed Draw Term Commitment, First Lien, 4.50% (LIBOR03M+375bps), 11/12/28 (b) (g) | | | 71,375 | | | | 71,290 | | |
Holley Purchaser, Inc., Initial Term Loan, First Lien, 4.50% (LIBOR03M+375bps), 11/10/28 (b) | | | 427,500 | | | | 425,807 | | |
Jo-Ann Stores LLC, Term B-1 Loan, First Lien, 5.50% (LIBOR03M+475bps), 6/30/28 (b) | | | 249,375 | | | | 246,415 | | |
Knight Health Holdings LLC, Term Loan B, First Lien, 12/17/28 (c) (d) | | | 500,000 | | | | 467,500 | | |
Life Time, Inc., 2021 Refinancing Term Loan, First Lien, 5.75% (LIBOR03M+475bps), 12/15/24 (b) | | | 80,478 | | | | 80,830 | | |
LifeScan Global Corp., Initial Term Loan, First Lien, 6.13% (LIBOR03M+600bps), 10/1/24 (b) | | | 395,000 | | | | 385,267 | | |
Lucid Energy Group II Borrower LLC, Term Loan, First Lien, 5.00% (LIBOR03M+425bps), 11/24/28 (b) | | | 500,000 | | | | 493,500 | | |
Packaging Coordinators Midco, Inc., Term B Loans, First Lien, 4.25% (LIBOR03M+350bps), 12/1/27 (b) | | | 124,686 | | | | 124,582 | | |
Petco Health and Wellness Co., Inc., Initial Term Loans, First Lien, 4.00% (LIBOR03M+325bps), 2/25/28 (b) | | | 397,000 | | | | 396,130 | | |
PetSmart, Inc., Initial Term Loans, First Lien, 4.50% (LIBOR06M+375bps), 2/12/28 (b) | | | 74,813 | | | | 74,860 | | |
Phoenix Newco, Inc., Initial Term Loans, First Lien, 4.00% (LIBOR01M+350bps), 11/15/28 (b) | | | 400,000 | | | | 399,820 | | |
Standard Aero Ltd., 2020 SPCFD Refi Term B-2 Loans, First Lien, 3.63% (LIBOR03M+350bps), 4/8/26 (b) | | | 119,710 | | | | 116,291 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
SWF Holdings Corp., Initial Term Loans, First Lien, 4.75% (LIBOR01M+400bps), 10/6/28 (b) | | $ | 400,000 | | | $ | 396,000 | | |
The Hertz Corp., Initial Term B Loans, First Lien, 3.75% (LIBOR01M+325bps), 6/30/28 (b) | | | 83,722 | | | | 83,722 | | |
The Hertz Corp., Initial Term C Loan, First Lien, 3.75% (LIBOR01M+325bps), 6/30/28 (b) | | | 15,858 | | | | 15,858 | | |
The Michaels Cos., Inc., Term B Loans, First Lien, 5.00% (LIBOR03M+425bps), 4/15/28 (b) | | | 298,500 | | | | 295,569 | | |
United Airlines, Inc., Class B Term Loans, First Lien, 4.50% (LIBOR03M+375bps), 4/21/28 (b) | | | 173,688 | | | | 173,924 | | |
Victoria's Secret & Co., Initial Term Loans, First Lien, 3.75% (LIBOR03M+325bps), 8/2/28 (b) | | | 99,750 | | | | 99,439 | | |
Total Senior Secured Loans (Cost $6,698,630) | | | 6,709,603 | | |
Corporate Bonds (68.5%) | |
Communication Services (12.2%): | |
AMC Networks, Inc., 4.75%, 8/1/25, Callable 2/7/22 @ 102.38 | | | 200,000 | | | | 204,494 | | |
CSC Holdings LLC, 5.75%, 1/15/30, Callable 1/15/25 @ 102.88 (e) | | | 250,000 | | | | 249,965 | | |
Cumulus Media New Holdings, Inc., 6.75%, 7/1/26, Callable 7/1/22 @ 103.38 (e) (f) | | | 452,000 | | | | 469,700 | | |
Entercom Media Corp., 6.75%, 3/31/29, Callable 3/31/24 @ 103.38 (e) (f) | | | 200,000 | | | | 195,422 | | |
Gray Television, Inc., 4.75%, 10/15/30, Callable 10/15/25 @ 102.38 (e) | | | 250,000 | | | | 248,833 | | |
iHeartCommunications, Inc., 8.38%, 5/1/27, Callable 5/1/22 @ 104.19 | | | 350,000 | | | | 369,355 | | |
Nexstar Broadcasting, Inc., 5.63%, 7/15/27, Callable 7/15/22 @ 104.22 (e) | | | 500,000 | | | | 526,980 | | |
Sinclair Television Group, Inc., 5.50%, 3/1/30, Callable 12/1/24 @ 102.75 (e) (g) | | | 250,000 | | | | 243,265 | | |
Sirius XM Radio, Inc., 5.50%, 7/1/29, Callable 7/1/24 @ 102.75 (e) (g) | | | 250,000 | | | | 269,682 | | |
TEGNA, Inc., 5.00%, 9/15/29, Callable 9/15/24 @ 102.5 (g) | | | 250,000 | | | | 256,375 | | |
Univision Communications, Inc. | |
6.63%, 6/1/27, Callable 6/1/23 @ 103.31 (e) | | | 500,000 | | | | 538,260 | | |
4.50%, 5/1/29, Callable 5/1/24 @ 102.25 (e) | | | 100,000 | | | | 101,265 | | |
| | | 3,673,596 | | |
Consumer Discretionary (16.5%): | |
Academy Ltd., 6.00%, 11/15/27, Callable 11/15/23 @ 103 (e) | | | 200,000 | | | | 213,600 | | |
Affinity Gaming, 6.88%, 12/15/27, Callable 12/1/23 @ 103.44 (e) | | | 250,000 | | | | 261,562 | | |
Ambience Merger Sub, Inc., 7.13%, 7/15/29, Callable 7/15/24 @ 103.56 (e) | | | 200,000 | | | | 198,150 | | |
Beazer Homes USA, Inc., 5.88%, 10/15/27, Callable 10/15/22 @ 102.94 (f) | | | 400,000 | | | | 418,648 | | |
Diamond Sports Group LLC/Diamond Sports Finance Co., 6.63%, 8/15/27, Callable 8/15/22 @ 103.31 (e) (f) (g) | | | 500,000 | | | | 139,810 | | |
Ford Motor Co., 9.00%, 4/22/25, Callable 3/22/25 @ 100 (g) | | | 250,000 | | | | 305,575 | | |
Genting New York LLC/GENNY Capital, Inc., 3.30%, 2/15/26, Callable 1/15/26 @ 100 (e) (f) | | | 250,000 | | | | 247,508 | | |
LBM Acquisition LLC, 6.25%, 1/15/29, Callable 1/15/24 @ 103.13 (e) | | | 200,000 | | | | 199,220 | | |
Life Time, Inc., 5.75%, 1/15/26, Callable 1/15/23 @ 102.88 (e) | | | 250,000 | | | | 259,983 | | |
Magic Mergeco, Inc., 7.88%, 5/1/29, Callable 5/1/24 @ 103.94 (e) | | | 150,000 | | | | 147,882 | | |
Mattel, Inc., 5.45%, 11/1/41, Callable 5/1/41 @ 100 | | | 250,000 | | | | 298,377 | | |
MGM Resorts International, 5.50%, 4/15/27, Callable 1/15/27 @ 100 | | | 250,000 | | | | 268,005 | | |
Panther BF Aggregator 2 LP/Panther Finance Co., Inc., 8.50%, 5/15/27, Callable 5/15/22 @ 104.25 (e) | | | 500,000 | | | | 530,080 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
Premier Entertainment Sub LLC/Premier Entertainment Finance Corp. | |
5.63%, 9/1/29, Callable 9/1/24 @ 102.81 (e) | | $ | 200,000 | | | $ | 198,680 | | |
5.88%, 9/1/31, Callable 9/1/26 @ 102.98 (e) | | | 400,000 | | | | 401,752 | | |
Scientific Games International, Inc., 8.25%, 3/15/26, Callable 3/15/22 @ 104.13 (e) | | | 300,000 | | | | 316,263 | | |
Tenneco, Inc. | |
5.00%, 7/15/26, Callable 2/7/22 @ 102.5 (f) | | | 130,000 | | | | 125,606 | | |
7.88%, 1/15/29, Callable 1/15/24 @ 103.94 (e) | | | 70,000 | | | | 75,935 | | |
Viking Cruises Ltd., 13.00%, 5/15/25, Callable 5/15/22 @ 109.75 (e) (g) | | | 300,000 | | | | 339,492 | | |
| | | 4,946,128 | | |
Consumer Staples (3.2%): | |
Albertsons Cos., Inc./Safeway, Inc./New Albertsons LP/Albertsons LLC, 5.88%, 2/15/28, Callable 8/15/22 @ 104.41 (e) | | | 250,000 | | | | 265,465 | | |
B&G Foods, Inc., 5.25%, 4/1/25, Callable 2/7/22 @ 102.63 | | | 200,000 | | | | 204,040 | | |
Simmons Foods, Inc./Simmons prepared Foods, Inc./Simmons Pet Food, Inc./ Simmons Feed, 4.63%, 3/1/29, Callable 3/1/24 @ 102.31 (e) | | | 300,000 | | | | 295,659 | | |
Triton Water Holdings, Inc., 6.25%, 4/1/29, Callable 4/1/24 @ 103.13 (e) | | | 200,000 | | | | 193,356 | | |
| | | 958,520 | | |
Energy (2.3%): | |
Antero Midstream Partners LP/Antero Midstream Finance Corp., 5.38%, 6/15/29, Callable 6/15/24 @ 102.69 (e) | | | 50,000 | | | | 52,815 | | |
Antero Resources Corp. | |
8.38%, 7/15/26, Callable 1/15/24 @ 104.19 (e) | | | 162,000 | | | | 184,422 | | |
7.63%, 2/1/29, Callable 2/1/24 @ 103.81 (e) | | | 84,000 | | | | 93,567 | | |
Comstock Resources, Inc., 6.75%, 3/1/29, Callable 3/1/24 @ 103.38 (e) | | | 250,000 | | | | 271,075 | | |
Range Resources Corp., 5.00%, 3/15/23, Callable 12/15/22 @ 100 | | | 100,000 | | | | 102,092 | | |
| | | 703,971 | | |
Financials (6.8%): | |
AmWINS Group, Inc., 4.88%, 6/30/29, Callable 6/30/24 @ 102.44 (e) | | | 150,000 | | | | 151,784 | | |
BCPE Cycle Merger Sub II, Inc., 10.63%, 7/15/27, Callable 7/15/22 @ 105.31 (e) | | | 300,000 | | | | 306,975 | | |
BCPE Ulysses Intermediate, Inc., 7.75%, 4/1/27, Callable 4/1/23 @ 102 (e) | | | 50,000 | | | | 49,625 | | |
Compass Group Diversified Holdings LLC, 5.25%, 4/15/29, Callable 4/15/24 @ 102.63 (e) | | | 200,000 | | | | 210,340 | | |
Gray Escrow II, Inc., 5.38%, 11/15/31, Callable 11/15/26 @ 102.69 (e) (f) | | | 125,000 | | | | 128,530 | | |
Gray Television, Inc., 7.00%, 5/15/27, Callable 5/15/22 @ 105.25 (e) | | | 250,000 | | | | 267,290 | | |
LABL Escrow Issuer LLC, 10.50%, 7/15/27, Callable 7/15/22 @ 105.25 (e) (g) | | | 250,000 | | | | 262,372 | | |
Mozart Debt Merger Sub, Inc., 5.25%, 10/1/29, Callable 10/1/24 @ 102.63 (e) | | | 100,000 | | | | 101,557 | | |
SWF Escrow Issuer Corp., 6.50%, 10/1/29, Callable 10/1/24 @ 103.25 (e) | | | 50,000 | | | | 48,025 | | |
Victors Merger Corp., 6.38%, 5/15/29, Callable 5/15/24 @ 103.19 (e) | | | 200,000 | | | | 187,798 | | |
White Capital Parent LLC, 8.25%, 3/15/26, Callable 3/15/22 @ 102 (e) | | | 150,000 | | | | 153,584 | | |
Wolverine Escrow LLC, 13.13%, 11/15/27, Callable 11/15/22 @ 109.84 (e) (f) | | | 250,000 | | | | 159,510 | | |
| | | 2,027,390 | | |
Health Care (6.5%): | |
Air Methods Corp., 8.00%, 5/15/25, Callable 2/7/22 @ 102 (e) (f) (g) | | | 250,000 | | | | 214,950 | | |
CHS/Community Health Systems, Inc., 6.13%, 4/1/30, Callable 4/1/25 @ 103.06 (e) | | | 300,000 | | | | 296,697 | | |
Ortho-Clinical Diagnostics, Inc./Ortho-Clinical Diagnostics SA, 7.25%, 2/1/28, Callable 2/1/23 @ 103.63 (e) | | | 148,000 | | | | 159,014 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
Radiology Partners, Inc., 9.25%, 2/1/28, Callable 2/1/23 @ 104.63 (e) (g) | | $ | 300,000 | | | $ | 315,183 | | |
Regional Care Hospital Partners Holdings, Inc./LifePoint Health, Inc., 9.75%, 12/1/26, Callable 2/7/22 @ 104.88 (e) | | | 300,000 | | | | 316,524 | | |
Team Health Holdings, Inc., 6.38%, 2/1/25, Callable 1/24/22 @ 101.59 (e) (f) | | | 350,000 | | | | 329,413 | | |
Tenet Healthcare Corp., 6.13%, 10/1/28, Callable 10/1/23 @ 103.06 (e) | | | 300,000 | | | | 316,983 | | |
| | | 1,948,764 | | |
Industrials (15.8%): | |
Ahern Rentals, Inc., 7.38%, 5/15/23, Callable 2/7/22 @ 100 (e) | | | 500,000 | | | | 474,305 | | |
American Airlines, Inc., 11.75%, 7/15/25 (e) | | | 250,000 | | | | 310,815 | | |
American Airlines, Inc./AAdvantage Loyalty IP Ltd. | |
5.50%, 4/20/26 (e) | | | 125,000 | | | | 130,089 | | |
5.75%, 4/20/29 (e) | | | 150,000 | | | | 160,413 | | |
Apex Tool Group LLC/BC Mountain Finance, Inc., 9.00%, 2/15/23, Callable 2/7/22 @ 100 (e) (f) | | | 250,000 | | | | 237,330 | | |
Aramark Services, Inc., 6.38%, 5/1/25, Callable 5/1/22 @ 103.19 (e) | | | 250,000 | | | | 261,295 | | |
Cargo Aircraft Management, Inc., 4.75%, 2/1/28, Callable 2/1/23 @ 102.38 (e) | | | 200,000 | | | | 203,824 | | |
Madison IAQ LLC | |
4.13%, 6/30/28, Callable 6/30/24 @ 102.06 (e) | | | 200,000 | | | | 201,054 | | |
5.88%, 6/30/29, Callable 6/30/24 @ 102.94 (e) | | | 200,000 | | | | 200,020 | | |
Mileage Plus Holdings LLC/Mileage Plus Intellectual Property Assets Ltd., 6.50%, 6/20/27, Callable 6/30/23 @ 103.25 (e) | | | 250,000 | | | | 267,222 | | |
NESCO Holdings II, Inc., 5.50%, 4/15/29, Callable 4/15/24 @ 102.75 (e) | | | 100,000 | | | | 103,410 | | |
Pike Corp., 5.50%, 9/1/28, Callable 9/1/23 @ 102.75 (e) | | | 500,000 | | | | 501,640 | | |
SRS Distribution, Inc., 6.13%, 7/1/29, Callable 7/1/24 @ 103.06 (e) (f) | | | 125,000 | | | | 127,327 | | |
The Hertz Corp., 5.00%, 12/1/29, Callable 12/1/24 @ 102.5 (e) | | | 500,000 | | | | 501,310 | | |
TransDigm, Inc., 4.63%, 1/15/29, Callable 1/15/24 @ 102.31 | | | 500,000 | | | | 498,485 | | |
Triumph Group, Inc., 6.25%, 9/15/24, Callable 2/7/22 @ 101.56 (e) | | | 175,000 | | | | 176,066 | | |
Wabash National Corp., 4.50%, 10/15/28, Callable 10/15/24 @ 102.25 (e) | | | 100,000 | | | | 100,877 | | |
WESCO Distribution, Inc., 7.25%, 6/15/28, Callable 6/15/23 @ 103.63 (e) | | | 250,000 | | | | 274,880 | | |
| | | 4,730,362 | | |
Information Technology (1.6%): | |
Caesars Entertainment, Inc., 8.13%, 7/1/27, Callable 7/1/23 @ 104.06 (e) | | | 250,000 | | | | 276,715 | | |
Veritas U.S., Inc./Veritas Bermuda Ltd., 7.50%, 9/1/25, Callable 2/7/22 @ 103.75 (e) | | | 200,000 | | | | 207,612 | | |
| | | 484,327 | | |
Materials (2.9%): | |
Allegheny Technologies, Inc., 5.13%, 10/1/31, Callable 10/1/26 @ 102.56 | | | 250,000 | | | | 251,708 | | |
CVR Partners LP/CVR Nitrogen Finance Corp., 6.13%, 6/15/28, Callable 6/15/24 @ 103.06 (e) (f) | | | 200,000 | | | | 211,390 | | |
Forterra Finance LLC/FRTA Finance Corp., 6.50%, 7/15/25 (e) | | | 150,000 | | | | 159,097 | | |
Midas OpCo Holdings LLC, 5.63%, 8/15/29, Callable 8/15/24 @ 102.81 (e) | | | 250,000 | | | | 255,835 | | |
| | | 878,030 | | |
Real Estate (0.7%): | |
Adams Homes, Inc., 7.50%, 2/15/25, Callable 2/15/22 @ 103.75 (e) | | | 200,000 | | | | 208,428 | | |
Total Corporate Bonds (Cost $20,161,965) | | | 20,559,516 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares or Principal Amount | | Value | |
Yankee Dollars (5.0%) | |
Energy (0.7%): | |
TechnipFMC PLC, 6.50%, 2/1/26, Callable 2/1/23 @ 103.25 (e) | | $ | 200,000 | | | $ | 213,710 | | |
Health Care (1.0%): | |
Bausch Health Cos., Inc., 6.13%, 4/15/25, Callable 2/7/22 @ 102.04 (e) | | | 313,000 | | | | 319,473 | | |
Industrials (1.4%): | |
Bombardier, Inc., 7.88%, 4/15/27, Callable 4/15/22 @ 103.94 (e) (f) | | | 400,000 | | | | 414,796 | | |
Information Technology (0.7%): | |
ION Trading Technologies Sarl, 5.75%, 5/15/28, Callable 5/15/24 @ 102.88 (e) | | | 200,000 | | | | 206,030 | | |
Materials (1.2%): | |
Titan Acquisition Ltd./Titan Co-Borrower LLC, 7.75%, 4/15/26, Callable 2/7/22 @ 103.88 (e) (g) | | | 250,000 | | | | 254,403 | | |
Trinseo Materials Operating SCA/Trinseo Materials Finance, Inc., 5.13%, 4/1/29, Callable 4/1/24 @ 102.56 (e) | | | 100,000 | | | | 102,195 | | |
| | | 356,598 | | |
Total Yankee Dollars (Cost $1,470,941) | | | 1,510,607 | | |
Collateral for Securities Loaned (11.3%)^ | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Shares, 0.04% (h) | | | 78,976 | | | | 78,976 | | |
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (h) | | | 1,551,107 | | | | 1,551,107 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (h) | | | 39,413 | | | | 39,413 | | |
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (h) | | | 314,268 | | | | 314,268 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (h) | | | 1,413,010 | | | | 1,413,010 | | |
Total Collateral for Securities Loaned (Cost $3,396,774) | | | 3,396,774 | | |
Total Investments (Cost $31,957,386) — 108.1% | | | 32,451,136 | | |
Liabilities in excess of other assets — (8.1)% | | | (2,435,105 | ) | |
NET ASSETS — 100.00% | | $ | 30,016,031 | | |
^ Purchased with cash collateral from securities on loan.
(a) Non-income producing security.
(b) Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2021.
(c) 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.
(d) Security or a portion of the security purchased on a delayed-delivery and/or when-issued basis.
(e) 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 (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of December 31, 2021, the fair value of these securities was $18,767,363 and amounted to 62.5% of net assets.
(f) All or a portion of this security is on loan.
See notes to financial statements.
13
Victory Variable Insurance Funds Victory High Yield VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
(g) The Fund may enter into certain credit agreements all or a portion of which may be unfunded. The Fund is obligated to fund these commitments at the borrower's discretion. At December 31, 2021 the Fund held unfunded or partially unfunded loan commitments of $49,802, which included a $198 unrealized loss.
(g) All or a portion of the security has been segregated as collateral for securities purchased on a delayed-delivery and/or when-issued basis.
(h) Rate disclosed is the daily yield on December 31, 2021.
bps — Basis points
LIBOR — London InterBank Offered Rate
LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2021, based on the last reset date of the security
LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 2021, based on the last reset date of the security
LIBOR06M — 6 Month US Dollar LIBOR, rate disclosed as of December 31, 2021, based on the last reset date of the security
LLC — Limited Liability Company
LP — Limited Partnership
PLC — Public Limited Company
See notes to financial statements.
14
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2021 | |
| | Victory High Yield VIP Series | |
Assets: | |
Investments, at value (Cost $31,957,386) | | $ | 32,451,136 | (a) | |
Cash | | | 1,074,492 | | |
Receivables: | |
Interest and dividends | | | 422,163 | | |
Capital shares issued | | | 23,717 | | |
Investments sold | | | 1,440 | | |
From Adviser | | | 4,165 | | |
Prepaid expenses | | | 60 | | |
Total Assets | | | 33,977,173 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 3,396,774 | | |
Investments purchased | | | 515,000 | | |
Capital shares redeemed | | | 767 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 15,275 | | |
Administration fees | | | 1,578 | | |
Custodian fees | | | 1,502 | | |
Transfer agent fees | | | 9,885 | | |
Compliance fees | | | 18 | | |
Trustees' fees | | | 327 | | |
Other accrued expenses | | | 20,016 | | |
Total Liabilities | | | 3,961,142 | | |
Net Assets: | |
Capital | | | 30,793,129 | | |
Total accumulated earnings/(loss) | | | (777,098 | ) | |
Net Assets | | $ | 30,016,031 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 4,058,860 | | |
Net asset value: | | $ | 7.40 | | |
(a) Includes $3,256,202 of securities on loan.
See notes to financial statements.
15
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2021 | |
| | Victory High Yield VIP Series | |
Investment Income: | |
Dividends | | $ | 4,250 | | |
Interest | | | 1,886,601 | | |
Securities lending (net of fees) | | | 8,480 | | |
Total Income | | | 1,899,331 | | |
Expenses: | |
Investment advisory fees | | | 186,731 | | |
Administration fees | | | 17,172 | | |
Sub-Administration fees | | | 17,000 | | |
Custodian fees | | | 8,798 | | |
Transfer agent fees | | | 41,757 | | |
Trustees' fees | | | 3,958 | | |
Compliance fees | | | 229 | | |
Legal and audit fees | | | 13,807 | | |
Other expenses | | | 17,774 | | |
Total Expenses | | | 307,226 | | |
Expenses waived/reimbursed by Adviser | | | (30,244 | ) | |
Net Expenses | | | 276,982 | | |
Net Investment Income (Loss) | | | 1,622,349 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 719,581 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | (602,913 | ) | |
Net realized/unrealized gains (losses) on investments | | | 116,668 | | |
Change in net assets resulting from operations | | $ | 1,739,017 | | |
See notes to financial statements.
16
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory High Yield VIP Series | |
| | Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 1,622,349 | | | $ | 1,736,559 | | |
Net realized gains (losses) from investments | | | 719,581 | | | | 41,667 | | |
Net change in unrealized appreciation/depreciation on investments | | | (602,913 | ) | | | 380,633 | | |
Change in net assets resulting from operations | | | 1,739,017 | | | | 2,158,859 | | |
Change in net assets resulting from distributions to shareholders | | | (1,738,466 | ) | | | (1,971,688 | ) | |
Change in net assets resulting from capital transactions | | | (103,585 | ) | | | (807,644 | ) | |
Change in net assets | | | (103,034 | ) | | | (620,473 | ) | |
Net Assets: | |
Beginning of period | | | 30,119,065 | | | | 30,739,538 | | |
End of period | | $ | 30,016,031 | | | $ | 30,119,065 | | |
Capital Transactions: | |
Proceeds from shares issued | | | 3,641,373 | | | | 1,973,754 | | |
Distributions reinvested | | | 1,738,466 | | | | 1,971,688 | | |
Cost of shares redeemed | | | (5,483,424 | ) | | | (4,753,086 | ) | |
Change in net assets resulting from capital transactions | | | (103,585 | ) | | | (807,644 | ) | |
Share Transactions: | |
Issued | | | 473,954 | | | | 274,154 | | |
Reinvested | | | 235,884 | | | | 267,529 | | |
Redeemed | | | (711,051 | ) | | | (659,131 | ) | |
Change in Shares | | | (1,213 | ) | | | (117,448 | ) | |
See notes to financial statements.
17
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | | | Investment Activities | | Distributions to Shareholders From | |
| | Net Asset Value, Beginning of Period | | Net Investment Income (Loss)(a) | | Net Realized and Unrealized Gains (Losses) on Investments | | Total from Investment Activities | | Net Investment Income | | Total Distributions | |
Victory High Yield VIP Series | | | |
Year Ended December 31: | |
2021 | | $ | 7.42 | | | | 0.40 | | | | 0.03 | | | | 0.43 | | | | (0.45 | ) | | | (0.45 | ) | |
2020 | | $ | 7.36 | | | | 0.44 | | | | 0.14 | | | | 0.58 | | | | (0.52 | ) | | | (0.52 | ) | |
2019 | | $ | 6.84 | | | | 0.47 | | | | 0.62 | | | | 1.09 | | | | (0.57 | ) | | | (0.57 | ) | |
2018 | | $ | 6.86 | | | | 0.45 | | | | (0.43 | ) | | | 0.02 | | | | (0.04 | ) | | | (0.04 | ) | |
2017 | | $ | 6.63 | | | | 0.42 | | | | 0.24 | | | | 0.66 | | | | (0.43 | ) | | | (0.43 | ) | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.'s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
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 | |
| | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory High Yield VIP Series | |
Year Ended December 31: | |
2021 | | $ | 7.40 | | | | 5.85 | % | | | 0.89 | % | | | 5.21 | % | | | 0.99 | % | | $ | 30,016 | | | | 75 | % | |
2020 | | $ | 7.42 | | | | 7.92 | % | | | 0.89 | % | | | 6.10 | % | | | 1.04 | % | | $ | 30,119 | | | | 91 | % | |
2019 | | $ | 7.36 | | | | 15.89 | % | | | 0.89 | % | | | 6.22 | % | | | 0.99 | % | | $ | 30,739 | | | | 60 | % | |
2018 | | $ | 6.84 | | | | 0.29 | % | | | 0.83 | % | | | 6.38 | % | | | 0.83 | % | | $ | 30,918 | | | | 94 | % | |
2017 | | $ | 6.86 | | | | 9.94 | % | | | 0.79 | % | | | 6.02 | % | | | 0.79 | % | | $ | 37,411 | | | | 173 | % | |
See notes to financial statements.
19
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2021 | |
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 U.S. Generally Accepted Accounting Principles ("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 the 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 December 31, 2021 | |
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 December 31, 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 | | $ | 274,636 | | | $ | — | | | $ | — | | | $ | 274,636 | | |
Senior Secured Loans | | | — | | | | 6,709,603 | | | | — | | | | 6,709,603 | | |
Corporate Bonds | | | — | | | | 20,559,516 | | | | — | | | | 20,559,516 | | |
Yankee Dollars | | | — | | | | 1,510,607 | | | | — | | | | 1,510,607 | | |
Collateral for Securities Loaned | | | 3,396,774 | | | | — | | | | — | | | | 3,396,774 | | |
Total | | $ | 3,671,410 | | | $ | 28,779,726 | | | $ | — | | | $ | 32,451,136 | | |
For the year ended December 31, 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 Payables for Investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 or 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 Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans 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 generally cured 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 and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. 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 Fund effectively does not have control of the non-cash collateral and therefore it is
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
not disclosed on the Fund's Schedule of Portfolio Investments. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays 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. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.
The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.
The following table is a summary of the Fund's securities lending transactions as of December 31, 2021.
Value of Securities on Loan | | Non-Cash Collateral | | Cash Collateral | |
$ | 3,256,202 | | | $ | — | | | $ | 3,396,774 | | |
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.
For the year ended December 31, 2021, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.
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 that Fund, while expenses that 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 an affiliated trust based upon net assets or another appropriate basis.
3. Purchases and Sales:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2021, were as follows:
Excluding U.S. Government Securities | |
Purchases | | Sales | |
$ | 21,633,442 | | | $ | 21,849,801 | | |
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 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 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 year ended December 31, 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 also 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. The tiered rates at which VCM is paid by the Funds are shown in the table below:
Net Assets | |
Up to $15 billion | | $15 billion – $30 billion | | Over $30 billion | |
| 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the year ended December 31, 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 year ended December 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.
The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("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 CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Portfolios, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 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 year ended December 31, 2021, are reflected on the Statement of Operations as Transfer agent fees.
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 year ended December 31, 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 which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of December 31, 2021, the expense limit (excluding voluntary waivers) is 0.89%.
Under the terms of the expense limitation agreement, as 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 December 31, 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 December 31, 2021.
Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 32,348 | | | $ | 43,362 | | | $ | 30,244 | | | $ | 105,954 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund is not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended December 31, 2021.
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
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 issuer's ability to timely meet its debt obligations as they come due.
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. LIBOR has been 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 — The London Interbank Offered Rate ("LIBOR") discontinuation may adversely affect the financial markets generally and the Funds' operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets, and a large portion of the Funds' assets are tied to LIBOR. However, LIBOR has been or will be discontinued as a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.
Non-LIBOR floating-rate obligations, including Secured Overnight Financing Rate ("SOFR")-based obligations, may have returns and values that fluctuate more than those of floating-rate debt obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest-rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.
Various SOFR-based rates, including SOFR-based term rates, and various non-SOFR-based rates are expected to develop in response to the discontinuation of U.S. dollar LIBOR, which may create various risks for the Funds and the financial markets more generally. There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial markets as LIBOR alternatives. Such rates include Ameribor (American Interbank Offered Rate), BSBY (Bloomberg Short-Term Bank Yield Index) and BYI (Bank Yield Index). Unlike forward-looking SOFR-based term rates, such rates are intended to reflect a bank credit spread component.
It is not clear how replacement rates for LIBOR — including SOFR-based rates and non-SOFR-based rates — will develop and to what extent they will be used. There is no assurance that these replacement rates will be suitable substitutes for LIBOR, and thus the substitution of such rates for LIBOR could have an adverse effect on the Funds and the financial markets more generally. Concerns about market
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, which may or may not be similar to the risks relating to SOFR.
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 28, 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 year ended December 31, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) on amounts borrowed. Prior to June 28, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. 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 year ended December 31, 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 reflected on the Statement of Operations under Interfund lending.
The Fund did not utilize or participate in the Facility during the year ended December 31, 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.
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
Net investment losses incurred by the Fund may be reclassified as an offset to capital on the accompanying Statement of Assets and Liabilities.
As of December 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.
The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
Distributions Paid From: | | | | Distributions Paid From: | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 1,738,466 | | | $ | — | | | $ | 1,738,466 | | | $ | 1,971,688 | | | $ | — | | | $ | 1,971,688 | | |
As of December 31, 2021, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Accumulated Earnings | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Loss) | |
$ | 1,678,771 | | | $ | 1,678,771 | | | $ | (2,917,056 | ) | | $ | 461,187 | | | $ | (777,098 | ) | |
* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.
As of December 31, 2021, the Fund had net capital loss carryforwards as summarized in the table below, which are not subject to expiration.
Short-Term Amount | | Long-Term Amount | | Total | |
$ | 406,846 | | | $ | 2,510,210 | | | $ | 2,917,056 | | |
During the tax year ended December 31, 2021, the Fund utilized $681,744 of capital loss carryforwards.
As of December 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 31,989,949 | | | $ | 842,851 | | | $ | (381,664 | ) | | $ | 461,187 | | |
28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory High Yield VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the three years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021, by correspondence with the custodian, counterparties and brokers; when replies were not received from counterparties and brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221583_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2022
29
Victory Variable Insurance Funds | | Supplemental Information December 31, 2021 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently nine Trustees, eight of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their date of birth, their position with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees eight portfolios in the Trust, 41 portfolios in Victory Portfolios, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 46 portfolios of the USAA Mutual Funds Trust. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D. T. Andrews, Born April 1947 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Trustee, Carlyle Secured Lending III (since 2021). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015) | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | None. | |
30
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016- September 2017). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012). | |
Leigh A. Wilson, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.; Chairman and Chief Executive Officer (since 2019), Victory Capital Transfer Agency, Inc. | | Trustee, USAA Mutual Funds Trust; Board Member, Victory Capital Services, Inc. | |
* The Board has designated Ms. Beard and Mr. Meyer as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
31
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser; Chief Operating Officer, Victory Capital Services, Inc. (since 2020); Vice President, Victory Capital Transfer Agency, Inc. (since 2019). | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, Born March 1984 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Sean Fox, Born September 1976 | | Deputy Chief Compliance Officer | | July 2021 | | Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019). | |
Chuck Booth, Born April 1960 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
32
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 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 are 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 July 1, 2021, through December 31, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 7/1/21 | | Actual Ending Account Value 12/31/21 | | Hypothetical Ending Account Value 12/31/21 | | Actual Expenses Paid During Period 7/1/21-12/31/21* | | Hypothetical Expenses Paid During Period 7/1/21-12/31/21* | | Annualized Expense Ratio During Period 7/1/21-12/31/21 | |
$ | 1,000.00 | | | $ | 1,009.50 | | | $ | 1,020.72 | | | $ | 4.51 | | | $ | 4.53 | | | | 0.89 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
33
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Additional Federal Income Tax Information
For the year ended December 31, 2021, the Fund paid qualified dividend income for the purposes of reduced individual federal income tax rates of less than 1%.
Dividends qualified for corporate dividends received deductions of less than 1%.
34
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreements
The Board approved the advisory agreement with the Adviser, on behalf of the Fund (the "Advisory Agreement"), and the sub-advisory agreement between the Adviser and Park Avenue Institutional Advisers LLC (the "Sub-Adviser"), on behalf of the Fund (the "Sub-Advisory Agreement" and together with the Advisory Agreement, the "Agreements"), at a meeting, which was called for that purpose, on November 30, 2021. The Board also considered information relating to the Fund and the Agreements provided throughout the year and, more specifically, at the meetings on October 19, 2021, and November 30, 2021. In considering whether to approve the Agreements, the Board requested, and the Adviser and provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund and independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by a consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser and Sub-Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk, liquidity and valuation of portfolio securities, and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's (or the Sub-Adviser's) operations.
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreements should be continued. The Board reviewed numerous factors with respect to the Fund, including the services to be provided by the Sub-Adviser. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows (acknowledging that economies of scale can be complex to assess and typically are not directly measurable);
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board also considered a memorandum that it requested the Adviser to prepare that addressed the Fund's total net expense ratio that ranked within the fourth quartile (most expensive) in relation to its peers as evaluated
35
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
by a consultant. The Adviser reviewed additional relevant circumstances, which included, among other things, the Fund's performance, and small or decreasing assets.
In considering whether the compensation paid to the Sub-Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Sub-Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The fees payable for the services;
• Representations by the Adviser that the sub-advisory fee for the Fund is within the range of fees agreed to in the market for similar services;
• Whether the fee would be sufficient to enable the Sub-Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• Research and other service benefits received by the Sub-Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Sub-Adviser as a result of its sub-advisory relationship with the Fund;
• The capabilities and financial condition of the Sub-Adviser;
• The nature, quality and extent of the oversight and compliance services provided by the Adviser;
• The historical relationship between the Fund and the Sub-Adviser; and
• Current economic and industry trends.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. The Board retained a consultant to provide comparative information about fees and performance. The Board met with the consultant to review its inputs and methodologies, among other things. The Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by the consultant and a peer group of funds with similar investment strategies selected by that consultant from the universe. The Board reviewed the factors and methodology used by the consultant in the selection of the Fund's peer group, including the consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which would be a structure that results in reduced fees as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board considered information concerning the fee paid to the Sub-Adviser under the Sub-Advisory Agreement. The Board considered the relative roles and responsibilities of the Adviser and the Sub-Adviser with respect to the Fund and noted that, among other things: (1) the sub-advisory fees for the Fund are paid by the Adviser and, therefore, are not a direct expense of the Fund; and (2) the Adviser supervises the Sub-Adviser. The Board also considered the Adviser's representation that the fees to be paid to the Sub-Adviser are within the range of sub-advisory fees paid to other sub-advisers for similar services. The Board reviewed fees and other information related to the Sub-Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts. The Board recognized that because
36
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
the sub-advisory fees are paid by the Adviser, any arrangement by the Sub-Adviser to either increase or reduce its fee would have no direct impact on the Fund or its shareholders.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.
The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2021, to that of the median performance of the Fund's peer group and benchmark index and considered the fact that the Fund outperformed both the benchmark index and the peer group median for all of the periods reviewed.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
Based on its review of the information requested and provided, and following extended discussions, the Board concluded, among other things, that the Sub-Advisory Agreement, with respect to Fund, was consistent with the best interests of the Fund and its shareholders and unanimously approved the Sub-Advisory Agreement
37
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
(including the fees to be charged for services thereunder), on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Sub-Adviser under the Sub-Advisory Agreement in light of the investment advisory services provided, the costs of these services and the estimated profitability of the Sub-Adviser's relationship with the Fund;
• The nature, quality and extent of the investment advisory services provided by the portfolio management team of the Sub-Adviser which have resulted in each Fund achieving its stated investment objective;
• The Sub-Adviser's representations regarding its staffing and capabilities to manage the Fund; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Sub-Adviser.
38
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221583_za007.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221584_aa001.jpg)
December 31, 2021
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 Capital website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Shareholder Letter (Unaudited) | | | 3 | | |
Manager's Commentary/Investment Overview (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 6 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 7 | | |
Schedule of Portfolio Investments | | | 8 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 14 | | |
Statement of Operations | | | 15 | | |
Statements of Changes in Net Assets | | | 16 | | |
Financial Highlights | | | 18 | | |
Notes to Financial Statements | | | 20 | | |
Report of Independent Registered Public Accounting Firm | | | 28 | | |
Supplemental Information (Unaudited) | |
Trustee and Officer Information | | | 29 | | |
Proxy Voting and Portfolio Holdings Information | | | 32 | | |
Expense Example | | | 32 | | |
Additional Federal Income Tax Information | | | 33 | | |
Advisory Contract Renewal | | | 34 | | |
Privacy Policy (inside back cover) | | | |
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-CSR/0001104659-22-027265/j2221584_ba002.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
Another year has passed, but unfortunately the pandemic endures. Yet, looking back on the year ended 2021, it is evident that financial markets have endured as well, despite stiff headwinds — including new COVID-19 variants; disruption among global supply chains; uncomfortable inflation readings; and the fear of rising interest rates.
Through it all, the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again registered a positive annual total return (that makes it 12 out of the past 13 years). This was largely driven by a U.S. economy that bounced back quickly after what was effectively a global economic shutdown in 2020, and we witnessed robust earnings growth across many sectors thanks in no small part to continued fiscal stimulus and accommodative monetary policy. Underlying this positive performance were interesting differences among investment styles and market capitalizations. For example, growth-oriented investments outperformed value within large-caps but underperformed within both mid-caps and small-caps (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for higher interest rates next year?
There were other notable subplots to 2021. Early in the year we watched in disbelief as "meme stocks" — a few names that gained massive notoriety on social media platforms — went on stomach-churning roller coaster rides. Also, intriguing was how the biotech sector struggled mightily despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, while crypto assets captivated investors. Now we're all watching how crypto's underlying blockchain technologies might disrupt business-as-usual across industries in the years ahead. These were just a few of the highlights of the past year.
Through all the twists and turns, the S&P 500® Index registered an impressive annual total return of nearly 29% for the 12-month period ended December 31, 2021. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 59 basis points (a basis point is 1/100th of a percentage point), reflecting substantial fiscal stimuli and the U.S. Federal Reserve's (the "Fed") accommodative monetary stance (recently). At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 1.52%.
Despite the resiliency of financial markets, we fully acknowledge that the volatility and unusual events of recent years may have made investors uneasy at times. However, this simply underscores why it's important for investors to remain calm and unemotional in the face of market turmoil. A long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerance are some of the key ingredients for staying the course and progressing on your investment goals.
Of course, no one knows for certain what 2022 will bring. We are already facing a potential end to the Fed's accommodative monetary policies and the various forms of fiscal stimuli that helped revive the economy from the depths of the pandemic-induced market downturn. By all accounts, the Fed appears ready to raise short-term
3
interest rates, perhaps as early as the end of the first quarter, though any move will certainly be data dependent, and some are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. There will likely be new headwinds, some yet to be identified.
Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at our investment franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.
On the following pages, you will find information relating to your Victory Funds investment, brought to you by Victory Capital. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863 or visit our website at www.vcm.com.
From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221584_bc003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory RS International VIP Series
Manager's Commentary
(Unaudited)
What were the market conditions during the reporting period?
International equities (as measured by the MSCI EAFE Index (the "Index")) returned 11.26% over the year ended December 31, 2021, despite the emergence of new COVID-19 variants and rising prices for food, fuel, and consumer goods across the globe. Value-oriented stocks and smaller-cap stocks led market returns earlier in the year, as investors deployed capital into segments likely to benefit from an economic recovery. Developed economies with stronger COVID-19 vaccination programs tended to do better in the second quarter of 2021, though emerging markets also advanced on improving economic outlooks. Markets declined in the third quarter of 2021 as global supply chain constraints, surging virus cases and inflation fears slowed economic recovery. The emergence of the highly contagious COVID-19 Omicron variant and the prospect of tightening monetary policy briefly paused international equities' upward trajectory in November, but markets proved resilient, closing the final quarter of 2021 up 2.69% despite growing virus caseloads, persistent inflation, and continued supply bottlenecks.
How did Victory RS International VIP Series (the "Fund") perform during the reporting period?
The Fund returned 14.37% for the fiscal year ended December 31, 2021, outperforming the Index, which returned 11.26% during the reporting period.
What strategies did you employ during the reporting period?
We employ a blended investment approach that relies on both rigorous quantitative techniques and experienced analyst judgement. At the heart of the investment process is our proprietary QVS (Quality, Value and Sentiment) Model (the "Model"), which is designed to identify companies that have the potential to consistently create shareholder value, are reasonably valued, and exhibit favorable market sentiment. The Model helps us focus our resources, as we conduct additional research only on companies with the strongest Model recommendations. Making correct macro allocation calls can be immensely challenging, therefore we do not forecast regional performance and seek to remain sector- and region-neutral in constructing our portfolios. In our view, stock selection can be far more impactful to Fund performance than allocation.
