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, 2023

Item 1.  Reports to Stockholders.

December

31,

2023

Annual

Report

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

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

interest-

ed

in

planning

tools,

or

an

investment

professional,

vcm.com

has

what

you

seek.

Visit

us

anytime.

We’re

always

open.

TABLE

OF

CONTENTS

Victory

Variable

Insurance

Funds

1

Shareholder

Letter

(Unaudited)

3

Managers’

Commentary

(Unaudited)

5

Investment

Overview

(Unaudited)

6

Investment

Objective

and

Portfolio

Holdings

(Unaudited)

7

Schedule

of

Portfolio

Investments

8

Financial

Statements

Statement

of

Assets

and

Liabilities

18

Statement

of

Operations

19

Statements

of

Changes

in

Net

Assets

20

Financial

Highlights

21

Notes

to

Financial

Statements

22

Report

of

Independent

Registered

Public

Accounting

Firm

29

Supplemental

Information

(Unaudited)

Trustee

and

Officer

Information

30

Proxy

Voting

and

Portfolio

Holdings

Information 

32

Expense

Example

32

Additional

Federal

Income

Tax

Information

33

Advisory

Contract

Approval

34

Privacy

Policy

36

2

Call

Victory

at:

800-539-FUND

(800-539-3863)

Visit

our

website

at:

vcm.com

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

3

Victory

Funds

Letter

to

Shareholders

(Unaudited)

Dear

Shareholder,

What

a

difference

a

year

can

make.

After

enduring

tumultuous

markets

and

steep

drawdowns

in

both

equities

and

bonds

during

2022,

investors

must

be

feeling

a

sense

of

relief.

Despite

the

ongoing

challenges

and

several

bouts

of

elevated

volatility,

we

all

benefitted

from

an

impressive

rebound

in

both

stock

and

bond

markets

during

our

most

recent

annual

reporting

period

ending

December

31,

2023.

Looking

back,

it

wasn’t

clear

sailing

all

year,

and

there

were

plenty

of

twists

and

turns

along

the

way.

The

year

got

off

to

a

quick

start

as

equity

investors

enjoyed

what

could

only

be

described

as

a

relief

rally.

Markets

rebounded

in

January

after

the

excessive

selling

of

2022.

In

the

United

States,

some

of

the

most

beaten

down

growth

sectors

that

were

punished

during

the

period

of

sharply

rising

interest

rates

led

the

market

higher.

But

the

rebound

was

threatened

in

March

due

to

some

unusual

turmoil

within

the

banking

sector,

which

resulted

in

the

collapse

of

a

few

large

regional

banks.

This

ratcheted

up

volatility

for

a

little

while

as

investors

feared

a

wider

banking

crisis;

however,

the

U.S.

Federal

Reserve

(the

“Fed”)

took

the

necessary

steps

to

quickly

restore

confidence

in

the

banking

system.

It

also

helped

that

the

Fed

paused

its

rate

hikes

as

inflation

data

finally

began

to

cool.

Financial

markets

resumed

their

rally

in

the

second

quarter

and

into

the

summer,

but

the

momentum

again

reversed

later

in

the

third

quarter.

Investors

wondered

if

the

Fed

would

be

able

to

remove

all

the

excess

liquidity

that

had

been

used

to

support

the

economy

during

the

pandemic

without

causing

a

recession.

Ironically,

good

news

on

the

economy

had

become

bad

news

on

the

interest-rate

outlook.

We

were

all

waiting

for

labor

markets

to

moderate,

which

would

help

keep

wages

in

check

and

ensure

inflation

would

not

worsen.

The

market

began

struggling

with

the

renewed

notion

that

interest

rates

would

remain

“higher-for-longer,”

which

seemingly

became

the

Fed’s

new

mantra.

Deep

into

the

third

quarter

investors

were

dealing

with

yet

another

bout

of

turmoil

as

yields

pushed

higher

and

eventually

peaked

for

the

year.

This

was

widely

interpreted

as

a

warning

sign

for

future

economic

growth,

and

many

pundits

were

also

predicting

an

imminent

recession.

Fortunately,

it

was

a

false

alarm

and

sentiment

flipped

as

we

approached

year-end.

Economic

growth

proved

resilient,

corporate

earnings

continued

to

meet

or

exceed

expectations,

labor

markets

eased,

and

key

measures

of

inflation

moderated.

All

this

gave

the

Fed

the

leeway

to

back

off—and

likely

end—its

historic

rate-hike

campaign.

Not

surprisingly,

the

fourth

quarter

finished

with

a

strong

rally

in

equity

markets,

and

with

declining

yields

and

rising

bond

prices.

Investors

cheered!

In

terms

of

the

numbers,

the

S&P

500

®

Index,

the

bell-weather

proxy

for

our

domestic

stock

market,

delivered

an

impressive

total

return

of

more

than

26%

for

our

annual

reporting

period.

Bonds

also

rebounded

from

a

dreadful

prior

year.

The

Bloomberg

U.S.

Aggregate

Bond

Index—a

proxy

for

a

diversified

fixed

income

portfolio

and

one

that

many

investors

and

institutions

follow

closely—delivered

a

total

return

of

5.53%

for

the

year.

Although

the

story

of

2023

had

a

happy

ending,

it’s

important

to

remember

that

it

was

a

winding

road

replete

with

many

challenges.

As

we

have

championed

before,

it’s

vital

to

remain

calm

in

the

face

of

adversity,

but

it’s

also

important

to

resist

unbridled

optimism

when

markets

rally

strongly. We

believe

the best

approach

is

to

stay

even

keeled

and

unemotional,

and

that

you

should

understand your

own

risk

tolerance,

maintain

a

well-diversified

portfolio

across

asset

classes

and

investment

types,

and

make

a

long-term

plan

and

stick

to

it.

We

still

believe

that’s

the

best

formula

for

success.

4

On

the

following

pages

you

will

find

information

relating

to

your

Victory

Funds

investment.

If

you

have

any

questions,

we

encourage

you

to

contact

your

financial

advisor. If

you

invest

with

us

directly,

you

may

call

800-539-3863 or

visit

our

website

at

vcm.com.

From

all

of

us

here

at

Victory

Capital,

thank

you

for

letting

us

help

you

work

toward

your

investment

goals.

James

De

Vries

President,

Victory

Funds

5

Victory

500

Index

VIP

Series

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

In

2023,

investors

experienced

a

significant

recovery

in

both

stock

and

bond

markets.

The

robust

performance

was

fueled

by

a

strong

economy,

better-than-expected

corporate

earnings,

and

the

U.S.

Federal

Reserve

(the

“Fed”)

signaling

the

end

of

interest

rate

hikes.

Stocks

surged

by

25%,

with

technology

and

growth

stocks

particularly

benefiting

from

expectations

of

Fed

rate

cuts

and

the

growing

influence

of

artificial

intelligence

technologies.

Bond

investors

were

relieved

as

they

avoided

a

third

consecutive

year

of

losses.

At

the

beginning

of

the

year,

concerns

about

inflation

and

the

anticipation

of

a

recession

by

the

second

half

of

the

year

loomed.

Contrary

to

expectations,

inflation

cooled,

and

the

economy

remained

robust

despite

a

first-quarter

regional

banking

crisis

that

initially

raised

fears

of

a

credit

crunch.

Although

the

Fed

raised

interest

rates

four

times

during

the

year,

Fed

officials,

in

their

December

meeting,

indicated

no

further

increases

and

hinted

at

potential

rate

cuts.

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

26.94%

for

the

fiscal

year

ended

December

31,

2023,

compared

to

the

Index,

which

returned

27.29%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

generally

seeks

to

track

the

returns

of

the

Index

before

fees

and

expenses

by

employing

a

replication

strategy

that

seeks

to

hold

all

the

stocks

in

the

Index.

The

Fund’s

small

allocation

to

derivatives

during

the

year

did

not

have

a

material

impact

on

performance.

6

Victory

500

Index

VIP

Series

Investment

Overview

(Unaudited)

*Effective

December

1,

2023,

VettaFi

,

LLC

was

approved

to

administer,

calculate,

and

publish

the

Victory

US

Large

Cap

500

Index,

the

index

that

the

Fund

seeks

to

track.

High

double-digit

returns

are

attributable,

in

part,

to

unusually

favorable

market

conditions

and

may

not

be

repeated

or

consistently

achieved

in

the

future.

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

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

1

The

unmanaged

Victory

US

Large

Cap

500

Index is

a

market-cap

weighted

index

that

consists

of

the

largest

500

companies

within

the

VettaFi

US

Equity

3000

Index

SM

("Parent

Index"). 

The

Parent

Index

measures

the

performance

of

the

largest

3000

U.S.

equity

securities

with

readily

available

price

data.

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.

2

The

unmanaged S&P

500

® 

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

the

common

stocks

of

500

leading

U.S.

companies. 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

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.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

I

INCEPTION

DATE

8/25/99

Net

Asset

Value

Victory

US

Large

Cap

500

Index*

1

S&P

500

®

Index

2

One

Year

26.94%

27.29%

26.29%

Five

Year

15.48%

16.10%

15.69%

Ten

Year

11.79%

12.29%

12.03%

7

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

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,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Apple,

Inc.

7.3%

Microsoft

Corp.

6.7%

Amazon.com,

Inc.

3.4%

NVIDIA

Corp.

2.9%

Alphabet,

Inc.,

Class

A

2.0%

Meta

Platforms,

Inc.,

Class

A

1.9%

Alphabet,

Inc.,

Class

C

1.8%

Tesla,

Inc.

1.7%

Broadcom,

Inc.

1.2%

Eli

Lilly

&

Co.

1.2%

Information

Technology

29.5%

Financials

12.8%

Health

Care

12.6%

Consumer

Discretionary

10.4%

Industrials

8.8%

Communication

Services

8.6%

Consumer

Staples

6.1%

Energy

4.0%

Real

Estate

2.4%

Materials

2.3%

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

8

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(99.7%)

Communication

Services

(8.6%):

Alphabet,

Inc.

,

Class

C

(a)

.................................................

11,997

$

1,690,737

Alphabet,

Inc.

,

Class

A

(a)

.................................................

13,276

1,854,525

AT&T,

Inc.

...........................................................

16,090

269,990

Charter

Communications,

Inc.

,

Class

A

(a)

.....................................

227

88,230

Comcast

Corp.

,

Class

A

..................................................

8,973

393,466

Electronic

Arts,

Inc.

.....................................................

548

74,972

Fox

Corp.

,

Class

A

......................................................

559

16,586

Fox

Corp.

,

Class

B

......................................................

297

8,212

Liberty

Broadband

Corp.

,

Class

A

(a)

.........................................

37

2,984

Liberty

Broadband

Corp.

,

Class

C

(a)

.........................................

261

21,034

Liberty

Media

Corp.-Liberty

Formula

One

(a)

...................................

455

28,724

Liberty

Media

Corp.-Liberty

Formula

One

(a)

...................................

50

2,899

Live

Nation

Entertainment,

Inc.

(a)

...........................................

323

30,233

Meta

Platforms,

Inc.

,

Class

A

(a)

............................................

4,983

1,763,783

Netflix,

Inc.

(a)

.........................................................

972

473,247

Omnicom

Group,

Inc.

....................................................

441

38,151

Pinterest,

Inc.

,

Class

A

(a)

.................................................

1,299

48,115

ROBLOX

Corp.

,

Class

A

(a)

...............................................

1,052

48,097

Snap,

Inc.

,

Class

A

(a)

....................................................

2,323

39,328

Take-Two

Interactive

Software,

Inc.

(a)

........................................

352

56,654

The

Interpublic

Group

of

Cos.,

Inc.

..........................................

859

28,038

The

Trade

Desk,

Inc.

,

Class

A

(a)

............................................

995

71,600

The

Walt

Disney

Co.

....................................................

4,120

371,995

T-Mobile

US,

Inc.

......................................................

1,023

164,018

Verizon

Communications,

Inc.

..............................................

9,465

356,831

Warner

Bros

Discovery,

Inc.

(a)

.............................................

4,980

56,672

7,999,121

Communications

Equipment

(0.8%):

Arista

Networks,

Inc.

(a)

..................................................

570

134,241

Cisco

Systems,

Inc.

.....................................................

9,131

461,298

Motorola

Solutions,

Inc.

..................................................

372

116,469

712,008

Consumer

Discretionary

(10.4%):

Airbnb,

Inc.

,

Class

A

(a)

..................................................

929

126,474

Amazon.com,

Inc.

(a)

....................................................

20,414

3,101,703

Aptiv

PLC

(a)

..........................................................

634

56,882

AutoZone,

Inc.

(a)

.......................................................

40

103,424

Best

Buy

Co.,

Inc.

......................................................

432

33,817

Booking

Holdings,

Inc.

(a)

.................................................

78

276,683

Carnival

Corp.

(a)

.......................................................

2,215

41,066

Chipotle

Mexican

Grill,

Inc.

(a)

.............................................

61

139,505

D.R.

Horton,

Inc.

.......................................................

653

99,243

Darden

Restaurants,

Inc.

..................................................

270

44,361

Deckers

Outdoor

Corp.