The Fund's active return to the Index was aided by positive stock selection in several economic sectors, including Industrials, Consumer Staples, and Materials. An overweight to the weaker Communication Services sector detracted from relative performance, as did the Fund's allocation to cash. From a regional perspective, Fund investments in Japan, the United Kingdom, and Europe contributed the most to relative performance. Country-level contributors included the Netherlands and Norway, while detractors included Switzerland and Italy.
Nippon Yusen KK, a global logistics and transport company based in Japan was the Fund's top contributor to relative performance for the year. Other key contributors included Capgemini SE, a technology and consulting services multinational based in France, and ASM International NV, a semiconductor equipment provider based in the Netherlands. Individual detractors from relative performance included Japanese software firm Oracle Corporation Japan, and Capcom Co., Ltd., a video game developer also based in Japan. In addition, the Fund lost relative performance from not owning ASML Holding NV, a semiconductor equipment provider based in the Netherlands that performed well within the Index.
5
Victory Variable Insurance Funds
Victory RS International VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2021
| | Class I | | | |
INCEPTION DATE | | 2/8/91 | | | |
| | Net Asset Value | | MSCI EAFE Index1 | |
One Year | | | 14.37 | % | | | 11.26 | % | |
Three Year | | | 14.26 | % | | | 13.54 | % | |
Five Year | | | 10.87 | % | | | 9.55 | % | |
Ten Year | | | 8.73 | % | | | 8.03 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower. 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.
Victory RS International VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221584_bc004.jpg)
1The MSCI EAFE Index is an equity index that captures large-cap and mid-cap representation across Developed Markets countries around the world. This index does not include the effect of commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.
Past performance is not indicative of future results.
6
Victory Variable Insurance Funds Victory RS International VIP Series | | December 31, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund seeks to provide long-term capital appreciation.
Top 10 Holdings*:
December 31, 2021
(% of Net Assets)
Nestle SA | | | 4.4 | % | |
Roche Holding AG | | | 3.6 | % | |
LVMH Moet Hennessy Louis Vuitton SE | | | 3.2 | % | |
Toyota Motor Corp. | | | 3.1 | % | |
Siemens AG | | | 2.7 | % | |
SAP SE | | | 2.2 | % | |
Diageo PLC | | | 2.1 | % | |
Capgemini SE | | | 2.0 | % | |
Atlas Copco AB | | | 2.0 | % | |
Allianz SE | | | 2.0 | % | |
Sector Allocation*:
December 31, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221584_bc005.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.
7
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments December 31, 2021 | |
Security Description | | Shares | | Value | |
Common Stocks (98.0%) | |
Australia (6.1%): | |
Consumer Discretionary (1.1%): | |
Aristocrat Leisure Ltd. | | | 50,567 | | | $ | 1,603,784 | | |
Financials (1.2%): | |
Macquarie Group Ltd. | | | 11,940 | | | | 1,784,486 | | |
Health Care (1.4%): | |
CSL Ltd. | | | 10,167 | | | | 2,149,880 | | |
Materials (1.4%): | |
BHP Group Ltd. (a) | | | 68,911 | | | | 2,080,113 | | |
Real Estate (1.0%): | |
Scentre Group | | | 675,847 | | | | 1,554,383 | | |
| | | 9,172,646 | | |
Belgium (1.0%): | |
Information Technology (1.0%): | |
Melexis NV | | | 12,986 | | | | 1,547,228 | | |
China (1.2%): | |
Communication Services (0.7%): | |
Tencent Holdings Ltd. | | | 17,300 | | | | 1,009,507 | | |
Financials (0.5%): | |
China Merchants Bank Co. Ltd., Class H | | | 100,500 | | | | 781,873 | | |
| | | 1,791,380 | | |
Denmark (1.5%): | |
Consumer Discretionary (0.5%): | |
Pandora A/S | | | 5,979 | | | | 743,830 | | |
Consumer Staples (1.0%): | |
Royal Unibrew A/S | | | 13,409 | | | | 1,508,479 | | |
| | | 2,252,309 | | |
France (9.2%): | |
Consumer Discretionary (4.3%): | |
La Francaise des Jeux SAEM (b) | | | 36,357 | | | | 1,611,111 | | |
LVMH Moet Hennessy Louis Vuitton SE | | | 5,853 | | | | 4,836,670 | | |
| | | 6,447,781 | | |
Energy (0.5%): | |
Gaztransport Et Technigaz SA | | | 7,127 | | | | 664,925 | | |
Industrials (0.7%): | |
Safran SA | | | 8,678 | | | | 1,062,291 | | |
Information Technology (2.0%): | |
Capgemini SE | | | 12,455 | | | | 3,052,198 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Materials (1.7%): | |
Arkema SA | | | 18,314 | | | $ | 2,584,686 | | |
| | | 13,811,881 | | |
Germany (8.0%): | |
Consumer Discretionary (1.1%): | |
Volkswagen AG, Preference Shares | | | 7,976 | | | | 1,602,097 | | |
Financials (2.0%): | |
Allianz SE, Registered Shares | | | 12,489 | | | | 2,945,369 | | |
Industrials (2.7%): | |
Siemens AG, Registered Shares | | | 23,624 | | | | 4,091,366 | | |
Information Technology (2.2%): | |
SAP SE | | | 23,614 | | | | 3,323,116 | | |
| | | 11,961,948 | | |
Hong Kong (2.9%): | |
Financials (1.5%): | |
AIA Group Ltd. | | | 220,000 | | | | 2,220,498 | | |
Real Estate (1.4%): | |
CK Asset Holdings Ltd. | | | 350,000 | | | | 2,207,859 | | |
| | | 4,428,357 | | |
Italy (4.0%): | |
Health Care (1.3%): | |
Recordati Industria Chimica e Farmaceutica SpA | | | 30,344 | | | | 1,948,334 | | |
Utilities (2.7%): | |
Enel SpA | | | 285,852 | | | | 2,285,486 | | |
Snam SpA | | | 282,027 | | | | 1,698,541 | | |
| | | 3,984,027 | | |
| | | 5,932,361 | | |
Japan (22.2%): | |
Communication Services (1.7%): | |
Capcom Co. Ltd. | | | 49,400 | | | | 1,163,639 | | |
Kakaku.com, Inc. | | | 53,900 | | | | 1,441,174 | | |
| | | 2,604,813 | | |
Consumer Discretionary (4.2%): | |
Toyota Motor Corp. | | | 252,600 | | | | 4,669,515 | | |
ZOZO, Inc. | | | 51,400 | | | | 1,602,938 | | |
| | | 6,272,453 | | |
Consumer Staples (1.1%): | |
Toyo Suisan Kaisha Ltd. | | | 38,200 | | | | 1,619,901 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Financials (2.6%): | |
JAFCO Group Co. Ltd. | | | 13,200 | | | $ | 759,548 | | |
Mitsubishi UFJ Financial Group, Inc. | | | 322,500 | | | | 1,755,440 | | |
Tokio Marine Holdings, Inc. | | | 25,700 | | | | 1,430,959 | | |
| | | 3,945,947 | | |
Health Care (3.3%): | |
Hoya Corp. | | | 19,800 | | | | 2,938,669 | | |
Shionogi & Co. Ltd. | | | 28,800 | | | | 2,026,327 | | |
| | | 4,964,996 | | |
Industrials (4.7%): | |
en Japan, Inc. | | | 32,200 | | | | 910,145 | | |
Fuji Electric Co. Ltd. | | | 52,600 | | | | 2,873,940 | | |
Nippon Yusen KK | | | 19,200 | | | | 1,464,311 | | |
OKUMA Corp. | | | 17,300 | | | | 770,067 | | |
Sanwa Holdings Corp. | | | 99,000 | | | | 1,057,304 | | |
| | | 7,075,767 | | |
Information Technology (3.2%): | |
Fujitsu Ltd. | | | 13,600 | | | | 2,337,248 | | |
Oracle Corp. | | | 9,600 | | | | 729,472 | | |
Ulvac, Inc. | | | 27,000 | | | | 1,689,222 | | |
| | | 4,755,942 | | |
Real Estate (0.7%): | |
Sumitomo Realty & Development Co. Ltd. | | | 33,800 | | | | 996,625 | | |
Utilities (0.7%): | |
Chubu Electric Power Co., Inc. | | | 105,600 | | | | 1,115,596 | | |
| | | 33,352,040 | | |
Netherlands (5.4%): | |
Communication Services (1.2%): | |
Koninklijke KPN NV | | | 583,700 | | | | 1,809,669 | | |
Financials (1.6%): | |
ING Groep NV | | | 176,934 | | | | 2,459,687 | | |
Industrials (1.4%): | |
Wolters Kluwer NV | | | 17,766 | | | | 2,090,882 | | |
Information Technology (1.2%): | |
ASM International NV | | | 4,092 | | | | 1,806,114 | | |
| | | 8,166,352 | | |
New Zealand (0.7%): | |
Health Care (0.7%): | |
Fisher & Paykel Healthcare Corp. Ltd. | | | 48,621 | | | | 1,088,969 | | |
Norway (1.8%): | |
Energy (0.5%): | |
Aker BP ASA | | | 24,395 | | | | 750,424 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Financials (1.3%): | |
SpareBank 1 SMN | | | 114,640 | | | $ | 1,935,793 | | |
| | | 2,686,217 | | |
Spain (1.4%): | |
Communication Services (0.0%): (c) | |
Telefonica SA (a) | | | 15,376 | | | | 66,667 | | |
Financials (1.4%): | |
Banco Bilbao Vizcaya Argentaria SA | | | 345,968 | | | | 2,051,741 | | |
| | | 2,118,408 | | |
Sweden (2.7%): | |
Industrials (2.7%): | |
Atlas Copco AB, Class B | | | 51,927 | | | | 3,051,287 | | |
Nibe Industrier AB, Class B | | | 65,073 | | | | 983,597 | | |
| | | 4,034,884 | | |
Switzerland (13.8%): | |
Consumer Staples (5.3%): | |
Coca-Cola HBC AG | | | 40,395 | | | | 1,398,441 | | |
Nestle SA, Registered Shares | | | 46,845 | | | | 6,542,527 | | |
| | | 7,940,968 | | |
Financials (2.3%): | |
Partners Group Holding AG | | | 1,049 | | | | 1,732,269 | | |
UBS Group AG | | | 95,249 | | | | 1,710,216 | | |
| | | 3,442,485 | | |
Health Care (5.3%): | |
Novartis AG, Registered Shares | | | 28,819 | | | | 2,533,218 | | |
Roche Holding AG | | | 12,986 | | | | 5,389,163 | | |
| | | 7,922,381 | | |
Industrials (0.9%): | |
Adecco Group AG | | | 26,648 | | | | 1,358,359 | | |
| | | 20,664,193 | | |
United Kingdom (16.1%): | |
Communication Services (0.8%): | |
ITV PLC (d) | | | 833,180 | | | | 1,252,559 | | |
Consumer Discretionary (1.0%): | |
Next PLC | | | 13,399 | | | | 1,481,705 | | |
Consumer Staples (3.1%): | |
Diageo PLC | | | 58,229 | | | | 3,183,164 | | |
Imperial Brands PLC | | | 66,769 | | | | 1,462,968 | | |
| | | 4,646,132 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Energy (3.2%): | |
BP PLC | | | 565,228 | | | $ | 2,532,122 | | |
Royal Dutch Shell PLC, Class A | | | 101,333 | | | | 2,220,256 | | |
| | | 4,752,378 | | |
Financials (2.3%): | |
Close Brothers Group PLC | | | 46,907 | | | | 894,490 | | |
Intermediate Capital Group PLC | | | 43,664 | | | | 1,300,113 | | |
Legal & General Group PLC | | | 328,425 | | | | 1,326,040 | | |
| | | 3,520,643 | | |
Health Care (0.5%): | |
CVS Group PLC | | | 27,068 | | | | 822,448 | | |
Industrials (1.5%): | |
Ashtead Group PLC | | | 28,044 | | | | 2,260,351 | | |
Materials (3.7%): | |
Croda International PLC | | | 19,993 | | | | 2,737,981 | | |
Evraz PLC | | | 82,954 | | | | 678,096 | | |
Rio Tinto PLC | | | 31,971 | | | | 2,107,992 | | |
| | | 5,524,069 | | |
| | | 24,260,285 | | |
Total Common Stocks (Cost $110,344,920) | | | 147,269,458 | | |
Exchange-Traded Funds (0.1%) | |
United States (0.1%): | |
iShares MSCI EAFE ETF | | | 1,927 | | | | 151,616 | | |
Total Exchange-Traded Funds (Cost $139,450) | | | 151,616 | | |
Collateral for Securities Loaned (0.0%)^ (c) | |
United States (0.0%): | |
BlackRock Liquidity Funds TempFund, Institutional Shares, 0.04% (e) | | | 507 | | | | 507 | | |
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (e) | | | 9,963 | | | | 9,963 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (e) | | | 253 | | | | 253 | | |
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (e) | | | 2,019 | | | | 2,019 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (e) | | | 9,076 | | | | 9,076 | | |
Total Collateral for Securities Loaned (Cost $21,818) | | | 21,818 | | |
Total Investments (Cost $110,506,188) — 98.1% | | | 147,442,892 | | |
Other assets in excess of liabilities — 1.9% | | | 2,812,282 | | |
NET ASSETS — 100.00% | | $ | 150,255,174 | | |
^ Purchased with cash collateral from securities on loan.
(a) All or a portion of this security is on loan.
See notes to financial statements.
12
Victory Variable Insurance Funds Victory RS International VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
(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 (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of December 31, 2021, the fair value of these securities was $1,611,111 and amounted to 1.1% of net assets.
(c) Amount represents less than 0.05% of net assets.
(d) Non-income producing security.
(e) Rate disclosed is the daily yield on December 31, 2021.
ETF — Exchange-Traded Fund
PLC — Public Limited Company
See notes to financial statements.
13
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2021 | |
| | Victory RS International VIP Series | |
Assets: | |
Investments, at value (Cost $110,506,188) | | $ | 147,442,892 | (a) | |
Foreign currency, at value (Cost $73,543) | | | 73,990 | | |
Cash | | | 2,072,596 | | |
Receivables: | |
Interest and dividends | | | 28,388 | | |
Capital shares issued | | | 9,173 | | |
Reclaims | | | 787,364 | | |
From Adviser | | | 77,400 | | |
Prepaid expenses | | | 281 | | |
Total Assets | | | 150,492,084 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 21,818 | | |
Capital shares redeemed | | | 8,027 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 100,414 | | |
Administration fees | | | 7,804 | | |
Custodian fees | | | 7,498 | | |
Transfer agent fees | | | 63,395 | | |
Compliance fees | | | 88 | | |
Trustees' fees | | | 324 | | |
Other accrued expenses | | | 27,542 | | |
Total Liabilities | | | 236,910 | | |
Net Assets: | |
Capital | | | 104,410,015 | | |
Total accumulated earnings/(loss) | | | 45,845,159 | | |
Net Assets | | $ | 150,255,174 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 7,774,318 | | |
Net asset value: | | $ | 19.33 | | |
(a) Includes $86,698 of securities on loan.
See notes to financial statements.
14
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2021 | |
| | Victory RS International VIP Series | |
Investment Income: | |
Dividends | | $ | 5,058,954 | | |
Interest | | | 98 | | |
Securities lending (net of fees) | | | 12,414 | | |
Foreign tax withholding | | | (559,420 | ) | |
Total Income | | | 4,512,046 | | |
Expenses: | |
Investment advisory fees | | | 1,224,615 | | |
Administration fees | | | 84,466 | | |
Sub-Administration fees | | | 17,000 | | |
Custodian fees | | | 54,903 | | |
Transfer agent fees | | | 84,409 | | |
Trustees' fees | | | 11,637 | | |
Compliance fees | | | 1,119 | | |
Legal and audit fees | | | 20,328 | | |
Interest fees | | | 264 | | |
Other expenses | | | 40,594 | | |
Total Expenses | | | 1,539,335 | | |
Expenses waived/reimbursed by Adviser | | | (115,399 | ) | |
Net Expenses | | | 1,423,936 | | |
Net Investment Income (Loss) | | | 3,088,110 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities and foreign currency transactions | | | 10,725,308 | | |
Net change in unrealized appreciation/depreciation on investment securities and foreign currency translations | | | 6,751,760 | | |
Net realized/unrealized gains (losses) on investments | | | 17,477,068 | | |
Change in net assets resulting from operations | | $ | 20,565,178 | | |
See notes to financial statements.
15
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS International VIP Series | |
| | Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 3,088,110 | | | $ | 2,693,526 | | |
Net realized gains (losses) from investments | | | 10,725,308 | | | | 2,307,844 | | |
Net change in unrealized appreciation/depreciation on investments | | | 6,751,760 | | | | 3,006,295 | | |
Change in net assets resulting from operations | | | 20,565,178 | | | | 8,007,665 | | |
Change in net assets resulting from distributions to shareholders | | | (5,959,356 | ) | | | (7,693,180 | ) | |
Change in net assets resulting from capital transactions | | | (12,133,257 | ) | | | (1,566,021 | ) | |
Change in net assets | | | 2,472,565 | | | | (1,251,536 | ) | |
Net Assets: | |
Beginning of period | | | 147,782,609 | | | | 149,034,145 | | |
End of period | | $ | 150,255,174 | | | $ | 147,782,609 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 3,983,473 | | | $ | 8,248,594 | | |
Distributions reinvested | | | 5,959,356 | | | | 7,693,180 | | |
Cost of shares redeemed | | | (22,076,086 | ) | | | (17,507,795 | ) | |
Change in net assets resulting from capital transactions | | $ | (12,133,257 | ) | | $ | (1,566,021 | ) | |
Share Transactions: | |
Issued | | | 203,842 | | | | 519,213 | | |
Reinvested | | | 309,776 | | | | 439,797 | | |
Redeemed | | | (1,136,496 | ) | | | (1,089,531 | ) | |
Change in Shares | | | (622,878 | ) | | | (130,521 | ) | |
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 | |
Victory RS International VIP Series | | | |
Year Ended December 31: | |
2021 | | $ | 17.60 | | | | 0.39 | | | | 2.13 | | | | 2.52 | | | | (0.37 | ) | | | (0.42 | ) | |
2020 | | $ | 17.48 | | | | 0.32 | | | | 0.75 | | | | 1.07 | | | | (0.45 | ) | | | (0.50 | ) | |
2019 | | $ | 15.47 | | | | 0.43 | | | | 3.09 | | | | 3.52 | | | | (0.39 | ) | | | (1.12 | ) | |
2018 | | $ | 17.64 | | | | 0.38 | | | | (2.26 | ) | | | (1.88 | ) | | | (0.15 | ) | | | (0.14 | ) | |
2017 | | $ | 14.31 | | | | 0.31 | | | | 3.36 | | | | 3.67 | | | | (0.34 | ) | | | — | | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.'s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
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 | |
| | Total Distributions | | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory RS International VIP Series | |
Year Ended December 31: | |
2021 | | | (0.79 | ) | | $ | 19.33 | | | | 14.37 | % | | | 0.93 | % | | | 2.02 | % | | | 1.01 | % | | $ | 150,255 | | | | 35 | % | |
2020 | | | (0.95 | ) | | $ | 17.60 | | | | 6.24 | % | | | 0.93 | % | | | 2.02 | % | | | 0.98 | % | | $ | 147,783 | | | | 54 | % | |
2019 | | | (1.51 | ) | | $ | 17.48 | | | | 22.79 | % | | | 0.93 | % | | | 2.49 | % | | | 0.96 | % | | $ | 149,034 | | | | 32 | % | |
2018 | | | (0.29 | ) | | $ | 15.47 | | | | (10.66 | )% | | | 0.93 | % | | | 2.20 | % | | | 0.94 | % | | $ | 142,524 | | | | 44 | % | |
2017 | | | (0.34 | ) | | $ | 17.64 | | | | 25.68 | % | | | 0.93 | % | | | 1.93 | % | | | 0.95 | % | | $ | 181,518 | | | | 57 | % | |
See notes to financial statements.
19
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2021 | |
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 U.S. Generally Accepted Accounting Principles ("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 the 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 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
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 December 31, 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 | | $ | — | | | $ | 147,269,458 | | | $ | — | | | $ | 147,269,458 | | |
Exchange-Traded Funds | | | 151,616 | | | | — | | | | — | | | | 151,616 | | |
Collateral for Securities Loaned | | | 21,818 | | | | — | | | | — | | | | 21,818 | | |
Total | | $ | 173,434 | | | $ | 147,269,458 | | | $ | — | | | $ | 147,442,892 | | |
For the year ended December 31, 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.
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.
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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. For the year ended December 31, 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 or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.
Withholding taxes on interest, dividends, and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
Securities Lending:
The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans 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 generally cured 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 and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. 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 Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays Citibank various fees in connection with the investment of cash collateral and fees based on the investment income received from securities lending
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
activities. Securities lending income (net of these fees) is disclosed on the Statement of Operations. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.
The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.
The following table is a summary of the Fund's securities lending transactions as of December 31, 2021.
Value of Securities on Loan | | Non-Cash Collateral | | Cash Collateral | |
$ | 86,698 | | | $ | — | | | $ | 21,818 | (a) | |
(a) The Fund's cash collateral was under collateralized by $66,527 from December 29, 2021 through the end of the financial reporting period related to a corporate action that was incorrectly processed.
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 are disclosed as Net realized gains (losses) from investment securities and foreign currency transactions 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.
For the year ended December 31, 2021, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.
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 that Fund, while expenses that 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 an affiliated trust based upon net assets or another appropriate basis.
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
3. Purchases and Sales:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2021, were as follows:
Excluding U.S. Government Securities | |
Purchases | | Sales | |
$ | 52,341,376 | | | $ | 68,020,926 | | |
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 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 year ended December 31, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM also 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. The tiered rates at which VCM is paid by the Funds are shown in the table below:
Net Assets | |
Up to $15 billion | | $15 billion – $30 billion | | Over $30 billion | |
| 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the year ended December 31, 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 year ended December 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.
The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("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 CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Portfolios, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 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 year ended December 31, 2021, are reflected on the Statement of Operations as Transfer agent fees.
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 year ended December 31, 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 which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of December 31, 2021, the expense limit (excluding voluntary waivers) is 0.93%.
Under the terms of the expense limitation agreement, as 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 December 31, 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 December 31, 2021.
Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 37,537 | | | $ | 67,482 | | | $ | 115,399 | | | $ | 220,418 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund is not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended December 31, 2021.
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.
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 28, 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 year ended December 31, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) on amounts borrowed. Prior to June 28, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. 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 year ended December 31, 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
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 reflected on the Statement of Operations under Interfund lending.
The Fund did not utilize or participate in the Facility during the year ended December 31, 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.
As of December 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.
The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
Distributions paid from | | | | Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 2,772,083 | | | $ | 3,187,273 | | | $ | 5,959,356 | | | $ | 3,686,535 | | | $ | 4,006,645 | | | $ | 7,693,180 | | |
As of December 31, 2021, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Loss) | |
$ | 5,107,510 | | | $ | 7,591,044 | | | $ | 12,698,554 | | | $ | 33,146,605 | | | $ | 45,845,159 | | |
* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales and passive foreign investment companies.
As of December 31, 2021, the Fund had no capital loss carryforwards for federal income tax purposes.
As of December 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 114,322,875 | | | $ | 39,646,700 | | | $ | (6,526,683 | ) | | $ | 33,120,017 | | |
27
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory RS International VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the three years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221584_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2022
28
Victory Variable Insurance Funds | | Supplemental Information December 31, 2021 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently nine Trustees, eight of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their date of birth, their position with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees eight portfolios in the Trust, 41 portfolios in Victory Portfolios, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 46 portfolios of the USAA Mutual Funds Trust. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D. T. Andrews, Born April 1947 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Trustee, Carlyle Secured Lending III (since 2021). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015) | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | None. | |
29
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016- September 2017). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012). | |
Leigh A. Wilson, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.; Chairman and Chief Executive Officer (since 2019), Victory Capital Transfer Agency, Inc. | | Trustee, USAA Mutual Funds Trust; Board Member, Victory Capital Services, Inc. | |
* The Board has designated Ms. Beard and Mr. Meyer as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
30
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser; Chief Operating Officer, Victory Capital Services, Inc. (since 2020); Vice President, Victory Capital Transfer Agency, Inc. (since 2019). | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, Born March 1984 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Sean Fox, Born September 1976 | | Deputy Chief Compliance Officer | | July 2021 | | Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019). | |
Chuck Booth, Born April 1960 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
31
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 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 are 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 July 1, 2021, through December 31, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 7/1/21 | | Actual Ending Account Value 12/31/21 | | Hypothetical Ending Account Value 12/31/21 | | Actual Expenses Paid During Period 7/1/21-12/31/21* | | Hypothetical Expenses Paid During Period 7/1/21-12/31/21* | | Annualized Expense Ratio During Period 7/1/21-12/31/21 | |
$ | 1,000.00 | | | $ | 1,027.00 | | | $ | 1,020.52 | | | $ | 4.75 | | | $ | 4.74 | | | | 0.93 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (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 December 31, 2021 | |
(Unaudited)
Additional Federal Income Tax Information
For the year ended December 31, 2021, the Fund paid qualified dividend income for the purposes of reduced individual federal income tax rates of 94%.
For the year ended December 31, 2021, the Fund designated long-term capital gain distributions in the amount of $3,187,273.
The Fund intends to elect to pass through to shareholders the income tax credit for taxes paid to foreign countries. Foreign source income and foreign tax expense per shares outstanding on December 31, 2021, were $0.56 and $0.09, respectively.
33
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on November 30, 2021. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at the meetings on October 19, 2021, and November 30, 2021. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund and independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by a consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk, liquidity and valuation of portfolio securities, and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows (acknowledging that economies of scale can be complex to assess and typically are not directly measurable);
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. The Board retained a consultant to provide comparative information about fees and performance. The Board met with the consultant to review its inputs and methodologies, among other things. The Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by the consultant and a peer group of funds with similar investment strategies selected by that consultant from the universe. The Board reviewed the factors and methodology used by the consultant in the selection of the Fund's
34
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
peer group, including the consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which would be a structure that results in reduced fees as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus. The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2021, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund underperformed both the benchmark index and the peer group median for the one-year period, and outperformed both the benchmark index and the peer group median for the three-, five- and ten-year periods.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
35
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
36
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221584_za007.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221585_aa001.jpg)
December 31, 2021
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 Capital website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Shareholder Letter (Unaudited) | | | 3 | | |
Manager's Commentary/Investment Overview (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 6 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 7 | | |
Schedule of Portfolio Investments | | | 9 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 19 | | |
Statement of Operations | | | 20 | | |
Statements of Changes in Net Assets | | | 21 | | |
Financial Highlights | | | 22 | | |
Notes to Financial Statements | | | 24 | | |
Report of Independent Registered Public Accounting Firm | | | 36 | | |
Supplemental Information (Unaudited) | |
Trustee and Officer Information | | | 37 | | |
Proxy Voting and Portfolio Holdings Information | | | 40 | | |
Expense Example | | | 40 | | |
Additional Federal Income Tax Information | | | 41 | | |
Advisory Contract Renewal | | | 42 | | |
Privacy Policy (inside back cover) | | | |
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-CSR/0001104659-22-027265/j2221585_ba002.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
Another year has passed, but unfortunately the pandemic endures. Yet, looking back on the year ended 2021, it is evident that financial markets have endured as well, despite stiff headwinds — including new COVID-19 variants; disruption among global supply chains; uncomfortable inflation readings; and the fear of rising interest rates.
Through it all, the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again registered a positive annual total return (that makes it 12 out of the past 13 years). This was largely driven by a U.S. economy that bounced back quickly after what was effectively a global economic shutdown in 2020, and we witnessed robust earnings growth across many sectors thanks in no small part to continued fiscal stimulus and accommodative monetary policy. Underlying this positive performance were interesting differences among investment styles and market capitalizations. For example, growth-oriented investments outperformed value within large-caps but underperformed within both mid-caps and small-caps (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for higher interest rates next year?
There were other notable subplots to 2021. Early in the year we watched in disbelief as "meme stocks" — a few names that gained massive notoriety on social media platforms — went on stomach-churning roller coaster rides. Also, intriguing was how the biotech sector struggled mightily despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, while crypto assets captivated investors. Now we're all watching how crypto's underlying blockchain technologies might disrupt business-as-usual across industries in the years ahead. These were just a few of the highlights of the past year.
Through all the twists and turns, the S&P 500® Index registered an impressive annual total return of nearly 29% for the 12-month period ended December 31, 2021. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 59 basis points (a basis point is 1/100th of a percentage point), reflecting substantial fiscal stimuli and the U.S. Federal Reserve's (the "Fed") accommodative monetary stance (recently). At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 1.52%.
Despite the resiliency of financial markets, we fully acknowledge that the volatility and unusual events of recent years may have made investors uneasy at times. However, this simply underscores why it's important for investors to remain calm and unemotional in the face of market turmoil. A long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerance are some of the key ingredients for staying the course and progressing on your investment goals.
Of course, no one knows for certain what 2022 will bring. We are already facing a potential end to the Fed's accommodative monetary policies and the various forms of fiscal stimuli that helped revive the economy from the depths of the pandemic-induced market downturn. By all accounts, the Fed appears ready to raise short-term
3
interest rates, perhaps as early as the end of the first quarter, though any move will certainly be data dependent, and some are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. There will likely be new headwinds, some yet to be identified.
Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at our investment franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.
On the following pages, you will find information relating to your Victory Funds investment, brought to you by Victory Capital. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863 or visit our website at www.vcm.com.
From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221585_bc003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory INCORE Investment Quality Bond VIP Series
Manager's Commentary
(Unaudited)
What were the market conditions during the reporting period?
The main themes for 2021 were the reopening of the economy and the debate over transitory versus persistent inflation. Inflation has proven much more persistent than the Fed had previously expected, and consumer and business behavior is changing in response. Supply chains are being on-shored or near-shored for reliability in a move away from "just-in-time." Labor scarcity is contributing to delays and pushing wages higher. Looking at the positives, corporate fundamentals have been improving and default rates are expected to remain low. Companies have shown resilience through the pandemic as profitability has expanded amidst rising costs. Revenue and earnings before interest, taxes, depreciation, and amortization (EBITDA) have quickly recovered above pre-COVID-19 levels, and leverage is trending lower from its peak in 2020. For the year, the Bloomberg U.S. Treasuries Index returned -2.32% while the Bloomberg US Aggregate Bond Index (the "Index") returned -1.54%, their first negative performance since the taper-tantrum of 2013, albeit, after two back-to-back years of solid, high-single-digit returns in fixed income. The ICE BofAML Investment Grade Convertible Bond Index returned 10.42% for the year, while U.S. equity indices continued to perform well, with total returns between 20% – 30% for the year.
How did Victory INCORE Investment Quality Bond VIP Series (the "Fund") perform during the reporting period?
The Fund returned -0.22% for the fiscal year ended December 31, 2021, outperforming the Index, which returned -1.54% during the reporting period.
What strategies did you employ during the reporting period?
The Fund started the fourth quarter of 2021 underweight U.S. Treasurys and mortgage-backed securities, with corresponding overweight allocations to investment-grade corporate bonds, high-yield corporate bonds, and investment-grade convertible bonds. We maintained a corporate credit overweight as corporate fundamentals have been improving and default rates are expected to remain low. The Fund's shorter relative duration position and overweight to investment-grade convertible bonds contributed positively, while an overweight to corporate bonds detracted. Allocations to credit, investment-grade convertible bonds, as well as a shorter-duration position relative to the Index contributed positively throughout the year. In addition, the Fund's employment of a derivatives strategy overlay to efficiently manage the overall portfolio risks associated with the Fund's strategy contributed positively to performance during the year.
5
Victory Variable Insurance Funds
Victory INCORE Investment Quality Bond VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2021
| | Class I | | | |
INCEPTION DATE | | 5/1/83 | | | |
| | Net Asset Value | | Bloomberg US Aggregate Bond Index1 | |
One Year | | | –0.22 | % | | | –1.54 | % | |
Five Year | | | 3.85 | % | | | 3.57 | % | |
Ten Year | | | 3.32 | % | | | 2.90 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower. 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.
Victory INCORE Investment Quality Bond VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221585_bc004.jpg)
1The Bloomberg US Aggregate Bond Index covers the U.S. investment-grade-rated bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities, and commercial mortgage-backed securities that have remaining maturities of more than one year. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.
Past performance is not indicative of future results.
6
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | December 31, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund seeks to provide a high level of current income and capital appreciation without undue risk to principal.
Asset Allocation*:
December 31, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221585_bc005.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.