(a)

.................................................

57

38,101

Domino's

Pizza,

Inc.

.....................................................

78

32,154

DoorDash,

Inc.

,

Class

A

(a)

................................................

608

60,125

DraftKings,

Inc.

(a)

......................................................

1,003

35,356

eBay,

Inc.

............................................................

1,165

50,817

Expedia

Group,

Inc.

(a)

...................................................

298

45,233

Ford

Motor

Co.

........................................................

8,840

107,760

Garmin

Ltd.

...........................................................

345

44,346

General

Motors

Co.

.....................................................

3,077

110,526

Genuine

Parts

Co.

......................................................

315

43,628

Hilton

Worldwide

Holdings,

Inc.

............................................

597

108,708

Las

Vegas

Sands

Corp.

...................................................

817

40,205

Lennar

Corp.

,

Class

B

...................................................

24

3,217

Lennar

Corp.

,

Class

A

....................................................

551

82,121

LKQ

Corp.

...........................................................

598

28,578

Lowe's

Cos.,

Inc.

.......................................................

1,294

287,980

Lululemon

Athletica,

Inc.

(a)

...............................................

249

127,311

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

9

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Marriott

International,

Inc.

,

Class

A

..........................................

558

$

125,835

McDonald's

Corp.

......................................................

1,631

483,608

MGM

Resorts

International

(a)

..............................................

618

27,612

NIKE,

Inc.

,

Class

B

.....................................................

2,664

289,231

NVR,

Inc.

(a)

..........................................................

7

49,003

O'Reilly

Automotive,

Inc.

(a)

...............................................

132

125,411

Pool

Corp.

............................................................

85

33,890

PulteGroup,

Inc.

........................................................

482

49,752

Rivian

Automotive,

Inc.

,

Class

A

(a)

..........................................

1,509

35,401

Ross

Stores,

Inc.

.......................................................

743

102,824

Royal

Caribbean

Cruises

Ltd.

(a)

............................................

528

68,371

Starbucks

Corp.

........................................................

2,492

239,257

Tesla,

Inc.

(a)

..........................................................

6,226

1,547,036

The

Home

Depot,

Inc.

...................................................

2,236

774,886

The

TJX

Cos.,

Inc.

......................................................

2,563

240,435

Tractor

Supply

Co.

......................................................

243

52,252

Ulta

Beauty,

Inc.

(a)

.....................................................

109

53,409

Yum!

Brands,

Inc.

......................................................

631

82,446

9,649,983

Consumer

Staples

(6.1%):

Albertsons

Cos.,

Inc.

,

Class

A

..............................................

745

17,135

Altria

Group,

Inc.

.......................................................

3,978

160,473

Archer-Daniels-Midland

Co.

...............................................

1,192

86,086

Brown-Forman

Corp.

,

Class

B

.............................................

673

38,428

Brown-Forman

Corp.

,

Class

A

..............................................

109

6,495

Campbell

Soup

Co.

.....................................................

443

19,151

Church

&

Dwight

Co.,

Inc.

................................................

554

52,386

Colgate-Palmolive

Co.

...................................................

1,852

147,623

Conagra

Brands,

Inc.

....................................................

1,071

30,695

Constellation

Brands,

Inc.

,

Class

A

..........................................

381

92,107

Costco

Wholesale

Corp.

..................................................

992

654,799

Dollar

General

Corp.

....................................................

493

67,023

Dollar

Tree,

Inc.

(a)

......................................................

489

69,462

General

Mills,

Inc.

......................................................

1,306

85,073

Hormel

Foods

Corp.

.....................................................

649

20,839

Kellanova

............................................................

645

36,062

Kenvue,

Inc.

..........................................................

3,896

83,881

Keurig

Dr

Pepper,

Inc.

...................................................

2,234

74,437

Kimberly-Clark

Corp.

....................................................

759

92,226

Lamb

Weston

Holdings,

Inc.

...............................................

321

34,697

McCormick

&

Co.,

Inc.

..................................................

596

40,778

Mondelez

International,

Inc.

,

Class

A

.........................................

3,060

221,636

Monster

Beverage

Corp.

(a)

................................................

1,680

96,785

PepsiCo,

Inc.

..........................................................

3,086

524,126

Philip

Morris

International,

Inc.

.............................................

3,490

328,339

Sysco

Corp.

...........................................................

1,134

82,929

Target

Corp.

..........................................................

1,037

147,690

The

Clorox

Co.

........................................................

279

39,783

The

Coca-Cola

Co.

......................................................

9,675

570,148

The

Estee

Lauder

Cos.,

Inc.

...............................................

521

76,196

The

Hershey

Co.

.......................................................

337

62,830

The

J.M.

Smucker

Co.

...................................................

233

29,447

The

Kraft

Heinz

Co.

.....................................................

2,531

93,596

The

Kroger

Co.

........................................................

1,608

73,502

The

Procter

&

Gamble

Co.

................................................

5,305

777,395

Tyson

Foods,

Inc.

,

Class

A

................................................

626

33,647

Walgreens

Boots

Alliance,

Inc.

.............................................

1,606

41,933

Walmart,

Inc.

..........................................................

3,221

507,791

5,617,629

Electronic

Equipment,

Instruments

&

Components

(0.6%):

Amphenol

Corp.

,

Class

A

.................................................

1,340

132,834

CDW

Corp.

...........................................................

301

68,423

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

10

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Corning,

Inc.

..........................................................

1,735

$

52,831

Jabil,

Inc.

............................................................

276

35,162

Keysight

Technologies,

Inc.

(a)

.............................................

396

63,000

TE

Connectivity

Ltd.

....................................................

699

98,210

Teledyne

Technologies,

Inc.

(a)

.............................................

105

46,860

Trimble,

Inc.

(a)

........................................................

558

29,686

Zebra

Technologies

Corp.

(a)

...............................................

115

31,433

558,439

Energy

(4.0%):

Baker

Hughes

Co.

......................................................

2,263

77,349

Cheniere

Energy,

Inc.

....................................................

529

90,306

Chevron

Corp.

.........................................................

4,237

631,991

ConocoPhillips

Co.

.....................................................

2,672

310,139

Coterra

Energy,

Inc.

.....................................................

1,662

42,414

Devon

Energy

Corp.

.....................................................

1,433

64,915

Diamondback

Energy,

Inc.

................................................

388

60,171

EOG

Resources,

Inc.

....................................................

1,308

158,203

EQT

Corp.

............................................................

865

33,441

Exxon

Mobil

Corp.

.....................................................

9,008

900,620

Halliburton

Co.

........................................................

2,008

72,589

Hess

Corp.

............................................................

625

90,100

Kinder

Morgan,

Inc.

.....................................................

4,364

76,981

Marathon

Oil

Corp.

.....................................................

1,313

31,722

Marathon

Petroleum

Corp.

................................................

853

126,551

Occidental

Petroleum

Corp.

...............................................

1,978

118,106

ONEOK,

Inc.

..........................................................

1,306

91,707

Phillips

66

............................................................

988

131,542

Pioneer

Natural

Resources

Co.

.............................................

522

117,387

Schlumberger

NV

......................................................

3,211

167,101

Targa

Resources

Corp.

...................................................

493

42,827

Texas

Pacific

Land

Corp.

.................................................

17

26,732

The

Williams

Cos.,

Inc.

..................................................

2,729

95,051

Valero

Energy

Corp.

.....................................................

763

99,190

3,657,135

Financials

(12.8%):

Aflac,

Inc.

............................................................

1,183

97,598

American

Express

Co.

...................................................

1,639

307,050

American

International

Group,

Inc.

..........................................

1,579

106,977

Ameriprise

Financial,

Inc.

.................................................

227

86,221

Aon

PLC

,

Class

A

......................................................

446

129,795

Apollo

Global

Management,

Inc.

............................................

892

83,125

Arch

Capital

Group

Ltd.

(a)

................................................

815

60,530

Ares

Management

Corp.

,

Class

A

...........................................

348

41,384

Arthur

J.

Gallagher

&

Co.

.................................................

481

108,167

Bank

of

America

Corp.

...................................................

17,795

599,158

Berkshire

Hathaway,

Inc.

,

Class

B

(a)

.........................................

2,935

1,046,797

BlackRock,

Inc.

........................................................

330

267,894

Blackstone,

Inc.

........................................................

1,586

207,639

Block,

Inc.

(a)

..........................................................

1,212

93,748

Brown

&

Brown,

Inc.

....................................................

535

38,044

Capital

One

Financial

Corp.

...............................................

846

110,928

Cboe

Global

Markets,

Inc.

................................................

237

42,319

Chubb

Ltd.

...........................................................

913

206,338

Cincinnati

Financial

Corp.

................................................

346

35,797

Citigroup,

Inc.

.........................................................

4,299

221,141

Citizens

Financial

Group,

Inc.

..............................................

1,043

34,565

CME

Group,

Inc.

.......................................................

808

170,165

Coinbase

Global,

Inc.

,

Class

A

(a)

...........................................

378

65,742

Discover

Financial

Services

...............................................

560

62,944

Everest

Group

Ltd.

......................................................

74

26,165

FactSet

Research

Systems,

Inc.

.............................................

85

40,549

Fidelity

National

Information

Services,

Inc.

....................................

1,331

79,953

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

11

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Fifth

Third

Bancorp

.....................................................

1,525

$

52,597

First

Citizens

Bancshares,

Inc.

,

Class

A

.......................................

23

32,636

Fiserv,

Inc.

(a)

..........................................................

1,342

178,271

FleetCor

Technologies,

Inc.

(a)

..............................................

153

43,239

Franklin

Resources,

Inc.

..................................................

640

19,066

Global

Payments,

Inc.

....................................................

580

73,660

Huntington

Bancshares,

Inc.

...............................................

3,221

40,971

Intercontinental

Exchange,

Inc.

.............................................

1,276

163,877

Jack

Henry

&

Associates,

Inc.

..............................................

163

26,636

JPMorgan

Chase

&

Co.

..................................................

6,448

1,096,805

KKR

&

Co.,

Inc.

.......................................................

1,504

124,606

Loews

Corp.

..........................................................

412

28,671

LPL

Financial

Holdings,

Inc.

...............................................

169

38,468

M&T

Bank

Corp.

.......................................................

372

50,994

Markel

Group,

Inc.

(a)

....................................................

29

41,177

Marsh

&

McLennan

Cos.,

Inc.

.............................................

1,109

210,122

Mastercard,

Inc.

,

Class

A

.................................................

1,873

798,853

MetLife,

Inc.

..........................................................

1,397

92,384

Moody's

Corp.

.........................................................

411

160,520

Morgan

Stanley

........................................................

2,837

264,550

MSCI,

Inc.

...........................................................

173

97,857

Nasdaq,

Inc.

..........................................................

959

55,756

Northern

Trust

Corp.

....................................................

457

38,562

PayPal

Holdings,

Inc.

(a)

..................................................

2,407

147,814

Principal

Financial

Group,

Inc.

.............................................

534

42,010

Prudential

Financial,

Inc.

.................................................

812

84,213

Raymond

James

Financial,

Inc.

.............................................

424

47,276

Regions

Financial

Corp.

..................................................

2,089

40,485

S&P

Global,

Inc.

.......................................................

713

314,091

State

Street

Corp.

.......................................................

691

53,525

Synchrony

Financial

.....................................................

925

35,326

T.

Rowe

Price

Group,

Inc.

.................................................

492

52,983

The

Allstate

Corp.

......................................................

585

81,888

The

Bank

of

New

York

Mellon

Corp.

.........................................

1,728

89,942

The

Charles

Schwab

Corp.

................................................

3,739

257,243

The

Goldman

Sachs

Group,

Inc.

............................................

730

281,612

The

Hartford

Financial

Services

Group,

Inc.

....................................

675

54,257

The

PNC

Financial

Services

Group,

Inc.

......................................

894

138,436

The

Progressive

Corp.

...................................................

1,314

209,294

The

Travelers

Cos.,

Inc.

..................................................

512

97,531

Truist

Financial

Corp.

....................................................

2,994

110,538

U.S.

Bancorp

..........................................................

3,499

151,437

Visa,

Inc.

,

Class

A

......................................................

3,550

924,243

W.R.

Berkley

Corp.

.....................................................

454

32,107

Wells

Fargo

&

Co.

......................................................

8,168

402,029

Willis

Towers

Watson

PLC

................................................

232

55,958

11,805,249

Health

Care

(12.6%):

Abbott

Laboratories

.....................................................

3,882

427,292

AbbVie,

Inc.

..........................................................

3,971

615,386

Agilent

Technologies,

Inc.

.................................................

656

91,204

Align

Technology,

Inc.

(a)

.................................................

161

44,114

Alnylam

Pharmaceuticals,

Inc.

(a)

...........................................

281

53,786

Amgen,

Inc.

...........................................................

1,203

346,488

Avantor,

Inc.

(a)

........................................................

1,484

33,880

Baxter

International,

Inc.

.................................................

1,134

43,840

Becton

Dickinson

&

Co.

..................................................

653

159,221

Biogen,

Inc.

(a)

.........................................................