7
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8
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments December 31, 2021 | |
Security Description | | Shares or Principal Amount | | Value | |
Asset-Backed Securities (3.4%) | |
Drive Auto Receivables Trust, Series 2021-1, Class C, 1.02%, 6/15/27, Callable 10/15/23 @ 100 | | $ | 2,487,000 | | | $ | 2,484,123 | | |
GM Financial Consumer Automobile Receivables Trust, Series 2021-2, Class C, 1.28%, 1/19/27, Callable 10/16/24 @ 100 | | | 2,218,000 | | | | 2,186,948 | | |
JPMorgan Chase Bank NA, Series 2021-2, Class C, 0.97%, 12/26/28, Callable 8/25/24 @ 100 (a) | | | 1,504,977 | | | | 1,501,809 | | |
Santander Drive Auto Receivables Trust, Series 2021-4, Class C, 1.26%, 2/16/27, Callable 9/15/25 @ 100 | | | 2,213,000 | | | | 2,189,357 | | |
Santander Retail Auto Lease Trust, Series 2021-A, Class C, 1.14%, 3/20/26, Callable 4/20/24 @ 100 (a) (b) | | | 6,080,000 | | | | 6,022,498 | | |
Westlake Automobile Receivables Trust, Series 2021-1A, Class C, 0.95%, 3/16/26, Callable 3/15/24 @ 100 (a) | | | 3,001,000 | | | | 2,980,489 | | |
Westlake Automobile Receivables Trust, Series 2021-2A, Class C, 0.89%, 7/15/26, Callable 10/15/24 @ 100 (a) | | | 3,162,000 | | | | 3,107,214 | | |
Total Asset-Backed Securities (Cost $20,663,912) | | | 20,472,438 | | |
Collateralized Mortgage Obligations (0.8%) | |
BANK, Series 2020-BN26, Class AS, 2.69%, 3/15/63, Callable 3/15/30 @ 100 | | | 2,590,000 | | | | 2,643,695 | | |
Citigroup Commercial Mortgage Trust, Series 2020-GC46, Class AS, 2.92%, 1/15/53, Callable 2/15/30 @ 100 | | | 2,241,000 | | | | 2,320,379 | | |
Total Collateralized Mortgage Obligations (Cost $4,971,620) | | | 4,964,074 | | |
Preferred Stocks (4.9%) | |
Financials (2.1%): | |
AMG Capital Trust II, 10/15/37, 5.15% | | | 57,470 | | | | 3,360,702 | | |
Bank of America Corp., Series L, 7.25% (b) (c) | | | 2,568 | | | | 3,711,787 | | |
KKR & Co., Inc., Series C, 9/15/23, 6.00% (d) | | | 23,207 | | | | 2,161,732 | | |
Wells Fargo & Co., Series L, 7.50% (c) | | | 2,285 | | | | 3,405,861 | | |
| | | 12,640,082 | | |
Health Care (0.1%): | |
Danaher Corp., Series B, 4/15/23, 5.00% (d) | | | 349 | | | | 606,621 | | |
Industrials (0.5%): | |
Stanley Black & Decker, Inc., 11/15/22, 5.25% (d) | | | 28,302 | | | | 3,090,296 | | |
Utilities (2.2%): | |
American Electric Power Co., Inc., 8/15/23, 6.13% (d) | | | 15,205 | | | | 799,783 | | |
CenterPoint Energy, Inc., 9/15/29, 4.57% | | | 8,930 | | | | 519,637 | | |
Dominion Energy, Inc., Series A, 6/1/22, 7.25% | | | 28,460 | | | | 2,864,214 | | |
DTE Energy Co., 11/1/22, 6.25% | | | 41,640 | | | | 2,137,798 | | |
NextEra Energy, Inc., 3/1/23, 5.28% | | | 67,460 | | | | 3,881,648 | | |
NiSource, Inc., 3/1/24, 7.75% | | | 1,950 | | | | 218,380 | | |
The Southern Co., Series 2019, 8/1/22, 6.75% | | | 46,025 | | | | 2,473,844 | | |
| | | 12,895,304 | | |
Total Preferred Stocks (Cost $27,486,773) | | | 29,232,303 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
Corporate Bonds (53.4%) | |
Communication Services (2.2%): | |
AT&T, Inc. 4.25%, 3/1/27, Callable 12/1/26 @ 100 (b) | | $ | 1,140,000 | | | $ | 1,265,104 | | |
1.65%, 2/1/28, Callable 12/1/27 @ 100 (d) | | | 919,000 | | | | 899,995 | | |
5.15%, 11/15/46, Callable 5/15/46 @ 100 (b) (d) | | | 2,433,000 | | | | 3,097,185 | | |
CenturyLink, Inc., 6.75%, 12/1/23 | | | 962,000 | | | | 1,038,104 | | |
Comcast Corp. 3.45%, 2/1/50, Callable 8/1/49 @ 100 (d) | | | 1,346,000 | | | | 1,438,053 | | |
2.80%, 1/15/51, Callable 7/15/50 @ 100 | | | 1,166,000 | | | | 1,114,404 | | |
Sirius XM Radio, Inc., 4.13%, 7/1/30, Callable 7/1/25 @ 102.06 (a) | | | 1,190,000 | | | | 1,193,189 | | |
Verizon Communications, Inc. 3.38%, 2/15/25 (b) | | | 1,017,000 | | | | 1,080,949 | | |
3.55%, 3/22/51, Callable 9/22/50 @ 100 (b) | | | 2,110,000 | | | | 2,281,015 | | |
| | | 13,407,998 | | |
Consumer Discretionary (7.5%): | |
Booking Holdings, Inc., 0.75%, 5/1/25 (b) (d) | | | 2,765,000 | | | | 4,069,638 | | |
D.R. Horton, Inc., 2.50%, 10/15/24, Callable 9/15/24 @ 100 (b) | | | 5,960,000 | | | | 6,147,740 | | |
Dana, Inc., 5.63%, 6/15/28, Callable 6/15/23 @ 102.81 | | | 1,118,000 | | | | 1,187,853 | | |
Expedia Group, Inc. 3.60%, 12/15/23, Callable 11/15/23 @ 100 | | | 1,712,000 | | | | 1,779,795 | | |
2/15/26 (a) (d) | | | 2,760,000 | | | | 3,189,318 | | |
Ford Motor Co., 3/15/26 (a) | | | 885,000 | | | | 1,217,875 | | |
General Motors Co., 4.88%, 10/2/23 (b) | | | 1,976,000 | | | | 2,099,184 | | |
Hilton Domestic Operating Co., Inc., 4.88%, 1/15/30, Callable 1/15/25 @ 102.44 | | | 936,000 | | | | 1,005,554 | | |
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 4.88%, 4/1/27, Callable 4/1/22 @ 102.44 | | | 1,115,000 | | | | 1,151,271 | | |
Lear Corp., 3.50%, 5/30/30, Callable 2/28/30 @ 100 | | | 994,000 | | | | 1,058,351 | | |
Lennar Corp., 5.00%, 6/15/27, Callable 12/15/26 @ 100 | | | 1,781,000 | | | | 2,019,725 | | |
Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100 (d) | | | 2,784,000 | | | | 2,915,600 | | |
Meritage Homes Corp., 6.00%, 6/1/25, Callable 3/1/25 @ 100 | | | 587,000 | | | | 656,366 | | |
Murphy Oil USA, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a) | | | 856,000 | | | | 850,727 | | |
NIKE, Inc., 3.88%, 11/1/45, Callable 5/1/45 @ 100 | | | 2,026,000 | | | | 2,435,171 | | |
NVR, Inc. 3.95%, 9/15/22, Callable 6/15/22 @ 100 (b) | | | 2,375,000 | | | | 2,409,176 | | |
3.00%, 5/15/30, Callable 11/15/29 @ 100 | | | 2,303,000 | | | | 2,392,587 | | |
PulteGroup, Inc., 5.00%, 1/15/27, Callable 10/15/26 @ 100 (d) | | | 2,051,000 | | | | 2,344,436 | | |
Ross Stores, Inc. 3.38%, 9/15/24, Callable 6/15/24 @ 100 | | | 1,220,000 | | | | 1,276,962 | | |
0.88%, 4/15/26, Callable 3/15/26 @ 100 | | | 1,552,000 | | | | 1,506,697 | | |
Whirlpool Corp., 2.40%, 5/15/31, Callable 2/15/31 @ 100 | | | 1,625,000 | | | | 1,628,039 | | |
Yum! Brands, Inc., 3.63%, 3/15/31, Callable 12/15/30 @ 100 | | | 1,478,000 | | | | 1,473,389 | | |
| | | 44,815,454 | | |
Consumer Staples (2.2%): | |
7-Eleven, Inc., 0.80%, 2/10/24, Callable 2/10/22 @ 100 (a) (b) | | | 3,126,000 | | | | 3,090,114 | | |
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (b) | | | 898,000 | | | | 986,148 | | |
BAT Capital Corp., 5.28%, 4/2/50, Callable 10/2/49 @ 100 | | | 1,686,000 | | | | 1,913,559 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
Church & Dwight Co., Inc. 2.45%, 8/1/22, Callable 7/1/22 @ 100 (b) | | $ | 620,000 | | | $ | 625,791 | | |
2.30%, 12/15/31, Callable 9/15/31 @ 100 | | | 1,231,000 | | | | 1,239,666 | | |
Estee Lauder Cos., Inc., 4.15%, 3/15/47, Callable 9/15/46 @ 100 | | | 1,000,000 | | | | 1,251,000 | | |
Reynolds American, Inc., 5.70%, 8/15/35, Callable 2/15/35 @ 100 | | | 1,835,000 | | | | 2,179,576 | | |
Tyson Foods, Inc., 5.10%, 9/28/48, Callable 3/28/48 @ 100 | | | 1,271,000 | | | | 1,709,762 | | |
| | | 12,995,616 | | |
Energy (4.0%): | |
Chevron USA, Inc., 3.85%, 1/15/28, Callable 10/15/27 @ 100 | | | 2,725,000 | | | | 3,027,666 | | |
Continental Resources, Inc. 4.50%, 4/15/23, Callable 1/15/23 @ 100 (b) | | | 2,084,000 | | | | 2,151,522 | | |
2.27%, 11/15/26, Callable 11/15/23 @ 100 (a) | | | 2,295,000 | | | | 2,279,027 | | |
EOG Resources, Inc., 4.95%, 4/15/50, Callable 10/15/49 @ 100 | | | 1,196,000 | | | | 1,627,613 | | |
EQM Midstream Partners LP, 4.75%, 7/15/23, Callable 6/15/23 @ 100 (b) | | | 737,000 | | | | 765,809 | | |
HollyFrontier Corp., 2.63%, 10/1/23 | | | 2,069,000 | | | | 2,109,780 | | |
Marathon Oil Corp., 6.60%, 10/1/37 (d) | | | 2,476,000 | | | | 3,276,540 | | |
Pioneer Natural Resources Co. 0.25%, 5/15/25 (b) | | | 2,485,000 | | | | 4,445,516 | | |
1.90%, 8/15/30, Callable 5/15/30 @ 100 | | | 1,976,000 | | | | 1,876,014 | | |
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100 (b) | | | 2,215,000 | | | | 2,246,918 | | |
| | | 23,806,405 | | |
Financials (14.1%): | |
Aflac, Inc. 2.88%, 10/15/26, Callable 7/15/26 @ 100 (b) | | | 2,450,000 | | | | 2,582,937 | | |
4.75%, 1/15/49, Callable 7/15/48 @ 100 (d) | | | 341,000 | | | | 454,799 | | |
Alleghany Corp., 3.63%, 5/15/30, Callable 2/15/30 @ 100 (d) | | | 965,000 | | | | 1,046,822 | | |
Ares Capital Corp., 4.63%, 3/1/24 | | | 3,170,000 | | | | 3,614,846 | | |
Bank of America Corp. 4.20%, 8/26/24 (b) | | | 1,400,000 | | | | 1,500,184 | | |
3.25%, 10/21/27, Callable 10/21/26 @ 100 | | | 1,775,000 | | | | 1,892,576 | | |
2.57% (SOFR+121bps), 10/20/32, Callable 10/20/31 @ 100 (e) | | | 3,040,000 | | | | 3,057,206 | | |
Capital One Financial Corp. 3.30%, 10/30/24, Callable 9/30/24 @ 100 (b) | | | 1,935,000 | | | | 2,039,742 | | |
2.36% (SOFR+134bps), 7/29/32, Callable 7/29/31 @ 100 (b) (e) | | | 3,930,000 | | | | 3,728,509 | | |
Cincinnati Financial Corp., 6.13%, 11/1/34 (d) | | | 1,795,000 | | | | 2,440,572 | | |
Citigroup, Inc. 3.88%, 3/26/25 | | | 929,000 | | | | 990,351 | | |
4.60%, 3/9/26 (b) | | | 873,000 | | | | 963,958 | | |
4.45%, 9/29/27 (b) | | | 1,000,000 | | | | 1,114,680 | | |
4.41% (SOFR+391bps), 3/31/31, Callable 3/31/30 @ 100 (e) | | | 3,763,000 | | | | 4,299,641 | | |
Fifth Third Bancorp 1.63%, 5/5/23, Callable 4/5/23 @ 100 | | | 1,165,000 | | | | 1,175,939 | | |
3.65%, 1/25/24, Callable 12/25/23 @ 100 (b) (d) | | | 5,053,000 | | | | 5,297,464 | | |
Ford Motor Credit Co. LLC, 4.06%, 11/1/24, Callable 10/1/24 @ 100 (b) | | | 2,510,000 | | | | 2,642,101 | | |
General Motors Financial Co., Inc., 4.15%, 6/19/23, Callable 5/19/23 @ 100 | | | 966,000 | | | | 1,004,872 | | |
Globe Life, Inc., 2.15%, 8/15/30, Callable 5/15/30 @ 100 | | | 2,094,000 | | | | 2,065,417 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
JPMorgan Chase & Co. 2.95%, 10/1/26, Callable 7/1/26 @ 100 (b) (d) | | $ | 3,400,000 | | | $ | 3,591,012 | | |
2.55% (SOFR+118bps), 11/8/32, Callable 11/8/31 @ 100 (d) (e) | | | 3,348,000 | | | | 3,375,588 | | |
5.60%, 7/15/41 | | | 980,000 | | | | 1,364,229 | | |
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (a) | | | 2,555,000 | | | | 2,825,574 | | |
Level 3 Financing, Inc., 3.75%, 7/15/29, Callable 1/15/24 @ 101.88 (a) | | | 1,445,000 | | | | 1,383,588 | | |
Morgan Stanley 4.88%, 11/1/22 (b) | | | 2,718,000 | | | | 2,810,684 | | |
3.75%, 2/25/23 (b) | | | 3,000,000 | | | | 3,103,680 | | |
3.13%, 7/27/26, MTN (b) | | | 5,500,000 | | | | 5,830,715 | | |
Old Republic International Corp., 3.85%, 6/11/51, Callable 12/11/50 @ 100 | | | 976,000 | | | | 1,051,933 | | |
Regions Financial Corp., 1.80%, 8/12/28, Callable 6/12/28 @ 100 (d) | | | 2,186,000 | | | | 2,140,400 | | |
Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22 | | | 770,000 | | | | 947,754 | | |
SVB Financial Group, 3.13%, 6/5/30, Callable 3/5/30 @ 100 (b) (d) | | | 3,110,000 | | | | 3,265,376 | | |
The Goldman Sachs Group, Inc., 5.75%, 1/24/22 (b) | | | 2,750,000 | | | | 2,758,277 | | |
Wachovia Corp., 5.50%, 8/1/35 (b) | | | 1,000,000 | | | | 1,270,690 | | |
Wells Fargo & Co. 4.30%, 7/22/27, MTN (b) | | | 3,553,000 | | | | 3,971,508 | | |
4.90%, 11/17/45 (b) | | | 890,000 | | | | 1,124,915 | | |
Zions Bancorp NA, 3.25%, 10/29/29, Callable 7/29/29 @ 100 (d) | | | 2,000,000 | | | | 2,067,880 | | |
| | | 84,796,419 | | |
Health Care (6.5%): | |
AbbVie, Inc. 3.85%, 6/15/24, Callable 3/15/24 @ 100 | | | 3,000,000 | | | | 3,171,810 | | |
3.20%, 11/21/29, Callable 8/21/29 @ 100 | | | 2,580,000 | | | | 2,761,993 | | |
4.45%, 5/14/46, Callable 11/14/45 @ 100 | | | 1,278,000 | | | | 1,548,732 | | |
Anthem, Inc. 2.38%, 1/15/25, Callable 12/15/24 @ 100 (d) | | | 1,278,000 | | | | 1,315,266 | | |
2.75%, 10/15/42 | | | 640,000 | | | | 4,206,438 | | |
Baxter International, Inc. 2.54%, 2/1/32, Callable 11/1/31 @ 100 (a) | | | 3,469,000 | | | | 3,504,661 | | |
3.50%, 8/15/46, Callable 2/15/46 @ 100 | | | 862,000 | | | | 938,459 | | |
Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13 | | | 1,410,000 | | | | 1,474,987 | | |
HCA, Inc., 4.13%, 6/15/29, Callable 3/15/29 @ 100 | | | 1,716,000 | | | | 1,892,044 | | |
Hologic, Inc., 3.25%, 2/15/29, Callable 9/28/23 @ 101.63 (a) | | | 2,186,000 | | | | 2,195,837 | | |
Humana, Inc., 2.90%, 12/15/22, Callable 11/15/22 @ 100 (b) | | | 1,234,000 | | | | 1,258,088 | | |
Illumina, Inc., 8/15/23 (d) | | | 2,555,000 | | | | 2,930,457 | | |
Mylan, Inc., 4.55%, 4/15/28, Callable 1/15/28 @ 100 (d) | | | 3,228,000 | | | | 3,615,909 | | |
Regeneron Pharmaceuticals, Inc., 2.80%, 9/15/50, Callable 3/15/50 @ 100 | | | 1,328,000 | | | | 1,247,616 | | |
Universal Health Services, Inc. 1.65%, 9/1/26, Callable 8/1/26 @ 100 (a) | | | 3,623,000 | | | | 3,562,315 | | |
2.65%, 10/15/30, Callable 7/15/30 @ 100 (a) | | | 854,000 | | | | 847,843 | | |
Viatris, Inc. 2.30%, 6/22/27, Callable 4/22/27 @ 100 | | | 730,000 | | | | 736,461 | | |
4.00%, 6/22/50, Callable 12/22/49 @ 100 | | | 1,735,000 | | | | 1,854,889 | | |
| | | 39,063,805 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
Industrials (5.1%): | |
Acuity Brands Lighting, Inc., 2.15%, 12/15/30, Callable 9/15/30 @ 100 | | $ | 2,036,000 | | | $ | 1,984,062 | | |
Air Lease Corp. 0.70%, 2/15/24, Callable 1/15/24 @ 100, MTN | | | 2,401,000 | | | | 2,365,201 | | |
0.80%, 8/18/24, Callable 7/18/24 @ 100 | | | 1,340,000 | | | | 1,313,347 | | |
CSX Corp., 3.35%, 9/15/49, Callable 3/15/49 @ 100 | | | 1,635,000 | | | | 1,739,313 | | |
Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (b) | | | 2,465,000 | | | | 2,518,047 | | |
Fortive Corp., 0.88%, 2/15/22 (b) | | | 4,055,000 | | | | 4,057,393 | | |
Hillenbrand, Inc., 5.00%, 9/15/26, Callable 7/15/26 @ 100 (b) | | | 3,720,000 | | | | 4,143,671 | | |
Norfolk Southern Corp. 2.30%, 5/15/31, Callable 2/15/31 @ 100 (d) | | | 2,139,000 | | | | 2,152,561 | | |
2.90%, 8/25/51, Callable 2/25/51 @ 100 (d) | | | 1,073,000 | | | | 1,058,493 | | |
Oshkosh Corp., 3.10%, 3/1/30, Callable 12/1/29 @ 100 | | | 1,190,000 | | | | 1,235,434 | | |
Rockwell Automation, Inc., 6.25%, 12/1/37 | | | 1,351,000 | | | | 1,882,456 | | |
Sensata Technologies, Inc., 3.75%, 2/15/31, Callable 2/15/26 @ 101.88 (a) | | | 1,094,000 | | | | 1,091,670 | | |
Snap-on, Inc., 4.10%, 3/1/48, Callable 9/1/47 @ 100 (d) | | | 1,100,000 | | | | 1,333,134 | | |
Southwest Airlines Co., 1.25%, 5/1/25 (b) | | | 2,760,000 | | | | 3,683,882 | | |
| | | 30,558,664 | | |
Information Technology (5.9%): | |
Akamai Technologies, Inc., 0.13%, 5/1/25 | | | 1,165,000 | | | | 1,527,804 | | |
Apple, Inc., 4.65%, 2/23/46, Callable 8/23/45 @ 100 | | | 1,074,000 | | | | 1,414,436 | | |
Block, Inc., 0.25%, 11/1/27 (d) | | | 505,000 | | | | 535,616 | | |
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.63%, 1/15/24, Callable 11/15/23 @ 100 (b) | | | 3,175,000 | | | | 3,322,669 | | |
Broadcom, Inc., 5.00%, 4/15/30, Callable 1/15/30 @ 100 | | | 1,300,000 | | | | 1,513,408 | | |
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 (b) | | | 2,969,000 | | | | 3,192,031 | | |
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (d) | | | 2,885,000 | | | | 3,124,426 | | |
Micron Technology, Inc., 5.33%, 2/6/29, Callable 11/6/28 @ 100 (b) | | | 4,252,000 | | | | 5,015,702 | | |
NCR Corp., 5.25%, 10/1/30, Callable 10/1/25 @ 102.63 (a) | | | 729,000 | | | | 750,287 | | |
NetApp, Inc., 3.25%, 12/15/22, Callable 9/15/22 @ 100 | | | 1,345,000 | | | | 1,367,583 | | |
Texas Instruments, Inc., 4.15%, 5/15/48, Callable 11/15/47 @ 100 | | | 1,299,000 | | | | 1,631,713 | | |
Visa, Inc., 2.00%, 8/15/50, Callable 2/15/50 @ 100 | | | 2,488,000 | | | | 2,187,226 | | |
Vishay Intertechnology, Inc., 2.25%, 6/15/25 | | | 975,000 | | | | 1,009,690 | | |
VMware, Inc., 2.95%, 8/21/22 | | | 3,174,000 | | | | 3,215,357 | | |
Western Digital Corp. 1.50%, 2/1/24 (b) | | | 3,972,000 | | | | 4,029,038 | | |
2.85%, 2/1/29, Callable 12/1/28 @ 100 | | | 1,293,000 | | | | 1,305,232 | | |
| | | 35,142,218 | | |
Materials (1.1%): | |
Celanese US Holdings LLC, 4.63%, 11/15/22 (b) (d) | | | 1,870,000 | | | | 1,929,522 | | |
Newmont Corp., 2.60%, 7/15/32, Callable 4/15/32 @ 100 | | | 2,160,000 | | | | 2,165,724 | | |
Nucor Corp., 2.00%, 6/1/25, Callable 5/1/25 @ 100 (d) | | | 1,265,000 | | | | 1,290,870 | | |
Southern Copper Corp., 5.25%, 11/8/42 (b) | | | 850,000 | | | | 1,074,213 | | |
| | | 6,460,329 | | |
Real Estate (3.2%): | |
Highwoods Realty LP, 3.63%, 1/15/23, Callable 10/15/22 @ 100 (b) | | | 5,523,000 | | | | 5,618,769 | | |
Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (a) | | | 910,000 | | | | 959,650 | | |
Kite Realty Group LP, 0.75%, 4/1/27 (a) | | | 1,670,000 | | | | 1,733,577 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
Physicians Realty LP 3.95%, 1/15/28, Callable 10/15/27 @ 100 | | $ | 1,180,000 | | | $ | 1,292,879 | | |
2.63%, 11/1/31, Callable 8/1/31 @ 100 | | | 1,137,000 | | | | 1,134,737 | | |
Piedmont Operating Partnership LP, 3.15%, 8/15/30, Callable 5/15/30 @ 100 | | | 1,167,000 | | | | 1,196,840 | | |
Regency Centers LP, 4.65%, 3/15/49, Callable 9/15/48 @ 100 | | | 1,055,000 | | | | 1,317,051 | | |
Retail Properties of America, Inc., 4.00%, 3/15/25, Callable 12/15/24 @ 100 (b) (d) | | | 3,006,000 | | | | 3,150,619 | | |
Sabra Health Care LP, 5.13%, 8/15/26, Callable 5/15/26 @ 100 | | | 1,230,000 | | | | 1,355,066 | | |
STORE Capital Corp., 2.75%, 11/18/30, Callable 8/18/30 @ 100 | | | 1,570,000 | | | | 1,566,593 | | |
| | | 19,325,781 | | |
Utilities (1.6%): | |
Ameren Illinois Co., 1.55%, 11/15/30, Callable 8/15/30 @ 100 | | | 1,910,000 | | | | 1,809,381 | | |
Consolidated Edison Co. of New York, Inc., 6.30%, 8/15/37 | | | 1,640,000 | | | | 2,291,441 | | |
Nevada Power Co., 6.65%, 4/1/36 (b) | | | 600,000 | | | | 860,952 | | |
Oklahoma G&E Co., 5.25%, 5/15/41, Callable 11/15/40 @ 100 | | | 1,546,000 | | | | 1,998,329 | | |
Public Service Electric & Gas Co., 4.00%, 6/1/44, Callable 12/1/43 @ 100 | | | 1,289,000 | | | | 1,461,971 | | |
Wisconsin Public Service Corp., 2.85%, 12/1/51, Callable 6/1/51 @ 100 (d) | | | 1,370,000 | | | | 1,354,190 | | |
| | | 9,776,264 | | |
Total Corporate Bonds (Cost $309,498,086) | | | 320,148,953 | | |
Residential Mortgage-Backed Securities (0.2%) | |
Bear Stearns Alt-A Trust, Series 2003-3, Class 2A, 2.74%, 10/25/33, Callable 1/25/22 @ 100 (b) (f) | | | 643,356 | | | | 643,356 | | |
Credit Suisse First Boston Mortgage Securities Corp., Series 2002-HE16, Class M1, 1.42% (LIBOR01M+132bps), 10/25/32, Callable 1/25/22 @ 100 (e) | | | 593,227 | | | | 594,269 | | |
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 11/25/34, Callable 1/25/22 @ 100 (b) | | | 16,289 | | | | 11,466 | | |
Total Residential Mortgage-Backed Securities (Cost $1,246,872) | | | 1,249,091 | | |
Yankee Dollars (9.1%) | |
Communication Services (0.4%): | |
Vodafone Group PLC, 5.25%, 5/30/48 | | | 1,718,000 | | | | 2,247,316 | | |
Consumer Staples (3.0%): | |
Barry Callebaut Services NV, 5.50%, 6/15/23 (a) | | | 5,438,000 | | | | 5,771,511 | | |
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable 1/9/23 @ 100 (a) (b) | | | 5,337,000 | | | | 5,461,192 | | |
Suntory Holdings Ltd. 2.55%, 6/28/22, Callable 5/28/22 @ 100 (a) (b) (d) | | | 4,966,000 | | | | 4,999,819 | | |
2.25%, 10/16/24, Callable 9/16/24 @ 100 (a) (b) | | | 1,600,000 | | | | 1,631,744 | | |
| | | 17,864,266 | | |
Energy (0.9%): | |
Canadian Natural Resources Ltd., 2.95%, 1/15/23, Callable 12/15/22 @ 100 | | | 1,255,000 | | | | 1,278,243 | | |
Ecopetrol SA, 5.88%, 9/18/23 (b) | | | 2,780,000 | | | | 2,947,606 | | |
Statoil ASA, 3.95%, 5/15/43 | | | 930,000 | | | | 1,088,239 | | |
| | | 5,314,088 | | |
See notes to financial statements.
14
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
Financials (2.4%): | |
Barclays Bank PLC 2/4/25 (b) | | $ | 1,030,000 | | | $ | 1,752,586 | | |
2/18/25 | | | 595,000 | | | | 676,527 | | |
Enel Finance International NV, 1.38%, 7/12/26, Callable 6/12/26 @ 100 (a) | | | 2,000,000 | | | | 1,951,980 | | |
HSBC Holdings PLC, 2.87% (SOFR+141bps), 11/22/32, Callable 11/22/31 @ 100 (e) | | | 2,807,000 | | | | 2,832,544 | | |
Newcrest Finance Pty Ltd. 5.75%, 11/15/41 (a) | | | 1,720,000 | | | | 2,258,463 | | |
4.20%, 5/13/50, Callable 11/13/49 @ 100 (a) | | | 665,000 | | | | 761,891 | | |
NXP BV/NXP Funding LLC, 4.63%, 6/1/23 (a) (b) | | | 2,500,000 | | | | 2,617,800 | | |
Total Capital International SA, 2.99%, 6/29/41, Callable 12/29/40 @ 100 (d) | | | 1,431,000 | | | | 1,458,246 | | |
| | | 14,310,037 | | |
Industrials (1.1%): | |
AerCap Ireland Capital DAC/AerCap Global Aviation Trust 6.50%, 7/15/25, Callable 6/15/25 @ 100 (b) | | | 1,250,000 | | | | 1,429,437 | | |
1.75%, 1/30/26, Callable 12/30/25 @ 100 | | | 1,385,000 | | | | 1,360,569 | | |
Canadian National Railway Co., 3.20%, 8/2/46, Callable 2/2/46 @ 100 | | | 1,525,000 | | | | 1,614,639 | | |
Canadian Pacific Railway Co., 3.10%, 12/2/51, Callable 6/2/51 @ 100 | | | 813,000 | | | | 834,244 | | |
Sensata Technologies BV, 4.00%, 4/15/29, Callable 4/15/24 @ 102 (a) | | | 1,343,000 | | | | 1,371,633 | | |
| | | 6,610,522 | | |
Materials (1.2%): | |
Anglo American Capital PLC 2.88%, 3/17/31, Callable 12/17/30 @ 100 (a) (b) (d) | | | 2,500,000 | | | | 2,487,275 | | |
3.95%, 9/10/50, Callable 3/10/50 @ 100 (a) (d) | | | 1,710,000 | | | | 1,848,305 | | |
Fresnillo PLC, 4.25%, 10/2/50, Callable 4/2/50 @ 100 (a) | | | 800,000 | | | | 839,648 | | |
Rio Tinto Finance USA Ltd., 5.20%, 11/2/40 | | | 723,000 | | | | 962,262 | | |
Vale Overseas Ltd., 6.25%, 8/10/26 | | | 1,184,000 | | | | 1,374,565 | | |
| | | 7,512,055 | | |
Utilities (0.1%): | |
Iberdrola International BV, 6.75%, 9/15/33 | | | 373,000 | | | | 505,504 | | |
Total Yankee Dollars (Cost $52,413,732) | | | 54,363,788 | | |
U.S. Government Mortgage-Backed Agencies (21.8%) | |
Federal Home Loan Bank 0.88%, 10/21/25 | | | 6,500,000 | | | | 6,408,610 | | |
1.10%, 4/29/26 | | | 6,750,000 | | | | 6,667,245 | | |
Series 000F, 1.00%, 9/30/26 (b) | | | 6,245,000 | | | | 6,140,771 | | |
Series 2, 1.10%, 9/30/26 (b) | | | 6,200,000 | | | | 6,102,040 | | |
Series 1, 1.20%, 10/29/26 | | | 6,000,000 | | | | 5,930,880 | | |
| | | 31,249,546 | | |
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 – 7/1/39 (b) | | | 1,198,039 | | | | 1,344,765 | | |
Series 4763, Class VC, 4.00%, 4/15/29 | | | 189,653 | | | | 190,241 | | |
Series 4395, Class PA, 2.50%, 4/15/37 (b) | | | 1,486,216 | | | | 1,532,437 | | |
7.00%, 9/1/38 (b) | | | 21,514 | | | | 25,160 | | |
Series 4320, Class AP, 3.50%, 7/15/39 – 10/15/40 (b) | | | 3,536,275 | | | | 3,712,260 | | |
See notes to financial statements.
15
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares or Principal Amount | | Value | |
4.50%, 1/1/41 – 12/1/45 (b) | | $ | 3,927,314 | | | $ | 4,325,325 | | |
Series 4444, Class CH, 3.00%, 1/15/41 (b) | | | 37,564 | | | | 37,971 | | |
2.50%, 7/1/50 | | | 1,869,667 | | | | 1,909,224 | | |
2.00%, 3/1/51 (b) | | | 5,674,731 | | | | 5,666,228 | | |
| | | 18,743,611 | | |
Federal National Mortgage Association 5.00%, 4/1/23 – 12/1/39 (b) | | | 611,766 | | | | 686,499 | | |
7.50%, 12/1/29 (b) | | | 24,946 | | | | 28,775 | | |
8.00%, 1/1/30 – 9/1/30 (b) | | | 12,279 | | | | 14,251 | | |
8.00%, 6/1/30 | | | 484 | | | | 569 | | |
7.00%, 2/1/32 – 6/1/32 (b) | | | 24,122 | | | | 28,532 | | |
Series 2005-19, Class PB, 5.50%, 3/25/35 – 2/1/39 | | | 4,512,205 | | | | 5,090,950 | | |
1.91% (LIBOR12M+166bps), 12/1/36 (b) (e) | | | 89,039 | | | | 91,078 | | |
6.00%, 2/1/37 (b) | | | 1,539,078 | | | | 1,777,090 | | |
5.50%, 1/1/38 – 12/1/38 (b) | | | 380,087 | | | | 430,178 | | |
4.50%, 12/1/38 – 6/1/40 (b) | | | 3,625,092 | | | | 3,860,656 | | |
Series 2013-33, Class UD, 2.50%, 4/25/39 – 12/25/47 (b) | | | 1,942,688 | | | | 1,970,335 | | |
3.50%, 8/1/39 – 12/25/50 (b) | | | 6,096,295 | | | | 6,400,302 | | |
3.00%, 6/1/40 – 2/1/47 (b) | | | 18,565,794 | | | | 19,491,111 | | |
Series 2013-31, Class PA, 2.50%, 2/25/43 | | | 1,008,692 | | | | 1,030,968 | | |
4.00%, 11/1/43 – 10/1/48 (b) | | | 11,031,037 | | | | 12,049,667 | | |
3.00%, 2/1/47 – 2/25/49 | | | 3,323,896 | | | | 3,454,610 | | |
4.00%, 3/1/47 – 6/1/49 | | | 1,376,880 | | | | 1,475,533 | | |
4.50%, 5/1/50 | | | 488,523 | | | | 524,068 | | |
2.00%, 3/1/51 (b) | | | 9,892,957 | | | | 9,892,738 | | |
2.00%, 3/25/51 (g) | | | 12,200,000 | | | | 12,112,789 | | |
| | | 80,410,699 | | |
Government National Mortgage Association 6.00%, 10/15/32 – 12/15/33 (b) | | | 67,349 | | | | 76,937 | | |
Series 2014-42, Class AD, 2.50%, 7/16/41 | | | 188,538 | | | | 192,594 | | |
| | | 269,531 | | |
Total U.S. Government Mortgage-Backed Agencies (Cost $129,576,274) | | | 130,673,387 | | |
U.S. Treasury Obligations (4.8%) | |
U.S. Treasury Bonds, 1.25%, 5/15/50 (b) | | | 22,425,000 | | | | 19,064,754 | | |
U.S. Treasury Notes 0.25%, 3/15/24 (b) | | | 1,735,000 | | | | 1,714,261 | | |
0.75%, 4/30/26 (b) | | | 5,000,000 | | | | 4,902,344 | | |
1.63%, 5/15/31 (b) | | | 2,878,000 | | | | 2,914,875 | | |
Total U.S. Treasury Obligations (Cost $28,042,411) | | | 28,596,234 | | |
Collateral for Securities Loaned (6.2%)^ | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Shares, 0.04% (h) | | | 859,553 | | | | 859,553 | | |
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (h) | | | 16,881,725 | | | | 16,881,725 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (h) | | | 428,959 | | | | 428,959 | | |
See notes to financial statements.
16
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (h) | | | 3,420,388 | | | $ | 3,420,388 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (h) | | | 15,378,730 | | | | 15,378,730 | | |
Total Collateral for Securities Loaned (Cost $36,969,355) | | | 36,969,355 | | |
Total Investments (Cost $610,869,035) — 104.6% | | | 626,669,623 | | |
Liabilities in excess of other assets — (4.6)% | | | (27,569,454 | ) | |
NET ASSETS — 100.00% | | $ | 599,100,169 | | |
^ 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 (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of December 31, 2021, the fair value of these securities was $76,288,523 and amounted to 12.7% of net assets.
(b) All or a portion of this security has been segregated as collateral for derivative instruments, delayed delivered and/or when-issued securities.
(c) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.
(d) All or a portion of this security is on loan.
(e) Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2021.
(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 December 31, 2021.
(g) Security or a portion of the security purchased on a delayed-delivery and/or when-issued basis.
(h) Rate disclosed is the daily yield on December 31, 2021.
bps — Basis points
LIBOR — London InterBank Offered Rate
LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2021, based on the last reset date of the security
LIBOR12M — 12 Month US Dollar LIBOR, rate disclosed as of December 31, 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
Futures Contracts Purchased
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
2-Year U.S. Treasury Note Futures | | | 80 | | | 3/31/22 | | $ | 17,488,374 | | | $ | 17,453,750 | | | $ | (34,624 | ) | |
5-Year U.S. Treasury Note Futures | | | 67 | | | 3/31/22 | | | 8,102,921 | | | | 8,105,430 | | | | 2,509 | | |
Canadian Dollar Futures | | | 116 | | | 3/15/22 | | | 9,109,481 | | | | 9,169,800 | | | | 60,319 | | |
Ultra Long Term U.S. Treasury Bond Futures | | | 106 | | | 3/22/22 | | | 20,894,181 | | | | 20,895,250 | | | | 1,069 | | |
| | | | | | | | | | $ | 29,273 | | |
See notes to financial statements.
17
Victory Variable Insurance Funds Victory INCORE Investment Quality Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Futures Contracts Sold
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
10-Year U.S. Treasury Note Futures | | | 183 | | | 3/22/22 | | $ | 23,834,428 | | | $ | 23,875,781 | | | $ | (41,353 | ) | |
E-Mini S&P 500 Futures | | | 131 | | | 3/18/22 | | | 3,080,134 | | | | 3,116,818 | | | | (36,684 | ) | |
| | | | | | | | | | | | $ | (78,037 | ) | |
Total unrealized appreciation | | $ | 63,897 | | |
Total unrealized depreciation | | | (112,661 | ) | |
Total net unrealized appreciation (depreciation) | | $ | (48,764 | ) | |
Centrally Cleared
Credit Default Swap Agreements — Sell Protection (a)
Underlying Instruments | | Fixed Deal Receive Rate | | Maturity Date | | Payment Frequency | | Implied Credit Spread at December 31, 2021 (b) | | Notional Amount (c) | | Value | | Premiums Paid (Received) | | Unrealized Appreciation (Depreciation) | |
CDX North America Investment Grade Index; Series 37 | | | 1.00% | | | 12/20/26 | | Quarterly | | | 0.49 | % | | $ | 36,000,000 | | | $ | 880,296 | | | $ | 870,999 | | | $ | 9,297 | | |
| | $ | 880,296 | | | $ | 870,999 | | | $ | 9,297 | | |
(a) When a credit event occurs as defined under the terms of the swap agreement, the Fund as a seller of credit protection will either (i) pay to the buyer of protection an amount equal to the par value of the defaulted reference entity 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.
18
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2021 | |
| | Victory INCORE Investment Quality Bond VIP Series | |
Assets: | |
Investments, at value (Cost $610,869,035) | | $ | 626,669,623 | (a) | |
Cash | | | 12,469,238 | | |
Deposit with broker for futures contracts | | | 3,444,650 | | |
Deposit with broker for swap agreements | | | 2,579,831 | | |
Receivables: | |
Interest and dividends | | | 3,395,981 | | |
Capital shares issued | | | 81,315 | | |
Variation margin on open futures contracts | | | 250,952 | | |
Variation margin on open swap agreements | | | 13,488 | | |
From Adviser | | | 65,447 | | |
Prepaid expenses | | | 1,227 | | |
Total Assets | | | 648,971,752 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 36,969,355 | | |
Investments purchased | | | 12,118,984 | | |
Capital shares redeemed | | | 288,521 | | |
Variation margin on open futures contracts | | | 11,437 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 255,730 | | |
Administration fees | | | 31,594 | | |
Custodian fees | | | 5,528 | | |
Transfer agent fees | | | 139,943 | | |
Compliance fees | | | 360 | | |
Trustees' fees | | | 308 | | |
Other accrued expenses | | | 49,823 | | |
Total Liabilities | | | 49,871,583 | | |
Net Assets: | |
Capital | | | 571,557,244 | | |
Total accumulated earnings/(loss) | | | 27,542,925 | | |
Net Assets | | $ | 599,100,169 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 47,726,032 | | |
Net asset value: | | $ | 12.55 | | |
(a) Includes $36,160,213 of securities on loan.
See notes to financial statements.
19
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2021 | |
| | Victory INCORE Investment Quality Bond VIP Series | |
Investment Income: | |
Dividends | | $ | 1,131,746 | | |
Interest | | | 11,344,562 | | |
Securities lending (net of fees) | | | 59,284 | | |
Total Income | | | 12,535,592 | | |
Expenses: | |
Investment advisory fees | | | 3,078,430 | | |
Administration fees | | | 339,723 | | |
Sub-Administration fees | | | 17,000 | | |
Custodian fees | | | 34,131 | | |
Transfer agent fees | | | 747,432 | | |
Trustees' fees | | | 41,441 | | |
Compliance fees | | | 4,520 | | |
Legal and audit fees | | | 56,458 | | |
Other expenses | | | 27,194 | | |
Total Expenses | | | 4,346,329 | | |
Expenses waived/reimbursed by Adviser | | | (898,520 | ) | |
Net Expenses | | | 3,447,809 | | |
Net Investment Income (Loss) | | | 9,087,783 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 4,029,788 | | |
Net realized gains (losses) from futures contracts | | | (1,553,210 | ) | |
Net realized gains (losses) from swap agreements | | | 825,459 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | (13,390,061 | ) | |
Net change in unrealized appreciation/depreciation on futures contracts | | | 33,083 | | |
Net change in unrealized appreciation/depreciation on swap agreements | | | 9,297 | | |
Net realized/unrealized gains (losses) on investments | | | (10,045,644 | ) | |
Change in net assets resulting from operations | | $ | (957,861 | ) | |
See notes to financial statements.
20
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory INCORE Investment Quality Bond VIP Series | |
| | Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 9,087,783 | | | $ | 11,444,064 | | |
Net realized gains (losses) from investments | | | 3,302,037 | | | | 20,794,150 | | |
Net change in unrealized appreciation/depreciation on investments | | | (13,347,681 | ) | | | 14,823,496 | | |
Change in net assets resulting from operations | | | (957,861 | ) | | | 47,061,710 | | |
Change in net assets resulting from distributions to shareholders | | | (26,942,519 | ) | | | (17,475,430 | ) | |
Change in net assets resulting from capital transactions | | | 25,278,281 | | | | (38,303,156 | ) | |
Change in net assets | | | (2,622,099 | ) | | | (8,716,876 | ) | |
Net Assets: | |
Beginning of period | | | 601,722,268 | | | | 610,439,144 | | |
End of period | | $ | 599,100,169 | | | $ | 601,722,268 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 95,647,854 | | | $ | 77,676,545 | | |
Distributions reinvested | | | 26,942,519 | | | | 17,475,430 | | |
Cost of shares redeemed | | | (97,312,092 | ) | | | (133,455,131 | ) | |
Change in net assets resulting from capital transactions | | $ | 25,278,281 | | | $ | (38,303,156 | ) | |
Share Transactions: | |
Issued | | | 7,339,623 | | | | 5,843,961 | | |
Reinvested | | | 2,125,983 | | | | 1,332,985 | | |
Redeemed | | | (7,474,417 | ) | | | (10,252,933 | ) | |
Change in Shares | | | 1,991,189 | | | | (3,075,987 | ) | |
See notes to financial statements.
21
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | | | Investment Activities | | Distributions to Shareholders From | |
| | Net Asset Value, Beginning of Period | | Net Investment Income (Loss)(a) | | Net Realized and Unrealized Gains (Losses) on Investments | | Total from Investment Activities | | Net Investment Income | | Net Realized Gains From Investments | |
Victory INCORE Investment Quality Bond VIP Series | | | |
Year Ended December 31: | |
2021 | | $ | 13.16 | �� | | | 0.19 | | | | (0.22 | ) | | | (0.03 | ) | | | (0.28 | ) | | | (0.30 | ) | |
2020 | | $ | 12.51 | | | | 0.25 | | | | 0.79 | | | | 1.04 | | | | (0.39 | ) | | | — | | |
2019 | | $ | 11.95 | | | | 0.31 | | | | 0.61 | | | | 0.92 | | | | (0.36 | ) | | | — | | |
2018 | | $ | 12.08 | | | | 0.30 | | | | (0.35 | ) | | | (0.05 | ) | | | (0.08 | ) | | | — | (c) | |
2017 | | $ | 11.88 | | | | 0.28 | | | | 0.21 | | | | 0.49 | | | | (0.29 | ) | | | — | | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.'s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
(c) Amount is less than $0.005 per share.
See notes to financial statements.
22
Victory Variable Insurance Funds | | Financial Highlights — continued | |
For a Share Outstanding Throughout Each Period
| | | | Ratios to Average Net Assets | | Supplemental Data | |
| | Total Distributions | | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory INCORE Investment Quality Bond VIP Series | |
Year Ended December 31: | |
2021 | | | (0.58 | ) | | $ | 12.55 | | | | (0.22 | )% | | | 0.56 | % | | | 1.48 | % | | | 0.71 | % | | $ | 599,100 | | | | 75 | % | |
2020 | | | (0.39 | ) | | $ | 13.16 | | | | 8.35 | % | | | 0.56 | % | | | 1.94 | % | | | 0.75 | % | | $ | 601,722 | | | | 81 | % | |
2019 | | | (0.36 | ) | | $ | 12.51 | | | | 7.72 | % | | | 0.56 | % | | | 2.46 | % | | | 0.74 | % | | $ | 610,439 | | | | 96 | % | |
2018 | | | (0.08 | ) | | $ | 11.95 | | | | (0.41 | )% | | | 0.56 | % | | | 2.52 | % | | | 0.62 | % | | $ | 645,001 | | | | 109 | % | |
2017 | | | (0.29 | ) | | $ | 12.08 | | | | 4.15 | % | | | 0.56 | % | | | 2.28 | % | | | 0.61 | % | | $ | 726,721 | | | | 83 | % | |
See notes to financial statements.
23
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2021 | |
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 U.S. Generally Accepted Accounting Principles ("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 the 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 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
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 their 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 their 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.
Swap agreements are valued at the mean between the current bid and ask prices. To the extent this model is utilized, these valuations are considered as Level 2 in the fair value hierarchy.
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 December 31, 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 | | $ | — | | | $ | 20,472,438 | | | $ | — | | | $ | 20,472,438 | | |
Collateralized Mortgage Obligations | | | — | | | | 4,964,074 | | | | — | | | | 4,964,074 | | |
Preferred Stocks | | | 28,712,666 | | | | 519,637 | | | | — | | | | 29,232,303 | | |
Corporate Bonds | | | — | | | | 320,148,953 | | | | — | | | | 320,148,953 | | |
Residential Mortgage-Backed Securities | | | — | | | | 1,249,091 | | | | — | | | | 1,249,091 | | |
Yankee Dollars | | | — | | | | 54,363,788 | | | | — | | | | 54,363,788 | | |
U.S. Government Mortgage-Backed Agencies | | | — | | | | 130,673,387 | | | | — | | | | 130,673,387 | | |
U.S. Treasury Obligations | | | — | | | | 28,596,234 | | | | — | | | | 28,596,234 | | |
Collateral for Securities Loaned | | | 36,969,355 | | | | — | | | | — | | | | 36,969,355 | | |
Total | | $ | 65,682,021 | | | $ | 560,987,602 | | | $ | — | | | $ | 626,669,623 | | |
Other Financial Investments^: | |
Assets: | |
Credit Default Swaps | | $ | — | | | $ | 9,297 | | | $ | — | | | $ | 9,297 | | |
Futures | | | 63,897 | | | | — | | | | — | | | | 63,897 | | |
Liabilities: | |
Futures | | $ | (112,661 | ) | | $ | — | | | $ | — | | | $ | (112,661 | ) | |
Total | | $ | (48,764 | ) | | $ | 9,297 | | | $ | — | | | $ | (39,467 | ) | |
^ Futures contracts and credit default swaps are valued at the unrealized appreciation (depreciation) on the investment.
For the year ended December 31, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 Payables for Investments purchased on the accompanying Statement of Assets and Liabilities and the segregated assets are identified on the Schedule of Portfolio Investments.
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.
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 the 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 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
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 reflected on the Statement of Assets and Liabilities under Deposit with broker for futures contracts.
Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for futures contracts. During the year ended December 31, 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.
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.
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 year 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 reflected on the Statement of Assets and Liabilities under Deposit with broker for swap agreements.
Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for swap agreements. The Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management during the year.
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 December 31, 2021:
| | Assets | | Liabilities | |
| | Variation Margin Receivable on Open Futures Contracts* | | Variation Margin Receivable on Open Swap Agreements* | | Variation Margin Payable on Open Futures Contracts* | |
Credit Risk Exposure | | $ | — | | | $ | 9,297 | | | $ | — | | |
Currency Risk Exposure | | | 60,319 | | | | — | | | | — | | |
| | Assets | | Liabilities | |
| | Variation Margin Receivable on Open Futures Contracts* | | Variation Margin Receivable on Open Swap Agreements* | | Variation Margin Payable on Open Futures Contracts* | |
Equity Risk Exposure | | $ | — | | | $ | — | | | $ | 36,684 | | |
Interest Rate Risk Exposure | | | 3,578 | | | | — | | | | 75,977 | | |
* 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.
28
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 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 | |
Credit Risk Exposure | | $ | — | | | $ | 825,459 | | | $ | — | | | $ | 9,297 | | |
Currency Risk Exposure | | | 473,236 | | | | — | | | | 60,319 | | | | — | | |
Equity Risk Exposure | | | (3,435 | ) | | | — | | | | (36,684 | ) | | | — | | |
Interest Rate Risk Exposure | | | (2,023,011 | ) | | | — | | | | 9,448 | | | | — | | |
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 year end is generally representative of the notional amount of open positions to net assets throughout the year.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or 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 Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans 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 generally cured 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 and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. 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 Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays 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. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.
29
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.
The following table is a summary of the Fund's securities lending transactions as of December 31, 2021.
Value of Securities on Loan | | Non-Cash Collateral | | Cash Collateral | |
$ | 36,160,213 | | | $ | — | | | $ | 36,969,355 | | |
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.
For the year ended December 31, 2021, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.
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 that Fund, while expenses that 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 an affiliated trust based upon net assets or another appropriate basis.
3. Purchases and Sales:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2021, were as follows:
Excluding U.S. Government Securities | | U.S. Government Securities | |
Purchases | | Sales | | Purchases | | Sales | |
$ | 183,233,992 | | | $ | 144,195,971 | | | $ | 266,689,992 | | | $ | 299,058,509 | | |
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 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 year ended December 31, 2021, are reflected on the Statement of Operations as Investment advisory fees.
30
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
Administration and Servicing Fees:
VCM also 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. The tiered rates at which VCM is paid by the Funds are shown in the table below:
Net Assets | |
Up to $15 billion | | $15 billion – $30 billion | | Over $30 billion | |
| 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the year ended December 31, 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 year ended December 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.
The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("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 CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Portfolios, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a
31
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
Fund's business are excluded from the expense limits. As of December 31, 2021, the expense limit (excluding voluntary waivers) is 0.56%.
Under the terms of the expense limitation agreement, as 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 December 31, 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 repayments are not probable at December 31, 2021.
Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 1,148,942 | | | $ | 1,095,262 | | | $ | 898,520 | | | $ | 3,142,724 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund is not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended December 31, 2021.
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 issuer's ability to timely meet its debt obligations as they come due.
Mortgage- and Asset-Backed Securities Risk — Mortgage- and asset-backed securities ("MBS" or "ABS," respectively) differ from conventional debt securities because principal is paid back over the life of the security rather than at maturity. MBS and ABS are subject to prepayment or call risk, which is the risk that a borrower's payments may be received earlier than expected due to changes in prepayment rates on underlying loans. As a result, the Funds may reinvest these early payments at lower interest rates, thereby reducing the Fund's income. These securities also are subject to extension risk, which is the risk that the life of the ABS or MBS may be extended due to higher interest rates and lower prepayments. As a result, the value of the securities will decrease. The value of MBS can be impacted by factors affecting the housing market, and MBS also are subject to the risk of high default rates on the mortgages within the mortgage pool. The liquidity of non-agency or privately issued ABS or MBS securities, in particular those that are rated as non-investment grade, may change dramatically over time.
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.
32
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
Derivatives Risk — The use of derivative instruments, such as futures contracts and credit default swaps, exposes the Fund to additional risks and transaction costs. Risks of derivative instruments include: (1) the risk that interest rates, securities prices, asset values, and currency markets will not move in the direction that a portfolio manager anticipates; (2) imperfect correlation between the price of derivative instruments and movements in the prices of the securities, assets, interest rates or currencies being hedged; (3) the fact that skills needed to use these strategies are different than those needed to select portfolio securities; (4) the possible absence of a liquid secondary market for any particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; (5) the risk that adverse price movements in an instrument can result in a loss substantially greater than the Fund's initial investment in that instrument (in some cases, the potential loss is unlimited); (6) particularly in the case of privately-negotiated instruments, the risk that the counterparty will not perform its obligations, which could leave the Fund worse off than if it had not entered into the position; and (7) the inability to close out certain hedged positions to avoid adverse tax consequences.