324

83,841

BioMarin

Pharmaceutical,

Inc.

(a)

...........................................

416

40,111

Boston

Scientific

Corp.

(a)

.................................................

3,285

189,906

Bristol-Myers

Squibb

Co.

.................................................

4,579

234,948

Cardinal

Health,

Inc.

....................................................

552

55,642

Cencora,

Inc.

..........................................................

382

78,455

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

12

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Centene

Corp.

(a)

.......................................................

1,190

$

88,310

CVS

Health

Corp.

......................................................

2,893

228,431

Danaher

Corp.

.........................................................

1,518

351,174

Dexcom,

Inc.

(a)

........................................................

858

106,469

Edwards

Lifesciences

Corp.

(a)

.............................................

1,346

102,632

Elevance

Health,

Inc.

....................................................

527

248,512

Eli

Lilly

&

Co.

.........................................................

1,910

1,113,377

Exact

Sciences

Corp.

(a)

..................................................

403

29,814

GE

HealthCare

Technologies,

Inc.

...........................................

884

68,351

Gilead

Sciences,

Inc.

....................................................

2,804

227,152

HCA

Healthcare,

Inc.

....................................................

439

118,829

Hologic,

Inc.

(a)

........................................................

533

38,083

Humana,

Inc.

..........................................................

276

126,356

IDEXX

Laboratories,

Inc.

(a)

...............................................

185

102,684

Illumina,

Inc.

(a)

........................................................

356

49,569

Incyte

Corp.

(a)

.........................................................

499

31,332

Insulet

Corp.

(a)

........................................................

156

33,849

Intuitive

Surgical,

Inc.

(a)

.................................................

788

265,840

IQVIA

Holdings,

Inc.

(a)

..................................................

407

94,172

Johnson

&

Johnson

.....................................................

5,412

848,277

Laboratory

Corp.

of

America

Holdings

........................................

191

43,412

McKesson

Corp.

.......................................................

300

138,894

Medtronic

PLC

........................................................

2,992

246,481

Merck

&

Co.,

Inc.

......................................................

5,699

621,305

Mettler-Toledo

International,

Inc.

(a)

.........................................

48

58,222

Moderna,

Inc.

(a)

.......................................................

746

74,190

Molina

Healthcare,

Inc.

(a)

................................................

130

46,970

Pfizer,

Inc.

............................................................

19,899

572,892

Quest

Diagnostics,

Inc.

...................................................

251

34,608

Regeneron

Pharmaceuticals,

Inc.

(a)

..........................................

235

206,398

ResMed,

Inc.

..........................................................

329

56,595

Revvity,

Inc.

..........................................................

277

30,279

Royalty

Pharma

PLC

,

Class

A

..............................................

851

23,905

STERIS

PLC

..........................................................

222

48,807

Stryker

Corp.

..........................................................

800

239,568

The

Cigna

Group

.......................................................

647

193,744

The

Cooper

Cos.,

Inc.

....................................................

111

42,007

Thermo

Fisher

Scientific,

Inc.

..............................................

869

461,256

UnitedHealth

Group,

Inc.

.................................................

2,076

1,092,952

Veeva

Systems,

Inc.

,

Class

A

(a)

.............................................

295

56,793

Vertex

Pharmaceuticals,

Inc.

(a)

.............................................

579

235,589

Viatris,

Inc.

...........................................................

2,678

29,003

Waters

Corp.

(a)

........................................................

133

43,788

West

Pharmaceutical

Services,

Inc.

..........................................

166

58,452

Zimmer

Biomet

Holdings,

Inc.

.............................................

470

57,199

Zoetis,

Inc.

...........................................................

1,033

203,883

11,688,519

Industrials

(8.8%):

3M

Co.

..............................................................

1,243

135,885

AMETEK,

Inc.

........................................................

518

85,413

Automatic

Data

Processing,

Inc.

............................................

922

214,798

Axon

Enterprise,

Inc.

(a)

..................................................

158

40,816

Booz

Allen

Hamilton

Holding

Corp.

.........................................

289

36,966

Broadridge

Financial

Solutions,

Inc.

.........................................

263

54,112

Builders

FirstSource,

Inc.

(a)

...............................................

271

45,241

Carlisle

Cos.,

Inc.

.......................................................

109

34,055

Carrier

Global

Corp.

.....................................................

1,887

108,408

Caterpillar,

Inc.

........................................................

1,145

338,542

Cintas

Corp.

..........................................................

195

117,519

Copart,

Inc.

(a)

.........................................................

1,961

96,089

CSX

Corp.

............................................................

4,440

153,935

Cummins,

Inc.

.........................................................

314

75,225

Deere

&

Co.

..........................................................

603

241,122

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

13

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Delta

Air

Lines,

Inc.

.....................................................

1,444

$

58,092

Dover

Corp.

...........................................................

313

48,143

Eaton

Corp.

PLC

.......................................................

896

215,775

Emerson

Electric

Co.

....................................................

1,279

124,485

Equifax,

Inc.

..........................................................

276

68,252

Expeditors

International

of

Washington,

Inc.

....................................

325

41,340

Fastenal

Co.

...........................................................

1,284

83,165

FedEx

Corp.

..........................................................

519

131,291

Fortive

Corp.

..........................................................

789

58,094

General

Dynamics

Corp.

..................................................

611

158,658

General

Electric

Co.

.....................................................

2,442

311,672

Graco,

Inc.

...........................................................

376

32,622

HEICO

Corp.

,

Class

A

...................................................

170

24,215

HEICO

Corp.

..........................................................

95

16,993

Honeywell

International,

Inc.

..............................................

1,483

311,000

Howmet

Aerospace,

Inc.

..................................................

922

49,899

Hubbell,

Inc.

..........................................................

120

39,472

IDEX

Corp.

...........................................................

170

36,909

Illinois

Tool

Works,

Inc.

..................................................

675

176,810

Ingersoll

Rand,

Inc.

.....................................................

910

70,379

J.B.

Hunt

Transport

Services,

Inc.

...........................................

184

36,752

Jacobs

Solutions,

Inc.

....................................................

281

36,474

Johnson

Controls

International

PLC

..........................................

1,521

87,670

L3Harris

Technologies,

Inc.

...............................................

425

89,514

Leidos

Holdings,

Inc.

....................................................

306

33,121

Lennox

International,

Inc.

.................................................

72

32,221

Lockheed

Martin

Corp.

...................................................

558

252,908

Nordson

Corp.

.........................................................

115

30,378

Norfolk

Southern

Corp.

..................................................

509

120,317

Northrop

Grumman

Corp.

.................................................

339

158,699

Old

Dominion

Freight

Line,

Inc.

............................................

211

85,525

Otis

Worldwide

Corp.

....................................................

921

82,402

PACCAR,

Inc.

.........................................................

1,157

112,981

Parker-Hannifin

Corp.

...................................................

288

132,682

Paychex,

Inc.

..........................................................

726

86,474

Paycom

Software,

Inc.

...................................................

115

23,773

Quanta

Services,

Inc.

....................................................

323

69,703

Republic

Services,

Inc.

...................................................

708

116,756

Rockwell

Automation,

Inc.

................................................

258

80,104

Rollins,

Inc.

...........................................................

626

27,337

RTX

Corp.

............................................................

3,236

272,277

Snap-on,

Inc.

..........................................................

117

33,794

Southwest

Airlines

Co.

...................................................

1,337

38,613

SS&C

Technologies

Holdings,

Inc.

..........................................

484

29,577

Stanley

Black

&

Decker,

Inc.

..............................................

339

33,256

Textron,

Inc.

..........................................................

439

35,304

The

Boeing

Co.

(a)

......................................................

1,361

354,758

Trane

Technologies

PLC

..................................................

511

124,633

TransDigm

Group,

Inc.

...................................................

124

125,438

TransUnion

...........................................................

434

29,820

Uber

Technologies,

Inc.

(a)

................................................

4,460

274,602

Union

Pacific

Corp.

.....................................................

1,368

336,008

United

Airlines

Holdings,

Inc.

(a)

............................................

735

30,326

United

Parcel

Service,

Inc.

,

Class

B

..........................................

1,628

255,970

United

Rentals,

Inc.

.....................................................

152

87,160

Veralto

Corp.

..........................................................

521

42,857

Verisk

Analytics,

Inc.

....................................................

324

77,391

Vertiv

Holdings

Co.

,

Class

A

...............................................

784

37,656

W.W.

Grainger,

Inc.

.....................................................

101

83,698

Waste

Management,

Inc.

..................................................

905

162,086

Watsco,

Inc.

...........................................................

76

32,564

Westinghouse

Air

Brake

Technologies

Corp.

....................................

399

50,633

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

14

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Xylem,

Inc.

...........................................................

541

$

61,869

8,141,473

IT

Services

(1.5%):

Accenture

PLC

,

Class

A

..................................................

1,410

494,783

Akamai

Technologies,

Inc.

(a)

..............................................

333

39,411

Cloudflare,

Inc.

,

Class

A

(a)

................................................

659

54,868

Cognizant

Technology

Solutions

Corp.

,

Class

A

.................................

1,127

85,122

EPAM

Systems,

Inc.

(a)

...................................................

127

37,762

Gartner,

Inc.

(a)

........................................................

170

76,689

International

Business

Machines

Corp.

........................................

2,055

336,095

MongoDB,

Inc.

(a)

......................................................

155

63,372

Okta,

Inc.

(a)

..........................................................

348

31,505

Snowflake,

Inc.

,

Class

A

(a)

................................................

678

134,922

VeriSign,

Inc.

(a)

........................................................

228

46,959

1,401,488

Materials

(2.3%):

Air

Products

and

Chemicals,

Inc.

............................................

493

134,983

Albemarle

Corp.

.......................................................

264

38,143

Amcor

PLC

...........................................................

3,245

31,282

Avery

Dennison

Corp.

...................................................

179

36,187

Ball

Corp.

............................................................

706

40,609

Celanese

Corp.

.........................................................

244

37,910

CF

Industries

Holdings,

Inc.

...............................................

428

34,026

Corteva,

Inc.

..........................................................

1,585

75,953

Dow,

Inc.

............................................................

1,576

86,428

DuPont

de

Nemours,

Inc.

.................................................

965

74,237

Ecolab,

Inc.

...........................................................

571

113,258

Freeport-McMoRan,

Inc.

.................................................

3,177

135,245

International

Flavors

&

Fragrances,

Inc.

.......................................

517

41,861

International

Paper

Co.

...................................................

770

27,836

Linde

PLC

............................................................

1,073

440,692

Lyondellbasell

Industries

NV

,

Class

A

........................................

581

55,241

Martin

Marietta

Materials,

Inc.

.............................................

138

68,850

Newmont

Corp.

........................................................

2,592

107,283

Nucor

Corp.

...........................................................

550

95,722

Packaging

Corp.

of

America

...............................................

197

32,093

PPG

Industries,

Inc.

.....................................................

530

79,262

Reliance

Steel

&

Aluminum

Co.

............................................

129

36,079

Steel

Dynamics,

Inc.

.....................................................

341

40,272

The

Mosaic

Co.

........................................................

732

26,154

The

Sherwin-Williams

Co.

................................................

530

165,307

Vulcan

Materials

Co.

....................................................

299

67,876

Westlake

Corp.

........................................................

74

10,357

2,133,146

Real

Estate

(2.4%):

Alexandria

Real

Estate

Equities,

Inc.

.........................................

387

49,060

American

Tower

Corp.

...................................................

1,043

225,163

AvalonBay

Communities,

Inc.

..............................................

319

59,723

CBRE

Group,

Inc.

,

Class

A

(a)

..............................................

681

63,394

CoStar

Group,

Inc.

(a)

....................................................

910

79,525

Crown

Castle,

Inc.

......................................................

973

112,080

Digital

Realty

Trust,

Inc.

..................................................

681

91,649

Equinix,

Inc.

..........................................................

211

169,937

Equity

Residential

......................................................

839

51,313

Essex

Property

Trust,

Inc.

.................................................

144

35,703

Extra

Space

Storage,

Inc.

.................................................

471

75,516

Gaming

and

Leisure

Properties,

Inc.

.........................................

575

28,376

Invitation

Homes,

Inc.

...................................................

1,373

46,833

Iron

Mountain,

Inc.

.....................................................

652

45,627

Mid-America

Apartment

Communities,

Inc.

....................................

261

35,094

Prologis,

Inc.

..........................................................

2,071

276,064

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

15

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Public

Storage

.........................................................

356

$

108,580

Realty

Income

Corp.

....................................................

1,629

93,537

SBA

Communications

Corp.

...............................................

240

60,886

Simon

Property

Group,

Inc.

...............................................

728

103,842

Sun

Communities,

Inc.

...................................................

275

36,754

UDR,

Inc.

............................................................

737

28,220

Ventas,

Inc.

...........................................................

902

44,956

VICI

Properties,

Inc.

....................................................

2,322

74,025

Welltower,

Inc.

.........................................................

1,207

108,835

Weyerhaeuser

Co.

......................................................

1,638

56,953

WP

Carey,

Inc.

.........................................................

487

31,563

2,193,208

Semiconductors

&

Semiconductor

Equipment

(7.8%):

Advanced

Micro

Devices,

Inc.

(a)

............................................

3,601

530,823

Analog

Devices,

Inc.

....................................................

1,113

220,997

Applied

Materials,

Inc.

...................................................

1,877

304,205

Broadcom,

Inc.

........................................................

1,031

1,150,854

Enphase

Energy,

Inc.

(a)

..................................................

296

39,113

Entegris,

Inc.

..........................................................

336

40,260

First

Solar,

Inc.

(a)

......................................................

225

38,763

Intel

Corp.

............................................................

9,490

476,872

KLA

Corp.

...........................................................

306

177,878

Lam

Research

Corp.

.....................................................

295

231,062

Marvell

Technology,

Inc.

.................................................

1,929

116,338

Microchip

Technology,

Inc.

................................................

1,193

107,585

Micron

Technology,

Inc.

..................................................

2,469

210,704

Monolithic

Power

Systems,

Inc.

............................................

102

64,340

NVIDIA

Corp.

.........................................................

5,336

2,642,494

ON

Semiconductor

Corp.

(a)

...............................................

966

80,690

QUALCOMM,

Inc.

.....................................................

2,504

362,154

Skyworks

Solutions,

Inc.

.................................................

359

40,359

Teradyne,

Inc.

.........................................................

343

37,222

Texas

Instruments,

Inc.

...................................................

2,043

348,250

7,220,963

Software

(11.2%):

Adobe,

Inc.

(a)

.........................................................

1,018

607,339

ANSYS,

Inc.

(a)

........................................................

195

70,762

Atlassian

Corp.

,

Class

A

(a)

................................................

331

78,732

Autodesk,

Inc.

(a)

.......................................................

480

116,870

Bentley

Systems,

Inc.

,

Class

B

.............................................

468

24,420

Cadence

Design

Systems,

Inc.

(a)

............................................

607

165,329

Crowdstrike

Holdings,

Inc.

,

Class

A

(a)

.......................................

500

127,660

Datadog,

Inc.

,

Class

A

(a)

.................................................

607

73,678

Dynatrace,

Inc.

(a)

......................................................

606

33,142

Fair

Isaac

Corp.

(a)

......................................................

54

62,857

Fortinet,

Inc.

(a)

........................................................

1,428

83,581

Gen

Digital,

Inc.

.......................................................

1,311

29,917

HubSpot,

Inc.

(a)

.......................................................

108

62,698

Intuit,

Inc.

............................................................

612

382,518

Microsoft

Corp.

........................................................

16,487

6,199,772

Oracle

Corp.

..........................................................

3,574

376,807

Palantir

Technologies,

Inc.

,

Class

A

(a)

........................................

4,112

70,603

Palo

Alto

Networks,

Inc.

(a)

................................................

700

206,416

PTC,

Inc.

(a)

...........................................................

265

46,364

Roper

Technologies,

Inc.

..................................................

240

130,841

Salesforce,

Inc.

(a)

......................................................

2,109

554,962

ServiceNow,

Inc.

(a)

.....................................................

459

324,279

Splunk,

Inc.

(a)

.........................................................

348

53,018

Synopsys,

Inc.

(a)

.......................................................

340

175,069

Tyler

Technologies,

Inc.

(a)

................................................

94

39,303

Unity

Software,

Inc.

(a)

...................................................

515

21,058

Workday,

Inc.

,

Class

A

(a)

.................................................

464

128,092

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

16

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Zoom

Video

Communications,

Inc.

,

Class

A

(a)

..................................

517

$

37,177

Zscaler,

Inc.

(a)

.........................................................

198

43,869

10,327,133

Technology

Hardware,

Storage

&

Peripherals

(7.6%):

Apple,

Inc.

...........................................................

34,996

6,737,780

Dell

Technologies,

Inc.

,

Class

C

............................................

538

41,157

Hewlett

Packard

Enterprise

Co.

.............................................

2,880

48,902

HP,

Inc.

..............................................................

2,221

66,830

NetApp,

Inc.

..........................................................

462

40,730

Seagate

Technology

Holdings

PLC

..........................................

468

39,953

Super

Micro

Computer,

Inc.

(a)

.............................................

109

30,984

Western

Digital

Corp.

(a)

..................................................

726

38,021

7,044,357

Utilities

(2.2%):

Alliant

Energy

Corp.

....................................................

574

29,446

Ameren

Corp.

.........................................................

590

42,681

American

Electric

Power

Co.,

Inc.

...........................................

1,184

96,164

American

Water

Works

Co.,

Inc.

............................................

438

57,812

Atmos

Energy

Corp.

.....................................................

333

38,595

CenterPoint

Energy,

Inc.

..................................................

1,418

40,512

CMS

Energy

Corp.

......................................................

654

37,978

Consolidated

Edison,

Inc.

.................................................

776

70,593

Constellation

Energy

Corp.

................................................

719

84,044

Dominion

Energy,

Inc.

...................................................

1,882

88,454

DTE

Energy

Co.

.......................................................

463

51,050

Duke

Energy

Corp.

......................................................

1,734

168,267

Edison

International

.....................................................

863

61,696

Entergy

Corp.

.........................................................

474

47,964

Evergy,

Inc.

...........................................................

510

26,622

Eversource

Energy

......................................................

784

48,388

Exelon

Corp.

..........................................................

2,237

80,308

FirstEnergy

Corp.

.......................................................

1,291

47,328

NextEra

Energy,

Inc.

....................................................

4,599

279,343

PG&E

Corp.

..........................................................

4,523

81,550

PPL

Corp.

............................................................

1,656

44,878

Public

Service

Enterprise

Group,

Inc.

.........................................

1,121

68,549

Sempra

..............................................................

1,416

105,818

The

AES

Corp.

........................................................

1,500

28,875

The

Southern

Co.

.......................................................

2,451

171,864

WEC

Energy

Group,

Inc.

.................................................

709

59,677

Xcel

Energy,

Inc.

.......................................................

1,241

76,830

2,035,286

Total

Common

Stocks

(Cost

$23,713,404)

92,185,137

Total

Investments

(Cost

$23,713,404)

—

99.7%

92,185,137

Other

assets

in

excess

of

liabilities

—

0.3%

248,747

NET

ASSETS

-

100.00%

$

92,433,884

(a)

Non-income

producing

security.

PLC

—

Public

Limited

Company

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

17

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Futures

Contracts

Purchased

Number

of

Contracts

Expiration

Date

Notional

Amount

Value

Unrealized

Appreciation

(Depreciation)

E-Mini

S&P

500

Futures

..............

3

3/15/24

$

714,165

$

723,000

$

8,835

Total

unrealized

appreciation

$

8,835

Total

unrealized

depreciation

—

Total

net

unrealized

appreciation

(depreciation)

$

8,835

Statement

of

Assets

and

Liabilities

December

31,

2023

18

See

notes

to

financial

statements.

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Assets:

Investments,

at

value

(Cost

$23,713,404)

$

92,185,137‌

Cash

593,685‌

Deposit

with

broker

for

futures

contracts

156,816‌

Receivables:

Interest

and

dividends

83,884‌

Capital

shares

issued

3,543‌

From

Adviser

21,300‌

Prepaid

expenses

130‌

Total

Assets

93,044,495‌

Liabilities:

Payables:

Capital

shares

redeemed

566,135‌

Variation

margin

on

open

futures

contracts

1,837‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

19,411‌

Administration

fees

4,846‌

Custodian

fees

835‌

Transfer

agent

fees

81‌

Sub-Transfer

agent

fees

1,070‌

Compliance

fees

70‌

Trustees'

fees

131‌

Other

accrued

expenses

16,195‌

Total

Liabilities

610,611‌

Commitments

and

contingencies

(Note

4

)

Net

Assets:

Capital

17,154,259‌

Total

accumulated

earnings/(loss)

75,279,625‌

Net

Assets

$

92,433,884‌

Shares

(unlimited

shares

authorized

with

a

par

value

of

$0.001

per

share):

5,869,046‌

Net

asset

value:

$

15.75‌

Statement

of

Operations

For

the

Year

Ended

December

31,

2023

19

See

notes

to

financial

statements.

Victory

Variable

Insurance

Funds

Victory

500

Index

VIP

Series

Investment

Income:

Dividends

$

1,405,940

Interest

22,211

Securities

lending

(net

of

fees)

1,783

Total

Income

1,429,934

Expenses:

Investment

advisory

fees

222,105

Administration

fees

49,171

Sub-Administration

fees

19,500

Custodian

fees

4,956

Transfer

agent

fees

315

Sub-Transfer

agent

fees

4,207

Trustees'

fees

7,651

Compliance

fees

810

Legal

and

audit

fees

17,353

Licensing

fees

33,750

Other

expenses

8,723

Total

Expenses

368,541

Expenses

waived/reimbursed

by

Adviser

(119,712)

Net

Expenses

248,829

Net

Investment

Income

(Loss)

1,181,105

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

7,723,803

Net

realized

gains

(losses)

from

futures

contracts

62,469

Net

change

in

unrealized

appreciation/depreciation

on

investment

securities

12,153,767

Net

change

in

unrealized

appreciation/depreciation

on

futures

contracts

17,686

Net

realized/unrealized

gains

(losses)

on

investments

19,957,725

Change

in

net

assets

resulting

from

operations

$

21,138,830

20

Victory

Variable

Insurance

Funds

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

500

Index

VIP

Series

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

1,181,105

$

1,176,898

Net

realized

gains

(losses)

7,786,272

7,261,930

Net

change

in

unrealized

appreciation/depreciation

12,171,453

(30,071,646)

Change

in

net

assets

resulting

from

operations

21,138,830

(21,632,818)

Change

in

net

assets

resulting

from

distributions

to

shareholders

(8,306,766)

(12,957,882)

Change

in

net

assets

resulting

from

capital

transactions

(4,015,176)

2,163,457

Change

in

net

assets

8,816,888

(32,427,243)

Net

Assets:

Beginning

of

period

83,616,996

116,044,239

End

of

period

$

92,433,884

$

83,616,996

Capital

Transactions:

Proceeds

from

shares

issued

$

3,208,458

$

4,620,680

Distributions

reinvested

8,306,766

12,957,882

Cost

of

shares

redeemed

(15,530,400)

(15,415,105)

Change

in

net

assets

resulting

from

capital

transactions

$

(4,015,176)

$

2,163,457

Share

Transactions:

Issued

210,388

272,884

Reinvested

528,373

905,256

Redeemed

(1,010,893)

(899,695)

Change

in

Shares

(272,132)

278,445

Victory

Variable

Insurance

Funds

Financial

Highlights

For

a

Share

Outstanding

Throughout

Each

Period

21

See

notes

to

financial

statements.

Victory

500

Index

VIP

Series

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$13.62

$19.79

$17.71

$19.35

$16.92

Investment

Activities:

Net

investment

income

(loss)(a)

0.20

0.21

0.21

0.28

0.34

Net

realized

and

unrealized

gains

(losses)

3.45

(3.95)

4.59

3.53

4.88

Total

from

Investment

Activities

3.65

(3.74)

4.80

3.81

5.22

Distributions

to

Shareholders

from:

Net

investment

income

(0.20)

(0.19)

(0.23)

(0.32)

(0.37)

Net

realized

gains

(1.32)

(2.24)

(2.49)

(5.13)

(2.42)

Total

Distributions

(1.52)

(2.43)

(2.72)

(5.45)

(2.79)

Net

Asset

Value,

End

of

Period

$15.75

$13.62

$19.79

$17.71

$19.35

Total

Return(b)(c)

26.94%

(19.36)%

27.43%

20.13%

31.04%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

0.28%

0.28%

0.28%

0.28%

0.28%

Net

Investment

Income

(Loss)

1.33%

1.26%

1.04%

1.46%

1.71%

Gross

Expenses(d)

0.41%

0.41%

0.48%

0.58%

0.52%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$92,434

$83,617

$116,044

$103,571

$100,139

Portfolio

Turnover

8%

7%

9%

13%

3%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Total

returns

do

not

reflect

the

effects

of

charges

deducted

pursuant

to

the

terms

of

The

Guardian

Insurance

&

Annuity

Company,

Inc.'s

variable

contracts.

Inclusion

of

such

charges

would

reduce

the

total

returns

for

all

periods

shown.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

Notes

to

Financial

Statements

December

31,

2023

Victory

Variable

Insurance

Funds

22

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 six

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 Victory

500

Index

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.

Victory

Capital

Management

Inc.

(“VCM”

or

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

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 Fund

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

(unadjusted)

in

active

markets

for

identical

securities

Level

2

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

or

credit

spreads,

applicable

to

those

securities,

etc.)

Level

3

—

significant

unobservable

inputs

(including

the

Adviser’s

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

risks

associated

with

entering

into

those

investments.

The Adviser,

appointed

as

the

valuation

designee

by the

Trust's

Board

of

Trustee

(the

"Board"),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

to

Board

oversight,

the

Committee

administers

and

oversees

the

Fund’s

valuation

policies

and

procedures,

which

were

approved

by

the

Board.