LIBOR Discontinuation Risk — The London Interbank Offered Rate ("LIBOR") discontinuation may adversely affect the financial markets generally and the Funds' operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets, and a large portion of the Funds' assets are tied to LIBOR. However, LIBOR has been or will be discontinued as a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.
Non-LIBOR floating-rate obligations, including Secured Overnight Financing Rate ("SOFR")-based obligations, may have returns and values that fluctuate more than those of floating-rate debt obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest-rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.
Various SOFR-based rates, including SOFR-based term rates, and various non-SOFR-based rates are expected to develop in response to the discontinuation of U.S. dollar LIBOR, which may create various risks for the Funds and the financial markets more generally. There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial markets as LIBOR alternatives. Such rates include Ameribor (American Interbank Offered Rate), BSBY (Bloomberg Short-Term Bank Yield Index) and BYI (Bank Yield Index). Unlike forward-looking SOFR-based term rates, such rates are intended to reflect a bank credit spread component.
It is not clear how replacement rates for LIBOR — including SOFR-based rates and non-SOFR-based rates — will develop and to what extent they will be used. There is no assurance that these replacement rates will be suitable substitutes for LIBOR, and thus the substitution of such rates for LIBOR could have an adverse effect on the Funds and the financial markets more generally. Concerns about market depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, which may or may not be similar to the risks relating to SOFR.
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 28, 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
33
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 year ended December 31, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) on amounts borrowed. Prior to June 28, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. 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 year ended December 31, 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 reflected on the Statement of Operations under Interfund lending.
The Fund did not utilize or participate in the Facility during the year ended December 31, 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.
As of December 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.
34
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
Distributions paid from | | | | Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 21,097,845 | | | $ | 5,844,674 | | | $ | 26,942,519 | | | $ | 17,475,430 | | | $ | — | | | $ | 17,475,430 | | |
As of December 31, 2021, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Loss) | |
$ | 11,886,885 | | | $ | 1,684,366 | | | $ | 13,571,251 | | | $ | 13,971,674 | | | $ | 27,542,925 | | |
* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales, contingent payment debt instruments, and deemed dividends on Convertible Debt Under Sec. 305(c).
As of December 31, 2021, the Fund had no capital loss carryforwards for federal income tax purposes.
As of December 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 612,697,949 | | | $ | 19,422,807 | | | $ | (5,451,133 | ) | | $ | 13,971,674 | | |
35
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory INCORE Investment Quality Bond VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the three years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221585_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2022
36
Victory Variable Insurance Funds | | Supplemental Information December 31, 2021 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently nine Trustees, eight of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their date of birth, their position with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees eight portfolios in the Trust, 41 portfolios in Victory Portfolios, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 46 portfolios of the USAA Mutual Funds Trust. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D. T. Andrews, Born April 1947 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Trustee, Carlyle Secured Lending III (since 2021). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015) | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | None. | |
37
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016- September 2017). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012). | |
Leigh A. Wilson, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.; Chairman and Chief Executive Officer (since 2019), Victory Capital Transfer Agency, Inc. | | Trustee, USAA Mutual Funds Trust; Board Member, Victory Capital Services, Inc. | |
* The Board has designated Ms. Beard and Mr. Meyer as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
38
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser; Chief Operating Officer, Victory Capital Services, Inc. (since 2020); Vice President, Victory Capital Transfer Agency, Inc. (since 2019). | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, Born March 1984 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Sean Fox, Born September 1976 | | Deputy Chief Compliance Officer | | July 2021 | | Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019). | |
Chuck Booth, Born April 1960 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
39
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 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 are 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 July 1, 2021, through December 31, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 7/1/21 | | Actual Ending Account Value 12/31/21 | | Hypothetical Ending Account Value 12/31/21 | | Actual Expenses Paid During Period 7/1/21-12/31/21* | | Hypothetical Expenses Paid During Period 7/1/21-12/31/21* | | Annualized Expense Ratio During Period 7/1/21-12/31/21 | |
$ | 1,000.00 | | | $ | 1,005.50 | | | $ | 1,022.38 | | | $ | 2.83 | | | $ | 2.85 | | | | 0.56 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
40
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Additional Federal Income Tax Information
For the year ended December 31, 2021, the Fund designated short-term and long-term capital gain distributions in the amount of $8,072,202 and $5,844,674, respectively.
41
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on November 30, 2021. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at the meetings on October 19, 2021, and November 30, 2021. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund and independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by a consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk, liquidity and valuation of portfolio securities, and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows (acknowledging that economies of scale can be complex to assess and typically are not directly measurable);
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. The Board retained a consultant to provide comparative information about fees and performance. The Board met with the consultant to review its inputs and methodologies, among other things. The Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by the consultant and a peer group of funds with similar investment strategies selected by that consultant from the universe. The Board reviewed the factors and methodology used by the consultant in the selection of the Fund's
42
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
peer group, including that consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to that consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which would be a structure that results in reduced fees as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.
The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2021, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for all of the periods reviewed and underperformed the peer group median for all of the periods reviewed. The Board discussed with the Adviser how market conditions affected the Fund during periods of underperformance as compared to the peer group median given the Fund's investment strategy and fee and expense profile.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
43
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
44
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
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Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-IIQBVIP-AR (12/21)
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December 31, 2021
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 Capital website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Shareholder Letter (Unaudited) | |
Manager's Commentary/Investment Overview (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 7 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 8 | | |
Schedule of Portfolio Investments | | | 9 | | |
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 | | |
Report of Independent Registered Public Accounting Firm | | | 23 | | |
Supplemental Information (Unaudited) | |
Trustee and Officer Information | | | 24 | | |
Proxy Voting and Portfolio Holdings Information | | | 27 | | |
Expense Example | | | 27 | | |
Additional Federal Income Tax Information | | | 28 | | |
Advisory Contract Renewal | | | 29 | | |
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 Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
Another year has passed, but unfortunately the pandemic endures. Yet, looking back on the year ended 2021, it is evident that financial markets have endured as well, despite stiff headwinds — including new COVID-19 variants; disruption among global supply chains; uncomfortable inflation readings; and the fear of rising interest rates.
Through it all, the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again registered a positive annual total return (that makes it 12 out of the past 13 years). This was largely driven by a U.S. economy that bounced back quickly after what was effectively a global economic shutdown in 2020, and we witnessed robust earnings growth across many sectors thanks in no small part to continued fiscal stimulus and accommodative monetary policy. Underlying this positive performance were interesting differences among investment styles and market capitalizations. For example, growth-oriented investments outperformed value within large-caps but underperformed within both mid-caps and small-caps (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for higher interest rates next year?
There were other notable subplots to 2021. Early in the year we watched in disbelief as "meme stocks" — a few names that gained massive notoriety on social media platforms — went on stomach-churning roller coaster rides. Also, intriguing was how the biotech sector struggled mightily despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, while crypto assets captivated investors. Now we're all watching how crypto's underlying blockchain technologies might disrupt business-as-usual across industries in the years ahead. These were just a few of the highlights of the past year.
Through all the twists and turns, the S&P 500® Index registered an impressive annual total return of nearly 29% for the 12-month period ended December 31, 2021. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 59 basis points (a basis point is 1/100th of a percentage point), reflecting substantial fiscal stimuli and the U.S. Federal Reserve's (the "Fed") accommodative monetary stance (recently). At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 1.52%.
Despite the resiliency of financial markets, we fully acknowledge that the volatility and unusual events of recent years may have made investors uneasy at times. However, this simply underscores why it's important for investors to remain calm and unemotional in the face of market turmoil. A long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerance are some of the key ingredients for staying the course and progressing on your investment goals.
Of course, no one knows for certain what 2022 will bring. We are already facing a potential end to the Fed's accommodative monetary policies and the various forms of fiscal stimuli that helped revive the economy from the depths of the pandemic-induced market downturn. By all accounts, the Fed appears ready to raise short-term
3
interest rates, perhaps as early as the end of the first quarter, though any move will certainly be data dependent, and some are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. There will likely be new headwinds, some yet to be identified.
Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at our investment franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.
On the following pages, you will find information relating to your Victory Funds investment, brought to you by Victory Capital. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863 or visit our website at www.vcm.com.
From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221586_ba003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory RS Large Cap Alpha VIP Series
Manager's Commentary
(Unaudited)
What were the market conditions during the reporting period?
Is the global economy approaching an important inflection point? Perhaps. U.S. equity markets certainly appear to be acting as if this is a possibility, vacillating and turning in mixed results during the fourth quarter of 2021. However, the optimists seemed to be winning this latest tug-of-war, and upbeat investor sentiment helped push several areas of the equities market to new all-time highs as we approached year-end.
In general, we have continued to see a normalization of economic activity following the rollout of COVID-19 vaccinations, though investors have lingering concerns over elevated inflation readings — evidenced by some of the highest year-over-year Consumer Price Index readings in decades — as well as the pending expiration of emergency fiscal and monetary measures. On top of that, we are experiencing another surge in COVID-19 cases due to the Delta and worrisome Omicron variants, which in turn is raising questions about whether corporate operations (and earnings) will be disrupted in the new calendar year.
Will the economy continue to normalize and grow, or are we poised to pull back in 2022? This ongoing uncertainty suggests that there will be a continued push and pull among investors in the year ahead. We expect that periods of elevated volatility may continue, especially for risk assets. Yet this type of ambiguity can also create attractive opportunities for patient, long-term investors. In fact, security selection looks to become more important than ever as some sectors of the economy are being discounted by investors, while other pockets of the market may be quite vulnerable given that investors have bid up some stocks well past what fundamentals appear to warrant.
An underlying theme for U.S. equity markets at the start of 2021 was that value-oriented cyclical stocks (defined as those with fundamentals that are closely tied to short-term economic output) had materially outperformed growth-oriented secular stocks (defined as stocks that are taking market share from legacy companies, and thus are less sensitive to short-term economic output). This theme reversed course to a large extent within the large-cap space, as large growth was the best performing style within U.S. equity markets during the fourth quarter of 2021. However, a similar reversal has not yet been seen in the small-cap space. In fact, small-cap secular growth has continued to struggle, whereas small-cap value was the best-performing investment style group for the entire year.
This cyclical versus secular tug-of-war was evident within indices. For example, earlier in the year the energy, producer durables, materials & processing, and consumer staples sectors led the market higher. Later in the year, however, market leadership (particularly within large-caps) shifted back to growth-oriented technology. Perhaps even more telling was the tug-of-war between small and large companies during 2021. While investors embraced small-cap stocks early in the year, it became clear that higher inflation might be more than just "transitory." As a result, the Fed adopted a more hawkish stance, which helped push investor preferences away from small-cap stocks and toward larger companies in the second half of the year.
In terms of the overall numbers, the Russell 3000® Value Index gained 7.54% during the
5
Victory Variable Insurance Funds
Victory RS Large Cap Alpha VIP Series (continued)
Manager's Commentary (continued)
fourth quarter of 2021 and was up 25.37% for the full year. In terms of market capitalizations, small was mighty when it came to value stocks in 2021. The Russell 2000® Value Index returned 28.27% for the year, while the Russell Midcap® Value Index returned 28.34% and the Russell 1000® Value Index (the "Index") posted an annual gain of 25.16%.
Looking ahead, the outlook remains mostly constructive for equities, though caveats always apply. The most obvious of these is the trajectory of the pandemic and the potential emergence of any new variants. Will we continue to cope adequately with these societal challenges, or will we revert to lockdowns? For the moment, investors remain relatively optimistic. Labor shortages and supply chain disruptions also pose risks, as does the potential for higher inflation. The Fed seems committed to addressing rising inflation and has all but banned the word "transitory" from its analysis. What remains to be seen is how far and how fast interest rates rise, and whether the alarming inflation readings of late 2021 subside. Despite the risks and inevitable bouts of volatility, we continue to see companies across the capitalization spectrum — including many in traditional value-oriented sectors — with solid fundamentals and encouraging earnings growth potential.
How did Victory RS Large Cap Alpha VIP Series (the "Fund") perform during the reporting period?
The Fund returned 23.49% for the fiscal year ended December 31, 2021, underperforming the Index, which returned 25.16% during the reporting period.
What strategies did you employ during the reporting period?
The Fund underperformed the Index despite strong stock selection in the Communication Services sector. Negative contributors to stock selection were in the Technology sector and to a lesser degree the Financials sector, as company-specific bets were not rewarded in 2021. However, our investments in the Communication Services sector paid off in 2021. Alphabet Inc. Class A was a significant positive contributor to performance. Sealed Air was also a positive contributor in the Materials sector, as the food packaging company continued to show positive traction. Where we struggled was in the Technology sector, where a combination of unattractive valuations in more cyclical areas of the sector (names we did not own) coupled with continued pandemic-related near-term headwinds (names we did own) led to the underperformance. Euronet Worldwide was pressured in its ATM segment by muted tourism demand. Within the Financials sector, continued high levels of catastrophe losses from wildfires and hurricanes pressured returns, as the market focused on more cyclical names. While 2021 was a challenging year, we expect more from ourselves and strive to deliver exceptional results over the long term to our clients. Although nothing is certain, a backdrop of rising interest rates provides a tailwind to value investors and our Fund.
6
Victory Variable Insurance Funds
Victory RS Large Cap Alpha VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2021
| | Class I | | | | | |
INCEPTION DATE | | 4/13/83 | | | | | |
| | Net Asset Value | | Russell 1000® Value Index1 | | S&P 500® Index2 | |
One Year | | | 23.49 | % | | | 25.16 | % | | | 28.71 | % | |
Five Year | | | 11.73 | % | | | 11.16 | % | | | 18.47 | % | |
Ten Year | | | 13.07 | % | | | 12.97 | % | | | 16.55 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower. 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.
Victory RS Large Cap Alpha VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221586_bc004.jpg)
1The Russell 1000® Value Index is made up of about 1,000 of the largest companies in the U.S. equity market. It represents top companies by market capitalization. It's made up of about 90% of the total market capitalization of all U.S. stocks. It is not possible to invest directly in an index. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.
2The S&P 500® Index is an unmanaged index comprised of 500 domestically traded common stocks, is weighted according to the market value of each common stock in the index, and includes reinvestment of dividends. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.
Past performance is not indicative of future results.
7
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | December 31, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund seeks to provide long-term capital appreciation.
Top 10 Holdings*:
December 31, 2021
(% of Net Assets)
Comerica, Inc. | | | 4.0 | % | |
Vistra Corp. | | | 3.8 | % | |
Keurig Dr Pepper, Inc. | | | 3.7 | % | |
Humana, Inc. | | | 3.7 | % | |
The Progressive Corp. | | | 3.7 | % | |
Willis Towers Watson PLC | | | 3.5 | % | |
Sealed Air Corp. | | | 3.3 | % | |
Mondelez International, Inc. | | | 3.3 | % | |
Global Payments, Inc. | | | 3.1 | % | |
Meta Platforms, Inc. | | | 3.1 | % | |
Sector Allocation*:
December 31, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221586_bc005.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.
8
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | Schedule of Portfolio Investments December 31, 2021 | |
Security Description | | Shares | | Value | |
Common Stocks (97.1%) | |
Communication Services (4.6%): | |
Alphabet, Inc., Class A (a) | | | 4,975 | | | $ | 14,412,774 | | |
Meta Platforms, Inc., Class A (a) | | | 86,520 | | | | 29,101,002 | | |
| | | 43,513,776 | | |
Consumer Discretionary (4.6%): | |
General Motors Co. (a) | | | 237,050 | | | | 13,898,241 | | |
LKQ Corp. | | | 293,760 | | | | 17,634,413 | | |
Target Corp. | | | 52,750 | | | | 12,208,460 | | |
| | | 43,741,114 | | |
Consumer Staples (8.2%): | |
Keurig Dr Pepper, Inc. | | | 961,590 | | | | 35,444,207 | | |
Lamb Weston Holdings, Inc. | | | 174,880 | | | | 11,083,895 | | |
Mondelez International, Inc., Class A | | | 468,210 | | | | 31,047,005 | | |
| | | 77,575,107 | | |
Energy (5.2%): | |
Enterprise Products Partners LP | | | 767,420 | | | | 16,852,543 | | |
Hess Corp. | | | 176,930 | | | | 13,098,128 | | |
Pioneer Natural Resources Co. | | | 76,770 | | | | 13,962,928 | | |
Valero Energy Corp. | | | 72,240 | | | | 5,425,946 | | |
| | | 49,339,545 | | |
Financials (20.8%): | |
Cboe Global Markets, Inc. | | | 187,480 | | | | 24,447,392 | | |
Comerica, Inc. | | | 437,780 | | | | 38,086,860 | | |
Interactive Brokers Group, Inc. | | | 230,860 | | | | 18,334,901 | | |
JPMorgan Chase & Co. | | | 121,670 | | | | 19,266,444 | | |
KeyCorp | | | 485,610 | | | | 11,232,159 | | |
The Progressive Corp. | | | 343,310 | | | | 35,240,771 | | |
U.S. Bancorp | | | 327,380 | | | | 18,388,935 | | |
Willis Towers Watson PLC | | | 138,350 | | | | 32,856,742 | | |
| | | 197,854,204 | | |
Health Care (17.3%): | |
AbbVie, Inc. | | | 178,760 | | | | 24,204,104 | | |
Cigna Corp. | | | 110,950 | | | | 25,477,448 | | |
Humana, Inc. | | | 76,370 | | | | 35,424,988 | | |
Johnson & Johnson | | | 83,060 | | | | 14,209,074 | | |
Medtronic PLC | | | 245,660 | | | | 25,413,527 | | |
Sotera Health Co. (a) | | | 841,010 | | | | 19,805,786 | | |
UnitedHealth Group, Inc. | | | 40,865 | | | | 20,519,951 | | |
| | | 165,054,878 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory RS Large Cap Alpha VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Industrials (11.5%): | |
Eaton Corp. PLC | | | 55,970 | | | $ | 9,672,735 | | |
Johnson Controls International PLC | | | 61,360 | | | | 4,989,182 | | |
L3Harris Technologies, Inc. | | | 43,140 | | | | 9,199,174 | | |
Leidos Holdings, Inc. | | | 165,510 | | | | 14,713,839 | | |
PACCAR, Inc. | | | 146,720 | | | | 12,949,507 | | |
Parker-Hannifin Corp. | | | 38,050 | | | | 12,104,466 | | |
Raytheon Technologies Corp. | | | 109,121 | | | | 9,390,953 | | |
Sensata Technologies Holding PLC (a) | | | 242,670 | | | | 14,970,312 | | |
Union Pacific Corp. | | | 85,920 | | | | 21,645,826 | | |
| | | 109,635,994 | | |
Information Technology (8.4%): | |
Euronet Worldwide, Inc. (a) | | | 168,240 | | | | 20,049,161 | | |
Fidelity National Information Services, Inc. | | | 159,440 | | | | 17,402,876 | | |
FleetCor Technologies, Inc. (a) | | | 59,550 | | | | 13,329,672 | | |
Global Payments, Inc. | | | 218,160 | | | | 29,490,869 | | |
| | | 80,272,578 | | |
Materials (5.9%): | |
Freeport-McMoRan, Inc. | | | 275,040 | | | | 11,477,419 | | |
PPG Industries, Inc. | | | 78,080 | | | | 13,464,115 | | |
Sealed Air Corp. | | | 460,810 | | | | 31,090,851 | | |
| | | 56,032,385 | | |
Real Estate (2.6%): | |
Host Hotels & Resorts, Inc. (a) | | | 1,420,740 | | | | 24,706,669 | | |
Utilities (8.0%): | |
Exelon Corp. | | | 472,090 | | | | 27,267,918 | | |
FirstEnergy Corp. | | | 299,440 | | | | 12,453,710 | | |
Vistra Corp. | | | 1,608,940 | | | | 36,635,564 | | |
| | | 76,357,192 | | |
Total Common Stocks (Cost $718,675,955) | | | 924,083,442 | | |
Total Investments (Cost $718,675,955) — 97.1% | | | 924,083,442 | | |
Other assets in excess of liabilities — 2.9% | | | 27,884,058 | | |
NET ASSETS — 100.00% | | $ | 951,967,500 | | |
(a) Non-income producing security.
LP — Limited Partnership
PLC — Public Limited Company
See notes to financial statements.
10
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2021 | |
| | Victory RS Large Cap Alpha VIP Series | |
Assets: | |
Investments, at value (Cost $718,675,955) | | $ | 924,083,442 | | |
Cash | | | 29,855,575 | | |
Receivables: | |
Interest and dividends | | | 1,203,594 | | |
Capital shares issued | | | 1,613 | | |
From Adviser | | | 335,160 | | |
Prepaid expenses | | | 1,659 | | |
Total Assets | | | 955,481,043 | | |
Liabilities: | |
Payables: | |
Investments purchased | | | 2,201,064 | | |
Capital shares redeemed | | | 410,155 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 393,727 | | |
Administration fees | | | 48,801 | | |
Custodian fees | | | 7,019 | | |
Transfer agent fees | | | 385,903 | | |
Compliance fees | | | 554 | | |
Trustees' fees | | | 301 | | |
Other accrued expenses | | | 66,019 | | |
Total Liabilities | | | 3,513,543 | | |
Net Assets: | |
Capital | | | 587,156,019 | | |
Total accumulated earnings/(loss) | | | 364,811,481 | | |
Net Assets | | $ | 951,967,500 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 17,519,055 | | |
Net asset value: | | $ | 54.34 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2021 | |
| | Victory RS Large Cap Alpha VIP Series | |
Investment Income: | |
Dividends | | $ | 19,167,830 | | |
Interest | | | 3,553 | | |
Securities lending (net of fees) | | | 1,036 | | |
Foreign tax withholding | | | (19,240 | ) | |
Total Income | | | 19,153,179 | | |
Expenses: | |
Investment advisory fees | | | 4,733,880 | | |
Administration fees | | | 522,413 | | |
Sub-Administration fees | | | 16,792 | | |
Custodian fees | | | 42,902 | | |
Transfer agent fees | | | 1,376,459 | | |
Trustees' fees | | | 61,612 | | |
Compliance fees | | | 6,905 | | |
Legal and audit fees | | | 77,081 | | |
Other expenses | | | 30,680 | | |
Total Expenses | | | 6,868,724 | | |
Expenses waived/reimbursed by Adviser | | | (1,660,693 | ) | |
Net Expenses | | | 5,208,031 | | |
Net Investment Income (Loss) | | | 13,945,148 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 152,682,981 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | 33,763,008 | | |
Net realized/unrealized gains (losses) on investments | | | 186,445,989 | | |
Change in net assets resulting from operations | | $ | 200,391,137 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS Large Cap Alpha VIP Series | |
| | Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 13,945,148 | | | $ | 12,027,378 | | |
Net realized gains (losses) from investments | | | 152,682,981 | | | | (12,788,108 | ) | |
Net change in unrealized appreciation/depreciation on investments | | | 33,763,008 | | | | (6,154,345 | ) | |
Change in net assets resulting from operations | | | 200,391,137 | | | | (6,915,075 | ) | |
Change in net assets resulting from distributions to shareholders | | | (10,232,918 | ) | | | (66,563,701 | ) | |
Change in net assets resulting from capital transactions | | | (139,380,567 | ) | | | 15,973,696 | | |
Change in net assets | | | 50,777,652 | | | | (57,505,080 | ) | |
Net Assets: | |
Beginning of period | | | 901,189,848 | | | | 958,694,928 | | |
End of period | | $ | 951,967,500 | | | $ | 901,189,848 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 15,969,173 | | | $ | 47,198,944 | | |
Distributions reinvested | | | 10,232,918 | | | | 66,563,701 | | |
Cost of shares redeemed | | | (165,582,658 | ) | | | (97,788,949 | ) | |
Change in net assets resulting from capital transactions | | $ | (139,380,567 | ) | | $ | 15,973,696 | | |
Share Transactions: | |
Issued | | | 308,380 | | | | 1,205,003 | | |
Reinvested | | | 192,493 | | | | 1,510,096 | | |
Redeemed | | | (3,239,565 | ) | | | (2,316,973 | ) | |
Change in Shares | | | (2,738,692 | ) | | | 398,126 | | |
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 | |
Victory RS Large Cap Alpha VIP Series | | | |
Year Ended December 31: | |
2021 | | $ | 44.49 | | | | 0.75 | | | | 9.69 | | | | 10.44 | | | | (0.59 | ) | | | — | | |
2020 | | $ | 48.27 | | | | 0.62 | | | | (0.90 | ) | | | (0.28 | ) | | | (0.56 | ) | | | (2.94 | ) | |
2019 | | $ | 43.45 | | | | 0.70 | | | | 12.75 | | | | 13.45 | | | | (0.48 | ) | | | (8.15 | ) | |
2018 | | $ | 54.01 | | | | 0.60 | | | | (5.44 | ) | | | (4.84 | ) | | | (0.02 | ) | | | (5.70 | ) | |
2017 | | $ | 45.98 | | | | 0.51 | | | | 8.07 | | | | 8.58 | | | | (0.55 | ) | | | — | | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.'s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
(c) Reflects a return to normal trading levels after a prior-year strategy or allocation shift.
(d) Reflects an increase in trading activity due to asset allocation shifts.
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 | |
| | Total Distributions | | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory RS Large Cap Alpha VIP Series | |
Year Ended December 31: | |
2021 | | | (0.59 | ) | | $ | 54.34 | | | | 23.49 | % | | | 0.55 | % | | | 1.47 | % | | | 0.73 | % | | $ | 951,968 | | | | 51 | %(c) | |
2020 | | | (3.50 | ) | | $ | 44.49 | | | | (0.44 | )% | | | 0.55 | % | | | 1.47 | % | | | 0.74 | % | | $ | 901,190 | | | | 101 | %(d) | |
2019 | | | (8.63 | ) | | $ | 48.27 | | | | 31.16 | % | | | 0.55 | % | | | 1.37 | % | | | 0.73 | % | | $ | 958,695 | | | | 50 | % | |
2018 | | | (5.72 | ) | | $ | 43.45 | | | | (9.00 | )% | | | 0.55 | % | | | 1.10 | % | | | 0.62 | % | | $ | 846,990 | | | | 60 | % | |
2017 | | | (0.55 | ) | | $ | 54.01 | | | | 18.67 | % | | | 0.55 | % | | | 1.02 | % | | | 0.60 | % | | $ | 1,060,740 | | | | 56 | % | |
See notes to financial statements.
15
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2021 | |
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 U.S. Generally Accepted Accounting Principles ("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 the 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
16
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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.
A summary of the valuations as of December 31, 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 | | $ | 924,083,442 | | | $ | — | | | $ | — | | | $ | 924,083,442 | | |
Total | | $ | 924,083,442 | | | $ | — | | | $ | — | | | $ | 924,083,442 | | |
For the year ended December 31, 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 or the last business day of the reporting period. Interest income is determined on the basis of coupon interest accrued using the effective interest method which adjusts, where applicable, the amortization of premiums or accretion of discounts. Dividend income is recorded on the ex-dividend date. Gains or losses realized on sales of securities are recorded on the identified cost basis.
Withholding taxes on interest, dividends, and gains as a result of certain investments in ADRs by the Fund have been provided for in accordance with each investment's applicable country's tax rules and rates.
17
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
Securities Lending:
The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans 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 generally cured 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 and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. 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 Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays 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. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.
The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.
As of December 31, 2021, the Fund did not have any securities on loan.
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.
For the year ended December 31, 2021, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.
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 that Fund, while expenses that 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 an affiliated trust based upon net assets or another appropriate basis.
18
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
3. Purchases and Sales:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2021, were as follows:
Excluding U.S. Government Securities | |
Purchases | | Sales | |
$ | 466,857,025 | | | $ | 624,873,211 | | |
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 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 year ended December 31, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM also 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. The tiered rates at which VCM is paid by the Funds are shown in the table below:
Net Assets | |
Up to $15 billion | | $15 billion – $30 billion | | Over $30 billion | |
| 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the year ended December 31, 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 year ended December 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.
The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("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 CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Portfolios, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 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
19
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
out-of-pocket expenses incurred in providing these services. Amounts incurred for the year ended December 31, 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 year ended December 31, 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 which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of December 31, 2021, the expense limit (excluding voluntary waivers) is 0.55%.
Under the terms of the expense limitation agreement, as 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 December 31, 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 December 31, 2021.
Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 1,698,805 | | | $ | 1,542,248 | | | $ | 1,660,693 | | | $ | 4,901,746 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund is not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended December 31, 2021.
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
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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.
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 28, 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 year ended December 31, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) on amounts borrowed. Prior to June 28, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. 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 year ended December 31, 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 reflected on the Statement of Operations under Interfund lending.
The Fund did not utilize or participate in the Facility during the year ended December 31, 2021.
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 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.
As of December 31, 2021, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:
Total Accumulated Earnings/(Loss) | | Capital | |
$ | 3,438 | | | $ | (3,438 | ) | |
The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
Distributions Paid From: | | | | Distributions Paid From: | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 10,232,918 | | | $ | — | | | $ | 10,232,918 | | | $ | 11,160,516 | | | $ | 55,403,185 | | | $ | 66,563,701 | | |
As of December 31, 2021, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Loss) | |
$ | 62,153,370 | | | $ | 97,804,619 | | | $ | 159,957,989 | | | $ | 204,853,492 | | | $ | 364,811,481 | | |
* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales and partn ership basis adjustments.
As of December 31, 2021, the Fund had no capital loss carryforwards for federal income tax purposes.
During the tax year ended December 31, 2021, the Fund utilized $3,339,848 of capital loss carryforwards.
As of December 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 719,229,950 | | | $ | 216,915,273 | | | $ | (12,061,781 | ) | | $ | 204,853,492 | | |
22
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory RS Large Cap Alpha VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the three years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221586_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2022
23
Victory Variable Insurance Funds | | Supplemental Information December 31, 2021 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently nine Trustees, eight of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their date of birth, their position with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees eight portfolios in the Trust, 41 portfolios in Victory Portfolios, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 46 portfolios of the USAA Mutual Funds Trust. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D. T. Andrews, Born April 1947 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Trustee, Carlyle Secured Lending III (since 2021). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015) | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | None. | |
24
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016- September 2017). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012). | |
Leigh A. Wilson, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.; Chairman and Chief Executive Officer (since 2019), Victory Capital Transfer Agency, Inc. | | Trustee, USAA Mutual Funds Trust; Board Member, Victory Capital Services, Inc. | |
* The Board has designated Ms. Beard and Mr. Meyer as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
25
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser; Chief Operating Officer, Victory Capital Services, Inc. (since 2020); Vice President, Victory Capital Transfer Agency, Inc. (since 2019). | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, Born March 1984 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Sean Fox, Born September 1976 | | Deputy Chief Compliance Officer | | July 2021 | | Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019). | |
Chuck Booth, Born April 1960 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
26
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 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 are 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 July 1, 2021, through December 31, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 7/1/21 | | Actual Ending Account Value 12/31/21 | | Hypothetical Ending Account Value 12/31/21 | | Actual Expenses Paid During Period 7/1/21-12/31/21* | | Hypothetical Expenses Paid During Period 7/1/21-12/31/21* | | Annualized Expense Ratio During Period 7/1/21-12/31/21 | |
$ | 1,000.00 | | | $ | 1,055.50 | | | $ | 1,022.43 | | | $ | 2.85 | | | $ | 2.80 | | | | 0.55 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
27
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Additional Federal Income Tax Information
For the year ended December 31, 2021, the Fund paid qualified dividend income for the purposes of reduced individual federal income tax rates of 100%.
Dividends qualified for corporate dividends received deductions of 100%.
28
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on November 30, 2021. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at the meetings on October 19, 2021, and November 30, 2021. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund and independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by a consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk, liquidity and valuation of portfolio securities, and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows (acknowledging that economies of scale can be complex to assess and typically are not directly measurable);
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. The Board retained a consultant to provide comparative information about fees and performance. The Board met with the consultant to review its inputs and methodologies, among other things. The Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by the consultant and a peer group of funds with similar investment strategies selected by that consultant from the universe. The Board reviewed the factors and methodology used by the consultant in the selection of the Fund's
29
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
peer group, including the consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which would be a structure that results in reduced fees as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus. The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2021, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for the one-, three- and ten-year periods, outperformed the benchmark index for the five-year period, outperformed the peer group median for the one-year period and underperformed the peer group median for the three-, five and ten-year periods. The Board brought the Fund's underperformance to management's attention and discussed with the Adviser any steps that had been or could be taken to enhance performance in the future.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
30
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
31
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221586_za007.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-LCAVIP-AR (12/21)
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221587_aa001.jpg)
December 31, 2021
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 Capital website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Shareholder Letter (Unaudited) | | | 3 | | |
Manager's Commentary/Investment Overview (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 6 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 7 | | |
Schedule of Portfolio Investments | | | 8 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 17 | | |
Statement of Operations | | | 18 | | |
Statements of Changes in Net Assets | | | 19 | | |
Financial Highlights | | | 20 | | |
Notes to Financial Statements | | | 22 | | |
Report of Independent Registered Public Accounting Firm | | | 33 | | |
Supplemental Information (Unaudited) | |
Trustee and Officer Information | | | 34 | | |
Proxy Voting and Portfolio Holdings Information | | | 37 | | |
Expense Example | | | 37 | | |
Additional Federal Income Tax Information | | | 38 | | |
Advisory Contract Renewal | | | 39 | | |
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-CSR/0001104659-22-027265/j2221587_ba002.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
Another year has passed, but unfortunately the pandemic endures. Yet, looking back on the year ended 2021, it is evident that financial markets have endured as well, despite stiff headwinds — including new COVID-19 variants; disruption among global supply chains; uncomfortable inflation readings; and the fear of rising interest rates.
Through it all, the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again registered a positive annual total return (that makes it 12 out of the past 13 years). This was largely driven by a U.S. economy that bounced back quickly after what was effectively a global economic shutdown in 2020, and we witnessed robust earnings growth across many sectors thanks in no small part to continued fiscal stimulus and accommodative monetary policy. Underlying this positive performance were interesting differences among investment styles and market capitalizations. For example, growth-oriented investments outperformed value within large-caps but underperformed within both mid-caps and small-caps (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for higher interest rates next year?
There were other notable subplots to 2021. Early in the year we watched in disbelief as "meme stocks" — a few names that gained massive notoriety on social media platforms — went on stomach-churning roller coaster rides. Also, intriguing was how the biotech sector struggled mightily despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, while crypto assets captivated investors. Now we're all watching how crypto's underlying blockchain technologies might disrupt business-as-usual across industries in the years ahead. These were just a few of the highlights of the past year.
Through all the twists and turns, the S&P 500® Index registered an impressive annual total return of nearly 29% for the 12-month period ended December 31, 2021. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 59 basis points (a basis point is 1/100th of a percentage point), reflecting substantial fiscal stimuli and the U.S. Federal Reserve's (the "Fed") accommodative monetary stance (recently). At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 1.52%.
Despite the resiliency of financial markets, we fully acknowledge that the volatility and unusual events of recent years may have made investors uneasy at times. However, this simply underscores why it's important for investors to remain calm and unemotional in the face of market turmoil. A long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerance are some of the key ingredients for staying the course and progressing on your investment goals.
Of course, no one knows for certain what 2022 will bring. We are already facing a potential end to the Fed's accommodative monetary policies and the various forms of fiscal stimuli that helped revive the economy from the depths of the pandemic-induced market downturn. By all accounts, the Fed appears ready to raise short-term
3
interest rates, perhaps as early as the end of the first quarter, though any move will certainly be data dependent, and some are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. There will likely be new headwinds, some yet to be identified.
Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at our investment franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.
On the following pages, you will find information relating to your Victory Funds investment, brought to you by Victory Capital. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863 or visit our website at www.vcm.com.
From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221587_bc003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory INCORE Low Duration Bond VIP Series
Manager's Commentary
(Unaudited)
What were the market conditions during the reporting period?
The main themes for 2021 were the reopening of the economy and the debate over transitory versus persistent inflation. Inflation has proven much more persistent than the Fed had previously expected, and consumer and business behavior is changing in response. Supply chains are being on-shored or near-shored for reliability in a move away from "just-in-time." Labor scarcity is contributing to delays and pushing wages higher. Looking at the positives, corporate fundamentals have been improving and default rates are expected to remain low. Companies have shown resilience through the pandemic as profitability has expanded amidst rising costs. Revenue and earnings before interest, taxes, depreciation, and amortization (EBITDA) have quickly recovered above pre-COVID-19 levels, and leverage is trending lower from its peak in 2020. For the year, the Bloomberg U.S. Treasuries Index returned –2.32% while the Bloomberg US Aggregate Bond Index returned –1.54%, their first negative performance since the taper-tantrum of 2013, albeit, after two back-to-back years of solid, high-single-digit returns in fixed income. The ICE BofAML Investment Grade Convertible Bond Index returned 10.42% for the year, while U.S. equity indices continued to perform well, with total returns between 20% – 30% for the year.
How did Victory INCORE Low Duration Bond VIP Series (the "Fund") perform during the reporting period?
The Fund returned 1.00% for the fiscal year ended December 31, 2021, outperforming the Bloomberg U.S. 1-3 Year Government Bond Index (the "Index"), which returned –0.60% during the reporting period.
What strategies did you employ during the reporting period?
The Fund started the fourth quarter of 2021 underweight U.S. Treasurys and mortgage-backed securities, with corresponding overweight allocations to investment-grade corporate bonds, high-yield corporate bonds, and investment-grade convertible bonds. We maintain a corporate credit overweight as corporate fundamentals have been improving and default rates are expected to remain low. The Fund's shorter relative duration position and overweight to investment-grade convertible bonds contributed positively, while an overweight to corporate bonds detracted. Allocations to credit, investment-grade convertible bonds, as well as a shorter duration position relative to the Index contributed positively throughout the year. In addition, the Fund's employment of a derivatives strategy overlay to efficiently manage the overall portfolio risks associated with the Fund's strategy contributed positively to performance during the year.
5
Victory Variable Insurance Funds
Victory INCORE Low Duration Bond VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2021
| | Class I | | | |
INCEPTION DATE | | 8/28/03 | | | |
| | Net Asset Value | | Bloomberg U.S. Government 1-3 Year Bond Index1 | |
One Year | | | 1.00 | % | | | -0.60 | % | |
Five Year | | | 2.34 | % | | | 1.62 | % | |
Ten Year | | | 1.85 | % | | | 1.10 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower. 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.
Victory INCORE Low Duration Bond VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221587_bc004.jpg)
1The Bloomberg U.S. Government 1-3 Year Bond Index is generally considered to be representative of U.S. government bonds with maturities between one and three years. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index. As of August 24, 2021, Bloomberg rebranded the Bloomberg Barclays fixed income indices as "Bloomberg Indices."
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.
Past performance is not indicative of future results.
6
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | December 31, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund seeks to provide a high level of current income consistent with preservation of capital.
Asset Allocation*:
December 31, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221587_bc005.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.
7
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments December 31, 2021 | |
Security Description | | Shares or Principal Amount | | Value | |
Asset-Backed Securities (5.2%) | |
AmeriCredit Automobile Receivables Trust, Series 2021-1, Class C, 0.89%, 10/19/26, Callable 4/18/24 @ 100 | | $ | 1,815,000 | | | $ | 1,801,759 | | |
GM Financial Automobile Leasing Trust, Series 2021-1, Class C, 0.70%, 2/20/25, Callable 8/20/23 @ 100 | | | 1,164,000 | | | | 1,154,900 | | |
GM Financial Consumer Automobile Receivables Trust, Series 2021-2, Class C, 1.28%, 1/19/27, Callable 10/16/24 @ 100 | | | 951,000 | | | | 937,686 | | |
JPMorgan Chase Bank NA, Series 2021-2, Class B, 0.89%, 12/26/28, Callable 8/25/24 @ 100 (a) | | | 1,031,984 | | | | 1,026,366 | | |
Santander Drive Auto Receivables Trust, Series 2021-1, Class C, 0.75%, 2/17/26, Callable 9/15/23 @ 100 | | | 1,164,000 | | | | 1,161,507 | | |
Santander Drive Auto Receivables Trust, Series 2021-2, Class C, 0.90%, 6/15/26, Callable 1/15/24 @ 100 | | | 1,400,000 | | | | 1,398,608 | | |
Santander Drive Auto Receivables Trust, Series 2021-3, Class C, 0.95%, 9/15/27, Callable 2/15/24 @ 100 | | | 1,023,000 | | | | 1,019,313 | | |
Santander Retail Auto Lease Trust, Series 2021-A, Class C, 1.14%, 3/20/26, Callable 4/20/24 @ 100 (a) (b) | | | 2,366,000 | | | | 2,343,624 | | |
Westlake Automobile Receivables Trust, Series 2021-1A, Class C, 0.95%, 3/16/26, Callable 3/15/24 @ 100 (a) | | | 1,295,000 | | | | 1,286,149 | | |
Westlake Automobile Receivables Trust, Series 2021-2A, Class C, 0.89%, 7/15/26, Callable 10/15/24 @ 100 (a) | | | 1,348,000 | | | | 1,324,644 | | |
Total Asset-Backed Securities (Cost $13,556,691) | | | 13,454,556 | | |
Collateralized Mortgage Obligations (1.6%) | |
Galaxy CLO Ltd., Series 2017-24A, Class A, 1.24% (LIBOR03M+112bps), 1/15/31, Callable 1/15/22 @ 100 (a) (b) (c) | | | 1,000,000 | | | | 997,905 | | |
Steele Creek CLO Ltd., Series 2017-1A, Class A, 1.37% (LIBOR03M+125bps), 1/15/30, Callable 1/15/22 @ 100 (a) (b) (c) | | | 2,175,000 | | | | 2,168,362 | | |
Voya CLO Ltd., Series 2017-4A, Class A1, 1.25% (LIBOR03M+113bps), 10/15/30, Callable 1/15/22 @ 100 (a) (b) (c) | | | 1,000,000 | | | | 1,000,053 | | |
Total Collateralized Mortgage Obligations (Cost $4,175,000) | | | 4,166,320 | | |
Preferred Stocks (3.2%) | |
Financials (1.4%): | |
AMG Capital Trust II, 10/15/37, 5.15% | | | 15,675 | | | | 916,635 | | |
Bank of America Corp., Series L, 7.25% (b) (d) | | | 730 | | | | 1,055,142 | | |
KKR & Co., Inc., Series C, 9/15/23, 6.00% (e) | | | 8,083 | | | | 752,932 | | |
Wells Fargo & Co., Series L, 7.50% (d) | | | 610 | | | | 909,223 | | |
| | | 3,633,932 | | |
Health Care (0.1%): | |
Danaher Corp., Series B, 4/15/23, 5.00% (e) | | | 149 | | | | 258,987 | | |
Industrials (0.4%): | |
Stanley Black & Decker, Inc., 11/15/22, 5.25% (e) | | | 8,720 | | | | 952,137 | | |
Utilities (1.3%): | |
American Electric Power Co., Inc., 8/15/23, 6.13% (e) | | | 4,295 | | | | 225,917 | | |
CenterPoint Energy, Inc., 9/15/29, 4.57% | | | 3,690 | | | | 214,721 | | |
See notes to financial statements.