Portfolio

securities

listed

or

traded

on

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”),

are

valued

at

the

last

sale

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

closing 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,

other

than

ETFs, are

valued

at their

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,

2023, based

upon

the

three

levels

defined

above,

is

included

in

the

table

below

while

the

breakdown,

by

category,

of

investments

is

disclosed

on

the

Schedule

of

Portfolio

Investments:

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

23

As

of December

31,

2023,

there

were

no

transfers

into/out

of

Level

3.

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 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,

2023,

the

Fund

entered

into

futures

contracts

primarily

for

the

strategy

of

gaining

exposure

to

a

particular

asset

class

or

securities

market.

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,

2023:

The

following

table

presents the

effect

of

derivative

instruments

on

the

Statement

of

Operations,

categorized

by

risk

exposure,

for

the year

ended

December

31,

2023:

Level

1

Level

2

Level

3

Total

Victory

500

Index

VIP

Series

Common

Stocks

............................

$

92,185,137

$

—

$

—

$

92,185,137

Total

....................................

$

92,185,137

$

—

$

—

$

92,185,137

Other

Financial

Investments:*

Assets:

Futures

Contracts

...........................

8,835

—

—

8,835

Total

....................................

$

8,835

$

—

$

—

$

8,835

*

Futures

Contracts

are

valued

at

the

unrealized

appreciation

(depreciation)

on

the

investment.

Assets

Variation

Margin

Receivable

on

Open

Futures

Contracts*

Equity

Risk

Exposure:

8,835

Victory

500

Index

VIP

Series

...........................................................................

$

8,835

*

Includes

cumulative

unrealized

appreciation

(depreciation)

of

futures

contracts

as

reported

on

the

Schedule

of

Portfolio

Investments.

Only

current

day’s

variation

margin

for

futures

contracts

is

reported

within

the

Statement

of

Assets

and

Liabilities.

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

24

All

open

derivative

positions

at

year end

are

reflected

on

the

Fund’s

Schedule

of

Portfolio

Investments.

The

underlying

face

value

of

open

derivative

positions

relative

to

the

Fund’s

net

assets

at

year

end

is

generally

representative

of

the

notional

amount

of

open

positions

to

net

assets

throughout

the

year.

Investment

Transactions

and

Related

Income:

Changes

in

holdings

of

investments

are

accounted

for

no

later

than

one

business

day

following

the

trade

date.

For

financial

reporting

purposes,

however,

investment

transactions

are

accounted

for

on

trade

date

or

the

last

business

day

of

the

reporting

period.

Interest

income

is

determined

on

the

basis

of

coupon

interest

accrued

and recorded

daily

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.

Non-cash

dividends

included

in

income,

if

any,

are

recorded

at

the

fair

value

of

the

securities

received. 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

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,

2023,

the

Fund

did

not

have

any

securities

on

loan. 

Federal

Income

Taxes:

The

Fund

intends

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,

2023,

the

Fund

did

not

incur

any

income

tax,

interest,

or

penalties,

and

has

recorded

no

liability

for

net

unrecognized

tax

benefits

relating

to

uncertain

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 the

Fund

are

charged

to the

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.

Net

Realized

Gains

(Losses)

from

Futures

Contracts

Net

Change

in

Unrealized

Appreciation/

Depreciation

on

Futures

Contracts

Equity

Risk

Exposure:

62469.00

17686.00

Victory

500

Index

VIP

Series

.........................................................

$

62,469

$

17,686

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

25

3.

Purchases

and

Sales:

Purchases

and sales

of

securities

(excluding

securities

maturing

less

than

one

year

from

acquisition)

for

the

year

ended

December

31,

2023,

were

as

follows:

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.

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,

2023,

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

paid

an

administration

fee

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:

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statement

of

Operations

as

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

an

affiliate

of

Citibank,

acts

as

sub-administrator

and

sub-fund

accountant

to

the

Fund

pursuant

to

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

a

fee

for

providing

these

services.

The Fund

reimburses

VCM

and

Citi

for

out-of-pocket

expenses

incurred

in

providing

these

services

and

certain

other

expenses

specifically

allocated

to

the

Fund.

Amounts

incurred

for

the year

ended

December

31,

2023,

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

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

in

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

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,

2023,

are

reflected

on

the

Statement

of

Operations

as

Transfer

agent

fees.

Sub-Transfer

Agency

Fees: 

The

Fund

has

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

to

customers

of

the

intermediaries

that

hold

positions

in

the

Fund

and

has

agreed

to

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Fund

primarily

through

the

use

of

omnibus

accounts

on

behalf

of

their

customers

who

hold

positions

in

the

Fund.

These

services

would

have

been

provided

by

the

Fund’s

transfer

agent

and

other

service

providers

if

the

shareholders’

accounts

were

maintained

directly

at

the

Fund’s

transfer

agent.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statement

of

Operations

as

Sub-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,

2023,

are

reflected

on

the

Statement

of

Operations

as

Custodian

fees.

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

500

Index

VIP

Series

..........................................................

$

6,905,322

$

17,508,638

Net

Assets

Up

to

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

26

Sidley

Austin

LLP

provides

legal

services

to

the

Trust.

The

Adviser

has

entered

into

an

expense

limitation

agreement

with the Trust

until

at

least

April

30,

2024.

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 the

Fund’s

business

are

excluded

from

the

expense

limit.

As

of

December

31,

2023,

the

expense

limit (excluding

voluntary

waivers) was:

Under

the

terms

of

the

expense

limitation

agreement, 

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.

The

Fund

has

not

recorded

any

amounts

available

to

be

repaid

to

the

Adviser

as

a

commitment

and

contingency

liability

due

to

an

assessment

that

such

repayments

are

not

probable

at

December

31,

2023.

As

of December

31,

2023,

the

following amounts

are

available

to

be

repaid

to

the

Adviser. 

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

are

not

available

to

be

recouped

at

a

future

time.

There

were

no

voluntary

waivers

or

reimbursements

for

the year

ended

December

31,

2023.

Certain

officers

and/or

interested

trustees

of

the

Fund

are

also

officers

and/or

employees

of

the

Adviser,

administrator,

fund

accountant,

sub-

administrator,

sub-fund

accountant,

custodian,

legal

counsel,

and

Distributor.

5.

Risks:

The

Fund

may

be

subject

to

other

risks

in

addition

to

these

identified

risks.

Equity

Risk

—

The

value

of

the

equity

securities

in

which

the

Fund

invests

may

decline

in

response

to

developments

affecting

individual

companies

and/or

general

economic

conditions

in

the

United

States

or

abroad.

A

company’s

earnings

or

dividends

may

not

increase

as

expected

(or

may

decline)

because

of

poor

management,

competitive

pressures,

reliance

on

particular

suppliers

or

geographical

regions,

labor

problems

or

shortages,

corporate

restructurings,

fraudulent

disclosures,

man-made

or

natural

disasters,

military

confrontations

or

wars,

terrorism,

public

health

crises,

or

other

events,

conditions,

and

factors.

Price

changes

may

be

temporary

or

last

for

extended

periods.

Large-Capitalization

Stock

Risk

—

The

securities

of

large-sized

companies

may

underperform

the

securities

of

smaller-sized

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.

Market

Risk

—

Overall

market

risks

may

affect

the

value

of

the

Fund.

Domestic

and

international

factors

such

as

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

a

particular

foreign

country,

its

nationals,

businesses,

or

industries;

and

related

geopolitical

events,

as

well

as

environmental

disasters

such

as

earthquakes,

fires,

and

floods,

or

other

catastrophes,

may

add

to

instability

in

global

economies

and

markets

generally,

and

may

lead

to

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

In

effect

until

April

30,

2024

Victory

500

Index

VIP

Series

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.28%

Expires

2024

Expires

2025

Expires

2026

Total

Victory

500

Index

VIP

Series

............................................

$

220,169

$

124,202

$

119,712

$

464,083

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

27

possibility

that

conditions

in

one

country

or

region

might

adversely

affect

issuers

in

another

country

or

region.

The

impact

of

these

and

other

factors

may

be

short-term

or

may

last

for

extended

periods.

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.

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,

2023,

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

paid

a

pro-rata

portion

of

the

commitment

fees

plus

any

interest

on

amounts

borrowed.

Interest

is

based

on

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

27,

2023,

the

agreement

was

renewed

with

a

termination

date

of

June 24,

2024, and

the

annual

commitment

fee

of

0.15%

remained

unchanged. Interest

charged

to

the

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,

2023.

Interfund

Lending:

The

Trust

and

the

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

(as

defined

in

the

Order),

interest

charged

to

the

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statement

of

Operations

under

Interfund

lending

fees.

As

a

Lender

(as

defined

in

the

Order),

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,

2023.

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,

2023,

on

the

Statement

of

Assets

and

Liabilities,

as

a

result

of

permanent

book-to-tax

differences,

reclassification

adjustments

were

as

follows:

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).

Total

Accumulated

Earnings/(Loss)

Capital

Victory

500

Index

VIP

Series

................................................

$

(126)

$

126

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

Victory

500

Index

VIP

Series

.....................................................

$

1,185,060

$

7,121,706

$

8,306,766

Year

Ended

December

31,

2022

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

Victory

500

Index

VIP

Series

.....................................................

$

1,379,956

$

11,577,926

$

12,957,882

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

28

As

of

December

31,

2023,

the

components

of

accumulated

earnings/(loss)

on

a

tax

basis

were

as

follows:

*

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

is

attributable

primarily

to

tax

deferral

of

losses

on

wash

sales

and

derivatives.

As

of December

31,

2023,

the

Fund

had

no

capital

loss

carryforward

for

federal

income

tax

purposes.

As

of December

31,

2023,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

as

follows: 

8.

New

Regulatory

Pronouncement:

In

October

2022,

the

SEC

adopted

the

Tailored

Shareholder

Reports

Rule

and

form

amendments

that

require,

among

other

things,

mutual

funds

and

ETFs

to

prepare

and

transmit

streamlined

annual

and

semi-annual

shareholder

reports.

In

connection

with

these

amendments,

certain

information

that

was

previously

disclosed

in

shareholder

reports

will

instead

be

made

available

online,

delivered

free

of

charge

upon

request,

and

filed

with

the

SEC

on

a

semi-annual

basis.

Also

in

connection

with

these

amendments,

annual

and

semi-annual

reports

will

be

provided

directly

to

shareholders,

either

in

paper

or

(if

the

shareholder

has

so

elected)

electronically.

Compliance

with

the

rule

and

form

amendments

begins

in

July

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Fund.

Undistributed

Ordinary

Income

Undistributed

Long-Term

Capital

Gains

Accumulated

Earnings

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Victory

500

Index

VIP

Series

.......................

$

1,180,819

$

7,493,180

$

8,673,999

$

66,605,626

$

75,279,625

Cost

of

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Victory

500

Index

VIP

Series

........................

$

25,579,511

$

68,534,486

$

(1,928,860)

$

66,605,626

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

500

Index

VIP

Series

(the

“Fund”),

a

series

of

Victory

Variable

Insurance

Funds,

as

of

December

31,

2023,

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

five

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,

2023,

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

five

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

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,

2023,

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.

COHEN

&

COMPANY,

LTD.

Cleveland,

Ohio

February

15,

2024

Supplemental

Information

December

31,

2023

Victory

Variable

Insurance

Funds

30

(Unaudited)

Trustee

and

Officer

Information

Board

of

Trustees:

Overall

responsibility

for

management

of

the

Trust

rests

with

the

Board.

The

Trust

is

managed

by

the

Board

in

accordance

with

the

laws

of

the

State

of

Delaware.

There

are

currently

nine

Trustees,

eight

of

whom

are

not

“interested

persons”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Independent

Trustees”)

and

one

of

whom

is

an

“interested

person”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Interested

Trustee”).

The

Trustees,

in

turn,

elect

the

officers

of

the

Trust

to

actively

supervise

its

day-to-day

operations.

The

following

tables

list

the

Trustees,

their

date

of

birth,

position

with

the

Trust,

commencement

of

service,

principal

occupations

during

the

past

five

years,

and

any

directorships

of

other

investment

companies

or

companies

whose

securities

are

registered

under

the

Securities

Exchange

Act

of

1934,

as

amended,

or

who

file

reports

under

that

Act.

Each

Trustee

oversees 6

portfolios

in

the

Trust,

37

portfolios

in

Victory

Portfolios,

and 27

portfolios

in

Victory

Portfolios

II,

each

a

registered

investment

company

that,

together

with

the

Trust,

comprise

the

Victory

Fund

Complex.

Each

Trustee’s

address

is

c/o

Victory

Portfolios,

4900

Tiedeman

Road,

4th

Floor,

Brooklyn,

Ohio

44144.

*

The

Board

has

designated

Ms.

Beard

as

its

Audit

Committee

Financial

Expert.

**

Mr.

Bushe

retired

from

the

Board

effective

January

1,

2024.

***

Mr.

Pettee

was

appointed

to

serve

as

an

Independent

Trustee

of

the

Trust

effective

January

1,

2024.

****

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.

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,

(October

1951)

Trustee

February

2005

Consultant

(since

2006).