8
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares or Principal Amount | | Value | |
Dominion Energy, Inc., Series A, 6/1/22, 7.25% | | | 7,395 | | | $ | 744,232 | | |
DTE Energy Co., 11/1/22, 6.25% | | | 11,370 | | | | 583,736 | | |
NextEra Energy, Inc., 3/1/23, 5.28% | | | 15,600 | | | | 897,624 | | |
NiSource, Inc., 3/1/24, 7.75% | | | 815 | | | | 91,272 | | |
The Southern Co., Series 2019, 8/1/22, 6.75% | | | 12,740 | | | | 684,775 | | |
| | | 3,442,277 | | |
Total Preferred Stocks (Cost $7,701,773) | | | 8,287,333 | | |
Corporate Bonds (51.7%) | |
Communication Services (2.7%): | |
AT&T, Inc., 1.70%, 3/25/26, Callable 3/25/23 @ 100 | | $ | 3,500,000 | | | | 3,485,580 | | |
CenturyLink, Inc., 6.75%, 12/1/23 | | | 402,000 | | | | 433,802 | | |
Charter Communications Operating LLC/Charter Communications Operating Capital, 4.50%, 2/1/24, Callable 1/1/24 @ 100 | | | 504,000 | | | | 535,782 | | |
Fox Corp., 4.03%, 1/25/24, Callable 12/25/23 @ 100 | | | 1,412,000 | | | | 1,491,708 | | |
Verizon Communications, Inc. 3.38%, 2/15/25 (b) | | | 325,000 | | | | 345,436 | | |
1.26% (LIBOR03M+110bps), 5/15/25, Callable 3/15/25 @ 100 (b) (c) | | | 719,000 | | | | 732,388 | | |
| | | 7,024,696 | | |
Consumer Discretionary (7.6%): | |
Amazon.com, Inc., 1.00%, 5/12/26, Callable 4/12/26 @ 100 | | | 2,780,000 | | | | 2,751,394 | | |
AutoZone, Inc., 3.13%, 4/18/24, Callable 3/18/24 @ 100 (e) | | | 2,682,000 | | | | 2,794,188 | | |
Booking Holdings, Inc., 0.75%, 5/1/25 (b) (e) | | | 760,000 | | | | 1,118,598 | | |
D.R. Horton, Inc., 4.75%, 2/15/23, Callable 11/15/22 @ 100 (b) | | | 3,006,000 | | | | 3,104,898 | | |
Expedia Group, Inc. 3.60%, 12/15/23, Callable 11/15/23 @ 100 | | | 980,000 | | | | 1,018,808 | | |
2/15/26 (a) (e) (g) | | | 780,000 | | | | 901,329 | | |
Ford Motor Co., 3/15/26 (a) | | | 325,000 | | | | 447,242 | | |
General Motors Co., 4.88%, 10/2/23 (b) | | | 1,191,000 | | | | 1,265,247 | | |
Hilton Worldwide Finance LLC/Hilton Worldwide Finance Corp., 4.88%, 4/1/27, Callable 4/1/22 @ 102.44 | | | 536,000 | | | | 553,436 | | |
Kohl's Corp., 4.25%, 7/17/25, Callable 4/17/25 @ 100 | | | 1,138,000 | | | | 1,218,980 | | |
Marriott International, Inc., 3.60%, 4/15/24, Callable 3/15/24 @ 100 | | | 1,225,000 | | | | 1,282,906 | | |
NVR, Inc., 3.95%, 9/15/22, Callable 6/15/22 @ 100 (b) (e) | | | 2,985,000 | | | | 3,027,954 | | |
| | | 19,484,980 | | |
Consumer Staples (2.6%): | |
7-Eleven, Inc., 0.80%, 2/10/24, Callable 2/10/22 @ 100 (a) (b) | | | 2,296,000 | | | | 2,269,642 | | |
Altria Group, Inc., 4.40%, 2/14/26, Callable 12/14/25 @ 100 (b) | | | 295,000 | | | | 323,957 | | |
Church & Dwight Co., Inc., 2.45%, 8/1/22, Callable 7/1/22 @ 100 (b) | | | 795,000 | | | | 802,425 | | |
Constellation Brands, Inc., 4.25%, 5/1/23 (b) | | | 954,000 | | | | 995,003 | | |
Keurig Dr Pepper, Inc., 4.06%, 5/25/23, Callable 4/25/23 @ 100 (b) | | | 638,000 | | | | 664,905 | | |
Tyson Foods, Inc. 3.90%, 9/28/23, Callable 8/28/23 @ 100 (b) | | | 400,000 | | | | 418,196 | | |
3.95%, 8/15/24, Callable 5/15/24 @ 100 | | | 1,130,000 | | | | 1,201,936 | | |
| | | 6,676,064 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
Energy (2.8%): | |
Boardwalk Pipelines LP, 3.38%, 2/1/23, Callable 11/1/22 @ 100 | | $ | 400,000 | | | $ | 407,268 | | |
Continental Resources, Inc. 4.50%, 4/15/23, Callable 1/15/23 @ 100 (b) | | | 732,000 | | | | 755,717 | | |
2.27%, 11/15/26, Callable 11/15/23 @ 100 (a) (e) | | | 1,048,000 | | | | 1,040,706 | | |
EQM Midstream Partners LP, 4.75%, 7/15/23, Callable 6/15/23 @ 100 (b) | | | 310,000 | | | | 322,118 | | |
HollyFrontier Corp., 2.63%, 10/1/23 (e) | | | 929,000 | | | | 947,311 | | |
Pioneer Natural Resources Co. 0.55%, 5/15/23 | | | 1,280,000 | | | | 1,275,302 | | |
0.25%, 5/15/25 (b) | | | 785,000 | | | | 1,404,318 | | |
Plains All American Pipeline LP/PAA Finance Corp., 2.85%, 1/31/23, Callable 10/31/22 @ 100 (b) | | | 925,000 | | | | 938,329 | | |
| | | 7,091,069 | | |
Financials (13.6%): | |
Ares Capital Corp., 4.63%, 3/1/24 | | | 945,000 | | | | 1,077,612 | | |
Bank of America Corp. 4.20%, 8/26/24 (b) | | | 2,551,000 | | | | 2,733,550 | | |
1.53% (SOFR+65bps), 12/6/25, Callable 12/6/24 @ 100, MTN (c) | | | 1,720,000 | | | | 1,724,386 | | |
Capital One Financial Corp. 3.30%, 10/30/24, Callable 9/30/24 @ 100 (b) (e) | | | 627,000 | | | | 660,939 | | |
1.34%, 12/6/24, Callable 12/6/23 @ 100 | | | 2,158,000 | | | | 2,171,574 | | |
Citigroup, Inc., 3.11% (SOFR+284bps), 4/8/26, Callable 4/8/25 @ 100 (c) | | | 3,016,000 | | | | 3,162,065 | | |
Dana Financing Luxembourg Sarl, 5.75%, 4/15/25, Callable 2/7/22 @ 102.88 (a) (b) | | | 808,000 | | | | 829,202 | | |
Fifth Third Bancorp 1.63%, 5/5/23, Callable 4/5/23 @ 100 (e) | | | 1,880,000 | | | | 1,897,653 | | |
3.65%, 1/25/24, Callable 12/25/23 @ 100 (b) | | | 731,000 | | | | 766,366 | | |
Ford Motor Credit Co. LLC, 3.10%, 5/4/23 (b) | | | 1,500,000 | | | | 1,526,640 | | |
General Motors Financial Co., Inc., 5.10%, 1/17/24, Callable 12/17/23 @ 100 | | | 2,451,000 | | | | 2,628,232 | | |
Harley-Davidson Financial Services, Inc., 3.35%, 2/15/23, Callable 1/15/23 @ 100 (a) | | | 1,512,000 | | | | 1,544,372 | | |
JPMorgan Chase & Co., 2.30%, 10/15/25, Callable 10/15/24 @ 100 | | | 3,934,000 | | | | 4,021,413 | | |
JPMorgan Chase Financial Co. LLC, 0.25%, 5/1/23 (a) | | | 1,005,000 | | | | 1,111,429 | | |
Morgan Stanley 4.88%, 11/1/22 (b) | | | 918,000 | | | | 949,304 | | |
0.53%, 1/25/24, Callable 1/25/23 @ 100 (e) | | | 3,425,000 | | | | 3,413,355 | | |
Sixth Street Specialty Lending, Inc., 4.50%, 8/1/22 | | | 330,000 | | | | 406,180 | | |
The Bank of New York Mellon Corp., 0.75%, 1/28/26, MTN, Callable 12/28/25 @ 100 | | | 1,085,000 | | | | 1,056,237 | | |
The Goldman Sachs Group, Inc., 1.89% (LIBOR03M+175bps), 10/28/27, Callable 10/28/26 @ 100 (b) (c) (e) | | | 1,500,000 | | | | 1,572,375 | | |
Wells Fargo & Co., 0.81%, 5/19/25, MTN, Callable 5/19/24 @ 100 | | | 700,000 | | | | 692,160 | | |
Zions Bancorp NA, 3.35%, 3/4/22, Callable 2/7/22 @ 100 (b) | | | 910,000 | | | | 912,084 | | |
| | | 34,857,128 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
Health Care (6.1%): | |
AbbVie, Inc., 3.85%, 6/15/24, Callable 3/15/24 @ 100 | | $ | 3,455,000 | | | $ | 3,652,868 | | |
Anthem, Inc., 2.75%, 10/15/42 | | | 120,000 | | | | 788,707 | | |
Biogen, Inc., 3.63%, 9/15/22 | | | 925,000 | | | | 943,953 | | |
Centene Corp., 4.25%, 12/15/27, Callable 12/15/22 @ 102.13 | | | 588,000 | | | | 615,101 | | |
HCA, Inc., 5.00%, 3/15/24 | | | 2,521,000 | | | | 2,712,092 | | |
Humana, Inc. 3.15%, 12/1/22, Callable 9/1/22 @ 100 (b) | | | 921,000 | | | | 936,022 | | |
2.90%, 12/15/22, Callable 11/15/22 @ 100 (b) | | | 515,000 | | | | 525,053 | | |
Illumina, Inc., 8/15/23 (e) | | | 745,000 | | | | 854,478 | | |
Mylan, Inc., 3.13%, 1/15/23 (a) | | | 2,521,000 | | | | 2,576,865 | | |
Universal Health Services, Inc., 1.65%, 9/1/26, Callable 8/1/26 @ 100 (a) | | | 1,554,000 | | | | 1,527,970 | | |
Viatris, Inc., 1.13%, 6/22/22 | | | 475,000 | | | | 475,964 | | |
| | | 15,609,073 | | |
Industrials (4.9%): | |
Air Lease Corp., 0.70%, 2/15/24, MTN, Callable 1/15/24 @ 100 | | | 3,385,000 | | | | 3,334,530 | | |
Delta Air Lines, Inc., 3.80%, 4/19/23, Callable 3/19/23 @ 100 (b) | | | 1,025,000 | | | | 1,047,058 | | |
EnPro Industries, Inc., 5.75%, 10/15/26, Callable 2/7/22 @ 104.31 (b) | | | 1,000,000 | | | | 1,046,590 | | |
Fortive Corp., 0.88%, 2/15/22 (b) | | | 1,180,000 | | | | 1,180,696 | | |
Roper Technologies, Inc., 0.45%, 8/15/22 | | | 981,000 | | | | 980,725 | | |
Sensata Technologies BV, 5.63%, 11/1/24 (a) (b) | | | 785,000 | | | | 862,770 | | |
Southwest Airlines Co. 4.75%, 5/4/23 | | | 1,973,000 | | | | 2,066,895 | | |
1.25%, 5/1/25 (b) | | | 895,000 | | | | 1,194,592 | | |
Waste Management, Inc., 2.40%, 5/15/23, Callable 3/15/23 @ 100 (b) | | | 782,000 | | | | 795,928 | | |
| | | 12,509,784 | | |
Information Technology (4.8%): | |
Akamai Technologies, Inc., 0.13%, 5/1/25 | | | 415,000 | | | | 544,239 | | |
Block, Inc., 0.25%, 11/1/27 (e) | | | 215,000 | | | | 228,034 | | |
Broadcom Corp./Broadcom Cayman Finance Ltd., 3.63%, 1/15/24, Callable 11/15/23 @ 100 (b) | | | 2,520,000 | | | | 2,637,205 | | |
Cadence Design Systems, Inc., 4.38%, 10/15/24, Callable 7/15/24 @ 100 (b) | | | 1,334,000 | | | | 1,434,210 | | |
Euronet Worldwide, Inc., 0.75%, 3/15/49, Callable 3/20/25 @ 100 (e) | | | 945,000 | | | | 1,023,426 | | |
KLA Corp., 4.65%, 11/1/24, Callable 8/1/24 @ 100 | | | 504,000 | | | | 546,467 | | |
Marvell Technology Group Ltd., 4.20%, 6/22/23, Callable 5/22/23 @ 100 | | | 842,000 | | | | 874,813 | | |
NCR Corp., 5.00%, 10/1/28, Callable 10/1/23 @ 102.5 (a) | | | 608,000 | | | | 626,520 | | |
PayPal Holdings, Inc., 2.20%, 9/26/22 (b) | | | 1,710,000 | | | | 1,731,204 | | |
Seagate HDD Cayman, 4.88%, 3/1/24, Callable 1/1/24 @ 100 | | | 1,000,000 | | | | 1,060,300 | | |
Vishay Intertechnology, Inc., 2.25%, 6/15/25 | | | 250,000 | | | | 258,895 | | |
Western Digital Corp., 1.50%, 2/1/24 (b) | | | 1,265,000 | | | | 1,283,165 | | |
| | | 12,248,478 | | |
Materials (2.7%): | |
Celanese US Holdings LLC, 4.63%, 11/15/22 (b) (e) | | | 780,000 | | | | 804,827 | | |
Graphic Packaging International LLC, 0.82%, 4/15/24, Callable 3/15/24 @ 100 (a) | | | 2,022,000 | | | | 1,990,396 | | |
Nucor Corp., 4.13%, 9/15/22, Callable 6/15/22 @ 100 (b) (e) | | | 1,527,000 | | | | 1,551,554 | | |
Southern Copper Corp., 3.88%, 4/23/25 | | | 2,352,000 | | | | 2,518,169 | | |
| | | 6,864,946 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
Real Estate (2.2%): | |
American Tower Corp., 3.00%, 6/15/23 (b) | | $ | 1,000,000 | | | $ | 1,028,200 | | |
Brandywine Operating Partnership LP, 3.95%, 2/15/23, Callable 11/15/22 @ 100 | | | 750,000 | | | | 768,307 | | |
Iron Mountain, Inc., 5.25%, 7/15/30, Callable 7/15/25 @ 102.63 (a) | | | 602,000 | | | | 634,845 | | |
Kite Realty Group LP, 0.75%, 4/1/27 (a) | | | 550,000 | | | | 570,939 | | |
Piedmont Operating Partnership LP, 3.40%, 6/1/23, Callable 3/1/23 @ 100 (b) | | | 1,680,000 | | | | 1,722,218 | | |
Post Apartment Homes LP, 3.38%, 12/1/22, Callable 9/1/22 @ 100 | | | 250,000 | | | | 253,943 | | |
Weingarten Realty Investors 3.38%, 10/15/22, Callable 7/15/22 @ 100 (b) | | | 300,000 | | | | 304,011 | | |
3.50%, 4/15/23, Callable 1/15/23 @ 100 | | | 505,000 | | | | 518,049 | | |
| | | 5,800,512 | | |
Utilities (1.7%): | |
Ameren Corp., 2.50%, 9/15/24, Callable 8/15/24 @ 100 | | | 597,000 | | | | 613,447 | | |
Exelon Corp. 3.50%, 6/1/22, Callable 5/1/22 @ 100 (b) | | | 2,117,000 | | | | 2,136,095 | | |
3.95%, 6/15/25, Callable 3/15/25 @ 100 (b) | | | 541,000 | | | | 579,563 | | |
NextEra Energy Capital Holdings, Inc., 0.65%, 3/1/23 | | | 1,186,000 | | | | 1,183,545 | | |
| | | 4,512,650 | | |
Total Corporate Bonds (Cost $130,735,805) | | | 132,679,380 | | |
Residential Mortgage-Backed Securities (1.5%) | |
Bear Stearns Alt-A Trust, Series 2003-3, Class 2A, 2.74%, 10/25/33, Callable 1/25/22 @ 100 (b) (f) | | | 272,643 | | | | 272,643 | | |
Credit Suisse First Boston Mortgage Securities Corp., Series 2003-23, Class 2A8, 4.50%, 10/31/33 (b) | | | 2,301 | | | | 2,466 | | |
Credit Suisse First Boston Mortgage Securities Corp., Series 2004-AR7, Class 4A1, 2.46%, 11/25/34, Callable 1/25/22 @ 100 (b) (f) | | | 191,327 | | | | 191,327 | | |
JPMorgan Mortgage Trust, Series 2004-S2, Class 1A3, 4.75%, 11/25/34, Callable 1/25/22 @ 100 (b) | | | 1,070 | | | | 753 | | |
JPMorgan Mortgage Trust, Series 2004-S1, Class 1A7, 5.00%, 9/25/34, Callable 1/25/22 @ 100 (b) | | | 1,564 | | | | 1,564 | | |
JPMorgan Mortgage Trust, Series 2014-5, Class A11, 2.87%, 10/25/29, Callable 9/25/23 @ 100 (a) (b) (f) | | | 763,134 | | | | 767,138 | | |
JPMorgan Mortgage Trust, Series 2017-3, Class 2A2, 2.50%, 8/25/47, Callable 6/25/23 @ 100 (a) (b) (f) | | | 759,064 | | | | 760,687 | | |
Madison Park Funding Ltd., Series 2007-4A, Class AR, 1.33% (LIBOR03M+120bps), 7/29/30, Callable 1/29/22 @ 100 (a) (b) (c) | | | 1,750,000 | | | | 1,750,410 | | |
Residential Asset Securities Corp., Series 2005-KS1, Class M1, 0.78% (LIBOR01M+68bps), 2/25/35, Callable 1/25/22 @ 100 (b) (c) | | | 61,829 | | | | 61,789 | | |
Total Residential Mortgage-Backed Securities (Cost $3,805,319) | | | 3,808,777 | | |
Yankee Dollars (10.3%) | |
Communication Services (0.2%): | |
SES SA, 3.60%, 4/4/23 (a) | | | 510,000 | | | | 525,157 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Principal Amount | | Value | |
Consumer Discretionary (0.9%): | |
Stellantis NV, 5.25%, 4/15/23 | | $ | 2,211,000 | | | $ | 2,323,142 | | |
Consumer Staples (3.5%): | |
Barry Callebaut Services NV, 5.50%, 6/15/23 (a) | | | 2,303,000 | | | | 2,444,242 | | |
Heineken NV, 3.40%, 4/1/22 (a) | | | 1,420,000 | | | | 1,430,068 | | |
Kerry Group Financial Services Unlimited Co., 3.20%, 4/9/23, Callable 1/9/23 @ 100 (a) (b) | | | 2,202,000 | | | | 2,253,241 | | |
Pernod Ricard SA, 4.25%, 7/15/22 (a) (b) | | | 767,000 | | | | 781,619 | | |
Suntory Holdings Ltd., 2.55%, 6/28/22, Callable 5/28/22 @ 100 (a) (b) | | | 2,080,000 | | | | 2,094,165 | | |
| | | 9,003,335 | | |
Energy (1.3%): | |
Canadian Natural Resources Ltd. 2.95%, 1/15/23, Callable 12/15/22 @ 100 | | | 1,170,000 | | | | 1,191,668 | | |
3.80%, 4/15/24, Callable 1/15/24 @ 100 | | | 1,201,000 | | | | 1,259,381 | | |
Ecopetrol SA, 5.88%, 9/18/23 (b) | | | 776,000 | | | | 822,785 | | |
| | | 3,273,834 | | |
Financials (2.2%): | |
Barclays Bank PLC 2/4/25 (b) | | | 300,000 | | | | 510,462 | | |
2/18/25 | | | 265,000 | | | | 301,310 | | |
HSBC Holdings PLC, 1.16% (SOFR+58bps), 11/22/24, Callable 11/22/23 @ 100 (c) | | | 1,250,000 | | | | 1,246,313 | | |
NXP BV/NXP Funding LLC, 4.63%, 6/1/23 (a) (b) | | | 3,470,000 | | | | 3,633,506 | | |
| | | 5,691,591 | | |
Industrials (0.7%): | |
AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 1.75%, 1/30/26, Callable 12/30/25 @ 100 | | | 1,100,000 | | | | 1,080,596 | | |
Sensata Technologies BV, 4.00%, 4/15/29, Callable 4/15/24 @ 102 (a) | | | 651,000 | | | | 664,879 | | |
| | | 1,745,475 | | |
Materials (1.2%): | |
Anglo American Capital PLC, 3.63%, 9/11/24 (a) | | | 2,984,000 | | | | 3,132,931 | | |
Utilities (0.3%): | |
Enel Generacion Chile SA, 4.25%, 4/15/24, Callable 1/15/24 @ 100 (e) | | | 615,000 | | | | 642,737 | | |
Total Yankee Dollars (Cost $26,238,577) | | | 26,338,202 | | |
U.S. Government Mortgage-Backed Agencies (3.6%) | |
Federal Home Loan Mortgage Corp. 5.00%, 6/15/23 – 8/1/40 (b) | | | 398,202 | | | | 446,910 | | |
5.50%, 10/25/23 (b) | | | 1,181 | | | | 1,213 | | |
Series 4207, Class JD, 1.50%, 5/15/28 (b) | | | 1,071,461 | | | | 1,079,411 | | |
7.00%, 9/1/38 (b) | | | 1,830 | | | | 2,140 | | |
Series 4320, Class AP, 3.50%, 7/15/39 (b) | | | 448,896 | | | | 474,360 | | |
Series 3713, Class PA, 2.00%, 2/15/40 – 3/15/40 (b) | | | 2,403,066 | | | | 2,427,735 | | |
Series 4444, Class CH, 3.00%, 1/15/41 (b) | | | 383,155 | | | | 387,305 | | |
Series 4049, Class AB, 2.75%, 12/15/41 (b) | | | 80,973 | | | | 81,772 | | |
| | | 4,900,846 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares or Principal Amount | | Value | |
Federal National Mortgage Association Series 2010-156, Class DY, 3.50%, 1/25/26 (b) | | $ | 512,387 | | | $ | 528,413 | | |
6.00%, 2/1/37 (b) | | | 589,643 | | | | 680,829 | | |
Series 2013-33, Class UD, 2.50%, 4/25/39 (b) | | | 192,428 | | | | 194,223 | | |
Series 2011-21, Class PA, 4.50%, 5/25/40 (b) | | | 973,819 | | | | 1,021,586 | | |
Series 2011-101, Class LA, 3.00%, 10/25/40 (b) | | | 73,317 | | | | 73,855 | | |
5.00%, 2/1/41 – 10/1/41 (b) | | | 1,573,255 | | | | 1,765,102 | | |
| | | 4,264,008 | | |
Total U.S. Government Mortgage-Backed Agencies (Cost $8,998,042) | | | 9,164,854 | | |
U.S. Treasury Obligations (18.4%) | |
U.S. Treasury Notes 0.38%, 3/31/22 (b) | | | 356,000 | | | | 356,237 | | |
0.13%, 6/30/22 (b) | | | 7,598,000 | | | | 7,594,735 | | |
0.13%, 7/15/23 | | | 23,403,000 | | | | 23,231,134 | | |
0.13%, 10/15/23 | | | 2,127,000 | | | | 2,105,647 | | |
0.13%, 2/15/24 | | | 9,451,000 | | | | 9,327,694 | | |
0.38%, 7/15/24 | | | 1,602,000 | | | | 1,582,225 | | |
0.75%, 11/15/24 (b) | | | 3,000,000 | | | | 2,983,828 | | |
Total U.S. Treasury Obligations (Cost $47,424,768) | | | 47,181,500 | | |
Collateral for Securities Loaned (3.4%)^ | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Shares, 0.04% (g) | | | 205,226 | | | | 205,226 | | |
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (g) | | | 4,030,674 | | | | 4,030,674 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (g) | | | 102,418 | | | | 102,418 | | |
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (g) | | | 816,650 | | | | 816,650 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (g) | | | 3,671,820 | | | | 3,671,820 | | |
Total Collateral for Securities Loaned (Cost $8,826,788) | | | 8,826,788 | | |
Total Investments (Cost $251,462,763) — 98.9% | | | 253,907,710 | | |
Other assets in excess of liabilities — 1.1% | | | 2,847,520 | | |
NET ASSETS — 100.00% | | $ | 256,755,230 | | |
^ 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 (unless otherwise noted as illiquid) based upon procedures approved by the Board of Trustees. As of December 31, 2021, the fair value of these securities was $47,319,373 and amounted to 18.4% of net assets.
(b) All or a portion of this security has been segregated as collateral for derivative instruments.
(c) Variable or Floating-Rate Security. Rate disclosed is as of December 31, 2021.
(d) Security is perpetual and has no final maturity date but may be subject to calls at various dates in the future.
See notes to financial statements.
14
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
(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 December 31, 2021.
(g) Rate disclosed is the daily yield on December 31, 2021.
bps — Basis points
LIBOR — London InterBank Offered Rate
LIBOR01M — 1 Month US Dollar LIBOR, rate disclosed as of December 31, 2021, based on the last reset date of the security
LIBOR03M — 3 Month US Dollar LIBOR, rate disclosed as of December 31, 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
Futures Contracts Purchased
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
Canadian Dollar Futures | | | 50 | | | 3/15/22 | | $ | 3,926,500 | | | $ | 3,952,500 | | | $ | 26,000 | | |
Futures Contracts Sold
| | Number of Contracts | | Expiration Date | | Notional Amount | | Value | | Unrealized Appreciation (Depreciation) | |
10-Year U.S. Treasury Note Futures | | | 14 | | | 3/22/22 | | $ | 1,820,519 | | | $ | 1,826,563 | | | $ | (6,044 | ) | |
5-Year U.S. Treasury Note Futures | | | 105 | | | 3/31/22 | | | 12,708,137 | | | | 12,702,539 | | | | 5,598 | | |
Ultra Long Term U.S. Treasury Bond Futures | | | 5 | | | 3/22/22 | | | 982,834 | | | | 985,625 | | | | (2,791 | ) | |
| | $ | (3,237 | ) | |
Total unrealized appreciation | | $ | 31,598 | | |
Total unrealized depreciation | | | (8,835 | ) | |
Total net unrealized appreciation (depreciation) | | $ | 22,763 | | |
See notes to financial statements.
15
Victory Variable Insurance Funds Victory INCORE Low Duration Bond VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Centrally Cleared
Credit Default Swap Agreements — Sell Protection (a)
Underlying Instruments | | Fixed Deal Receive Rate | | Maturity Date | | Payment Frequency | | Implied Credit Spread at December 31, 2021 (b) | | Notional Amount (c) | | Value | | Premiums Paid (Received) | | Unrealized Appreciation (Depreciation) | |
CDX North America High Yield Index; Series 37 | | | 5.00 | % | | 12/20/26 | | Quarterly | | | 2.92 | % | | $ | 8,000,000 | | | $ | 731,111 | | | $ | 689,600 | | | $ | 41,511 | | |
CDX North America Investment Grade Index; Series 37 | | | 1.00 | % | | 12/20/26 | | Quarterly | | | 0.49 | % | | | 19,000,000 | | | | 464,601 | | | | 459,694 | | | | 4,907 | | |
| | $ | 1,195,712 | | | $ | 1,149,294 | | | $ | 46,418 | | |
(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 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.
16
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2021 | |
| | Victory INCORE Low Duration Bond VIP Series | |
Assets: | |
Investments, at value (Cost $251,462,763) | | $ | 253,907,710 | (a) | |
Cash | | | 7,284,591 | | |
Deposit with broker for futures contracts | | | 1,285,519 | | |
Deposit with broker for swap agreements | | | 2,261,930 | | |
Receivables: | |
Interest and dividends | | | 1,223,038 | | |
Capital shares issued | | | 15,347 | | |
Variation margin on open futures contracts | | | 29,250 | | |
Variation margin on open swap agreements | | | 13,094 | | |
From Adviser | | | 21,927 | | |
Prepaid expenses | | | 511 | | |
Total Assets | | | 266,042,917 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 8,826,788 | | |
Capital shares redeemed | | | 237,959 | | |
Variation margin on open futures contracts | | | 16,070 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 98,679 | | |
Administration fees | | | 13,493 | | |
Custodian fees | | | 3,040 | | |
Transfer agent fees | | | 59,392 | | |
Compliance fees | | | 155 | | |
Trustees' fees | | | 320 | | |
Other accrued expenses | | | 31,791 | | |
Total Liabilities | | | 9,287,687 | | |
Net Assets: | |
Capital | | | 252,795,101 | | |
Total accumulated earnings/(loss) | | | 3,960,129 | | |
Net Assets | | $ | 256,755,230 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 24,307,483 | | |
Net asset value: | | $ | 10.56 | | |
(a) Includes $8,620,941 of securities on loan.
See notes to financial statements.
17
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2021 | |
| | Victory INCORE Low Duration Bond VIP Series | |
Investment Income: | |
Dividends | | $ | 349,978 | | |
Interest | | | 3,823,070 | | |
Securities lending (net of fees) | | | 18,554 | | |
Total Income | | | 4,191,602 | | |
Expenses: | |
Investment advisory fees | | | 1,177,553 | | |
Administration fees | | | 144,375 | | |
Sub-Administration fees | | | 17,000 | | |
Custodian fees | | | 18,907 | | |
Transfer agent fees | | | 316,915 | | |
Trustees' fees | | | 18,733 | | |
Compliance fees | | | 1,918 | | |
Legal and audit fees | | | 30,193 | | |
Other expenses | | | 15,233 | | |
Total Expenses | | | 1,740,827 | | |
Expenses waived/reimbursed by Adviser | | | (353,805 | ) | |
Net Expenses | | | 1,387,022 | | |
Net Investment Income (Loss) | | | 2,804,580 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 1,828,313 | | |
Net realized gains (losses) from futures contracts | | | 644,280 | | |
Net realized gains (losses) from swap agreements | | | 451,229 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | (3,279,523 | ) | |
Net change in unrealized appreciation/depreciation on futures contracts | | | 46,855 | | |
Net change in unrealized appreciation/depreciation on swap agreements | | | 46,418 | | |
Net realized/unrealized gains (losses) on investments | | | (262,428 | ) | |
Change in net assets resulting from operations | | $ | 2,542,152 | | |
See notes to financial statements.
18
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory INCORE Low Duration Bond VIP Series | |
| | Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 2,804,580 | | | $ | 4,189,569 | | |
Net realized gains (losses) from investments | | | 2,923,822 | | | | 1,777,955 | | |
Net change in unrealized appreciation/depreciation on investments | | | (3,186,250 | ) | | | 4,246,404 | | |
Change in net assets resulting from operations | | | 2,542,152 | | | | 10,213,928 | | |
Change in net assets resulting from distributions to shareholders | | | (4,223,120 | ) | | | (6,215,654 | ) | |
Change in net assets resulting from capital transactions | | | 10,390,051 | | | | (10,649,731 | ) | |
Change in net assets | | | 8,709,083 | | | | (6,651,457 | ) | |
Net Assets: | |
Beginning of period | | | 248,046,147 | | | | 254,697,604 | | |
End of period | | $ | 256,755,230 | | | $ | 248,046,147 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 49,558,617 | | | $ | 41,353,337 | | |
Distributions reinvested | | | 4,223,120 | | | | 6,215,654 | | |
Cost of shares redeemed | | | (43,391,686 | ) | | | (58,218,722 | ) | |
Change in net assets resulting from capital transactions | | $ | 10,390,051 | | | $ | (10,649,731 | ) | |
Share Transactions: | |
Issued | | | 4,633,140 | | | | 3,853,916 | | |
Reinvested | | | 400,675 | | | | 585,278 | | |
Redeemed | | | (4,056,166 | ) | | | (5,493,352 | ) | |
Change in Shares | | | 977,649 | | | | (1,054,158 | ) | |
See notes to financial statements.
19
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | | | Investment Activities | | Distributions to Shareholders From | |
| | Net Asset Value, Beginning of Period | | Net Investment Income (Loss)(a) | | Net Realized and Unrealized Gains (Losses) on Investments | | Total from Investment Activities | | Net Investment Income | | Total Distributions | |
Victory INCORE Low Duration Bond VIP Series | | | |
Year Ended December 31: | |
2021 | | $ | 10.63 | | | | 0.11 | | | | — | (c) | | | 0.11 | | | | (0.18 | ) | | | (0.18 | ) | |
2020 | | $ | 10.45 | | | | 0.18 | | | | 0.27 | | | | 0.45 | | | | (0.27 | ) | | | (0.27 | ) | |
2019 | | $ | 10.27 | | | | 0.23 | | | | 0.16 | | | | 0.39 | | | | (0.21 | ) | | | (0.21 | ) | |
2018 | | $ | 10.22 | | | | 0.19 | | | | (0.09 | ) | | | 0.10 | | | | (0.05 | ) | | | (0.05 | ) | |
2017 | | $ | 10.20 | | | | 0.15 | | | | 0.02 | | | | 0.17 | | | | (0.15 | ) | | | (0.15 | ) | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.'s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
(c) Amount is less than $(0.005) per share.
(d) Portfolio turnover increased due to a change within the portfolio holdings during the year.
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 | |
| | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory INCORE Low Duration Bond VIP Series | |
Year Ended December 31: | |
2021 | | $ | 10.56 | | | | 1.00 | % | | | 0.53 | % | | | 1.07 | % | | | 0.67 | % | | $ | 256,755 | | | | 57 | % | |
2020 | | $ | 10.63 | | | | 4.33 | % | | | 0.53 | % | | | 1.71 | % | | | 0.71 | % | | $ | 248,046 | | | | 88 | % | |
2019 | | $ | 10.45 | | | | 3.79 | % | | | 0.53 | % | | | 2.16 | % | | | 0.71 | % | | $ | 254,698 | | | | 75 | % | |
2018 | | $ | 10.27 | | | | 1.01 | % | | | 0.53 | % | | | 1.85 | % | | | 0.58 | % | | $ | 264,449 | | | | 55 | % | |
2017 | | $ | 10.22 | | | | 1.64 | % | | | 0.53 | % | | | 1.44 | % | | | 0.58 | % | | $ | 292,306 | | | | 91 | %(d) | |
See notes to financial statements.
21
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2021 | |
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 U.S. Generally Accepted Accounting Principles ("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 the 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 December 31, 2021 | |
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. To the extent this model is utilized, these valuations are considered 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 December 31, 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 | | $ | — | | | $ | 13,454,556 | | | $ | — | | | $ | 13,454,556 | | |
Collateralized Mortgage Obligations | | | | | 4,166,320 | | | | — | | | | 4,166,320 | | |
Preferred Stocks | | | 8,072,612 | | | | 214,721 | | | | — | | | | 8,287,333 | | |
Corporate Bonds | | | — | | | | 132,679,380 | | | | — | | | | 132,679,380 | | |
Residential Mortgage-Backed Securities | | | — | | | | 3,808,777 | | | | — | | | | 3,808,777 | | |
Yankee Dollars | | | — | | | | 26,338,202 | | | | — | | | | 26,338,202 | | |
U.S. Government Mortgage-Backed Agencies | | | — | | | | 9,164,854 | | | | — | | | | 9,164,854 | | |
U.S. Treasury Obligations | | | — | | | | 47,181,500 | | | | — | | | | 47,181,500 | | |
Collateral for Securities Loaned | | | 8,826,788 | | | | — | | | | — | | | | 8,826,788 | | |
Total | | $ | 16,899,400 | | | $ | 237,008,310 | | | $ | — | | | $ | 253,907,710 | | |
Other Financial Investments^: | |
Assets: | |
Credit Default Swaps | | $ | — | | | $ | 46,418 | | | $ | — | | | $ | 46,418 | | |
Futures | | | 31,598 | | | | — | | | | — | | | | 31,598 | | |
Liabilities: | |
Futures | | $ | (8,835 | ) | | $ | — | | | $ | — | | | $ | (8,835 | ) | |
Total | | $ | 22,763 | | | $ | 46,418 | | | $ | — | | | $ | 69,181 | | |
^ Futures contracts and credit default swaps are valued at the unrealized appreciation (depreciation) on the investment.
For the year ended December 31, 2021, there were no transfers in or out of Level 3 in the fair value hierarchy.
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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.
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.
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 the 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 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
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 reflected on the Statement of Assets and Liabilities under Deposit with broker for futures contracts.
Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for futures contracts.
During the year ended December 31, 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.
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)
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 year 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 Fund is reflected on the Statement of Assets and Liabilities under Deposit with broker for swap agreements.
Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for swap agreements.
For the year ended December 31, 2021, the Fund entered into centrally cleared CDS agreements primarily for the strategy of asset allocation and risk exposure management during the year.
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 December 31, 2021:
| | Assets | | Liabilities | |
| | Variation Margin Receivable on Open Futures Contracts* | | Variation Margin Receivable on Open Swap Agreements* | | Variation Margin Payable on Open Futures Contracts* | |
Credit Risk Exposure | | $ | — | | | $ | 46,418 | | | $ | — | | |
Currency Risk Exposure | | | 26,000 | | | | — | | | | — | | |
Interest Rate Risk Exposure | | | 5,598 | | | | — | | | | 8,835 | | |
* 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 year ended December 31, 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 | |
Credit Risk Exposure | | $ | — | | | $ | 451,229 | | | $ | — | | | $ | 46,418 | | |
Currency Risk Exposure | | | 200,317 | | | | — | | | | 26,000 | | | | — | | |
Interest Rate Risk Exposure | | | 443,963 | | | | — | | | | 20,855 | | | | — | | |
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 year end is generally representative of the notional amount of open positions to net assets throughout the year.
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 or 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 Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans 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 generally cured 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 and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. 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 Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays 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. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.
The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.
The following table is a summary of the Fund's securities lending transactions as of December 31, 2021.
Value of Securities on Loan | | Non-Cash Collateral | | Cash Collateral | |
$ | 8,620,941 | | | $ | — | | | $ | 8,826,788 | | |
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.
For the year ended December 31, 2021, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 that Fund, while expenses that 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 an affiliated trust based upon net assets or another appropriate basis.
3. Purchases and Sales:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2021, were as follows:
Excluding U.S. Government Securities | | U.S. Government Securities | |
Purchases | | Sales | | Purchases | | Sales | |
$ | 122,285,413 | | | $ | 70,340,117 | | | $ | 24,378,362 | | | $ | 70,961,179 | | |
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 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 year ended December 31, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM also 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. The tiered rates at which VCM is paid by the Funds are shown in the table below:
Net Assets | |
Up to $15 billion | | $15 billion – $30 billion | | Over $30 billion | |
| 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the year ended December 31, 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 year ended December 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.
The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("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 CCO is an employee of
28
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Portfolios, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 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 year ended December 31, 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 year ended December 31, 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 which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of December 31, 2021, the expense limit (excluding voluntary waivers) is 0.53%.
Under the terms of the expense limitation agreement, as 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 December 31, 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 December 31, 2021.
Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 459,668 | | | $ | 449,234 | | | $ | 353,805 | | | $ | 1,262,707 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund is not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended December 31, 2021.
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.
29
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 issuer's 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.
Derivatives Risk — The use of derivative instruments, such as futures contracts and credit default swaps, exposes the Fund to additional risks and transaction costs. Risks of derivative instruments include: (1) the risk that interest rates, securities prices, asset values, and currency markets will not move in the direction that a portfolio manager anticipates; (2) imperfect correlation between the price of derivative instruments and movements in the prices of the securities, assets, interest rates or currencies being hedged; (3) the fact that skills needed to use these strategies are different than those needed to select portfolio securities; (4) the possible absence of a liquid secondary market for any particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; (5) the risk that adverse price movements in an instrument can result in a loss substantially greater than the Fund's initial investment in that instrument (in some cases, the potential loss is unlimited); (6) particularly in the case of privately-negotiated instruments, the risk that the counterparty will not perform its obligations, which could leave the Fund worse off than if it had not entered into the position; and (7) the inability to close out certain hedged positions to avoid adverse tax consequences.
LIBOR Discontinuation Risk — The London Interbank Offered Rate ("LIBOR") discontinuation may adversely affect the financial markets generally and the Funds' operations, finances and investments specifically. LIBOR has been the principal floating-rate benchmark in the financial markets, and a large portion of the Funds' assets are tied to LIBOR. However, LIBOR has been or will be discontinued as a floating rate benchmark. The date of discontinuation depends on the LIBOR currency and tenor. With limited exceptions, no new LIBOR obligations will be entered into after December 31, 2021. Existing LIBOR obligations have transitioned or will transition to another benchmark, depending on the LIBOR currency and tenor. For some existing LIBOR-based obligations, the contractual consequences of the discontinuation of LIBOR may not be clear.
Non-LIBOR floating-rate obligations, including Secured Overnight Financing Rate ("SOFR")-based obligations, may have returns and values that fluctuate more than those of floating-rate debt obligations that are based on LIBOR or other rates. Also, because SOFR and some alternative floating rates are relatively new market indexes, markets for certain non-LIBOR obligations may never develop or may not be liquid. Market terms for non-LIBOR floating rate obligations, such as the spread over the index reflected in interest-rate provisions, may evolve over time, and prices of non-LIBOR floating rate obligations may be different depending on when they are issued and changing views about correct spread levels.
30
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
Various SOFR-based rates, including SOFR-based term rates, and various non-SOFR-based rates are expected to develop in response to the discontinuation of U.S. dollar LIBOR, which may create various risks for the Funds and the financial markets more generally. There are non-LIBOR forward-looking floating rates that are not based on SOFR and that may be considered by participants in the financial markets as LIBOR alternatives. Such rates include Ameribor (American Interbank Offered Rate), BSBY (Bloomberg Short-Term Bank Yield Index) and BYI (Bank Yield Index). Unlike forward-looking SOFR-based term rates, such rates are intended to reflect a bank credit spread component.
It is not clear how replacement rates for LIBOR — including SOFR-based rates and non-SOFR-based rates — will develop and to what extent they will be used. There is no assurance that these replacement rates will be suitable substitutes for LIBOR, and thus the substitution of such rates for LIBOR could have an adverse effect on the Funds and the financial markets more generally. Concerns about market depth and stability could affect the development of non-SOFR-based term rates, and such rates may create various risks, which may or may not be similar to the risks relating to SOFR.
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 28, 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 year ended December 31, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) on amounts borrowed. Prior to June 28, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. 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 year ended December 31, 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 reflected on the Statement of Operations under Interfund lending.
The Fund did not utilize or participate in the Facility during the year ended December 31, 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.
31
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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.
As of December 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax difference reclassification adjustments.
The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
Distributions paid from | | | | Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 4,223,120 | | | $ | — | | | $ | 4,223,120 | | | $ | 6,215,654 | | | $ | — | | | $ | 6,215,654 | | |
As of December 31, 2021, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Accumulated Earnings | | Accumulated Capital and Other Losses | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Loss) | |
$ | 3,536,372 | | | $ | 3,536,372 | | | $ | (1,854,353 | ) | | $ | 2,278,110 | | | $ | 3,960,129 | | |
* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales, contingent payment debt instruments, and deemed dividends on Convertible Debt Under Sec. 305(c).
As of December 31, 2021, the Fund had net capital loss carryforwards as summarized in the table below, which are not subject to expiration.
Long-Term Amount | | Total | |
$ | 1,854,353 | | | $ | 1,854,353 | | |
During the tax year ended December 31, 2021, the Fund utilized $2,417,178 of capital loss carryforwards.
As of December 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 251,629,600 | | | $ | 3,660,388 | | | $ | (1,382,278 | ) | | $ | 2,278,110 | | |
32
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory INCORE Low Duration Bond VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the three years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period in then ended and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221587_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2022
33
Victory Variable Insurance Funds | | Supplemental Information December 31, 2021 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently nine Trustees, eight of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their date of birth, their position with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees eight portfolios in the Trust, 41 portfolios in Victory Portfolios, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 46 portfolios of the USAA Mutual Funds Trust. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D. T. Andrews, Born April 1947 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Trustee, Carlyle Secured Lending III (since 2021). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015) | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | None. | |
34
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016- September 2017). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012). | |
Leigh A. Wilson, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.; Chairman and Chief Executive Officer (since 2019), Victory Capital Transfer Agency, Inc. | | Trustee, USAA Mutual Funds Trust; Board Member, Victory Capital Services, Inc. | |
* The Board has designated Ms. Beard and Mr. Meyer as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
35
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser; Chief Operating Officer, Victory Capital Services, Inc. (since 2020); Vice President, Victory Capital Transfer Agency, Inc. (since 2019). | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, Born March 1984 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Sean Fox, Born September 1976 | | Deputy Chief Compliance Officer | | July 2021 | | Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019). | |
Chuck Booth, Born April 1960 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
36
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 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 are 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 July 1, 2021, through December 31, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 7/1/21 | | Actual Ending Account Value 12/31/21 | | Hypothetical Ending Account Value 12/31/21 | | Actual Expenses Paid During Period 7/1/21-12/31/21* | | Hypothetical Expenses Paid During Period 7/1/21-12/31/21* | | Annualized Expense Ratio During Period 7/1/21-12/31/21 | |
$ | 1,000.00 | | | $ | 1,002.40 | | | $ | 1,022.53 | | | $ | 2.67 | | | $ | 2.70 | | | | 0.53 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
37
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Additional Federal Income Tax Information
For the year ended December 31, 2021, the Fund paid qualified dividend income for the purposes of reduced individual federal income tax rates of less than 1%.
Dividends qualified for corporate dividends received deductions of less than 1%.
38
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on November 30, 2021. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at the meetings on October 19, 2021, and November 30, 2021. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund and independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by a consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk, liquidity and valuation of portfolio securities, and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows (acknowledging that economies of scale can be complex to assess and typically are not directly measurable);
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. The Board retained a consultant to provide comparative information about fees and performance. The Board met with the consultant to review its inputs and methodologies, among other things. The Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by the consultant and a peer group of funds with similar investment strategies selected by that consultant from the universe. The Board reviewed the factors and methodology used by the consultant in the selection of the Fund's
39
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
peer group, including the consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which would be a structure that results in reduced fees as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index is gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.
The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2021, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund outperformed the benchmark index for all of the periods reviewed, matched the peer group median for the one-year period, underperformed the peer group median for the three-year period, and outperformed the peer group median for the five- and ten-year periods.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
40
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
41
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221587_za007.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-ILDBVIP-AR (12/21)
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221588_aa001.jpg)
December 31, 2021
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 Capital website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Shareholder Letter (Unaudited) | | | 3 | | |
Manager's Commentary/Investment Overview (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 7 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 8 | | |
Schedule of Portfolio Investments | | | 9 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 21 | | |
Statement of Operations | | | 22 | | |
Statements of Changes in Net Assets | | | 23 | | |
Financial Highlights | | | 24 | | |
Notes to Financial Statements | | | 26 | | |
Report of Independent Registered Public Accounting Firm | | | 35 | | |
Supplemental Information (Unaudited) | |
Trustee and Officer Information | | | 36 | | |
Proxy Voting and Portfolio Holdings Information | | | 39 | | |
Expense Example | | | 39 | | |
Additional Federal Income Tax Information | | | 40 | | |
Advisory Contract Renewal | | | 41 | | |
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-CSR/0001104659-22-027265/j2221588_ba002.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
Another year has passed, but unfortunately the pandemic endures. Yet, looking back on the year ended 2021, it is evident that financial markets have endured as well, despite stiff headwinds — including new COVID-19 variants; disruption among global supply chains; uncomfortable inflation readings; and the fear of rising interest rates.
Through it all, the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again registered a positive annual total return (that makes it 12 out of the past 13 years). This was largely driven by a U.S. economy that bounced back quickly after what was effectively a global economic shutdown in 2020, and we witnessed robust earnings growth across many sectors thanks in no small part to continued fiscal stimulus and accommodative monetary policy. Underlying this positive performance were interesting differences among investment styles and market capitalizations. For example, growth-oriented investments outperformed value within large-caps but underperformed within both mid-caps and small-caps (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for higher interest rates next year?
There were other notable subplots to 2021. Early in the year we watched in disbelief as "meme stocks" — a few names that gained massive notoriety on social media platforms — went on stomach-churning roller coaster rides. Also, intriguing was how the biotech sector struggled mightily despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, while crypto assets captivated investors. Now we're all watching how crypto's underlying blockchain technologies might disrupt business-as-usual across industries in the years ahead. These were just a few of the highlights of the past year.
Through all the twists and turns, the S&P 500® Index registered an impressive annual total return of nearly 29% for the 12-month period ended December 31, 2021. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 59 basis points (a basis point is 1/100th of a percentage point), reflecting substantial fiscal stimuli and the U.S. Federal Reserve's (the "Fed") accommodative monetary stance (recently). At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 1.52%.
Despite the resiliency of financial markets, we fully acknowledge that the volatility and unusual events of recent years may have made investors uneasy at times. However, this simply underscores why it's important for investors to remain calm and unemotional in the face of market turmoil. A long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerance are some of the key ingredients for staying the course and progressing on your investment goals.
Of course, no one knows for certain what 2022 will bring. We are already facing a potential end to the Fed's accommodative monetary policies and the various forms of fiscal stimuli that helped revive the economy from the depths of the pandemic-induced market downturn. By all accounts, the Fed appears ready to raise short-term
3
interest rates, perhaps as early as the end of the first quarter, though any move will certainly be data dependent, and some are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. There will likely be new headwinds, some yet to be identified.
Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at our investment franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.
On the following pages, you will find information relating to your Victory Funds investment, brought to you by Victory Capital. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863 or visit our website at www.vcm.com.
From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221588_bc003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory 500 Index VIP Series
Manager's Commentary
(Unaudited)
What were the market conditions during the reporting period?
The first quarter of 2021 proved to be a continuation of the strong equity markets investors experienced over the second half of 2020. Gains from global equity markets were fueled by optimism surrounding the successful rollout of the COVID-19 vaccines coupled with further monetary and fiscal stimulus proposals. Faster-than-expected economic growth produced a meaningful increase in real interest rates, which led to negative returns across most major fixed-income asset classes. The 10-year U.S. Treasury bond yield finished at its highest level of the reporting period climbing from under 1% to 1.74%.
Equity markets consolidated and interest rates leveled off after large upswings during the second quarter. With strong first-quarter Gross Domestic Product and corporate earnings growth in the rearview mirror, investors seemed to be contemplating their next move. Equity markets rotated from value to growth leadership as Treasury bond yields retreated from the highs of March. Inflation data increased as the economy reopens more quickly than expected. The Fed maintained that inflationary pressure is transitory but could become more persistent. The inflationary environment was a key metric moving into the second half of the year.
The financial markets produced broadly flat returns in the third quarter. Conditions were initially supportive in July and August thanks to positive economic data and continued strength in corporate earnings. The picture changed in September, however, as investors began to focus on risk factors such as supply chain disruptions and rising inflation. In addition, the Fed indicated it may begin tapering its stimulative quantitative easing policy — a development investors took as an indication that the first interest-rate increases may be on the way in 2022. News flow from overseas also took a negative turn in September, with the emergence of energy shortages in Europe and worries that the debt problems of Chinese property developer Evergrande could have a broader, systemic effect on the nation's economy.
Despite a number of headwinds to sentiment, U.S. equities posted solid gains in the fourth quarter as reflected in the 11.03% return for the bellwether S&P 500® Index. The markets faced a shift in Fed policy as persistent inflation driven by supply chain issues and rising commodity prices led the central bank to announce and subsequently accelerate the tapering of its bond purchases that have helped keep longer-term borrowing costs low. In addition, the Fed began to signal the likelihood of two or more hikes in its benchmark overnight lending rate in 2022, representing a moving forward of the prior timetable. Prolonged negotiations over President Biden's Build Back Better spending bill put into question a source of anticipated fiscal stimulus. Finally, investors had to contend with the rapid emergence and spread of the Omicron variant of COVID-19, which threatened a new wave of lockdowns. Nonetheless, most major U.S. equity indices closed 2021 at or near all-time highs, supported by robust corporate profits and investor inflows given fixed-income yields that remained unattractive.
5
Victory Variable Insurance Funds
Victory 500 Index VIP Series (continued)
Manager's Commentary (continued)
How did Victory 500 Index VIP Series (the "Fund") perform during the reporting period?
The Fund seeks to match, before fees and expenses, the performance of the stocks composing the Victory US Large Cap 500 Index (the "Index"). The Fund returned 27.43% for the fiscal year ended December 31, 2021, closely tracking the Index, which returned 27.84% for the reporting period.
What strategies did you employ during the reporting period?
During the year, the Fund's strong absolute return in the Information Technology and Financials sectors more than offset the underperformance in the Utilities and Materials sectors. The Fund's small allocation to derivatives during the year did not have a material impact on performance.
6
Victory Variable Insurance Funds
Victory 500 Index VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2021
| | Class I | | | | | |
INCEPTION DATE | | 8/25/99 | | | | | | | | | |
| | Net Asset Value | | Victory US Large Cap 500 Index1 | | S&P 500® Index2 | |
One Year | | | 27.43 | % | | | 27.84 | % | | | 28.71 | % | |
Five Year | | | 18.39 | % | | | 19.04 | % | | | 18.47 | % | |
Ten Year | | | 16.36 | % | | | 16.80 | % | | | 16.55 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com.
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower. 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.
Victory 500 Index VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221588_bc004.jpg)
1The Victory US Large Cap 500 Index emphasizes stocks of large U.S. companies. This index does not include the effect of sales charges, commissions, expenses or taxes, and it is not possible to invest directly in an index.
2The S&P 500® Index is an unmanaged index comprised of 500 domestically traded common stocks, is weighted according to the market value of each common stock in the index, and includes reinvestment of dividends. This index does not include the effect of sales charges, commissions, expenses or taxes, and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.
Past performance is not indicative of future results.
7
Victory Variable Insurance Funds Victory 500 Index VIP Series | | December 31, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund seeks to match, before fees and expenses, the performance of the stocks composing the Victory US Large Cap 500 Index.
Top 10 Holdings*:
December 31, 2021
(% of Net Assets)
Apple, Inc. | | | 7.3 | % | |
Microsoft Corp. | | | 6.1 | % | |
Amazon.com, Inc. | | | 3.9 | % | |
Tesla, Inc. | | | 2.3 | % | |
Alphabet, Inc., Class C | | | 2.3 | % | |
Alphabet, Inc., Class A | | | 2.0 | % | |
Meta Platforms, Inc., Class A | | | 1.9 | % | |
NVIDIA Corp. | | | 1.8 | % | |
UnitedHealth Group, Inc. | | | 1.2 | % | |
JPMorgan Chase & Co. | | | 1.1 | % | |
Sector Allocation*:
December 31, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221588_bc005.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.
8
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments December 31, 2021 | |
Security Description | | Shares | | Value | |
Common Stocks (99.5%) | |
Communication Services (10.3%): | |
Activision Blizzard, Inc. | | | 2,144 | | | $ | 142,640 | | |
Alphabet, Inc., Class C (a) | | | 913 | | | | 2,641,848 | | |
Alphabet, Inc., Class A (a) | | | 801 | | | | 2,320,529 | | |
AMC Entertainment Holdings, Inc. (a) (b) | | | 1,478 | | | | 40,202 | | |
AT&T, Inc. | | | 20,752 | | | | 510,499 | | |
Charter Communications, Inc., Class A (a) | | | 351 | | | | 228,841 | | |
Comcast Corp., Class A | | | 12,719 | | | | 640,147 | | |
DISH Network Corp., Class A (a) | | | 647 | | | | 20,989 | | |
Electronic Arts, Inc. | | | 779 | | | | 102,750 | | |
Endeavor Group Holdings, Inc., Class A (a) | | | 63 | | | | 2,198 | | |
Fox Corp., Class A | | | 972 | | | | 35,867 | | |
Fox Corp., Class B | | | 450 | | | | 15,421 | | |
Liberty Media Corp.-Liberty SiriusXM, Class A (a) | | | 286 | | | | 14,543 | | |
Liberty Media Corp.-Liberty SiriusXM, Class C (a) (b) | | | 510 | | | | 25,934 | | |
Live Nation Entertainment, Inc. (a) | | | 427 | | | | 51,108 | | |
Match Group, Inc. (a) | | | 814 | | | | 107,652 | | |
Meta Platforms, Inc., Class A (a) | | | 6,408 | | | | 2,155,331 | | |
Netflix, Inc. (a) | | | 1,260 | | | | 759,074 | | |
Omnicom Group, Inc. | | | 605 | | | | 44,328 | | |
Pinterest, Inc., Class A (a) | | | 278 | | | | 10,105 | | |
ROBLOX Corp., Class A (a) | | | 602 | | | | 62,102 | | |
Roku, Inc. (a) | | | 62 | | | | 14,148 | | |
Sirius XM Holdings, Inc. (b) | | | 2,447 | | | | 15,538 | | |
Snap, Inc., Class A (a) | | | 3,483 | | | | 163,805 | | |
Take-Two Interactive Software, Inc. (a) | | | 332 | | | | 59,003 | | |
The Walt Disney Co. (a) | | | 4,726 | | | | 732,010 | | |
T-Mobile U.S., Inc. (a) | | | 2,025 | | | | 234,860 | | |
Twitter, Inc. (a) | | | 2,275 | | | | 98,326 | | |
Verizon Communications, Inc. | | | 11,778 | | | | 611,985 | | |
ViacomCBS, Inc., Class B | | | 1,481 | | | | 44,697 | | |
ViacomCBS, Inc., Class A | | | 29 | | | | 968 | | |
Warner Music Group Corp., Class A | | | 236 | | | | 10,190 | | |
Zillow Group, Inc., Class A (a) | | | 135 | | | | 8,400 | | |
Zillow Group, Inc., Class C (a) (b) | | | 515 | | | | 32,883 | | |
ZoomInfo Technologies, Inc. (a) | | | 146 | | | | 9,373 | | |
| | | 11,968,294 | | |
Communications Equipment (0.9%): | |
Arista Networks, Inc. (a) | | | 733 | | | | 105,369 | | |
Cisco Systems, Inc. | | | 12,257 | | | | 776,726 | | |
Motorola Solutions, Inc. | | | 455 | | | | 123,624 | | |
Ubiquiti, Inc. (b) | | | 19 | | | | 5,827 | | |
| | | 1,011,546 | | |
Consumer Discretionary (12.6%): | |
Airbnb, Inc., Class A (a) | | | 172 | | | | 28,636 | | |
Amazon.com, Inc. (a) | | | 1,350 | | | | 4,501,359 | | |
AutoZone, Inc. (a) | | | 61 | | | | 127,880 | | |
See notes to financial statements.
9
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Bath & Body Works, Inc. | | | 712 | | | $ | 49,691 | | |
Best Buy Co., Inc. | | | 640 | | | | 65,024 | | |
Booking Holdings, Inc. (a) | | | 119 | | | | 285,508 | | |
Burlington Stores, Inc. (a) | | | 165 | | | | 48,099 | | |
Caesars Entertainment, Inc. (a) | | | 510 | | | | 47,700 | | |
CarMax, Inc. (a) | | | 471 | | | | 61,338 | | |
Carnival Corp. (a) (b) | | | 2,581 | | | | 51,930 | | |
Carvana Co. (a) | | | 32 | | | | 7,417 | | |
Chewy, Inc., Class A (a) (b) | | | 153 | | | | 9,023 | | |
Chipotle Mexican Grill, Inc. (a) | | | 79 | | | | 138,112 | | |
D.R. Horton, Inc. | | | 949 | | | | 102,919 | | |
Darden Restaurants, Inc. | | | 302 | | | | 45,493 | | |
Dollar General Corp. | | | 610 | | | | 143,856 | | |
Dollar Tree, Inc. (a) | | | 654 | | | | 91,900 | | |
Domino's Pizza, Inc. | | | 99 | | | | 55,869 | | |
Doordash, Inc., Class A (a) | | | 105 | | | | 15,635 | | |
DraftKings, Inc., Class A (a) (b) | | | 2,076 | | | | 57,028 | | |
eBay, Inc. | | | 1,800 | | | | 119,700 | | |
Etsy, Inc. (a) | | | 349 | | | | 76,410 | | |
Expedia Group, Inc. (a) | | | 388 | | | | 70,119 | | |
Ford Motor Co. | | | 11,252 | | | | 233,704 | | |
GameStop Corp., Class A (a) (b) | | | 192 | | | | 28,491 | | |
General Motors Co. (a) | | | 3,908 | | | | 229,126 | | |
Genuine Parts Co. | | | 410 | | | | 57,482 | | |
Hilton Worldwide Holdings, Inc. (a) | | | 742 | | | | 115,745 | | |
Las Vegas Sands Corp. (a) (c) | | | 1,005 | | | | 37,828 | | |
Lennar Corp., Class A | | | 707 | | | | 82,125 | | |
Lennar Corp., Class B | | | 51 | | | | 4,877 | | |
LKQ Corp. | | | 840 | | | | 50,425 | | |
Lowe's Cos., Inc. | | | 1,896 | | | | 490,078 | | |
Lucid Group, Inc. (a) (b) | | | 1,863 | | | | 70,887 | | |
Marriott International, Inc., Class A (a) | | | 887 | | | | 146,568 | | |
McDonald's Corp. | | | 1,989 | | | | 533,191 | | |
MGM Resorts International | | | 1,176 | | | | 52,779 | | |
NIKE, Inc., Class B | | | 3,729 | | | | 621,513 | | |
NVR, Inc. (a) (b) | | | 9 | | | | 53,180 | | |
O'Reilly Automotive, Inc. (a) | | | 196 | | | | 138,421 | | |
Peloton Interactive, Inc., Class A (a) | | | 130 | | | | 4,649 | | |
Pool Corp. | | | 115 | | | | 65,090 | | |
Ross Stores, Inc. | | | 935 | | | | 106,852 | | |
Royal Caribbean Cruises Ltd. (a) | | | 546 | | | | 41,987 | | |
Starbucks Corp. | | | 3,338 | | | | 390,446 | | |
Target Corp. (c) | | | 1,378 | | | | 318,924 | | |
Tesla, Inc. (a) | | | 2,519 | | | | 2,662,029 | | |
The Home Depot, Inc. | | | 3,035 | | | | 1,259,555 | | |
The TJX Cos., Inc. | | | 3,467 | | | | 263,215 | | |
Tractor Supply Co. | | | 327 | | | | 78,022 | | |
Ulta Beauty, Inc. (a) | | | 157 | | | | 64,737 | | |
VF Corp. | | | 1,009 | | | | 73,879 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Wayfair, Inc., Class A (a) (b) | | | 137 | | | $ | 26,026 | | |
Yum! Brands, Inc. | | | 735 | | | | 102,062 | | |
| | | 14,604,539 | | |
Consumer Staples (5.9%): | |
Altria Group, Inc. | | | 5,226 | | | | 247,660 | | |
Archer-Daniels-Midland Co. | | | 1,455 | | | | 98,343 | | |
Brown-Forman Corp., Class B | | | 762 | | | | 55,519 | | |
Church & Dwight Co., Inc. | | | 714 | | | | 73,185 | | |
Colgate-Palmolive Co. | | | 2,372 | | | | 202,427 | | |
Conagra Brands, Inc. | | | 1,291 | | | | 44,088 | | |
Constellation Brands, Inc., Class A | | | 489 | | | | 122,724 | | |
Costco Wholesale Corp. | | | 1,243 | | | | 705,651 | | |
General Mills, Inc. | | | 1,760 | | | | 118,589 | | |
Hormel Foods Corp. (b) | | | 880 | | | | 42,953 | | |
Kellogg Co. | | | 793 | | | | 51,085 | | |
Keurig Dr Pepper, Inc. | | | 2,689 | | | | 99,117 | | |
Kimberly-Clark Corp. | | | 979 | | | | 139,919 | | |
McCormick & Co., Inc. | | | 572 | | | | 55,261 | | |
Mondelez International, Inc., Class A | | | 3,969 | | | | 263,184 | | |
Monster Beverage Corp. (a) | | | 1,068 | | | | 102,571 | | |
PepsiCo, Inc. | | | 4,018 | | | | 697,967 | | |
Philip Morris International, Inc. | | | 4,524 | | | | 429,780 | | |
Sysco Corp. | | | 1,458 | | | | 114,526 | | |
The Clorox Co. | | | 353 | | | | 61,549 | | |
The Coca-Cola Co. | | | 12,026 | | | | 712,059 | | |
The Estee Lauder Cos., Inc. | | | 585 | | | | 216,567 | | |
The Hershey Co. | | | 403 | | | | 77,968 | | |
The Kraft Heinz Co. | | | 2,172 | | | | 77,975 | | |
The Kroger Co. | | | 1,934 | | | | 87,533 | | |
The Procter & Gamble Co. | | | 6,884 | | | | 1,126,085 | | |
Tyson Foods, Inc., Class A | | | 714 | | | | 62,232 | | |
Walgreens Boots Alliance, Inc. | | | 2,198 | | | | 114,648 | | |
Walmart, Inc. | | | 4,328 | | | | 626,218 | | |
| | | 6,827,383 | | |
Electronic Equipment, Instruments & Components (0.6%): | |
Amphenol Corp., Class A | | | 1,592 | | | | 139,236 | | |
CDW Corp. | | | 394 | | | | 80,683 | | |
Cognex Corp. | | | 498 | | | | 38,725 | | |
Corning, Inc. | | | 2,376 | | | | 88,459 | | |
Keysight Technologies, Inc. (a) | | | 530 | | | | 109,450 | | |
Teledyne Technologies, Inc. (a) | | | 124 | | | | 54,174 | | |
Trimble, Inc. (a) | | | 683 | | | | 59,551 | | |
Zebra Technologies Corp. (a) | | | 154 | | | | 91,661 | | |
| | | 661,939 | | |
Energy (2.6%): | |
Baker Hughes Co. | | | 1,969 | | | | 47,374 | | |
Cheniere Energy, Inc. | | | 737 | | | | 74,747 | | |
Chevron Corp. | | | 5,543 | | | | 650,471 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
ConocoPhillips | | | 3,833 | | | $ | 276,666 | | |
Devon Energy Corp. | | | 1,967 | | | | 86,646 | | |
EOG Resources, Inc. | | | 1,432 | | | | 127,205 | | |
Exxon Mobil Corp. | | | 11,915 | | | | 729,079 | | |
Halliburton Co. | | | 2,547 | | | | 58,250 | | |
Hess Corp. | | | 748 | | | | 55,375 | | |
Kinder Morgan, Inc. | | | 6,165 | | | | 97,777 | | |
Marathon Petroleum Corp. | | | 1,770 | | | | 113,262 | | |
Occidental Petroleum Corp. | | | 2,714 | | | | 78,679 | | |
ONEOK, Inc. | | | 1,269 | | | | 74,566 | | |
Phillips 66 | | | 1,273 | | | | 92,242 | | |
Pioneer Natural Resources Co. | | | 709 | | | | 128,953 | | |
Schlumberger NV | | | 4,076 | | | | 122,076 | | |
The Williams Cos., Inc. | | | 3,531 | | | | 91,947 | | |
Valero Energy Corp. | | | 1,176 | | | | 88,329 | | |
| | | 2,993,644 | | |
Financials (10.6%): | |
Aflac, Inc. | | | 1,862 | | | | 108,722 | | |
Ally Financial, Inc. | | | 1,015 | | | | 48,324 | | |
American Express Co. | | | 1,919 | | | | 313,948 | | |
American International Group, Inc. | | | 2,311 | | | | 131,403 | | |
Ameriprise Financial, Inc. | | | 322 | | | | 97,135 | | |
Arch Capital Group Ltd. (a) | | | 898 | | | | 39,916 | | |
Ares Management Corp., Class A | | | 587 | | | | 47,706 | | |
Arthur J. Gallagher & Co. | | | 596 | | | | 101,123 | | |
Bank of America Corp. | | | 22,031 | | | | 980,159 | | |
Berkshire Hathaway, Inc., Class B (a) | | | 3,987 | | | | 1,192,113 | | |
Berkshire Hathaway, Inc., Class A (a) | | | 1 | | | | 450,662 | | |
BlackRock, Inc. | | | 418 | | | | 382,704 | | |
Blackstone, Inc. | | | 1,996 | | | | 258,262 | | |
Brown & Brown, Inc. | | | 691 | | | | 48,563 | | |
Capital One Financial Corp. | | | 1,237 | | | | 179,476 | | |
Cincinnati Financial Corp. | | | 414 | | | | 47,167 | | |
Citigroup, Inc. | | | 5,645 | | | | 340,902 | | |
Citizens Financial Group, Inc. | | | 1,147 | | | | 54,196 | | |
CME Group, Inc. | | | 824 | | | | 188,251 | | |
Coinbase Global, Inc., Class A (a) | | | 582 | | | | 146,879 | | |
Discover Financial Services | | | 834 | | | | 96,377 | | |
Fifth Third Bancorp | | | 1,820 | | | | 79,261 | | |
First Republic Bank | | | 508 | | | | 104,907 | | |
Franklin Resources, Inc. | | | 906 | | | | 30,342 | | |
Huntington Bancshares, Inc. | | | 4,159 | | | | 64,132 | | |
Intercontinental Exchange, Inc. | | | 1,637 | | | | 223,893 | | |
JPMorgan Chase & Co. | | | 8,407 | | | | 1,331,248 | | |
KeyCorp | | | 2,449 | | | | 56,645 | | |
M&T Bank Corp. | | | 370 | | | | 56,825 | | |
Markel Corp. (a) | | | 38 | | | | 46,892 | | |
MarketAxess Holdings, Inc. | | | 98 | | | | 40,304 | | |
Marsh & McLennan Cos., Inc. | | | 1,452 | | | | 252,387 | | |
MetLife, Inc. | | | 2,187 | | | | 136,666 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Moody's Corp. | | | 495 | | | $ | 193,337 | | |
Morgan Stanley | | | 4,336 | | | | 425,622 | | |
MSCI, Inc. | | | 240 | | | | 147,046 | | |
Nasdaq, Inc. | | | 332 | | | | 69,723 | | |
Northern Trust Corp. | | | 603 | | | | 72,125 | | |
Principal Financial Group, Inc. | | | 657 | | | | 47,521 | | |
Prudential Financial, Inc. | | | 1,087 | | | | 117,657 | | |
Raymond James Financial, Inc. | | | 568 | | | | 57,027 | | |
Regions Financial Corp. | | | 2,741 | | | | 59,754 | | |
Robinhood Markets, Inc., Class A (a) (b) | | | 183 | | | | 3,250 | | |
Rocket Cos., Inc., Class A (b) | | | 304 | | | | 4,256 | | |
S&P Global, Inc. | | | 678 | | | | 319,969 | | |
State Street Corp. | | | 1,051 | | | | 97,743 | | |
SVB Financial Group (a) | | | 171 | | | | 115,979 | | |
Synchrony Financial | | | 1,423 | | | | 66,013 | | |
T. Rowe Price Group, Inc. | | | 646 | | | | 127,029 | | |
The Allstate Corp. | | | 833 | | | | 98,002 | | |
The Bank of New York Mellon Corp. | | | 2,299 | | | | 133,526 | | |
The Carlyle Group, Inc. | | | 742 | | | | 40,736 | | |
The Charles Schwab Corp. | | | 4,371 | | | | 367,601 | | |
The Goldman Sachs Group, Inc. | | | 973 | | | | 372,221 | | |
The Hartford Financial Services Group, Inc. | | | 927 | | | | 64,000 | | |
The PNC Financial Services Group, Inc. | | | 1,215 | | | | 243,632 | | |
The Progressive Corp. | | | 1,700 | | | | 174,505 | | |
The Travelers Cos., Inc. | | | 662 | | | | 103,557 | | |
Tradeweb Markets, Inc., Class A | | | 128 | | | | 12,818 | | |
Truist Financial Corp. | | | 3,838 | | | | 224,715 | | |
U.S. Bancorp | | | 4,128 | | | | 231,870 | | |
Upstart Holdings, Inc. (a) | | | 202 | | | | 30,563 | | |
Wells Fargo & Co. | | | 11,465 | | | | 550,091 | | |
| | | 12,249,378 | | |
Health Care (13.2%): | |
10X Genomics, Inc., Class A (a) | | | 34 | | | | 5,065 | | |
Abbott Laboratories | | | 5,139 | | | | 723,263 | | |
AbbVie, Inc. | | | 5,084 | | | | 688,374 | | |
ABIOMED, Inc. (a) | | | 120 | | | | 43,100 | | |
Agilent Technologies, Inc. | | | 804 | | | | 128,359 | | |
Align Technology, Inc. (a) | | | 227 | | | | 149,180 | | |
Alnylam Pharmaceuticals, Inc. (a) | | | 282 | | | | 47,822 | | |
AmerisourceBergen Corp. | | | 458 | | | | 60,864 | | |
Amgen, Inc. | | | 1,620 | | | | 364,451 | | |
Anthem, Inc. | | | 705 | | | | 326,796 | | |
Avantor, Inc. (a) | | | 1,641 | | | | 69,152 | | |
Baxter International, Inc. | | | 1,378 | | | | 118,287 | | |
Becton, Dickinson & Co. | | | 825 | | | | 207,471 | | |
Biogen, Inc. (a) | | | 373 | | | | 89,490 | | |
BioMarin Pharmaceutical, Inc. (a) | | | 421 | | | | 37,195 | | |
Bio-Rad Laboratories, Inc., Class A (a) | | | 56 | | | | 42,312 | | |
Bio-Techne Corp. | | | 113 | | | | 58,459 | | |
Boston Scientific Corp. (a) | | | 4,054 | | | | 172,214 | | |
See notes to financial statements.
13
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Bristol-Myers Squibb Co. | | | 6,450 | | | $ | 402,157 | | |
Catalent, Inc. (a) | | | 435 | | | | 55,693 | | |
Centene Corp. (a) | | | 1,660 | | | | 136,784 | | |
Cerner Corp. | | | 855 | | | | 79,404 | | |
Charles River Laboratories International, Inc. (a) | | | 137 | | | | 51,619 | | |
Cigna Corp. | | | 963 | | | | 221,134 | | |
CVS Health Corp. | | | 3,634 | | | | 374,883 | | |
Danaher Corp. | | | 2,055 | | | | 676,115 | | |
DexCom, Inc. (a) | | | 264 | | | | 141,755 | | |
Doximity, Inc., Class A (a) | | | 74 | | | | 3,710 | | |
Edwards Lifesciences Corp. (a) | | | 1,814 | | | | 235,004 | | |
Elanco Animal Health, Inc. (a) | | | 1,129 | | | | 32,041 | | |
Eli Lilly & Co. | | | 2,429 | | | | 670,938 | | |
Exact Sciences Corp. (a) | | | 432 | | | | 33,623 | | |
Gilead Sciences, Inc. (c) | | | 3,262 | | | | 236,854 | | |
HCA Healthcare, Inc. | | | 676 | | | | 173,678 | | |
Hologic, Inc. (a) | | | 600 | | | | 45,936 | | |
Horizon Therapeutics PLC (a) | | | 645 | | | | 69,505 | | |
Humana, Inc. | | | 338 | | | | 156,785 | | |
IDEXX Laboratories, Inc. (a) | | | 231 | | | | 152,104 | | |
Illumina, Inc. (a) | | | 416 | | | | 158,263 | | |
Incyte Corp. (a) | | | 581 | | | | 42,645 | | |
Insulet Corp. (a) | | | 137 | | | | 36,452 | | |
Intuitive Surgical, Inc. (a) | | | 1,016 | | | | 365,049 | | |
IQVIA Holdings, Inc. (a) | | | 555 | | | | 156,588 | | |
Johnson & Johnson (c) | | | 7,409 | | | | 1,267,458 | | |
Laboratory Corp. of America Holdings (a) | | | 278 | | | | 87,350 | | |
McKesson Corp. | | | 444 | | | | 110,365 | | |
Merck & Co., Inc. | | | 7,341 | | | | 562,614 | | |
Mettler-Toledo International, Inc. (a) | | | 62 | | | | 105,227 | | |
Moderna, Inc. (a) | | | 1,116 | | | | 283,442 | | |
Molina Healthcare, Inc. (a) | | | 136 | | | | 43,259 | | |
Novavax, Inc. (a) (b) | | | 217 | | | | 31,046 | | |
PerkinElmer, Inc. | | | 324 | | | | 65,143 | | |
Pfizer, Inc. | | | 16,311 | | | | 963,164 | | |
Quest Diagnostics, Inc. | | | 357 | | | | 61,765 | | |
Regeneron Pharmaceuticals, Inc. (a) | | | 196 | | | | 123,778 | | |
Repligen Corp. (a) | | | 145 | | | | 38,402 | | |
ResMed, Inc. | | | 392 | | | | 102,108 | | |
Royalty Pharma PLC, Class A | | | 241 | | | | 9,604 | | |
Seagen, Inc. (a) | | | 520 | | | | 80,392 | | |
Stryker Corp. | | | 1,027 | | | | 274,640 | | |
Teladoc Health, Inc. (a) | | | 411 | | | | 37,738 | | |
Teleflex, Inc. | | | 113 | | | | 37,118 | | |
The Cooper Cos., Inc. | | | 133 | | | | 55,719 | | |
Thermo Fisher Scientific, Inc. | | | 1,145 | | | | 763,990 | | |
UnitedHealth Group, Inc. | | | 2,737 | | | | 1,374,357 | | |
Veeva Systems, Inc., Class A (a) | | | 301 | | | | 76,899 | | |
Vertex Pharmaceuticals, Inc. (a) | | | 731 | | | | 160,528 | | |
Viatris, Inc. | | | 3,515 | | | | 47,558 | | |
See notes to financial statements.
14
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Waters Corp. (a) | | | 161 | | | $ | 59,989 | | |
West Pharmaceutical Services, Inc. | | | 197 | | | | 92,395 | | |
Zimmer Biomet Holdings, Inc. | | | 607 | | | | 77,113 | | |
Zoetis, Inc. | | | 1,375 | | | | 335,541 | | |
| | | 15,369,275 | | |
Industrials (7.5%): | |
3M Co. | | | 1,675 | | | | 297,530 | | |
AMETEK, Inc. | | | 630 | | | | 92,635 | | |
Carrier Global Corp. | | | 2,121 | | | | 115,043 | | |
Caterpillar, Inc. | | | 1,522 | | | | 314,658 | | |
Cintas Corp. | | | 275 | | | | 121,872 | | |
Copart, Inc. (a) | | | 675 | | | | 102,344 | | |
CoStar Group, Inc. (a) (c) | | | 1,087 | | | | 85,906 | | |
CSX Corp. | | | 5,835 | | | | 219,396 | | |
Cummins, Inc. | | | 416 | | | | 90,746 | | |
Deere & Co. | | | 863 | | | | 295,914 | | |
Delta Air Lines, Inc. (a) | | | 1,742 | | | | 68,077 | | |
Dover Corp. | | | 414 | | | | 75,182 | | |
Eaton Corp. PLC | | | 1,158 | | | | 200,126 | | |
Emerson Electric Co. | | | 1,674 | | | | 155,632 | | |
Equifax, Inc. | | | 351 | | | | 102,769 | | |
Expeditors International of Washington, Inc. | | | 477 | | | | 64,056 | | |
Fastenal Co. | | | 1,671 | | | | 107,044 | | |
FedEx Corp. | | | 715 | | | | 184,928 | | |
Fortive Corp. | | | 1,031 | | | | 78,655 | | |
Generac Holdings, Inc. (a) | | | 181 | | | | 63,698 | | |
General Dynamics Corp. | | | 717 | | | | 149,473 | | |
General Electric Co. | | | 2,888 | | | | 272,829 | | |
HEICO Corp. | | | 131 | | | | 18,893 | | |
HEICO Corp., Class A | | | 223 | | | | 28,660 | | |
Honeywell International, Inc. | | | 1,958 | | | | 408,263 | | |
IDEX Corp. | | | 221 | | | | 52,227 | | |
Illinois Tool Works, Inc. | | | 816 | | | | 201,389 | | |
Ingersoll Rand, Inc. (c) | | | 997 | | | | 61,684 | | |
J.B. Hunt Transport Services, Inc. | | | 241 | | | | 49,260 | | |
Jacobs Engineering Group, Inc. | | | 351 | | | | 48,870 | | |
Johnson Controls International PLC | | | 2,047 | | | | 166,442 | | |
L3Harris Technologies, Inc. | | | 564 | | | | 120,267 | | |
Lockheed Martin Corp. | | | 801 | | | | 284,683 | | |
Lyft, Inc., Class A (a) | | | 115 | | | | 4,914 | | |
Masco Corp. | | | 709 | | | | 49,786 | | |
Norfolk Southern Corp. (b) | | | 707 | | | | 210,481 | | |
Northrop Grumman Corp. | | | 441 | | | | 170,698 | | |
Old Dominion Freight Line, Inc. | | | 292 | | | | 104,647 | | |
Otis Worldwide Corp. | | | 1,208 | | | | 105,181 | | |
PACCAR, Inc. | | | 1,009 | | | | 89,054 | | |
Parker-Hannifin Corp. | | | 370 | | | | 117,704 | | |
Raytheon Technologies Corp. | | | 4,304 | | | | 370,402 | | |
Republic Services, Inc. (c) | | | 640 | | | | 89,248 | | |
Rockwell Automation, Inc. | | | 337 | | | | 117,562 | | |
See notes to financial statements.
15
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Rollins, Inc. | | | 828 | | | $ | 28,326 | | |
Roper Technologies, Inc. | | | 287 | | | | 141,164 | | |
Southwest Airlines Co. (a) | | | 1,539 | | | | 65,931 | | |
Stanley Black & Decker, Inc. | | | 474 | | | | 89,406 | | |
Textron, Inc. | | | 533 | | | | 41,148 | | |
The Boeing Co. (a) | | | 1,708 | | | | 343,855 | | |
TransDigm Group, Inc. (a) | | | 140 | | | | 89,079 | | |
TransUnion | | | 516 | | | | 61,187 | | |
Uber Technologies, Inc. (a) | | | 5,519 | | | | 231,412 | | |
Union Pacific Corp. | | | 1,809 | | | | 455,741 | | |
United Parcel Service, Inc., Class B | | | 1,967 | | | | 421,607 | | |
United Rentals, Inc. (a) | | | 210 | | | | 69,781 | | |
Verisk Analytics, Inc. | | | 468 | | | | 107,046 | | |
W.W. Grainger, Inc. | | | 143 | | | | 74,108 | | |
Waste Management, Inc. | | | 1,216 | | | | 202,950 | | |
Westinghouse Air Brake Technologies Corp. | | | 549 | | | | 50,568 | | |
Xylem, Inc. | | | 491 | | | | 58,881 | | |
| | | 8,661,018 | | |
IT Services (4.1%): | |
Affirm Holdings, Inc. (a) | | | 76 | | | | 7,643 | | |
Akamai Technologies, Inc. (a) | | | 467 | | | | 54,658 | | |
Automatic Data Processing, Inc. | | | 1,225 | | | | 302,060 | | |
Block, Inc. (a) | | | 705 | | | | 113,865 | | |
Broadridge Financial Solutions, Inc. | | | 335 | | | | 61,245 | | |
Cognizant Technology Solutions Corp., Class A | | | 1,494 | | | | 132,548 | | |
EPAM Systems, Inc. (a) | | | 165 | | | | 110,294 | | |
Fidelity National Information Services, Inc. | | | 1,770 | | | | 193,195 | | |
Fiserv, Inc. (a) | | | 1,697 | | | | 176,132 | | |
FleetCor Technologies, Inc. (a) | | | 226 | | | | 50,588 | | |
Gartner, Inc. (a) | | | 239 | | | | 79,902 | | |
Global Payments, Inc. | | | 790 | | | | 106,792 | | |
International Business Machines Corp. | | | 2,551 | | | | 340,967 | | |
Marqeta, Inc., Class A (a) | | | 149 | | | | 2,558 | | |
Mastercard, Inc., Class A | | | 2,559 | | | | 919,500 | | |
MongoDB, Inc. (a) (b) | | | 6 | | | | 3,176 | | |
Okta, Inc. (a) | | | 109 | | | | 24,435 | | |
Paychex, Inc. | | | 927 | | | | 126,535 | | |
PayPal Holdings, Inc. (a) | | | 3,378 | | | | 637,023 | | |
Snowflake, Inc., Class A (a) | | | 92 | | | | 31,165 | | |
Twilio, Inc., Class A (a) | | | 213 | | | | 56,091 | | |
VeriSign, Inc. (a) | | | 282 | | | | 71,577 | | |
Visa, Inc., Class A | | | 5,142 | | | | 1,114,323 | | |
| | | 4,716,272 | | |
Materials (1.8%): | |
Air Products & Chemicals, Inc. | | | 637 | | | | 193,814 | | |
Albemarle Corp. | | | 340 | | | | 79,482 | | |
Avery Dennison Corp. | | | 220 | | | | 47,645 | | |
Ball Corp. | | | 912 | | | | 87,798 | | |
Celanese Corp. | | | 316 | | | | 53,107 | | |
See notes to financial statements.