None.

Nigel

D.

T.

Andrews,

(April

1947)

Trustee

August

2002

Retired.

Director,

Carlyle

Secured

Lending,

Inc.

(formerly

TCG

BDC

I,

Inc.)

(since

2012);

Director,

Carlyle

Credit

Solutions,

Inc.

(formerly

TCG

BDC

II,

Inc.)

(since

2017);

Trustee,

Carlyle

Secured

Lending

III

(since

2021).

E.

Lee

Beard,*

(October

1951)

Trustee

February

2005

Retired.

None.

Dennis

M.

Bushe,**

(October

1951)

Trustee

July

2016

Retired.

None.

John

L.

Kelly,

(April

1953)

Chair

and

Trustee

February

2015

Managing

Partner,

Active

Capital

Partners

LLC

(since

October

2017).

Director,

Caledonia

Mining

Corporation

(since

May

2012).

David

L.

Meyer,

(April

1957)

Trustee

December

2008

Retired.

None.

Gloria

S.

Nelund,

(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,

(December

1944)

Trustee

February

1998

Private

Investor.

Chair,

Caledonia

Mining

Corporation

(2013-2023).

Advisory

Trustee

Timothy

Pettee,***

(April

1958)

Advisory

Trustee

January

2023

Chief

Investment

Officer,

Hoya

Capital

Real

Estate

LLC

(since

February

2022);

Chief

Investment

Officer,

Sun

America

Asset

Management

Corp.

(January

2003-

July

2021).

None.

Interested

Trustee

David

C.

Brown,****

(May

1972)

Trustee

May

2008

Chief

Executive

Officer

and

Chairman

(since

2013),

the

Adviser;

Chief

Executive

Officer

and

Chairman

(since

2013),

Victory

Capital

Holdings,

Inc.;

Director

(since

2013),

Victory

Capital

Services,

Inc.;

Director

(since

2019),

Victory

Capital

Transfer

Agency,

Inc.

Trustee,

Victory

Portfolios

III;

Board

Member,

Victory

Capital

Services,

Inc.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

31

(Unaudited)

Officers:

The

officers

of

the

Trust

are

elected

by

the

Board

to

actively

supervise

the

Trust’s

day-to-day

operations.

The

officers

of

the

Trust,

their

date

of

birth,

the

length

of

time

served,

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

15935

La

Cantera

Parkway,

San

Antonio,

Texas

78256.

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

James

K.

De

Vries,

(April

1969)

President

May

2023

Head

of

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Executive

Director,

the

Adviser

(7/1/19-4/30/23);

Executive

Director,

Investment

and

Financial

Administration,

USAA

(2012-

6/30/19);

Treasurer,

USAA

Mutual

Funds

Trust

(2018-4/30/23).

Mr.

De

Vries

also

serves

as

the

Principal

Executive

Officer

for

the

Funds,

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Scott

A.

Stahorsky,

(July

1969)

Vice

President

December

2014

Director,

Third-Party

Dealer

Services

&

Reg

Administration,

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Manager,

Fund

Administration,

the

Adviser

(2015-4/30/23).

Mr.

Stahorsky

also

serves

as

Vice

President

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Thomas

Dusenberry,

(July

1977)

Secretary

May

2022

Director,

Fund

Administration,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2022-4/30/23);

Treasurer

and

Principal

Financial

Officer

(2020-2022),

Assistant

Treasurer

(2019),

Salient

MF

Trust,

Salient

Midstream,

MLP

Fund,

and

Forward

Funds;

Principal

Financial

Officer

(2018-

2021)

and

Treasurer

(2020-2021),

Salient

Private

Access

Funds

and

Endowment

PMF

Funds;

Senior

Vice

President

of

Fund

Accounting

and

Operations,

Salient

Partners

(2020-2022);

Director

of

Fund

Operations,

Salient

Partners

(2016-2019).

Mr.

Dusenberry

also

serves

as

Secretary

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Allan

Shaer,

(March

1965)

Treasurer

May

2017

Senior

Vice

President,

Financial

Administration,

Citi

Fund

Services

Ohio,

Inc.

(since

2016).

Mr.

Shaer

also

serves

as

the

Funds’

Principal

Financial

and

Accounting

Officer.

Mr.

Shaer

also

serves

as

Treasurer

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Christopher

A.

Ponte,

(March

1984)

Assistant

Treasurer

December

2017

Director,

Fund

and

Broker

Dealer

Finance,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2017-4/30/23);

Chief

Financial

Officer,

Victory

Capital

Services,

Inc.

(since

2018).

Mr.

Ponte

also

serves

as

Assistant

Treasurer

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Carol

D.

Trevino,

(October

1965)

Assistant

Treasurer

February

2023

Director,

Financial

Reporting,

Fund

Administration,

the

Adviser

(5/1/23-present);

Director,

Accounting

and

Finance,

the

Adviser

(7/1/19-4/30/23);

Accounting/Financial

Director,

USAA

(12/13-

6/30/19).

Ms.

Trevino

also

serves

as

Assistant

Treasurer

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Sean

Fox,

(September

1976)

Chief

Compliance

Officer

June

2022

Senior

Compliance

Officer,

the

Adviser

(2019-present);

Compliance

Officer,

the

Adviser

(2015-2019).

Mr.

Fox

also

serves

as

Chief

Compliance

Officer

for

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Michael

Bryan,

(December

1962)

Anti-Money

Laundering

Compliance

Officer

and

Identity

Theft

Officer

May

2023

Vice

President,

CCO

Compliance

Support

Services,

Citi

Fund

Services

Ohio,

Inc.

(2008-present).

Mr.

Bryan

also

serves

as

the

Anti-Money

Laundering

Compliance

Officer

and

identity

Theft

Officer

for

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Jay

G.

Baris,

(January

1954)

Assistant

Secretary

February

1998

Partner,

Sidley

Austin

LLP

(since

2020);

Partner,

Shearman

&

Sterling

LLP

(2018-2020).

Victory

Variable

Insurance

Funds

32

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Proxy

Voting

and

Portfolio

Holdings

Information 

Proxy

Voting:

Information

regarding

the

Fund’s

policies

and

procedures

—

which

describes

how

we

vote

proxies

relating

to

portfolio

securities

—

is

included

in

the

Fund’s

Statement

of

Additional

Information

on

our

website

or

upon

request

by

calling

800-539-3863.

The

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

12

months

ended

June

30

by

August

31.

The

proxy

voting

record

is

available

free

of

charge

on

the

SEC

website

at sec.gov and

on

our

website.

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-P

and

is

available

on

the

SEC’s

website

at

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,

2023,

through

December

31,

2023.

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

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

Victory

500

Index

VIP

Series

...............

$

1,000.00

$

1,084.00

$

1,023.79

$

1.47

$

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).

Victory

Variable

Insurance

Funds

33

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Additional

Federal

Income

Tax

Information 

For

the

fiscal

year

ended

December

31,

2023,

the

Fund

hereby

designates

the

maximum

amount

allowable

of

its

net

taxable

income

as

qualified

dividends

taxed

at

individual

net

capital

gain

rates.

Shareholders

will

be

notified

via

IRS

Form

1099

of

the

amounts

for

use

in

preparing

their

income

tax

return.

Dividends

qualified

for

corporate

dividends

received

deductions

of

100%.

For

the

year

ended

December

31,

2023,

the

Fund

designated

long-term

capital

gain

distributions

in

the

amount

of

$7,121,706.

Victory

Variable

Insurance

Funds

34

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Considerations

of

the

Board

in

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

on

behalf

of

the

Fund

at

a

meeting,

which

was

called

for

that

purpose,

on

December

5,

2023.

The

Board

also

considered

information

relating

to

the

Fund

and

the

Agreement

provided

throughout

the

year

and,

more

specifically,

at

the

meetings

on

October

17,

2023

and

December

5,

2023.

In

considering

whether

to

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Fund

to

assist

it

in

evaluating

the

terms

of

the

Agreement.

In

response

to

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

to

the

continuation

of

the

Agreement.

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.

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)

and

whether

breakpoints

would

be

appropriate;

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

business

and

services

with

respect

to

the

Fund

and

with

respect

to

all

the

funds

as

a

whole.

The

Board

retained

an

independent,

third-party

consultant

to

provide

comparative

information

about

fees,

expenses

and

performance,

and

to

design

and

maintain

a

database

of

relevant

information

designed

to

assist

the

Board

in

retrieving

and

analyzing

comparative

information.

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,

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.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

35

(Unaudited)

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,

2023,

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,

outperformed

the

peer

group

median

for

the

one-

and

ten-year

periods,

and

underperformed

the

peer

group

median

for

the

three-

and

five-year

periods.

Having

considered,

among

other

things:

(1) that

the

Fund’s

management

fee

was

within

the

ranges

of

advisory

fees

charged

to

comparable

mutual

funds;

(2)

that

the

Fund’s

total

expense

ratio

was

reasonable;

(3)

the

Adviser’s

willingness

to

limit

the

expenses

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

during

that

period;

and

(4)

the

performance

of

the

Fund,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

Conclusion

Based

on

its

review

of

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

determined

that:

(i)

the

Adviser’s

services

benefitted

the

Fund’s

shareholders,

particularly

in

light

of

the

nature

of

the

Fund

and

the

services

required

to

support

the

Fund;

(ii)

it

was

generally

satisfied

with

the

nature,

quality

and

extent

of

the

services

provide

by

the

Adviser

to

the

Fund;

and

(iii)

the

Agreement,

on

behalf

of

the

Fund,

was

consistent

with

the

best

interests

of

the

Fund

and

its

shareholders.

Accordingly,

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

entails

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

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

of

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

of

the

Adviser.

Victory

Variable

Insurance

Funds

36

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Privacy

Policy

Facts

WHAT

DOES

VICTORY

DO

WITH

YOUR

PERSONAL

INFORMATION?

Why?

Financial

companies

choose

how

they

share

your

personal

information.

Federal

law

gives

consumers

the

right

to

limit

some,

but

not

all

sharing.

Federal

law

also

requires

us

to

tell

you

how

we

collect,

share,

and

protect

your

personal

information.

Please

read

this

notice

carefully

to

understand

what

we

do.

What?

The

types

of

personal

information

we

collect,

and

share

depend

on

the

product

or

service

you

have

with

us.

This

information

can

include:

■

Social

Security

number

and

income.

■

Account

balances

and

account

transactions.

■

Data

from

public

sources

and

third-party

data

services.

How?

All

financial

companies

need

to

share

customers’

personal

information

to

run

their

everyday

business

as

permitted

by

law.

For

example,

we

share

with

print

and

mail

companies

that

assist

us

in

sending

mail.

In

the

section

below,

we

list

the

reasons

financial

companies

can

share

their

customers’

personal

information,

the

reasons

Victory

chooses

to

share

and

whether

you

can

limit

this

sharing.

Reasons

we

can

share

your

personal

information

Does

Victory

share?

Can

you

limit

this

sharing?

For

our

everyday

business

purposes

—

such

as

to

process

your

transactions,

maintain

your

accounts,

respond

to

court

orders

and

legal

investigations,

or

report

to

credit

bureaus

Yes

No

For

our

marketing

purposes

—

to

offer

products

and

services

provided

by

Victory

Yes

No

For

joint

marketing

—

sharing

with

other

financial

companies

to

jointly

market

the

other

company’s

products

or

services

No

We

do

not

share

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

Victory

transactions

and

experiences

Yes

No

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

creditworthiness

or

insurability

No

We

do

not

share

For

non-Victory

companies

to

market

to

you

No

We

do

not

share

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

37

(Unaudited)

To

limit

our

sharing

■

Visit

us

online:

vcm.com/optout

■

Call

(877)

660-4400

–

our

menu

will

prompt

you

through

your

choices.

Please

note:

If

you

are

a

new

customer,

we

can

begin

sharing

this

information

30

days

from

the

date

we

sent

this

notice.

When

you

are

no

longer

our

customer,

we

continue

to

share

and

protect

your

information

as

described

in

this

notice.

However,

you

can

contact

us

at

any

time

to

limit

our

sharing.

Questions?

Call

your

account

representative

or

(877)

660-4400

and

ask

to

speak

to

a

representative.

Who

we

are

Who

is

providing

this

notice?

Victory

Capital

Holdings,

Inc.,

and

its

family

of

companies,

including

companies

identified

with

the

Victory

Capital

name

as

described

in

the

affiliates

section

below.

What

we

do

How

does

Victory

protect

my

personal

information?

To

protect

your

personal

information

from

unauthorized

access

and

use,

we

use

security

measures

that

comply

with

federal

law.

These

measures

include

computer

safeguards

and

secured

files

and

buildings.

How

does

Victory

collect

my

personal

information?

We

collect

your

personal

information,

for

example,

when

you:

■

Open

an

account

or

make

deposits

or

withdrawals

from

your

account.

■

Give

us

your

contact

or

account

information.

■

Direct

us

to

buy

or

sell

securities.

We

also

collect

your

personal

information

from

others,

such

as

credit

bureaus,

affiliates,

or

other

companies.

Why

can’t

I

limit

all

sharing?