16
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Corteva, Inc. | | | 2,118 | | | $ | 100,139 | | |
Dow, Inc. | | | 2,127 | | | | 120,643 | | |
DuPont de Nemours, Inc. | | | 1,490 | | | | 120,362 | | |
Eastman Chemical Co. | | | 358 | | | | 43,286 | | |
Ecolab, Inc. | | | 780 | | | | 182,980 | | |
Freeport-McMoRan, Inc. | | | 4,266 | | | | 178,020 | | |
International Flavors & Fragrances, Inc. | | | 701 | | | | 105,606 | | |
International Paper Co. | | | 971 | | | | 45,618 | | |
Martin Marietta Materials, Inc. | | | 168 | | | | 74,007 | | |
Newmont Corp. | | | 2,293 | | | | 142,212 | | |
Nucor Corp. | | | 743 | | | | 84,813 | | |
PPG Industries, Inc. | | | 690 | | | | 118,984 | | |
Southern Copper Corp. | | | 260 | | | | 16,045 | | |
The Sherwin-Williams Co. | | | 738 | | | | 259,894 | | |
Vulcan Materials Co. | | | 373 | | | | 77,427 | | |
| | | 2,131,882 | | |
Real Estate (2.9%): | |
Alexandria Real Estate Equities, Inc. | | | 436 | | | | 97,211 | | |
American Tower Corp. | | | 1,323 | | | | 386,977 | | |
AvalonBay Communities, Inc. | | | 427 | | | | 107,856 | | |
Boston Properties, Inc. | | | 435 | | | | 50,103 | | |
CBRE Group, Inc., Class A (a) | | | 962 | | | | 104,387 | | |
Crown Castle International Corp. | | | 1,256 | | | | 262,177 | | |
Digital Realty Trust, Inc. | | | 868 | | | | 153,523 | | |
Duke Realty Corp. | | | 1,165 | | | | 76,471 | | |
Equinix, Inc. | | | 275 | | | | 232,606 | | |
Equity LifeStyle Properties, Inc. | | | 562 | | | | 49,265 | | |
Equity Residential | | | 1,055 | | | | 95,477 | | |
Essex Property Trust, Inc. | | | 199 | | | | 70,094 | | |
Extra Space Storage, Inc. | | | 410 | | | | 92,959 | | |
Healthpeak Properties, Inc. | | | 1,649 | | | | 59,512 | | |
Invitation Homes, Inc. | | | 1,826 | | | | 82,791 | | |
Mid-America Apartment Communities, Inc. | | | 352 | | | | 80,763 | | |
Prologis, Inc. | | | 2,262 | | | | 380,830 | | |
Public Storage | | | 483 | | | | 180,912 | | |
Realty Income Corp. | | | 1,627 | | | | 116,477 | | |
SBA Communications Corp. | | | 333 | | | | 129,544 | | |
Simon Property Group, Inc. | | | 935 | | | | 149,385 | | |
Sun Communities, Inc. | | | 355 | | | | 74,539 | | |
UDR, Inc. | | | 946 | | | | 56,751 | | |
Ventas, Inc. | | | 1,160 | | | | 59,299 | | |
VICI Properties, Inc. (b) | | | 1,924 | | | | 57,932 | | |
Welltower, Inc. | | | 1,332 | | | | 114,246 | | |
Weyerhaeuser Co. | | | 2,039 | | | | 83,966 | | |
| | | 3,406,053 | | |
Semiconductors & Semiconductor Equipment (6.3%): | |
Advanced Micro Devices, Inc. (a) | | | 3,509 | | | | 504,945 | | |
Analog Devices, Inc. | | | 1,529 | | | | 268,752 | | |
Applied Materials, Inc. | | | 2,624 | | | | 412,913 | | |
See notes to financial statements.
17
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Broadcom, Inc. | | | 957 | | | $ | 636,797 | | |
Enphase Energy, Inc. (a) | | | 384 | | | | 70,249 | | |
Entegris, Inc. | | | 369 | | | | 51,136 | | |
Intel Corp. | | | 11,819 | | | | 608,678 | | |
KLA Corp. | | | 417 | | | | 179,356 | | |
Lam Research Corp. | | | 409 | | | | 294,132 | | |
Marvell Technology, Inc. | | | 2,041 | | | | 178,567 | | |
Microchip Technology, Inc. | | | 1,511 | | | | 131,548 | | |
Micron Technology, Inc. | | | 3,251 | | | | 302,831 | | |
Monolithic Power Systems, Inc. | | | 133 | | | | 65,613 | | |
NVIDIA Corp. | | | 7,112 | | | | 2,091,710 | | |
ON Semiconductor Corp. (a) | | | 1,199 | | | | 81,436 | | |
Qorvo, Inc. (a) | | | 317 | | | | 49,576 | | |
QUALCOMM, Inc. | | | 3,255 | | | | 595,242 | | |
Skyworks Solutions, Inc. | | | 476 | | | | 73,847 | | |
Teradyne, Inc. | | | 469 | | | | 76,696 | | |
Texas Instruments, Inc. | | | 2,684 | | | | 505,853 | | |
Xilinx, Inc. | | | 713 | | | | 151,177 | | |
| | | 7,331,054 | | |
Software (10.3%): | |
Adobe, Inc. (a) | | | 1,383 | | | | 784,244 | | |
ANSYS, Inc. (a) | | | 254 | | | | 101,884 | | |
AppLovin Corp., Class A (a) | | | 80 | | | | 7,541 | | |
Autodesk, Inc. (a) | | | 625 | | | | 175,744 | | |
Avalara, Inc. (a) | | | 250 | | | | 32,278 | | |
Bentley Systems, Inc., Class B | | | 35 | | | | 1,692 | | |
Bill.com Holdings, Inc. (a) | | | 264 | | | | 65,776 | | |
Cadence Design Systems, Inc. (a) | | | 805 | | | | 150,012 | | |
Ceridian HCM Holding, Inc. (a) | | | 301 | | | | 31,442 | | |
Cloudflare, Inc., Class A (a) | | | 118 | | | | 15,517 | | |
Coupa Software, Inc. (a) | | | 197 | | | | 31,136 | | |
Crowdstrike Holdings, Inc., Class A (a) | | | 63 | | | | 12,899 | | |
Datadog, Inc., Class A (a) | | | 76 | | | | 13,536 | | |
DocuSign, Inc. (a) | | | 566 | | | | 86,207 | | |
Dynatrace, Inc. (a) | | | 610 | | | | 36,814 | | |
Fortinet, Inc. (a) | | | 375 | | | | 134,775 | | |
HubSpot, Inc. (a) | | | 124 | | | | 81,735 | | |
Intuit, Inc. | | | 806 | | | | 518,435 | | |
Microsoft Corp. (c) | | | 21,130 | | | | 7,106,442 | | |
NortonLifeLock, Inc. | | | 1,477 | | | | 38,372 | | |
Nuance Communications, Inc. (a) | | | 919 | | | | 50,839 | | |
Oracle Corp. | | | 4,850 | | | | 422,969 | | |
Palantir Technologies, Inc., Class A (a) | | | 853 | | | | 15,533 | | |
Palo Alto Networks, Inc. (a) (c) | | | 278 | | | | 154,779 | | |
Paycom Software, Inc. (a) | | | 158 | | | | 65,600 | | |
Qualtrics International, Inc., Class A (a) | | | 166 | | | | 5,876 | | |
RingCentral, Inc., Class A (a) | | | 201 | | | | 37,657 | | |
salesforce.com, Inc. (a) | | | 2,785 | | | | 707,752 | | |
SentinelOne, Inc., Class A (a) | | | 114 | | | | 5,756 | | |
ServiceNow, Inc. (a) (c) | | | 566 | | | | 367,396 | | |
See notes to financial statements.
18
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Splunk, Inc. (a) (b) | | | 457 | | | $ | 52,884 | | |
SS&C Technologies Holdings, Inc. | | | 684 | | | | 56,074 | | |
Synopsys, Inc. (a) | | | 440 | | | | 162,140 | | |
The Trade Desk, Inc., Class A (a) | | | 882 | | | | 80,827 | | |
Tyler Technologies, Inc. (a) | | | 117 | | | | 62,940 | | |
UiPath, Inc., Class A (a) (b) | | | 79 | | | | 3,407 | | |
Unity Software, Inc. (a) | | | 542 | | | | 77,501 | | |
VMware, Inc., Class A | | | 514 | | | | 59,562 | | |
Workday, Inc., Class A (a) | | | 283 | | | | 77,310 | | |
Zoom Video Communications, Inc., Class A (a) | | | 72 | | | | 13,242 | | |
Zscaler, Inc. (a) | | | 261 | | | | 83,867 | | |
| | | 11,990,392 | | |
Technology Hardware, Storage & Peripherals (7.6%): | |
Apple, Inc. | | | 47,678 | | | | 8,466,183 | | |
Dell Technologies, Inc., Class C (a) | | | 632 | | | | 35,499 | | |
Hewlett Packard Enterprise Co. | | | 3,724 | | | | 58,728 | | |
HP, Inc. | | | 3,314 | | | | 124,838 | | |
NetApp, Inc. | | | 506 | | | | 46,547 | | |
Western Digital Corp. (a) | | | 906 | | | | 59,080 | | |
| | | 8,790,875 | | |
Utilities (2.3%): | |
Ameren Corp. | | | 693 | | | | 61,684 | | |
American Electric Power Co., Inc. (c) | | | 1,464 | | | | 130,252 | | |
American Water Works Co., Inc. | | | 528 | | | | 99,718 | | |
Avangrid, Inc. (b) | | | 213 | | | | 10,624 | | |
CMS Energy Corp. | | | 780 | | | | 50,739 | | |
Consolidated Edison, Inc. (c) | | | 1,006 | | | | 85,832 | | |
Dominion Energy, Inc. | | | 2,354 | | | | 184,930 | | |
DTE Energy Co. | | | 480 | | | | 57,379 | | |
Duke Energy Corp. (c) | | | 2,235 | | | | 234,452 | | |
Edison International | | | 1,092 | | | | 74,529 | | |
Entergy Corp. | | | 547 | | | | 61,620 | | |
Evergy, Inc. (c) | | | 666 | | | | 45,694 | | |
Eversource Energy (c) | | | 926 | | | | 84,247 | | |
Exelon Corp. | | | 2,664 | | | | 153,873 | | |
FirstEnergy Corp. | | | 1,565 | | | | 65,088 | | |
NextEra Energy, Inc. (c) | | | 5,702 | | | | 532,339 | | |
PG&E Corp. (a) | | | 3,765 | | | | 45,707 | | |
PPL Corp. | | | 2,136 | | | | 64,208 | | |
Public Service Enterprise Group, Inc. | | | 1,454 | | | | 97,025 | | |
Sempra Energy | | | 772 | | | | 102,120 | | |
The AES Corp. | | | 1,693 | | | | 41,140 | | |
The Southern Co. (c) | | | 3,077 | | | | 211,021 | | |
WEC Energy Group, Inc. (c) | | | 839 | | | | 81,442 | | |
Xcel Energy, Inc. (c) | | | 1,335 | | | | 90,380 | | |
| | | 2,666,043 | | |
Total Common Stocks (Cost $29,015,726) | | | 115,379,587 | | |
See notes to financial statements.
19
Victory Variable Insurance Funds Victory 500 Index VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Collateral for Securities Loaned (0.7%)^ | |
BlackRock Liquidity Funds TempFund, Institutional Shares, 0.04% (d) | | | 19,637 | | | $ | 19,637 | | |
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (d) | | | 385,673 | | | | 385,673 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (d) | | | 9,800 | | | | 9,800 | | |
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (d) | | | 78,141 | | | | 78,141 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (d) | | | 351,336 | | | | 351,336 | | |
Total Collateral for Securities Loaned (Cost $844,587) | | | 844,587 | | |
Total Investments (Cost $29,860,313) — 100.2% | | | 116,224,174 | | |
Liabilities in excess of other assets — (0.2)% | | | (179,935 | ) | |
NET ASSETS — 100.00% | | $ | 116,044,239 | | |
^ 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 December 31, 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 | | | 3 | | | 3/18/22 | | $ | 696,875 | | | $ | 713,775 | | | $ | 16,900 | | |
Total unrealized appreciation | | $ | 16,900 | | |
Total unrealized depreciation | | | — | | |
Total net unrealized appreciation (depreciation) | | $ | 16,900 | | |
See notes to financial statements.
20
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2021 | |
| | Victory 500 Index VIP Series | |
Assets: | |
Investments, at value (Cost $29,860,313) | | $ | 116,224,174 | (a) | |
Cash | | | 413,963 | | |
Deposit with broker for futures contracts | | | 258,684 | | |
Receivables: | |
Interest and dividends | | | 63,201 | | |
Capital shares issued | | | 310 | | |
From Adviser | | | 6,293 | | |
Prepaid expenses | | | 196 | | |
Total Assets | | | 116,966,821 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 844,587 | | |
Capital shares redeemed | | | 21,817 | | |
Variation margin on open futures contracts | | | 2,063 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 24,149 | | |
Administration fees | | | 5,915 | | |
Custodian fees | | | 1,026 | | |
Transfer agent fees | | | 1,905 | | |
Compliance fees | | | 67 | | |
Trustees' fees | | | 325 | | |
Other accrued expenses | | | 20,728 | | |
Total Liabilities | | | 922,582 | | |
Net Assets: | |
Capital | | | 19,005,852 | | |
Total accumulated earnings/(loss) | | | 97,038,387 | | |
Net Assets | | $ | 116,044,239 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 5,862,733 | | |
Net asset value: | | $ | 19.79 | | |
(a) Includes $814,974 of securities on loan.
See notes to financial statements.
21
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2021 | |
| | Victory 500 Index VIP Series | |
Investment Income: | |
Dividends | | $ | 1,459,678 | | |
Interest | | | 128 | | |
Securities lending (net of fees) | | | 2,381 | | |
Total Income | | | 1,462,187 | | |
Expenses: | |
Investment advisory fees | | | 277,028 | | |
Administration fees | | | 61,114 | | |
Sub-Administration fees | | | 17,000 | | |
Custodian fees | | | 6,219 | | |
Transfer agent fees | | | 102,643 | | |
Trustees' fees | | | 8,867 | | |
Compliance fees | | | 803 | | |
Legal and audit fees | | | 15,922 | | |
Licensing fees | | | 33,750 | | |
Other expenses | | | 7,194 | | |
Total Expenses | | | 530,540 | | |
Expenses waived/reimbursed by Adviser | | | (220,169 | ) | |
Net Expenses | | | 310,371 | | |
Net Investment Income (Loss) | | | 1,151,816 | | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 11,843,178 | | |
Net realized gains (losses) from futures contracts | | | 229,198 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | 13,638,814 | | |
Net change in unrealized appreciation/depreciation on futures contracts | | | 2,395 | | |
Net realized/unrealized gains (losses) on investments | | | 25,713,585 | | |
Change in net assets resulting from operations | | $ | 26,865,401 | | |
See notes to financial statements.
22
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory 500 Index VIP Series | |
| | Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | 1,151,816 | | | $ | 1,355,585 | | |
Net realized gains (losses) from investments | | | 12,072,376 | | | | 13,297,511 | | |
Net change in unrealized appreciation/depreciation on investments | | | 13,641,209 | | | | 2,340,131 | | |
Change in net assets resulting from operations | | | 26,865,401 | | | | 16,993,227 | | |
Change in net assets resulting from distributions to shareholders | | | (14,222,411 | ) | | | (24,831,812 | ) | |
Change in net assets resulting from capital transactions | | | (170,219 | ) | | | 11,270,904 | | |
Change in net assets | | | 12,472,771 | | | | 3,432,319 | | |
Net Assets: | |
Beginning of period | | | 103,571,468 | | | | 100,139,149 | | |
End of period | | $ | 116,044,239 | | | $ | 103,571,468 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 7,352,188 | | | $ | 7,131,815 | | |
Distributions reinvested | | | 14,222,411 | | | | 24,831,812 | | |
Cost of shares redeemed | | | (21,744,818 | ) | | | (20,692,723 | ) | |
Change in net assets resulting from capital transactions | | $ | (170,219 | ) | | $ | 11,270,904 | | |
Share Transactions: | |
Issued | | | 358,747 | | | | 377,915 | | |
Reinvested | | | 725,547 | | | | 1,400,173 | | |
Redeemed | | | (1,070,115 | ) | | | (1,104,892 | ) | |
Change in Shares | | | 14,179 | | | | 673,196 | | |
See notes to financial statements.
23
Victory Variable Insurance Funds | | Financial Highlights | |
For a Share Outstanding Throughout Each Period
| | | | Investment Activities | | Distributions to Shareholders From | |
| | Net Asset Value, Beginning of Period | | Net Investment Income (Loss)(a) | | Net Realized and Unrealized Gains (Losses) on Investments | | Total from Investment Activities | | Net Investment Income | | Net Realized Gains from Investments | |
Victory 500 Index VIP Series | | | |
Year Ended December 31: | |
2021 | | $ | 17.71 | | | | 0.21 | | | | 4.59 | | | | 4.80 | | | | (0.23 | ) | | | (2.49 | ) | |
2020 | | $ | 19.35 | | | | 0.28 | | | | 3.53 | | | | 3.81 | | | | (0.32 | ) | | | (5.13 | ) | |
2019 | | $ | 16.92 | | | | 0.34 | | | | 4.88 | | | | 5.22 | | | | (0.37 | ) | | | (2.42 | ) | |
2018 | | $ | 19.06 | | | | 0.32 | | | | (1.21 | ) | | | (0.89 | ) | | | (0.02 | ) | | | (1.23 | ) | |
2017 | | $ | 15.98 | | | | 0.30 | | | | 3.15 | | | | 3.45 | | | | (0.33 | ) | | | (0.04 | ) | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.'s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
See notes to financial statements.
24
Victory Variable Insurance Funds | | Financial Highlights — continued | |
For a Share Outstanding Throughout Each Period
| | | | Ratios to Average Net Assets | | Supplemental Data | |
| | Total Distributions | | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory 500 Index VIP Series | |
Year Ended December 31: | |
2021 | | | (2.72 | ) | | $ | 19.79 | | | | 27.43 | % | | | 0.28 | % | | | 1.04 | % | | | 0.48 | % | | $ | 116,044 | | | | 9 | % | |
2020 | | | (5.45 | ) | | $ | 17.71 | | | | 20.13 | % | | | 0.28 | % | | | 1.46 | % | | | 0.58 | % | | $ | 103,571 | | | | 13 | % | |
2019 | | | (2.79 | ) | | $ | 19.35 | | | | 31.04 | % | | | 0.28 | % | | | 1.71 | % | | | 0.52 | % | | $ | 100,139 | | | | 3 | % | |
2018 | | | (1.25 | ) | | $ | 16.92 | | | | (4.65 | )% | | | 0.28 | % | | | 1.65 | % | | | 0.38 | % | | $ | 106,432 | | | | 3 | % | |
2017 | | | (0.37 | ) | | $ | 19.06 | | | | 21.60 | % | | | 0.28 | % | | | 1.70 | % | | | 0.41 | % | | $ | 129,081 | | | | 3 | % | |
See notes to financial statements.
25
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2021 | |
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 U.S. Generally Accepted Accounting Principles ("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 the 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
26
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 December 31, 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 | | $ | 115,379,587 | | | $ | — | | | $ | — | | | $ | 115,379,587 | | |
Collateral for Securities Loaned | | | 844,587 | | | | — | | | | — | | | | 844,587 | | |
Total | | $ | 116,224,174 | | | $ | — | | | $ | — | | | $ | 116,224,174 | | |
Other Financial Investments^: | |
Assets: | |
Futures | | $ | 16,900 | | | $ | — | | | $ | — | | | $ | 16,900 | | |
Total | | $ | 16,900 | | | $ | — | | | $ | — | | | $ | 16,900 | | |
^ Futures contracts are valued at the unrealized appreciation (depreciation) on the investment.
For the year ended December 31, 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 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
27
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 reflected on the Statement of Assets and Liabilities under Deposit with broker for futures contracts.
Management has determined that no offsetting requirements exist as a result of their conclusion that the Fund is not subject to master netting agreements for futures contracts. During the year ended December 31, 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.
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 December 31, 2021:
| | Asset | |
| | Variation Margin Receivable on Open Futures Contracts* | |
Equity Risk Exposure | | $ | 16,900 | | |
* Includes cumulative appreciation (depreciation) of futures contracts on the Schedule of Portfolio Investments. Only current day's variation margin is reported within the Statement of Assets and Liabilities.
The following table presents the effect of derivative instruments on the Statement of Operations, categorized by risk exposure, for the year ended December 31, 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 | | $ | 229,198 | | | $ | 2,395 | | |
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 year end is generally representative of the notional amount of open positions to net assets throughout the year.
Investment Transactions and Related Income:
Changes in holdings of investments are accounted for no later than one business day following the trade date. For financial reporting purposes, however, investment transactions are accounted for on trade date or 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.
28
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
Securities Lending:
The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans 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 generally cured 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 and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. 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 Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays 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. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.
The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.
The following table is a summary of the Fund's securities lending transactions as of December 31, 2021.
Value of Securities on Loan | | Non-Cash Collateral | | Cash Collateral | |
$ | 814,974 | | | $ | — | | | $ | 844,587 | | |
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.
For the year ended December 31, 2021, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.
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 that Fund, while expenses that 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 an affiliated trust based upon net assets or another appropriate basis.
29
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
3. Purchases and Sales:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2021, were as follows:
Excluding U.S. Government Securities | |
Purchases | | Sales | |
$9,618,385 | | $21,957,243 | |
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 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 year ended December 31, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM also 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. The tiered rates at which VCM is paid by the Funds are shown in the table below:
Net Assets | |
Up to $15 billion | | $15 billion – $30 billion | | Over $30 billion | |
0.08%, plus | | 0.05%, plus | | 0.04% | |
Amounts incurred for the year ended December 31, 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 year ended December 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.
The Fund (as part of the Trust) has entered into an agreement with the Adviser, pursuant to which the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("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 CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Portfolios, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 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
30
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
out-of-pocket expenses incurred in providing these services. Amounts incurred for the year ended December 31, 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 year ended December 31, 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 which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of December 31, 2021, the expense limit (excluding voluntary waivers) is 0.28%.
Under the terms of the expense limitation agreement, as 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 December 31, 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 December 31, 2021.
Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 260,434 | | | $ | 277,986 | | | $ | 220,169 | | | $ | 758,589 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund is not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended December 31, 2021.
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
31
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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.
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.
Derivatives Risk — The use of derivative instruments, such as futures contracts and credit default swaps, exposes the Fund to additional risks and transaction costs. Risks of derivative instruments include: (1) the risk that interest rates, securities prices, asset values, and currency markets will not move in the direction that a portfolio manager anticipates; (2) imperfect correlation between the price of derivative instruments and movements in the prices of the securities, assets, interest rates or currencies being hedged; (3) the fact that skills needed to use these strategies are different than those needed to select portfolio securities; (4) the possible absence of a liquid secondary market for any particular instrument and possible exchange imposed price fluctuation limits, either of which may make it difficult or impossible to close out a position when desired; (5) the risk that adverse price movements in an instrument can result in a loss substantially greater than the Fund's initial investment in that instrument (in some cases, the potential loss is unlimited); (6) particularly in the case of privately-negotiated instruments, the risk that the counterparty will not perform its obligations, which could leave the Fund worse off than if it had not entered into the position; and (7) the inability to close out certain hedged positions to avoid adverse tax consequences.
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 28, 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 year ended December 31, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) on amounts borrowed. Prior to June 28, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. 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 year ended December 31, 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
32
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 reflected on the Statement of Operations under Interfund lending.
The Fund did not utilize or participate in the Facility during the year ended December 31, 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.
As of December 31, 2021, on the Statement of Assets and Liabilities, there were no permanent book-to-tax differences reclassification adjustments.
The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
Distributions paid from | | | | Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | 1,523,664 | | | $ | 12,698,747 | | | $ | 14,222,411 | | | $ | 2,003,390 | | | $ | 22,828,422 | | | $ | 24,831,812 | | |
As of December 31, 2021, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Ordinary Income | | Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Loss) | |
$ | 1,387,196 | | | $ | 11,576,814 | | | $ | 12,964,010 | | | $ | 84,074,377 | | | $ | 97,038,387 | | |
* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales.
As of December 31, 2021, the Fund had no capital loss carryforwards for federal income tax purposes.
33
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
As of December 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 32,149,797 | | | $ | 86,770,227 | | | $ | (2,695,850 | ) | | $ | 84,074,377 | | |
34
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory 500 Index VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the three years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021, by correspondence with the custodian and brokers. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221588_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2022
35
Victory Variable Insurance Funds | | Supplemental Information December 31, 2021 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently nine Trustees, eight of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their date of birth, their position with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees eight portfolios in the Trust, 41 portfolios in Victory Portfolios, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 46 portfolios of the USAA Mutual Funds Trust. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D. T. Andrews, Born April 1947 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Trustee, Carlyle Secured Lending III (since 2021). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015) | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | None. | |
36
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016- September 2017). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012). | |
Leigh A. Wilson, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.; Chairman and Chief Executive Officer (since 2019), Victory Capital Transfer Agency, Inc. | | Trustee, USAA Mutual Funds Trust; Board Member, Victory Capital Services, Inc. | |
* The Board has designated Ms. Beard and Mr. Meyer as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
37
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser; Chief Operating Officer, Victory Capital Services, Inc. (since 2020); Vice President, Victory Capital Transfer Agency, Inc. (since 2019). | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, Born March 1984 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Sean Fox, Born September 1976 | | Deputy Chief Compliance Officer | | July 2021 | | Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019). | |
Chuck Booth, Born April 1960 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
38
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 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 are 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 July 1, 2021, through December 31, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 7/1/21 | | Actual Ending Account Value 12/31/21 | | Hypothetical Ending Account Value 12/31/21 | | Actual Expenses Paid During Period 7/1/21-12/31/21* | | Hypothetical Expenses Paid During Period 7/1/21-12/31/21* | | Annualized Expense Ratio During Period 7/1/21-12/31/21 | |
$ | 1,000.00 | | | $ | 1,110.10 | | | $ | 1,023.79 | | | $ | 1.49 | | | $ | 1.43 | | | | 0.28 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
39
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Additional Federal Income Tax Information
For the year ended December 31, 2021, the Fund paid qualified dividend income for the purposes of reduced individual federal income tax rates of 100%.
Dividends qualified for corporate dividends received deductions of 100%.
For the year ended December 31, 2021, the Fund designated short-term and long-term capital gain distributions in the amount of $166,605 and $12,698,747, respectively.
40
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on November 30, 2021. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at the meetings on October 19, 2021, and November 30, 2021. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund and independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by a consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk, liquidity and valuation of portfolio securities, and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows (acknowledging that economies of scale can be complex to assess and typically are not directly measurable);
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. The Board retained a consultant to provide comparative information about fees and performance. The Board met with the consultant to review its inputs and methodologies, among other things. The Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by the consultant and a peer group of funds with similar investment strategies selected by that consultant from the universe. The Board reviewed the factors and methodology used by the consultant in the selection of the Fund's
41
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
peer group, including the consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which would be a structure that results in reduced fees as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index, noting that the Fund's investment objective is to track its benchmark index before fees and expenses. The Board recognized that the performance of the Fund is net of expenses, while the performance of the benchmark index reflects gross returns and as a result, the Fund generally will underperform its benchmark index due to fees and expenses. The Board considered the Fund's tracking error as a factor in evaluating performance.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.
The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2021, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for all of the periods reviewed, and outperformed the peer group median for all of the periods reviewed.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
42
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
43
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221588_za007.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SPIVIP-AR (12/21)
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221589_aa001.jpg)
December 31, 2021
Annual Report
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series
www.vcm.com
News, Information And Education 24 Hours A Day, 7 Days A Week
The Victory Capital website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:
• Detailed performance records
• Daily share prices
• The latest fund news
• Investment resources to help you become a better investor
• A section dedicated to investment professionals
Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, www.vcm.com has what you seek. Visit us anytime. We're always open.
Victory Variable Insurance Funds
Table of Contents
Shareholder Letter (Unaudited) | | | 3 | | |
Manager's Commentary/Investment Overview (Unaudited) | | | 5 | | |
Investment Overview (Unaudited) | | | 8 | | |
Investment Objective & Portfolio Holdings (Unaudited) | | | 9 | | |
Schedule of Portfolio Investments | | | 10 | | |
Financial Statements | |
Statement of Assets and Liabilities | | | 14 | | |
Statement of Operations | | | 15 | | |
Statements of Changes in Net Assets | | | 16 | | |
Financial Highlights | | | 18 | | |
Notes to Financial Statements | | | 20 | | |
Report of Independent Registered Public Accounting Firm | | | 27 | | |
Supplemental Information (Unaudited) | |
Trustee and Officer Information | | | 28 | | |
Proxy Voting and Portfolio Holdings Information | | | 31 | | |
Expense Example | | | 31 | | |
Additional Federal Income Tax Information | | | 32 | | |
Advisory Contract Renewal | | | 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-CSR/0001104659-22-027265/j2221589_ba002.jpg)
Call Victory at:
800-539-FUND (800-539-3863)
Visit our website at:
www.vcm.com
2
Victory Funds Letter to Shareholders
(Unaudited)
Dear Shareholder,
Another year has passed, but unfortunately the pandemic endures. Yet, looking back on the year ended 2021, it is evident that financial markets have endured as well, despite stiff headwinds — including new COVID-19 variants; disruption among global supply chains; uncomfortable inflation readings; and the fear of rising interest rates.
Through it all, the S&P 500® Index, the bell-weather proxy for our domestic stock market, once again registered a positive annual total return (that makes it 12 out of the past 13 years). This was largely driven by a U.S. economy that bounced back quickly after what was effectively a global economic shutdown in 2020, and we witnessed robust earnings growth across many sectors thanks in no small part to continued fiscal stimulus and accommodative monetary policy. Underlying this positive performance were interesting differences among investment styles and market capitalizations. For example, growth-oriented investments outperformed value within large-caps but underperformed within both mid-caps and small-caps (as measured by the Russell family of indices). Perhaps this reflects investors' expectations for higher interest rates next year?
There were other notable subplots to 2021. Early in the year we watched in disbelief as "meme stocks" — a few names that gained massive notoriety on social media platforms — went on stomach-churning roller coaster rides. Also, intriguing was how the biotech sector struggled mightily despite the success and fanfare surrounding the COVID-19 vaccines. Meanwhile, rising oil prices fueled impressive gains across the energy landscape, while crypto assets captivated investors. Now we're all watching how crypto's underlying blockchain technologies might disrupt business-as-usual across industries in the years ahead. These were just a few of the highlights of the past year.
Through all the twists and turns, the S&P 500® Index registered an impressive annual total return of nearly 29% for the 12-month period ended December 31, 2021. Over this same annual period, the yield on the 10-Year U.S. Treasury jumped 59 basis points (a basis point is 1/100th of a percentage point), reflecting substantial fiscal stimuli and the U.S. Federal Reserve's (the "Fed") accommodative monetary stance (recently). At the end of our reporting period, the yield on the 10-Year U.S. Treasury was trending higher and finished at 1.52%.
Despite the resiliency of financial markets, we fully acknowledge that the volatility and unusual events of recent years may have made investors uneasy at times. However, this simply underscores why it's important for investors to remain calm and unemotional in the face of market turmoil. A long-term perspective, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerance are some of the key ingredients for staying the course and progressing on your investment goals.
Of course, no one knows for certain what 2022 will bring. We are already facing a potential end to the Fed's accommodative monetary policies and the various forms of fiscal stimuli that helped revive the economy from the depths of the pandemic-induced market downturn. By all accounts, the Fed appears ready to raise short-term
3
interest rates, perhaps as early as the end of the first quarter, though any move will certainly be data dependent, and some are expressing concerns about labor shortages, disrupted supply chains, rising commodity prices, and the potential for lasting inflation. There will likely be new headwinds, some yet to be identified.
Thus, we cannot tell you with any certainty what markets will do in the future, but we can assure you that the investment professionals at our investment franchises continually monitor the market environment and work hard to position portfolios opportunistically no matter what the markets bring.
On the following pages, you will find information relating to your Victory Funds investment, brought to you by Victory Capital. If you have any questions, we encourage you to contact your financial advisor. Or, if you invest with us directly, you may call 800-539-3863 or visit our website at www.vcm.com.
From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221589_ba003.jpg)
Christopher K. Dyer, CFA
President,
Victory Funds
4
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series
Manager's Commentary
(Unaudited)
What were the market conditions during the reporting period?
U.S. stock performance followed up a strong 2019 and 2020 with another robust year, as the S&P 500® Index registered its twelfth year of positive returns in the last 13 years. This was driven largely by a resilient U.S. economy that bounced back quickly after what was effectively a global economic shutdown in 2020. We witnessed the highest levels of economic and earnings growth in decades, driven in part by continued fiscal stimulus and accommodative monetary policy. Yet, underlying this positive performance were interesting differences among investment styles and market capitalizations.
After a solid start to the 2021 calendar year, U.S. equity markets continued to rebound as the economy reopened after being shuttered by the COVID-19 pandemic. Aggressive fiscal and monetary measures convinced investors that had fled risk assets to re-enter as many companies reported better-than-expected earnings.
Although the market as a whole has headed higher, the inner dynamics of this past year were quite a contrast. In 2020, investors viewed the economic and business impact of the pandemic differently, rewarding the "haves" (often technology companies) relative to the "have-nots" (often older, less innovative companies). In early 2021, the "have-nots" came roaring back at the start of the year. In fact, the strong sentiment for these companies, which had been left largely for dead in the first 10 months of 2020, turned into outright exuberance as we approached the end of the first quarter of 2021. This was illustrated by value-oriented stocks in the Russell 1000® Value Index and the Russell 2000® Value Index returning 11.26% and 21.17%, respectively, materially outperforming growth-oriented stocks in the Russell 1000® Growth Index and the Russell 2000® Growth Index (the "Index"), which returned 0.94% and 4.88%, respectively.
Bellwether large-cap growth stocks led the way throughout the remainder of the year, providing investors with the highest return of any U.S. equity style during the second, third, and fourth quarters of 2021. The Russell 1000® Growth Index returned 25.21% during the final three quarters of the year, relative to the 10.37% return of the Russell 1000® Value Index and –2.67% return of the Index. This 30% performance gap between large- and small-cap growth stocks is a historic outlier, which has been driven largely by expansion among some of the largest technology stocks as investors piled into these well-known companies.
For the full year, U.S. stock performance was mixed, yet overall positive across market caps and styles, with large-cap stocks outperforming small- and mid-cap stocks as measured by the Russell family of indices. Meanwhile, growth-oriented investments outperformed value within large-caps, but materially underperformed within both mid-caps and small-caps as investors have shunned less established high-growth companies. In the broader context, however, growth stocks, as measured by the Russell 3000® Growth Index, have maintained their dominance versus value stocks, as measured by the Russell 3000® Value Index, over the past 1, 3, 5, 10, 15, and even 30 years.
5
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series (continued)
Manager's Commentary (continued)
How did Victory RS Small Cap Growth Equity VIP Series (the "Fund") perform during the reporting period?
The Fund returned –10.43% for the fiscal year ended December 31, 2021, underperforming the Index, which returned 2.83% during the reporting period.
What strategies did you employ during the reporting period?
The Fund seeks long-term capital growth by investing primarily in small-cap companies that we believe have the potential to produce sustainable earnings growth over a multi-year horizon. The Fund's relative performance was due to underperformance within the Health Care and Technology sectors, while positive stock selection within the Consumer Discretionary and Materials & Processing sectors offset some of the Fund's relative underperformance.
Within the Health Care sector, one of the largest drivers of underperformance was biotechnology holding Iovance Biotherapeutics, Inc. ("Iovance"). Iovance is focused on developing and commercializing new cancer immunotherapies that use tumor-infiltrating lymphocytes ("TILs"). TILs, as a ready-to-infuse cell therapy, have demonstrated breakthrough efficacy exceeding existing therapies in metastatic melanoma. Although we continue to believe in the long-term outlook for the treatment, the stock underperformed sharply in the first half of 2021 as the company lost a standoff with the FDA and faced a delay in its biologics license application submission for lifileucel, the company's TIL therapy candidate, as the FDA requested additional data on the treatment's potency. This setback was followed by the resignation of the company's CEO to pursue other opportunities. While we are likely to revisit the stock again in the future, we moved on from the holding.
Another underperformer within Health Care was medical equipment holding Eargo, Inc. ("Eargo"). Eargo underwhelmed when an audit into how the company's products were covered by insurance turned into a full Department of Justice investigation in the third quarter, which put their insurance channel sales business on hold for the foreseeable future. Given the noise and uncertain path forward, even in a best-case scenario, we decided to move on from the position.
Within the Technology sector, detractors included Bandwidth Inc. ("Bandwidth"), which had been a top performer for the Fund in 2020. Bandwidth is a communications platform-as-a-service solution focused on communications for enterprises. The stock had challenging performance throughout 2021, in part due to tough comparisons from COVID-19 utilization and political messaging, despite meeting or exceeding most expectations investors had for the company.
One contributor to performance within the Consumer Discretionary sector was specialty retail holding SiteOne Landscape Supply, Inc., the largest and only national wholesale distributor of landscape supplies in the United States. The stock performed very well in the year as top-line sales and bottom-line earnings both exceeded expectations, while strong execution and robust demand for professional landscaping products and services led to wider margins.
Another contributor to the Consumer Discretionary sector was homebuilder Meritage Homes Corporation, which engages in the development and sale of residential properties. The stock
6
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series (continued)
Manager's Commentary (continued)
performed well in the fourth quarter of 2021, materially beating expectations across most metrics and raising fiscal year guidance. Gross margins came in 200 basis points (a basis point is 1/100th of a percentage point) wider than expectations, highlighting their differentiated offering that we believe will make expectations too conservative given the company-specific growth levers for 2022 and beyond. We expect the company to expand their community count by more than most participants expect, which we believe will drive further margin expansion.
Within the Technology sector, a contributor to performance was semiconductor holding Lattice Semiconductor Corporation ("Lattice"), a company that develops and sells semiconductor products in Asia, Europe, and the Americas. Lattice performed exceptionally well during the year, posting solid beats and raises, and exhibited strength across segments, especially within industrials and auto on the continued macroeconomic improvement for automation, robotics, and embedded vision. In addition, the company hosted an analyst conference early in the year where they unveiled their new Avant platform, which is targeting the mid-range field-programmable gate array market and will allow integrated circuit design to be configured by customers or designers after manufacturing. We believe this doubles their addressable market and increases our already optimistic forecast for the company going forward.
Given the outsized impact of the virus globally, we believe investors should continue to expect all companies to feel some level of direct and secondary economic effects and markets to experience higher levels of volatility despite the outsized market performance throughout the year. As a result, we believe there will continue to be an abundance of opportunities across sectors in coming quarters and years as the economy transitions and new companies take leadership positions. We do not have a clear view or projection as to how large or prolonged the impact from the pandemic (both direct and indirect) will be, given the uncertainty regarding its continued spread, economic impact, politicization, potential scale of incremental fiscal and monetary stimulus not yet announced, or even the potential transformation of industries and consumer and social norms, but we believe there are clear pockets of the economy that remain better positioned than others given the ability of workers to remain productive (remotely or on-site) and end-customer demand to remain steady irrespective of the forward economic environment.
In this specific environment, we will focus further on companies with flexible business models that offer innovative products and services that will take market share from legacy companies that will be more strained by the challenging economic conditions. Now is when an active approach should shine. Specifically, our "farm team" approach identifies and monitors premier companies within each relative index, but then waits for a favorable price. This should allow us to upgrade the portfolio to our very best ideas as relative valuations shift, as it is rare that we can own our full "wish list" roster of companies. We are confident that our process will allow us to take advantage of this dynamic environment and will pay off handsomely over time.
7
Victory Variable Insurance Funds
Victory RS Small Cap Growth Equity VIP Series
Investment Overview
(Unaudited)
Average Annual Total Return
Year Ended December 31, 2021
| | Class I | | | | | |
INCEPTION DATE | | 5/1/97 | | | | | |
| | Net Asset Value | | Russell 2000® Growth Index1 | | Russell 2000® Index2 | |
One Year | | | –10.43 | % | | | 2.83 | % | | | 14.82 | % | |
Five Year | | | 16.82 | % | | | 14.53 | % | | | 12.02 | % | |
Ten Year | | | 15.54 | % | | | 14.14 | % | | | 13.23 | % | |
The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit www.vcm.com
Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower. 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.
Victory RS Small Cap Growth Equity VIP Series — Growth of $10,000
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221589_bc004.jpg)
1The Russell 2000® Growth Index is an unmanaged market-capitalization-weighted index that measures the performance of those companies in the Russell 2000® Index with higher price-to-book ratios and higher forecasted growth values. Index results assume the reinvestment of dividends paid on the stocks constituting the index. This index does not include the effect of sales charges, commissions, expenses or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.
2The Russell 2000® Index measures the performance of the 2,000 smallest companies in the Russell 3000® Index, which represents approximately 10% of the total market capitalization of the Russell 3000® Index. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.
The graph reflects investment of growth of a hypothetical $10,000 investment in the Fund.
The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.
Past performance is not indicative of future results.
8
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | December 31, 2021 | |
(Unaudited)
Investment Objective and Portfolio Holdings:
The Fund seeks long-term capital growth.
Top 10 Holdings*:
December 31, 2021
(% of Net Assets)
MACOM Technology Solutions Holdings, Inc. | | | 3.2 | % | |
Avaya Holdings Corp. | | | 2.9 | % | |
Varonis Systems, Inc. | | | 2.5 | % | |
Advanced Energy Industries, Inc. | | | 2.2 | % | |
Evoqua Water Technologies Corp. | | | 2.2 | % | |
e.l.f. Beauty, Inc. | | | 1.9 | % | |
Saia, Inc. | | | 1.8 | % | |
Summit Materials, Inc., Class A | | | 1.6 | % | |
Surgery Partners, Inc. | | | 1.6 | % | |
Omnicell, Inc. | | | 1.6 | % | |
Sector Allocation*:
December 31, 2021
(% of Net Assets)
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221589_bc005.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.
9
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments December 31, 2021 | |
Security Description | | Shares | | Value | |
Common Stocks (98.4%) | |
Biotechnology (12.7%): | |
Apellis Pharmaceuticals, Inc. (a) | | | 27,320 | | | $ | 1,291,690 | | |
Beam Therapeutics, Inc. (a) (b) | | | 12,880 | | | | 1,026,407 | | |
Bicycle Therapeutics PLC, ADR (a) | | | 11,000 | | | | 669,570 | | |
Blueprint Medicines Corp. (a) | | | 9,100 | | | | 974,701 | | |
DermTech, Inc. (a) (b) | | | 20,490 | | | | 323,742 | | |
Editas Medicine, Inc. (a) (b) | | | 25,070 | | | | 665,609 | | |
Equillium, Inc. (a) | | | 75,337 | | | | 282,514 | | |
Fate Therapeutics, Inc. (a) | | | 22,070 | | | | 1,291,316 | | |
Intellia Therapeutics, Inc. (a) | | | 12,160 | | | | 1,437,798 | | |
Karuna Therapeutics, Inc. (a) | | | 6,660 | | | | 872,460 | | |
Opthea Ltd., ADR (a) | | | 36,550 | | | | 274,125 | | |
ORIC Pharmaceuticals, Inc. (a) | | | 39,270 | | | | 577,269 | | |
Replimune Group, Inc. (a) | | | 21,380 | | | | 579,398 | | |
Rubius Therapeutics, Inc. (a) (b) | | | 58,450 | | | | 565,796 | | |
Sarepta Therapeutics, Inc. (a) | | | 10,600 | | | | 954,530 | | |
Scholar Rock Holding Corp. (a) (b) | | | 28,680 | | | | 712,411 | | |
SpringWorks Therapeutics, Inc. (a) | | | 16,990 | | | | 1,053,040 | | |
Twist Bioscience Corp. (a) | | | 10,960 | | | | 848,194 | | |
| | | 14,400,570 | | |
Communication Services (2.5%): | |
Bandwidth, Inc., Class A (a) (b) | | | 23,640 | | | | 1,696,406 | | |
ZipRecruiter, Inc. (a) | | | 46,340 | | | | 1,155,720 | | |
| | | 2,852,126 | | |
Consumer Discretionary (14.5%): | |
Acushnet Holdings Corp. (b) | | | 25,050 | | | | 1,329,654 | | |
Crocs, Inc. (a) | | | 13,960 | | | | 1,789,951 | | |
Fox Factory Holding Corp. (a) | | | 9,380 | | | | 1,595,538 | | |
Gentherm, Inc. (a) | | | 11,330 | | | | 984,577 | | |
Meritage Homes Corp. (a) | | | 12,560 | | | | 1,533,074 | | |
Papa John's International, Inc. | | | 9,140 | | | | 1,219,916 | | |
Planet Fitness, Inc., Class A (a) | | | 16,600 | | | | 1,503,628 | | |
Porch Group, Inc. (a) (b) | | | 52,450 | | | | 817,696 | | |
Skyline Champion Corp. (a) | | | 11,090 | | | | 875,888 | | |
Steven Madden Ltd. | | | 19,150 | | | | 889,900 | | |
Warby Parker, Inc., Class A (a) (b) | | | 18,250 | | | | 849,720 | | |
Wingstop, Inc. | | | 10,160 | | | | 1,755,648 | | |
YETI Holdings, Inc. (a) | | | 15,590 | | | | 1,291,320 | | |
| | | 16,436,510 | | |
Consumer Staples (4.5%): | |
BJ's Wholesale Club Holdings, Inc. (a) | | | 16,510 | | | | 1,105,675 | | |
Celsius Holdings, Inc. (a) | | | 8,680 | | | | 647,268 | | |
e.l.f. Beauty, Inc. (a) | | | 63,900 | | | | 2,122,119 | | |
Freshpet, Inc. (a) | | | 12,750 | | | | 1,214,692 | | |
| | | 5,089,754 | | |
See notes to financial statements.