Federal

law

gives

you

the

right

to

limit

only:

■

Sharing

among

affiliated

companies

for

everyday

business

purposes

information

about

your

creditworthiness

and

insurability.

■

Affiliates

from

using

your

information

to

market

to

you.

■

Sharing

for

nonaffiliates

to

market

to

you.

State

laws

and

individual

companies

may

give

you

additional

rights

to

limit

sharing.

See

below

for

more

on

your

rights

under

state

law.

What

happens

when

I

limit

sharing

for

an

account

I

hold

jointly

with

someone

else?

Your

choices

will

apply

to

everyone

on

your

account.

Definitions

Victory

family

of

companies

(affiliates)

Companies

owned

or

controlled

by

Victory

Capital

Holdings,

Inc.

They

can

be

financial

and

nonfinancial

companies

in

the

Victory

family

of

companies.

■

The

Victory

family

of

companies

includes:

companies

with

a

Victory

Capital

name,

including

without

limitation

Victory

Capital

Services,

Inc.,

Victory

Capital

Transfer

Agency,

Inc.,

Victory

Capital

Management

Inc.

and

its

subsidiaries,

RS

Investments

(UK)

Limited,

RS

Investments

(Hong

Kong)

Limited,

and

RS

Investment

Management

(Singapore)

Pte.

Ltd.,

as

well

as

pooled

vehicles

managed

or

administered

by

Victory

Capital

Management

Inc.,

from

time

to

time.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

38

(Unaudited)

Non-Victory

companies

(nonaffiliates)

Companies

not

related

by

common

ownership

or

control.

They

can

be

financial

and

nonfinancial

companies.

■

We

only

share

with

non-Victory

companies

to

service

transactions

you

request

or

as

necessary

to

provide

our

services.

■

We

do

not

share

with

non-Victory

companies

so

they

can

market

their

products

to

you.

Joint

Marketing

A

formal

agreement

between

a

Victory

company

and

a

non-Victory

financial

company

to

market

the

non-Victory

company’s

products

or

services

to

you.

■

We

do

not

share

with

any

non-Victory

financial

company

for

joint

marketing.

Other

important

information

For

Nevada

Residents

:

Nevada

law

requires

that

we

tell

you

about

the

option

to

be

placed

on

our

internal

do-

not-call

list.

If

you’d

rather

not

receive

sales

calls

from

us,

please

call

(877)

660-4400

and

ask

to

speak

to

a

representative

so

we

can

place

you

on

our

do-not-call

list.

You

may

also

contact:

Bureau

of

Consumer

Protection

Office

of

the

Nevada

Attorney

General,

555

E.

Washington

Ave.,

Ste.

3900,

Las

Vegas,

NV

89101,

call

1-702-486-3132

or

Email:

BCPINFO@ag.state.nv.us.

For

Vermont

Residents

:

In

accordance

with

Vermont

law,

we

will

not

share

information

we

collect

about

you

with

companies

who

are

not

affiliates,

except

as

permitted

by

law,

such

as

with

your

consent

or

to

service

your

accounts.

We

will

not

share

information

about

your

creditworthiness

with

our

affiliates

without

your

authorization

or

consent,

but

we

may

share

information

about

our

transactions

or

experiences

with

you

with

our

affiliates

as

permitted

by

law.

For

California

Residents

:

In

accordance

with

California

law,

we

will

not

share

information

we

collect

about

you

with

nonaffiliates,

except

as

allowed

by

law.

For

example,

we

may

share

information

with

your

consent

or

to

service

your

accounts.

Among

our

affiliates,

we

will

limit

information

sharing

to

the

extent

required

by

California

law.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VVIF-RS-SPIVIP-AR

(12/23)

December

31,

2023

Annual

Report

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

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

interest-

ed

in

planning

tools,

or

an

investment

professional,

vcm.com

has

what

you

seek.

Visit

us

anytime.

We’re

always

open.

TABLE

OF

CONTENTS

Victory

Variable

Insurance

Funds

1

Shareholder

Letter

(Unaudited)

3

Managers’

Commentary

(Unaudited)

5

Investment

Overview

(Unaudited)

7

Investment

Objective

and

Portfolio

Holdings

(Unaudited)

8

Schedule

of

Portfolio

Investments

9

Financial

Statements

Statement

of

Assets

and

Liabilities

13

Statement

of

Operations

14

Statements

of

Changes

in

Net

Assets

15

Financial

Highlights

16

Notes

to

Financial

Statements

17

Report

of

Independent

Registered

Public

Accounting

Firm

24

Supplemental

Information

(Unaudited)

Trustee

and

Officer

Information

25

Proxy

Voting

and

Portfolio

Holdings

Information 

27

Expense

Example

27

Additional

Federal

Income

Tax

Information

28

Advisory

Contract

Approval

29

Privacy

Policy

32

2

Call

Victory

at:

800-539-FUND

(800-539-3863)

Visit

our

website

at:

vcm.com

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

3

Victory

Funds

Letter

to

Shareholders

(Unaudited)

Dear

Shareholder,

What

a

difference

a

year

can

make.

After

enduring

tumultuous

markets

and

steep

drawdowns

in

both

equities

and

bonds

during

2022,

investors

must

be

feeling

a

sense

of

relief.

Despite

the

ongoing

challenges

and

several

bouts

of

elevated

volatility,

we

all

benefitted

from

an

impressive

rebound

in

both

stock

and

bond

markets

during

our

most

recent

annual

reporting

period

ending

December

31,

2023.

Looking

back,

it

wasn’t

clear

sailing

all

year,

and

there

were

plenty

of

twists

and

turns

along

the

way.

The

year

got

off

to

a

quick

start

as

equity

investors

enjoyed

what

could

only

be

described

as

a

relief

rally.

Markets

rebounded

in

January

after

the

excessive

selling

of

2022.

In

the

United

States,

some

of

the

most

beaten

down

growth

sectors

that

were

punished

during

the

period

of

sharply

rising

interest

rates

led

the

market

higher.

But

the

rebound

was

threatened

in

March

due

to

some

unusual

turmoil

within

the

banking

sector,

which

resulted

in

the

collapse

of

a

few

large

regional

banks.

This

ratcheted

up

volatility

for

a

little

while

as

investors

feared

a

wider

banking

crisis;

however,

the

U.S.

Federal

Reserve

(the

“Fed”)

took

the

necessary

steps

to

quickly

restore

confidence

in

the

banking

system.

It

also

helped

that

the

Fed

paused

its

rate

hikes

as

inflation

data

finally

began

to

cool.

Financial

markets

resumed

their

rally

in

the

second

quarter

and

into

the

summer,

but

the

momentum

again

reversed

later

in

the

third

quarter.

Investors

wondered

if

the

Fed

would

be

able

to

remove

all

the

excess

liquidity

that

had

been

used

to

support

the

economy

during

the

pandemic

without

causing

a

recession.

Ironically,

good

news

on

the

economy

had

become

bad

news

on

the

interest-rate

outlook.

We

were

all

waiting

for

labor

markets

to

moderate,

which

would

help

keep

wages

in

check

and

ensure

inflation

would

not

worsen.

The

market

began

struggling

with

the

renewed

notion

that

interest

rates

would

remain

“higher-for-longer,”

which

seemingly

became

the

Fed’s

new

mantra.

Deep

into

the

third

quarter

investors

were

dealing

with

yet

another

bout

of

turmoil

as

yields

pushed

higher

and

eventually

peaked

for

the

year.

This

was

widely

interpreted

as

a

warning

sign

for

future

economic

growth,

and

many

pundits

were

also

predicting

an

imminent

recession.

Fortunately,

it

was

a

false

alarm

and

sentiment

flipped

as

we

approached

year-end.

Economic

growth

proved

resilient,

corporate

earnings

continued

to

meet

or

exceed

expectations,

labor

markets

eased,

and

key

measures

of

inflation

moderated.

All

this

gave

the

Fed

the

leeway

to

back

off—and

likely

end—its

historic

rate-hike

campaign.

Not

surprisingly,

the

fourth

quarter

finished

with

a

strong

rally

in

equity

markets,

and

with

declining

yields

and

rising

bond

prices.

Investors

cheered!

In

terms

of

the

numbers,

the

S&P

500

®

Index,

the

bell-weather

proxy

for

our

domestic

stock

market,

delivered

an

impressive

total

return

of

more

than

26%

for

our

annual

reporting

period.

Bonds

also

rebounded

from

a

dreadful

prior

year.

The

Bloomberg

U.S.

Aggregate

Bond

Index—a

proxy

for

a

diversified

fixed

income

portfolio

and

one

that

many

investors

and

institutions

follow

closely—delivered

a

total

return

of

5.53%

for

the

year.

Although

the

story

of

2023

had

a

happy

ending,

it’s

important

to

remember

that

it

was

a

winding

road

replete

with

many

challenges.

As

we

have

championed

before,

it’s

vital

to

remain

calm

in

the

face

of

adversity,

but

it’s

also

important

to

resist

unbridled

optimism

when

markets

rally

strongly. We

believe

the best

approach

is

to

stay

even

keeled

and

unemotional,

and

that

you

should

understand your

own

risk

tolerance,

maintain

a

well-diversified

portfolio

across

asset

classes

and

investment

types,

and

make

a

long-term

plan

and

stick

to

it.

We

still

believe

that’s

the

best

formula

for

success.

4

On

the

following

pages

you

will

find

information

relating

to

your

Victory

Funds

investment.

If

you

have

any

questions,

we

encourage

you

to

contact

your

financial

advisor. If

you

invest

with

us

directly,

you

may

call

800-539-3863 or

visit

our

website

at

vcm.com.

From

all

of

us

here

at

Victory

Capital,

thank

you

for

letting

us

help

you

work

toward

your

investment

goals.

James

De

Vries

President,

Victory

Funds

5

Victory

High

Yield

VIP

Series

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

A

heightened

level

of

volatility

in

the

credit

markets,

despite

much

lower

volatility

in

the

broader

equity

markets,

was

the

biggest

theme

for

2023.

Rate

volatility

specifically

drove

much

of

this,

but

concerns

from

the

regional

banking

crisis,

commercial

real

estate

corrections,

and

speculation

of

how

severe

a

pending

recession

and

default

cycle

would

play

out

all

contributed

to

this

theme.

These

concerns

hit

a

high

mark

in

the

fall

of

2023

but

reversed

course

just

as

fast

into

the

end

of

2023

on

changing

economic

data

and

outlook.

November’s

inflation

data

continued

to

cool,

economic

growth

was

not

suffering,

and

the

U.S.

Federal

Reserve

(the

“Fed”)

finally

signaled

that

this

rate

hiking

cycle

was

finished.

While

this

led

many

to

speculate

when

rate

cuts

would

begin,

more

importantly

both

the

market

and

the

Fed

agreed

that

peak

inflation

and

peak

rates

were

in

the

rear-view

mirror.

Risk

markets

pivoted

from

their

oversold

levels

in

September

and

October

2023,

to

end

the

year

in

strong

rally

mode.

The

S&P

500

®

Index

returned

26.29%

for

the

year

and

multiple

fixed

income

classes

rebounded.

The

Bloomberg

U.S.

Aggregate

Bond

Index

returned

5.53%,

the

Bloomberg

U.S.

Corporate

High

Yield

Bond

Index

(the

“Index”)

returned

13.45%,

the

Morningstar

LSTA

US

Leveraged

Loan

Index

returned

13.32%,

and

the

10-year

U.S.

Treasury

returned

3.21%.

While

the

current

3.4%

inflation

rate

is

not

the

‘mission

accomplished’

banner-raise

some

wanted,

it

showed

the

Fed

was

comfortable

in

the

current

path.

This

last

mile

to

their

target

will

likely

be

bumpy,

however

it

is

being

met

with

good

corporate

fundamentals.

The

least

believed

trend

this

entire

year

has

been

the

healthy

earnings

reports,

and

while

credit

fundamentals

may

be

weaking

from

a

post

COVID

high,

they

are

not

weak

per

se.

We

do

not

believe

that

the

environment

to

end

2023

is

indicative

of

an

immediate

and

severe

recession,

with

full

employment,

default

rates

not

spiking

higher,

and

the

lack

of

one

or

two

problem

sectors

leading

us

down.

In

fact,

much

of

the

strength

is

broadly

shared,

with

the

lack

of

speculative

expansion

and

widening

multiples

leading

into

this

period.

We

see

many

of

our

fixed

asset

heavy

sectors

in

supply/demand

balance,

leading

to

their

earnings

strength

and

cautiously

positive

outlooks.

High-yield

bonds

obviously

benefit

from

lower

rates,

and

this

momentum,

along

with

the

mentioned

strong

credit

trends,

lead

to

a

big

November-December

rally.

While

some

say

it

was

too

much

or

pulled

forward

future

returns,

it

was

also

symmetrical

and

rebounded

at

same

pace

it

sold

off

during

the

third

quarter

2023.

This

was

against

the

supporting

backdrop

of

companies

maintaining

margins,

increasing

free

cashflow

generation,

and

often

prepaying

their

debt.