10
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Energy (1.6%): | |
Matador Resources Co. (b) | | | 31,460 | | | $ | 1,161,503 | | |
Ranger Oil Corp. (a) | | | 23,930 | | | | 644,196 | | |
| | | 1,805,699 | | |
Financials (8.3%): | |
Customers Bancorp, Inc. | | | 11,360 | | | | 742,603 | | |
Focus Financial Partners, Inc., Class A (a) | | | 24,100 | | | | 1,439,252 | | |
Green Dot Corp., Class A (a) | | | 12,740 | | | | 461,698 | | |
Open Lending Corp., Class A (a) (b) | | | 30,540 | | | | 686,539 | | |
PacWest Bancorp | | | 15,060 | | | | 680,260 | | |
PRA Group, Inc. (a) | | | 19,110 | | | | 959,513 | | |
PROG Holdings, Inc. (a) (b) | | | 34,230 | | | | 1,544,115 | | |
Walker & Dunlop, Inc. | | | 11,620 | | | | 1,753,226 | | |
Wintrust Financial Corp. | | | 12,660 | | | | 1,149,781 | | |
| | | 9,416,987 | | |
Health Care Equipment & Supplies (4.5%): | |
Axonics, Inc. (a) (b) | | | 10,260 | | | | 574,560 | | |
CONMED Corp. | | | 6,080 | | | | 861,901 | | |
CryoPort, Inc. (a) | | | 23,810 | | | | 1,408,837 | | |
LivaNova PLC (a) | | | 6,880 | | | | 601,518 | | |
Nevro Corp. (a) | | | 9,370 | | | | 759,626 | | |
Shockwave Medical, Inc. (a) | | | 5,190 | | | | 925,533 | | |
| | | 5,131,975 | | |
Health Care Providers & Services (3.8%): | |
HealthEquity, Inc. (a) | | | 21,990 | | | | 972,838 | | |
LHC Group, Inc. (a) (b) | | | 11,130 | | | | 1,527,370 | | |
Surgery Partners, Inc. (a) | | | 34,530 | | | | 1,844,247 | | |
| | | 4,344,455 | | |
Health Care Technology (4.9%): | |
Health Catalyst, Inc. (a) (b) | | | 20,716 | | | | 820,768 | | |
Inspire Medical Systems, Inc. (a) | | | 6,410 | | | | 1,474,685 | | |
Omnicell, Inc. (a) | | | 10,100 | | | | 1,822,444 | | |
Vocera Communications, Inc. (a) (b) | | | 22,050 | | | | 1,429,722 | | |
| | | 5,547,619 | | |
Industrials (12.0%): | |
Advanced Drainage Systems, Inc. | | | 6,700 | | | | 912,071 | | |
Arcosa, Inc. | | | 24,440 | | | | 1,287,988 | | |
Chart Industries, Inc. (a) | | | 6,660 | | | | 1,062,203 | | |
Evoqua Water Technologies Corp. (a) | | | 52,170 | | | | 2,438,948 | | |
Herc Holdings, Inc. | | | 7,770 | | | | 1,216,393 | | |
John Bean Technologies Corp. | | | 9,160 | | | | 1,406,610 | | |
Saia, Inc. (a) | | | 5,880 | | | | 1,981,736 | | |
Simpson Manufacturing Co., Inc. | | | 10,820 | | | | 1,504,737 | | |
SPX Flow, Inc. | | | 11,160 | | | | 965,117 | | |
The AZEK Co., Inc. (a) | | | 17,170 | | | | 793,941 | | |
| | | 13,569,744 | | |
See notes to financial statements.
11
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Information Technology (24.4%): | |
ACI Worldwide, Inc. (a) | | | 32,510 | | | $ | 1,128,097 | | |
Advanced Energy Industries, Inc. | | | 27,800 | | | | 2,531,468 | | |
Avaya Holdings Corp. (a) | | | 166,270 | | | | 3,292,146 | | |
DigitalOcean Holdings, Inc. (a) | | | 21,090 | | | | 1,694,160 | | |
Everbridge, Inc. (a) | | | 6,490 | | | | 436,972 | | |
Jamf Holding Corp. (a) (b) | | | 23,280 | | | | 884,873 | | |
Lattice Semiconductor Corp. (a) | | | 19,250 | | | | 1,483,405 | | |
MACOM Technology Solutions Holdings, Inc. (a) | | | 45,730 | | | | 3,580,659 | | |
Paya Holdings, Inc. (a) | | | 81,180 | | | | 514,681 | | |
Paymentus Holdings, Inc., Class A (a) | | | 24,560 | | | | 859,109 | | |
Q2 Holdings, Inc. (a) | | | 10,020 | | | | 795,989 | | |
Silicon Laboratories, Inc. (a) | | | 7,610 | | | | 1,570,856 | | |
SiTime Corp. (a) | | | 4,490 | | | | 1,313,505 | | |
Smartsheet, Inc., Class A (a) | | | 17,110 | | | | 1,325,169 | | |
Telos Corp. (a) | | | 40,540 | | | | 625,127 | | |
Varonis Systems, Inc. (a) | | | 58,570 | | | | 2,857,044 | | |
Wix.com Ltd. (a) | | | 6,110 | | | | 964,097 | | |
WNS Holdings Ltd., ADR (a) | | | 20,316 | | | | 1,792,277 | | |
| | | 27,649,634 | | |
Life Sciences Tools & Services (0.7%): | |
Codexis, Inc. (a) | | | 24,340 | | | | 761,112 | | |
Materials (2.0%): | |
Kronos Bio, Inc. (a) (b) | | | 29,800 | | | | 404,982 | | |
Summit Materials, Inc., Class A (a) | | | 46,500 | | | | 1,866,510 | | |
| | | 2,271,492 | | |
Pharmaceuticals (0.9%): | |
Compass Pathways PLC, ADR (a) | | | 17,440 | | | | 385,424 | | |
PMV Pharmaceuticals, Inc. (a) (b) | | | 24,940 | | | | 576,114 | | |
| | | 961,538 | | |
Real Estate (1.1%): | |
National Storage Affiliates Trust | | | 17,290 | | | | 1,196,468 | | |
Total Common Stocks (Cost $97,329,799) | | | 111,435,683 | | |
See notes to financial statements.
12
Victory Variable Insurance Funds Victory RS Small Cap Growth Equity VIP Series | | Schedule of Portfolio Investments — continued December 31, 2021 | |
Security Description | | Shares | | Value | |
Collateral for Securities Loaned (10.5%)^ | |
BlackRock Liquidity Funds TempFund Portfolio, Institutional Shares, 0.04% (c) | | | 276,023 | | | $ | 276,023 | | |
Fidelity Investments Money Market Government Portfolio, Institutional Shares, 0.01% (c) | | | 5,421,130 | | | | 5,421,130 | | |
Goldman Sachs Financial Square Prime Obligations Fund, Institutional Shares, 0.02% (c) | | | 137,749 | | | | 137,749 | | |
JPMorgan Prime Money Market Fund, Capital Shares, 0.07% (c) | | | 1,098,369 | | | | 1,098,369 | | |
Morgan Stanley Institutional Liquidity Prime Portfolio, Institutional Shares, 0.06% (c) | | | 4,938,481 | | | | 4,938,481 | | |
Total Collateral for Securities Loaned (Cost $11,871,752) | | | 11,871,752 | | |
Total Investments (Cost $109,201,551) — 108.9% | | | 123,307,435 | | |
Liabilities in excess of other assets — (8.9)% | | | (10,073,684 | ) | |
NET ASSETS — 100.00% | | $ | 113,233,751 | | |
^ Purchased with cash collateral from securities on loan.
(a) Non-income producing security.
(b) All or a portion of this security is on loan.
(c) Rate disclosed is the daily yield on December 31, 2021.
ADR — American Depositary Receipt
PLC — Public Limited Company
See notes to financial statements.
13
Victory Variable Insurance Funds | | Statement of Assets and Liabilities December 31, 2021 | |
| | Victory RS Small Cap Growth Equity VIP Series | |
Assets: | |
Investments, at value (Cost $109,201,551) | | $ | 123,307,435 | (a) | |
Cash | | | 1,887,014 | | |
Receivables: | |
Interest and dividends | | | 1,982 | | |
Capital shares issued | | | 47,419 | | |
From Adviser | | | 30,127 | | |
Prepaid expenses | | | 225 | | |
Total Assets | | | 125,274,202 | | |
Liabilities: | |
Payables: | |
Collateral received on loaned securities | | | 11,871,752 | | |
Capital shares redeemed | | | 23,930 | | |
Accrued expenses and other payables: | |
Investment advisory fees | | | 71,746 | | |
Administration fees | | | 6,141 | | |
Custodian fees | | | 1,396 | | |
Transfer agent fees | | | 45,325 | | |
Compliance fees | | | 66 | | |
Trustees' fees | | | 325 | | |
Other accrued expenses | | | 19,770 | | |
Total Liabilities | | | 12,040,451 | | |
Net Assets: | |
Capital | | | 81,527,903 | | |
Total accumulated earnings/(loss) | | | 31,705,848 | | |
Net Assets | | $ | 113,233,751 | | |
Shares (unlimited shares authorized with a par value of $0.001 per share): | | | 6,910,896 | | |
Net asset value: | | $ | 16.38 | | |
(a) Includes $11,360,868 of securities on loan.
See notes to financial statements.
14
Victory Variable Insurance Funds | | Statement of Operations For the Year Ended December 31, 2021 | |
| | Victory RS Small Cap Growth Equity VIP Series | |
Investment Income: | |
Dividends | | $ | 140,768 | | |
Interest | | | 524 | | |
Securities lending (net of fees) | | | 28,568 | | |
Total Income | | | 169,860 | | |
Expenses: | |
Investment advisory fees | | | 995,490 | | |
Administration fees | | | 73,368 | | |
Sub-Administration fees | | | 17,000 | | |
Custodian fees | | | 9,398 | | |
Transfer agent fees | | | 176,560 | | |
Trustees' fees | | | 10,650 | | |
Compliance fees | | | 978 | | |
Legal and audit fees | | | 16,445 | | |
Other expenses | | | 14,950 | | |
Total Expenses | | | 1,314,839 | | |
Expenses waived/reimbursed by Adviser | | | (147,496 | ) | |
Net Expenses | | | 1,167,343 | | |
Net Investment Income (Loss) | | | (997,483 | ) | |
Realized/Unrealized Gains (Losses) from Investments: | |
Net realized gains (losses) from investment securities | | | 18,931,340 | | |
Net change in unrealized appreciation/depreciation on investment securities | | | (31,860,727 | ) | |
Net realized/unrealized gains (losses) on investments | | | (12,929,387 | ) | |
Change in net assets resulting from operations | | $ | (13,926,870 | ) | |
See notes to financial statements.
15
Victory Variable Insurance Funds | | Statements of Changes in Net Assets | |
| | Victory RS Small Cap Growth Equity VIP Series | |
| | Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
From Investment Activities: | |
Operations: | |
Net investment income (loss) | | $ | (997,483 | ) | | $ | (734,395 | ) | |
Net realized gains (losses) from investments | | | 18,931,340 | | | | 8,584,790 | | |
Net change in unrealized appreciation/depreciation on investments | | | (31,860,727 | ) | | | 29,908,291 | | |
Change in net assets resulting from operations | | | (13,926,870 | ) | | | 37,758,686 | | |
Change in net assets resulting from distributions to shareholders | | | (8,854,544 | ) | | | (19,457,968 | ) | |
Change in net assets resulting from capital transactions | | | (6,604,640 | ) | | | 19,206,752 | | |
Change in net assets | | | (29,386,054 | ) | | | 37,507,470 | | |
Net Assets: | |
Beginning of period | | | 142,619,805 | | | | 105,112,335 | | |
End of period | | $ | 113,233,751 | | | $ | 142,619,805 | | |
Capital Transactions: | |
Proceeds from shares issued | | $ | 17,744,088 | | | $ | 22,558,627 | | |
Distributions reinvested | | | 8,854,544 | | | | 19,457,968 | | |
Cost of shares redeemed | | | (33,203,272 | ) | | | (22,809,843 | ) | |
Change in net assets resulting from capital transactions | | $ | (6,604,640 | ) | | $ | 19,206,752 | | |
Share Transactions: | |
Issued | | | 899,924 | | | | 1,239,679 | | |
Reinvested | | | 565,424 | | | | 992,247 | | |
Redeemed | | | (1,719,218 | ) | | | (1,339,193 | ) | |
Change in Shares | | | (253,870 | ) | | | 892,733 | | |
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 Realized Gains From Investments | | Total Distributions | |
Victory RS Small Cap Growth Equity VIP Series | | | |
Year Ended December 31: | |
2021 | | $ | 19.91 | | | | (0.15 | ) | | | (1.99 | ) | | | (2.14 | ) | | | (1.39 | ) | | | (1.39 | ) | |
2020 | | $ | 16.76 | | | | (0.12 | ) | | | 6.45 | | | | 6.33 | | | | (3.18 | ) | | | (3.18 | ) | |
2019 | | $ | 15.29 | | | | (0.10 | ) | | | 5.95 | | | | 5.85 | | | | (4.38 | ) | | | (4.38 | ) | |
2018 | | $ | 20.48 | | | | (0.10 | ) | | | (1.62 | ) | | | (1.72 | ) | | | (3.47 | ) | | | (3.47 | ) | |
2017 | | $ | 14.82 | | | | (0.05 | ) | | | 5.71 | | | | 5.66 | | | | — | | | | — | | |
(a) Per share net investment income (loss) has been calculated using the average daily shares method.
(b) Total returns do not reflect the effects of charges deducted pursuant to the terms of The Guardian Insurance & Annuity Company, Inc.'s variable contracts. Inclusion of such charges would reduce the total returns for all periods shown.
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 | |
| | Net Asset Value, End of Period | | Total Return(b) | | Net Expenses | | Net Investment Income (Loss) | | Gross Expenses | | Net Assets, End of Period (000's) | | Portfolio Turnover | |
Victory RS Small Cap Growth Equity VIP Series | |
Year Ended December 31: | |
2021 | | $ | 16.38 | | | | (10.43 | )% | | | 0.88 | % | | | (0.75 | )% | | | 0.99 | % | | $ | 113,234 | | | | 92 | % | |
2020 | | $ | 19.91 | | | | 38.06 | % | | | 0.88 | % | | | (0.69 | )% | | | 1.01 | % | | $ | 142,620 | | | | 74 | % | |
2019 | | $ | 16.76 | | | | 38.78 | % | | | 0.88 | % | | | (0.54 | )% | | | 1.01 | % | | $ | 105,112 | | | | 90 | % | |
2018 | | $ | 15.29 | | | | (8.25 | )% | | | 0.88 | % | | | (0.44 | )% | | | 0.89 | % | | $ | 89,056 | | | | 76 | % | |
2017 | | $ | 20.48 | | | | 38.19 | % | | | 0.87 | % | | | (0.30 | )% | | | 0.87 | % | | $ | 111,470 | | | | 71 | % | |
See notes to financial statements.
19
Victory Variable Insurance Funds | | Notes to Financial Statements December 31, 2021 | |
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 U.S. Generally Accepted Accounting Principles ("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 the 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
20
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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.
A summary of the valuations as of December 31, 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 | | $ | 111,435,683 | | | $ | — | | | $ | — | | | $ | 111,435,683 | | |
Collateral for Securities Loaned | | | 11,871,752 | | | | — | | | | — | | | | 11,871,752 | | |
Total | | $ | 123,307,435 | | | $ | — | | | $ | — | | | $ | 123,307,435 | | |
For the year ended December 31, 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 or 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.
Securities Lending:
The Fund, through a Securities Lending Agreement with Citibank, N.A. ("Citibank"), may lend its securities to qualified financial institutions, such as certain broker-dealers and banks, to earn additional income, net of income retained by Citibank. Borrowers are required to initially secure their loans for collateral in the amount of at least 102% of the value of U.S. securities loaned or at least 105% of the
21
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 generally cured 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 and other securities as permitted by Securities and Exchange Commission ("SEC") guidelines. 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 Fund effectively does not have control of the non-cash collateral and therefore it is not disclosed on the Fund's Schedule of Portfolio Investments. Collateral requirements are determined daily based on the value of the Fund's securities on loan as of the end of the prior business day. During the time portfolio securities are on loan, the borrower will pay the Fund any dividends or interest paid on such securities plus any fee negotiated between the parties to the lending agreement. The Fund also earns a return from the collateral. The Fund pays 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. Loans are terminable upon demand and the borrower must return the loaned securities within the lesser of one standard settlement period or five business days. Although risk is mitigated by the collateral, the Fund could experience a delay in recovering its securities and possible loss of income or value if the borrower fails to return them. In addition, there is a risk that the value of the short-term investments will be less than the amount of cash collateral required to be returned to the borrower.
The Fund's agreement with Citibank does not include master netting provisions. Non-cash collateral received by the Fund may not be sold or repledged, except to satisfy borrower default.
The following table is a summary of the Fund's securities lending transactions as of December 31, 2021.
Value of Securities on Loan | | Non-Cash Collateral | | Cash Collateral | |
$ | 11,360,868 | | | $ | — | | | $ | 11,871,752 | | |
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.
For the year ended December 31, 2021, the Fund did not incur any income tax, interest, or penalties, and has recorded no liability for net unrecognized tax benefits relating to uncertain income tax positions.
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 that Fund, while expenses that 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 an affiliated trust based upon net assets or another appropriate basis.
3. Purchases and Sales:
Purchases and sales of securities (excluding securities maturing less than one year from acquisition) for the year ended December 31, 2021, were as follows:
Excluding U.S. Government Securities | |
Purchases | | Sales | |
$ | 119,521,764 | | | $ | 132,629,355 | | |
22
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 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 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 year ended December 31, 2021, are reflected on the Statement of Operations as Investment advisory fees.
Administration and Servicing Fees:
VCM also 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. The tiered rates at which VCM is paid by the Funds are shown in the table below:
Net Assets | |
Up to $15 billion | | $15 billion – $30 billion | | Over $30 billion | |
| 0.08 | %, plus | | | 0.05 | %, plus | | | 0.04 | % | |
Amounts incurred for the year ended December 31, 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 year ended December 31, 2021, are reflected on the Statement of Operations as Sub-Administration fees.
The Fund (as part of the Trust) has entered into an agreement with the Adviser to provide compliance services, pursuant to which the Adviser furnishes its compliance personnel, including the services of the Chief Compliance Officer ("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 CCO is an employee of the Adviser, which pays the compensation of the CCO and support staff. The funds in the Trust, Victory Portfolios, Victory Portfolios II and USAA Mutual Funds (collectively, the "Victory Funds Complex"), in aggregate, compensate the Adviser for these services. Amounts incurred for the year ended December 31, 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 year ended December 31, 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 year ended December 31, 2021, are reflected on the Statement of Operations as Custodian fees.
23
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 which are capitalized in accordance with GAAP, and other extraordinary expenses not incurred in the ordinary course of a Fund's business are excluded from the expense limits. As of December 31, 2021, the expense limit (excluding voluntary waivers) is 0.88%.
Under the terms of the expense limitation agreement, as 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 December 31, 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 December 31, 2021.
Expires 2022 | | Expires 2023 | | Expires 2024 | | Total | |
$ | 133,480 | | | $ | 140,421 | | | $ | 147,496 | | | $ | 421,397 | | |
The Adviser may voluntarily waive or reimburse additional fees to assist the Fund in maintaining competitive expense ratios. Voluntary waivers and reimbursements applicable to the Fund is not available to be recouped at a future time. There were no voluntary waivers or reimbursements for the year ended December 31, 2021.
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.
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
24
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
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 28, 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 year ended December 31, 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, with LIBOR to be replaced by a different benchmark rate in accordance with the terms of the agreement) on amounts borrowed. Prior to June 28, 2021, the Victory Funds Complex paid an annual commitment fee of 0.15% and an upfront fee of 0.10%. Each fund in the Victory Funds Complex paid a pro-rata portion of the upfront fee. 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 year ended December 31, 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 reflected on the Statement of Operations under Interfund lending.
The Fund did not utilize or participate in the Facility during the year ended December 31, 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.
25
Victory Variable Insurance Funds | | Notes to Financial Statements — continued December 31, 2021 | |
As of December 31, 2021, on the Statement of Assets and Liabilities, as a result of permanent book-to-tax differences, reclassification adjustments were as follows:
Total Accumulated Earnings/(Loss) | | Capital | |
$ | 997,287 | | | $ | (997,287 | ) | |
The tax character of distributions paid during the tax years ended as noted below, were as follows (total distributions paid may differ from the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid).
Year Ended December 31, 2021 | | Year Ended December 31, 2020 | |
Distributions paid from | | | | Distributions paid from | | | |
Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | | Ordinary Income | | Net Long-Term Capital Gains | | Total Distributions Paid | |
$ | — | | | $ | 8,854,544 | | | $ | 8,854,544 | | | $ | 990,940 | | | $ | 18,467,028 | | | $ | 19,457,968 | | |
As of December 31, 2021, the components of accumulated earnings/(loss) on a tax basis were as follows:
Undistributed Long-Term Capital Gains | | Accumulated Earnings | | Unrealized Appreciation (Depreciation)* | | Total Accumulated Earnings (Loss) | |
$ | 18,406,826 | | | $ | 18,406,826 | | | $ | 13,299,022 | | | $ | 31,705,848 | | |
* The difference between the book-basis and tax-basis unrealized appreciation (depreciation) is attributable primarily to tax deferral of losses on wash sales and passive foreign investment companies.
As of December 31, 2021, the Fund had no capital loss carryforwards for federal income tax purposes.
As of December 31, 2021, the cost basis for federal income tax purposes, gross unrealized appreciation, gross unrealized depreciation, and net unrealized appreciation (depreciation) for investments were as follows:
Cost of Investments for Federal Tax Purposes | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation (Depreciation) | |
$ | 110,008,413 | | | $ | 22,986,899 | | | $ | (9,687,877 | ) | | $ | 13,299,022 | | |
26
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Trustees of Victory Variable Insurance Funds
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of portfolio investments, of Victory RS Small Cap Growth Equity VIP Series (the "Fund"), a series of Victory Variable Insurance Funds, as of December 31, 2021, the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the related notes, and the financial highlights for each of the three years in the period then ended (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2021, the results of its operations for the year then ended, the changes in net assets for each of the two years in the period then ended and the financial highlights for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
The Fund's financial highlights for the years ended December 31, 2018 and prior, were audited by other auditors whose report dated February 15, 2019, expressed an unqualified opinion on those financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on the Fund's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2021, by correspondence with the custodian. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
We have served as the auditor of one or more of the investment companies advised by Victory Capital Management, Inc. since 2015.
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221589_ja006.jpg)
COHEN & COMPANY, LTD.
Cleveland, Ohio
February 16, 2022
27
Victory Variable Insurance Funds | | Supplemental Information December 31, 2021 | |
(Unaudited)
Trustee and Officer Information
Board of Trustees:
Overall responsibility for management of the Trust rests with the Board. The Trust is managed by the Board in accordance with the laws of the State of Delaware. There are currently nine Trustees, eight of whom are not "interested persons" of the Trust within the meaning of that term under the 1940 Act ("Independent Trustees") and one of whom is an "interested person" of the Trust within the meaning of that term under the 1940 Act ("Interested Trustee"). The Trustees, in turn, elect the officers of the Trust to actively supervise its day-to-day operations.
The following tables list the Trustees, their date of birth, their position with the Trust, their commencement of service, their principal occupations during the past five years, and any directorships of other investment companies or companies whose securities are registered under the Securities Exchange Act of 1934, as amended, or who file reports under that Act. Each Trustee oversees eight portfolios in the Trust, 41 portfolios in Victory Portfolios, and 25 portfolios in Victory Portfolios II, each a registered investment company that, together with the Trust, comprise the Victory Fund Complex. David C. Brown is a Trustee of USAA Mutual Funds and oversees 46 portfolios of the USAA Mutual Funds Trust. Each Trustee's address is c/o Victory Portfolios, 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. Each Trustee has an indefinite term.
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
Independent Trustees. | |
David Brooks Adcock, Born October 1951 | | Trustee | | February 2005 | | Consultant (since 2006). | | Chair and Trustee, Turner Funds (December 2016-December 2017). | |
Nigel D. T. Andrews, Born April 1947 | | Vice Chair and Trustee | | August 2002 | | Retired. | | Director, TCG BDC II, Inc. (since 2017); Director, TCG BDC I, Inc. (formerly Carlyle GMS Finance, Inc.) (since 2012); Trustee, Carlyle Secured Lending III (since 2021). | |
E. Lee Beard,* Born August 1951 | | Trustee | | February 2005 | | Retired (since 2015) | | None. | |
Dennis M. Bushe, Born January 1944 | | Trustee | | July 2016 | | Retired. | | None. | |
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Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Name and Date of Birth | | Position Held with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | | Other Directorships Held During Past 5 Years | |
John L. Kelly, Born April 1953 | | Trustee | | February 2015 | | Partner, McCarvill Capital Partners (September 2016- September 2017). | | Director, Caledonia Mining Corporation (since May 2012). | |
David L. Meyer,* Born April 1957 | | Trustee | | December 2008 | | Retired. | | None. | |
Gloria S. Nelund, Born May 1961 | | Trustee | | July 2016 | | Chair, CEO and Co-Founder of TriLinc Global, LLC, an investment firm. | | TriLinc Global Impact Fund, LLC (since 2012). | |
Leigh A. Wilson, Born December 1944 | | Chair and Trustee | | February 1998 | | Private Investor. | | Chair (since 2013), Caledonia Mining Corporation. | |
Interested Trustee. | |
David C. Brown,** Born May 1972 | | Trustee | | May 2008 | | Chairman and Chief Executive Officer (since 2013), the Adviser; Chairman and Chief Executive Officer (since 2013), Victory Capital Holdings, Inc.; Chairman and Chief Executive Officer (since 2019), Victory Capital Transfer Agency, Inc. | | Trustee, USAA Mutual Funds Trust; Board Member, Victory Capital Services, Inc. | |
* The Board has designated Ms. Beard and Mr. Meyer as its Audit Committee Financial Experts.
** Mr. Brown is an "Interested Person" by reason of his relationship with the Adviser.
The Statement of Additional Information includes additional information about the Trustees of the Trust and is available, without charge, by calling 800-539-3863.
29
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Officers:
The officers of the Trust, their date of birth, their commencement of service, and their principal occupations during the past five years, are detailed in the following table. Each officer serves until the earlier of his or her resignation, removal, retirement, death, or the election of a successor. The mailing address of each officer of the Trust is 4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144. The officers of the Trust receive no compensation directly from the Trust for performing the duties of their offices.
Name and Date of Birth | | Position with the Trust | | Date Commenced Service | | Principal Occupation During Past 5 Years | |
Christopher K. Dyer, Born February 1962 | | President | | February 2006* | | Director of Mutual Fund Administration, the Adviser; Chief Operating Officer, Victory Capital Services, Inc. (since 2020); Vice President, Victory Capital Transfer Agency, Inc. (since 2019). | |
Scott A. Stahorsky, Born July 1969 | | Vice President | | December 2014 | | Manager, Fund Administration, the Adviser. | |
Erin G. Wagner, Born February 1974 | | Secretary | | December 2014 | | Associate General Counsel, the Adviser (since 2013). | |
Allan Shaer, Born March 1965 | | Treasurer | | May 2017 | | Senior Vice President, Financial Administration, Citi Fund Services Ohio, Inc. (since 2016); Vice President, Mutual Fund Administration, JP Morgan Chase (2011-2016). | |
Christopher A. Ponte, Born March 1984 | | Assistant Treasurer | | December 2017 | | Manager, Fund Administration, the Adviser (since 2017); Senior Analyst, Fund Administration, the Adviser (prior to 2017); Chief Financial Officer, Victory Capital Services, Inc. (since 2018). | |
Colin Kinney, Born October 1973 | | Chief Compliance Officer | | July 2017 | | Chief Compliance Officer (since 2013) and Chief Risk Officer (2009-2017), the Adviser. | |
Sean Fox, Born September 1976 | | Deputy Chief Compliance Officer | | July 2021 | | Sr. Compliance Officer, the Adviser (2019-2021); Compliance Officer, the Adviser (2015-2019). | |
Chuck Booth, Born April 1960 | | Anti-Money Laundering Compliance Officer and Identity Theft Officer | | May 2015 | | Director, Regulatory Administration and CCO Support Services, Citi Fund Services Ohio, Inc. | |
Jay G. Baris, Born January 1954 | | Assistant Secretary | | February 1998 | | Partner, Sidley Austin LLP (since April 2020); Partner, Shearman & Sterling LLP (January 2018-April 2020); Partner, Morrison & Foerster LLP (2011-January 2018). | |
* On December 3, 2014, Mr. Dyer resigned as Secretary of the Trust and accepted the position of President.
30
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 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 are 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 July 1, 2021, through December 31, 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. Therefore, the hypothetical expenses in the table are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value 7/1/21 | | Actual Ending Account Value 12/31/21 | | Hypothetical Ending Account Value 12/31/21 | | Actual Expenses Paid During Period 7/1/21-12/31/21* | | Hypothetical Expenses Paid During Period 7/1/21-12/31/21* | | Annualized Expense Ratio During Period 7/1/21-12/31/21 | |
$ | 1,000.00 | | | $ | 889.90 | | | $ | 1,020.77 | | | $ | 4.19 | | | $ | 4.48 | | | | 0.88 | % | |
* Expenses are equal to the average account value multiplied by the Fund's annualized expense ratio multiplied by 184/365 (the number of days in the most recent fiscal half-year divided by the number of days in the fiscal year).
31
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Additional Federal Income Tax Information
For the year ended December 31, 2021, the Fund designated long-term capital gain distributions in the amount of $8,854,544.
32
Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
Considerations of the Board in Continuing the Investment Advisory Agreement (the "Agreement")
The Board approved the Agreement on behalf of the Fund at a meeting, which was called for that purpose, on November 30, 2021. The Board also considered information relating to the Fund and the Agreement provided throughout the year and, more specifically, at the meetings on October 19, 2021, and November 30, 2021. In considering whether to approve the Agreement, the Board requested, and the Adviser provided, information that the Board believed to be reasonably necessary to reach its conclusions.
The Board, including the Independent Trustees, evaluated this information along with other information obtained throughout the year and was advised by legal counsel to the Fund and independent legal counsel to the Independent Trustees. In addition, the Independent Trustees considered a past review of their overall process for conducting the annual review of the Fund's advisory arrangements by a consultant retained through their counsel.
The Board took into consideration regular reports from the Adviser throughout the COVID-19 pandemic public health crisis concerning how the ongoing pandemic has affected market volatility, investment risk, liquidity and valuation of portfolio securities, and the implementation and effectiveness of business continuity plans. These reports also had confirmed that the pandemic had no material impact on the Adviser's operations.
The Board considered the Fund's advisory fee, expense ratio and investment performance as significant factors in determining whether the Agreement should be continued. In considering whether the compensation paid to the Adviser was fair and reasonable, the Board also evaluated, among other things, the following factors:
• The requirements of the Fund for the services provided by the Adviser;
• The nature, quality and extent of the services provided and expected to be provided;
• The performance of the Fund as compared to comparable funds;
• The fees payable for the services and whether the fee arrangements provided for economies of scale that would benefit Fund shareholders as the Fund grows (acknowledging that economies of scale can be complex to assess and typically are not directly measurable);
• Whether the fee would be sufficient to enable the Adviser to attract and retain experienced personnel and continue to provide quality services to the Fund;
• The fees paid by other clients of the Adviser whose accounts are managed in a similar investment style and any differences in the services provided to the other clients compared to those provided to the Fund;
• The total expenses of the Fund;
• Management's commitment to operating the Fund at competitive expense levels;
• The profitability of the Adviser (as reflected by comparing fees earned against an estimate of the Adviser's costs) with respect to the Adviser's relationship with the Fund;
• Research and other service benefits received by the Adviser obtained through payment of client commissions for securities transactions;
• Other benefits received by the Adviser, and its affiliates, including revenues paid to the Adviser, or its affiliates, by the Fund for administration and fund accounting services, and distribution;
• The capabilities and financial condition of the Adviser;
• Current economic and industry trends; and
• The historical relationship between the Fund and the Adviser.
The Board reviewed the Fund's current management fee, comprised of the advisory fee plus the administrative services fee paid to the Adviser, in the context of the Adviser's profitability with respect to the Fund. The Board retained a consultant to provide comparative information about fees and performance. The Board met with the consultant to review its inputs and methodologies, among other things. The Board compared the Fund's total operating expense ratio on a net and gross basis with a universe of comparable mutual funds compiled by the consultant and a peer group of funds with similar investment strategies selected by that consultant from the universe. The Board reviewed the factors and methodology used by the consultant in the selection of the Fund's
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Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
peer group, including the consultant's selection of a broad universe of funds, the more specific universe of comparable funds, and peer groups of funds with comparable investment strategies and asset levels, among other factors. The Board also reviewed any changes to the consultant's methodology as compared to the prior year, including those resulting from the Adviser's input, if any. The Board also reviewed fees and other information related to the Adviser's management of similarly managed institutional or private accounts, and the differences in the services provided to the other accounts, to the extent applicable. The Board noted that the advisory fee arrangements for the Fund do not include breakpoints, which would be a structure that results in reduced fees as a fund grows. The Board also considered the Adviser's commitment to limit expenses as discussed in more detail below.
The Board also reviewed the compliance and administrative services provided to the Fund by the Adviser and its affiliates, including the Adviser's oversight of the Fund's day-to-day operations and oversight of Fund accounting, assistance in meeting legal and regulatory requirements, and other services necessary for the operation of the Fund and the Trust.
The Board reviewed the Fund's performance over one-, three-, five- and ten-year periods against the performance of the Fund's selected peer group and benchmark index. The Board recognized that the performance of the Fund and the peer group funds are net of expenses, while the performance of the benchmark index reflects gross returns.
The Board reviewed various other specific factors with respect to the Fund, as described below. In their deliberations, the Trustees did not rank the importance of any particular information or factor considered and each Trustee may have attributed different weights to various factors.
The Board concluded that the Fund's gross annual management fee was reasonable as compared to the median gross management fee charged to the funds in the Fund's peer group. The Board noted that the Fund's net annual expense ratio, taking into account any shareholder servicing or distribution fees, was reasonable as compared to the median expense ratio for the peer group. The Board considered the Adviser's contractual agreement to waive its fees and reimburse expenses for a specified period of time, as described in the Fund's prospectus.
The Board then compared the Fund's performance for the one-, three-, five- and ten-year periods ended June 30, 2021, to that of the median performance of the Fund's peer group and benchmark index for the same periods and considered the fact that the Fund underperformed the benchmark index for the one-year period, outperformed the benchmark index for the three-, five- and ten-year periods, underperformed the peer group median for the one- and three-year periods, and outperformed the peer group median for the five- and ten-year periods.
Having considered, among other things: (1) that the Fund's management fee was within the ranges of advisory fees charged to comparable mutual funds; (2) that the Fund's total expense ratio was reasonable; (3) the Adviser's willingness to limit the expenses for a period of time would provide stability to the Fund's expenses during that period; and (4) the performance of the Fund, the Board concluded that the Agreement continued to be in the best interests of the Fund's shareholders.
Conclusion
Based on its review of the information requested and provided, and following extended discussions, the Board determined that the Agreement, on behalf of the Fund, was consistent with the best interests of the Fund and its shareholders, and the Board unanimously approved the Agreement, on behalf of the Fund, for an additional annual period on the basis of the foregoing review and discussions and the following considerations, among others:
• The fairness and reasonableness of the investment advisory fee payable to the Adviser under the Agreement in light of the investment advisory services provided, the costs of these services, the profitability of the Adviser's relationship with the Fund and the comparability of the fee paid to the fees paid by other investment companies;
• The nature, quality and extent of the investment advisory services provided by the Adviser;
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Victory Variable Insurance Funds | | Supplemental Information — continued December 31, 2021 | |
(Unaudited)
• The Adviser's entrepreneurial commitment to the management of the Fund and the creation of a broad-based family of funds, which could entail a substantial commitment of the Adviser's resources to the successful operation of the Fund;
• The Adviser's representations regarding its staffing and capabilities to manage the Fund, including the retention of personnel with relevant portfolio management experience;
• The Adviser's efforts to enhance investment results by, among other things, developing quality portfolio management teams; and
• The overall high quality of the personnel, operations, financial condition, investment management capabilities, methodologies and performance of the Adviser.
35
Privacy Policy
Protecting the Privacy of Information
The Trust respects your right to privacy. We also know that you expect us to conduct and process your business in an accurate and efficient manner. To do so, we must collect and maintain certain personal information about you. This is the information we collect from you on applications or other forms, and from the transactions you make with us or third parties. It may include your name, address, social security number, account transactions and balances, and information about investment goals and risk tolerance.
We do not disclose any information about you or about former customers to anyone except as permitted or required by law. Specifically, we may disclose the information we collect to companies that perform services on our behalf, such as the transfer agent that processes shareholder accounts and printers and mailers that assist us in the distribution of investor materials. We may also disclose this information to companies that perform marketing services on our behalf. This allows us to continue to offer you Victory investment products and services that meet your investing needs, and to effect transactions that you request or authorize. These companies will use this information only in connection with the services for which we hired them. They are not permitted to use or share this information for any other purpose.
To protect your personal information internally, we permit access only by authorized employees and maintain physical, electronic, and procedural safeguards to guard your personal information.*
* You may have received communications regarding information about privacy policies from other financial institutions which gave you the opportunity to "opt-out" of certain information sharing with companies which are not affiliated with that financial institution. The Trust does not share information with other companies for purposes of marketing solicitations for products other than the Trust. Therefore, the Trust does not provide opt-out options to their shareholders.
Victory Funds
P.O. Box 182593
Columbus, Ohio 43218-2593
![](https://capedge.com/proxy/N-CSR/0001104659-22-027265/j2221589_za007.jpg)
Visit our website at: | | Call Victory at: | |
www.vcm.com | | 800-539-FUND (800-539-3863) | |
VVIF-RS-SCGEVIP-AR (12/21)
Item 2. Code of Ethics.
(a) The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. This code of ethics is included as an Exhibit.
(b) During the period covered by the report, with respect to the registrant’s code of ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions; there have been no amendments to, not any waivers granted from, a provision that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item 2.
Item 3. Audit Committee Financial Experts.
(a)(1) The registrant’s board of directors has determined that the registrant has at least one audit committee financial expert serving on its audit committee.
(a)(2) The audit committee financial experts are David L. Meyer and E. Lee Beard, who are “independent” for purposes of this Item 3 of Form N-CSR.
Item 4. Principal Accountant Fees and Services.
| | 2021 | | | 2020 | |
Audit Fees(1) | | $ | 111,500 | | | $ | 111,500 | |
Audit-Related Fees(2) | | | 0 | | | | 0 | |
Tax Fees(3) | | | 33,750 | | | | 37,000 | |
All Other Fees(4) | | | 0 | | | | 0 | |
| (1) | Audit fees include amounts related to the audit of the Registrant’s annual financial statements, security counts and services normally provided by the accountant in connection with statutory and regulatory filings. Audit fees billed were for professional services provided by Cohen & Company, Ltd. for audit compliance, audit advice and audit planning. |
| (2) | Represents the fee for assurance and related services by Cohen & Company, Ltd. reasonably related to the performance of the audit of the Registrant’s financial statements that was not reported under (a) of this item. |
| (3) | Represents the aggregate tax fee billed for professional services rendered by Cohen & Company, Ltd. for tax compliance, tax advice and tax planning. Such tax services included the review of income and excise tax returns for the Registrant. |
| (4) | For fiscal years ended December 31, 2021 and December 31, 2020, there were no fees billed for professional services rendered by Cohen & Company, Ltd. to the Registrant, other than the services reported in (a) through (c) of this item. |
Tax fees for 2021 and 2020 are for recurring tax fees for the preparation of the federal and state tax returns.
(e)(1) The Registrant’s Audit Committee must pre-approve non-audit services to be provided by the principal accountant and the fees charged for these services. The Committee may delegate authority to one or more Committee members to pre-approve these services, subject to subsequent review and approval by the Committee.
(e)(2) There were no services performed under Rule 2.01 (c)(7)(i)(C)
(f) Not applicable.
(g)
(h) The Registrant’s Audit Committee has evaluated the non-audit services that the principal accountant provided to the registrant’s investment adviser (and the adviser’s relevant affiliates), which services the Committee did not pre-approve, and has concluded that the provision of those services was compatible with maintaining the accountant’s independence.
Item 5. Audit Committee of Listed Registrants.
Not applicable.
Item 6. Investments.
(a) Not applicable.
(b) Not applicable.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable.
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable.
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable.
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 11. Controls and Procedures.
(a) The registrant’s principal executive officer and principal financial officer have concluded, based on their evaluation of the registrant’s disclosure controls and procedures as conducted within 90 days of the filing date of this report, that these disclosure controls and procedures are adequately designed and are operating effectively to ensure that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.
(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940 (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.
Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.
(a)(1) Not applicable.
(a)(2) Not applicable.
(a)(3) Not applicable.
(a)(4) Not applicable.
(b) Not applicable.
Item 13. Exhibits.
(a)(1) The code of ethics that is the subject of the disclosure required by Item 2 is attached hereto.
(a)(2) Certifications pursuant to Rule 30a-2(a) are attached hereto.
(a)(3) Not applicable.
(b) Certifications pursuant to Rule 30a-2(b) are furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Victory Variable Insurance Funds | |
| |
By (Signature and Title)* | /s/ Allan Shaer | |
| | Allan Shaer, Principal Financial Officer | |
| |
Date | February 22, 2022 | |
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 | |
| |
Date | February 22, 2022 | |
| | | |
By (Signature and Title)* | /s/ Allan Shaer | |
| | Allan Shaer, Principal Financial Officer | |
| |
Date | February 22, 2022 | |