Credit

rating

downgrades

ticked

up

but

did

not

spike

and

are

coming

off

a

big

two-year

upgrade

cycle.

Defaults,

while

modestly

higher,

also

came

in

lower

than

expectations.

All

of

these

played

into

another

overall

theme

of

2023,

where

the

first

half

of

the

year

priced

in

a

much

worse

outcome

than

played

out.

How

did

Victory

High

Yield

VIP

Series

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

11.41%

for

the

12-month

period

ended

December

31,

2023,

underperforming

the

Index,

which

returned

13.45%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund’s

management

team

takes

a

bottom-up

and

credit-by-credit

approach

to

evaluating

investments.

We

look

for

companies

with

strong

free

cash

flow,

an

ability

to

maintain

pricing

power,

or

that

have

meaningful

hard

asset

(or

collateral)

value.

Often

this

analysis

can

identify

companies

with

less

risk

and

more

potential

positive

catalysts

than

the

market

is

pricing

in.

We

combine

this

credit

selection

with

our

larger

market

views,

favoring

some

sectors

for

their

cyclical

strength

during

an

economic

rebound

and

others

because

of

more

secular,

long-term

trends.

Our

weightings

in

the

airlines,

gaming,

leisure,

and

energy

sectors

for

example

reflect

this

more

secular

and

positive

macro

view

of

the

market

for

2023.

Diving

deeper,

security

selection

in

the

construction/

building

products

and

healthcare

sectors

also

benefited

relative

performance.

The

Fund

had

exposure

to

some

sectors

that

were

particularly

volatile

at

certain

times

during

the

year.

The

media

and

entertainment

sector

was

a

detraction

from

relative

performance

for

the

year,

but

it

did

follow

the

sequential

trends

of

being

a

contributor

in

the

second

half

and

one

we

believe

can

continue

in

2024.

Security

selection

in

the

retail

sector

also

held

back

relative

performance

for

the

Fund.

As

the

outlook

for

Fed

rate

cuts

remains

a

supportive

case

for

high

yield,

the

debate

of

the

attractiveness

of

outright

yield

versus

historically

tight

spread

levels

continues.

A

graph

of

these

will

not

tell

the

whole

story,

as

high

yield

is

very

different

today

than

it

has

ever

been

with

a

much

higher

concentration

of

both

BB-rated

securities

and

first

lien

secured

bonds.

The

yield

attractiveness

is

paired

with

prices

that

are

still

below

historical

averages

and

a

shorter

duration

profile.

In

addition,

we

do

not

believe

the

worst-

case

recession

scenarios

look

to

be

playing

out.

Ratings

downgrades

will

most

likely

continue,

and

the

overall

default

rate

likely

6

Victory

High

Yield

VIP

Series

Managers’

Commentary

(continued)

(Unaudited)

remains

in

the

3-6%

level,

but

the

high

yield

market

had

priced

in

much

worse.

Historically,

leveraged

loans

and

high

yield

bonds

have

benefitted

from

points

in

the

cycle

when

a

recession

officially

begins,

often

pricing

in

the

forward

impact

of

this

earlier,

and

the

last

rate

hike

in

a

monetary

tightening

cycle.

Both

events

appear

to

be

in

front

of

us

and

while

it

may

be

difficult

to

repeat

the

asset

class

performance

of

2023,

we

believe

the

high

yield

market

still

holds

a

very

attractive

relative

performance

profile

among

fixed

income

markets.

7

Victory

High

Yield

VIP

Series

Investment

Overview

(Unaudited)

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

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

1

The

unmanaged

Bloomberg

U.S.

Corporate

High

Yield Bond Index

measures

the

USD-denominated,

high

yield,

fixed-rate

corporate

bond

market.

Securities

are

classified

as

high

yield

if

the

middle

rating

of

Moody's,

Fitch

and

S&P

is

Ba1/BB+/BB+

or

below.

Bonds

from

issuers

with

an

emerging

markets

country

of

risk,

based

on

the

Bloomberg

EM

country

definition,

are

excluded.

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

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.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

I

INCEPTION

DATE

9/13/99

Net

Asset

Value

Bloomberg

U.S.

Corporate

High

Yield

Bond

Index

1

One

Year

11.41%

13.45%

Five

Year

4.98%

5.37%

Ten

Year

4.38%

4.60%

8

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

current

income.

Capital

appreciation

is

a

secondary

objective.

Asset

Allocation*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts

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.

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

9

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(0.0%)

Health

Care

(0.0%):

Covis

Parent

SCA,

Class

A

Shares(a)(b)

.......................................

147

$

—

Covis

Parent

SCA,

Class

B

Shares(a)(b)

.......................................

147

—

Covis

Parent

SCA,

Class

C

Shares(a)(b)

.......................................

147

—

Covis

Parent

SCA,

Class

D

Shares(a)(b)

......................................

147

—

Covis

Parent

SCA,

Class

E

Shares(a)(b)

.......................................

147

—

—

Total

Common

Stocks

(Cost

$–)

—

Principal

Amount

Senior

Secured

Loans

(11.8%)

Consumer

Discretionary

(5.9%):

Carnival

Corp.,

Initial

Advance,

First

Lien,

8.36%

(SOFR01M+300bps),

8/9/27(c)

........

$

124,375

124,478

Clear

Channel

Outdoor

Holdings,

Inc.,

Term

B

Loan,

First

Lien,

8.88%

(SOFR03M+350bps),

8/21/26(c)

........................................................

162,743

160,844

Jo-Ann

Stores

LLC,

Term

B-1

Loan,

First

Lien,

10.13%

(SOFR03M+475bps),

6/30/28(c)

...

244,375

11,170

Petco

Health

&

Wellness

Co.,

Inc.,

Initial

Term

Loans,

First

Lien,

8.64%

(SOFR03M+325bps),

3/6/28(c)

.........................................................

295,353

278,606

The

Michaels

Cos.,

Inc.,

Term

B

Loans,

First

Lien,

9.90%

(SOFR01M+425bps),

4/15/28(c)

..

292,500

241,898

Uber

Technologies,

Inc.,

2023

Refinancing

Term

Loan,

First

Lien,

8.13%

(SOFR03M+275bps),

3/3/30(c)

.........................................................

198,963

199,440

United

Airlines,

Inc.,

Class

B

Term

Loans,

First

Lien,

9.11%

(SOFR01M+375bps),

4/21/28(c)

135,455

135,756

WestJet

Airlines

Ltd.,

Initial

Term

Loan,

First

Lien,

8.36%

(SOFR01M+300bps),

12/11/26(c)

110,537

110,209

1,262,401

Financials

(3.5%):

Chariot  Buyer

LLC,

Initial

Term

Loans,

First

Lien,

8.60%

(SOFR01M+325bps),

11/3/28(c)

.

196,000

195,335

Covis

Pharma

Holdings

S.a.r.l,

Dollar

Term

B

Loans,

First

Lien,

11.89%

(SOFR03M+650bps),

2/18/27(c)

........................................................

181,456

127,814

Diamond

Sports

Group

LLC,

Term

Loan,

First

Lien,

DIP

Loan,

15.36%

(SOFR01M+1000bps),

5/25/26(c)(d)

......................................................

37,659

27,303

Diamond

Sports

Group

LLC,

Term

Loan,

Second

Lien,

10.61%

(SOFR01M+525bps),

8/24/26(c)(d)

......................................................

420,750

16,620

Fertitta

Entertainment

LLC,

Initial

B

Term

Loan,

First

Lien,

9.35%

(SOFR01M+400bps),

1/27/29(c)

........................................................

248,106

248,054

Knight

Health

Holdings

LLC,

Term

B

Loans,

First

Lien,

10.60%

(SOFR01M+525bps),

12/23/28(c)(d)

.....................................................

489,995

132,299

747,425

Health

Care

(2.4%):

Air

Medical

Group

Holdings,

Inc.,

Incremental

Term

Loan

B,

First

Lien,

9.63%

(SOFR03M+425bps),

3/14/25(c)

........................................

116,363

90,618

LifeScan

Global

Corp.,

Term

Loan,

First

Lien,

11.88%

(SOFR06M+650bps),

12/31/26(c)

...

316,633

234,704

Radiology

Partners,

Inc.,

Term

Loan

New,

First

Lien,

9.75%

(SOFR06M+425bps),

7/9/25(c)

.

218,946

175,978

501,300

Total

Senior

Secured

Loans

(Cost

$3,509,004)

2,511,126

Corporate

Bonds

(67.1%)

Communication

Services

(12.7%):

AMC

Networks,

Inc.,

4.75%,

8/1/25,

Callable

2/5/24

@

100

........................

250,000

242,945

Central

Parent

LLC/CDK

Global

II

LLC/CDK

Financing

Co.,

Inc.,

8.00%,

6/15/29,

Callable

6/15/25

@

104(e)

...................................................

250,000

260,792

CSC

Holdings

LLC,

6.50%,

2/1/29,

Callable

2/1/24

@

103.25(e)

.....................

200,000

177,806

Cumulus

Media

New

Holdings,

Inc.,

6.75%,

7/1/26,

Callable

2/5/24

@

101.69(e)(f)

.......

281,000

189,808

Gray

Escrow

II,

Inc.,

5.38%,

11/15/31,

Callable

11/15/26

@

102.69(e)

.................

125,000

94,292

Gray

Television,

Inc.,

7.00%,

5/15/27,

Callable

1/16/24

@

103.5(e)

...................

250,000

236,460

iHeartCommunications,

Inc.,

8.38%,

5/1/27,

Callable

1/22/24

@

102.09(f)

..............

125,000

81,115

Nexstar

Media,

Inc.,

5.63%,

7/15/27,

Callable

1/16/24

@

102.81(e)

...................

250,000

242,772

Outfront

Media

Capital

LLC/Outfront

Media

Capital

Corp.,

4.25%,

1/15/29,

Callable

2/5/24

@

102.13(e)

.........................................................

375,000

338,091

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

10

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

Sinclair

Television

Group,

Inc.,

5.50%,

3/1/30,

Callable

12/1/24

@

102.75(e)(f)

..........

$

250,000

$

187,079

Sirius

XM

Radio,

Inc.,

3.88%,

9/1/31,

Callable

9/1/26

@

101.94(e)

...................

475,000

405,580

Univision

Communications,

Inc.,

7.38%,

6/30/30,

Callable

6/30/25

@

103.69(e)

..........

250,000

249,937

2,706,677

Consumer

Discretionary

(21.9%):

Academy

Ltd.,

6.00%,

11/15/27,

Callable

1/16/24

@

103(e)

........................

200,000

197,472

Avis

Budget

Car

Rental

LLC/Avis

Budget

Finance,

Inc.,

5.38%,

3/1/29,

Callable

3/1/24

@

102.69(e)

.........................................................

375,000

347,137

Beazer

Homes

USA,

Inc.,

5.88%,

10/15/27,

Callable

1/22/24

@

101.96

................

400,000

390,503

Caesars

Entertainment,

Inc.,

8.13%,

7/1/27,

Callable

2/5/24

@

104.06(e)

...............

500,000

512,441

Carnival

Holdings

Bermuda

Ltd.,

10.38%,

5/1/28,

Callable

5/1/25

@

105.19(e)

..........

150,000

163,875

Cinemark

USA,

Inc.,

5.25%,

7/15/28,

Callable

7/15/24

@

102.63(e)

..................

550,000

504,817

Hanesbrands,

Inc.,

4.88%,

5/15/26,

Callable

2/15/26

@

100(e)

.......................

250,000

240,621

Life

Time,

Inc.,

5.75%,

1/15/26,

Callable

2/5/24

@

101.44(e)

.......................

250,000

247,885

Light

&

Wonder

International,

Inc.,

7.00%,

5/15/28,

Callable

1/22/24

@

103.5(e)

.........

475,000

480,028

PetSmart,

Inc./PetSmart

Finance

Corp.,

4.75%,

2/15/28,

Callable

2/15/24

@

102.38(e)

.....

125,000

117,531

Premier

Entertainment

Sub

LLC/Premier

Entertainment

Finance

Corp.

5.63%,

9/1/29,

Callable

9/1/24

@

102.81(e)

................................

200,000

158,411

5.88%,

9/1/31,

Callable

9/1/26

@

102.98(e)

................................

400,000

309,308

Scientific

Games

Holdings

LP/Scientific

Games

U.S.

FinCo,

Inc.,

6.63%,

3/1/30,

Callable

3/1/25

@

103.31(e)

.................................................

250,000

233,660

The

Hertz

Corp.,

5.00%,

12/1/29,

Callable

12/1/24

@

102.5(e)

......................

500,000

410,315

Wynn

Resorts

Finance

LLC/Wynn

Resorts

Capital

Corp.,

7.13%,

2/15/31,

Callable

11/15/30

@

100(e)

...........................................................

350,000

364,349

4,678,353

Energy

(12.3%):

Antero

Resources

Corp.,

7.63%,

2/1/29,

Callable

2/5/24

@

103.81(e)

..................

50,000

51,299

Callon

Petroleum

Co.,

7.50%,

6/15/30,

Callable

6/15/25

@

103.75(e)(f)

................

375,000

379,008

CITGO

Petroleum

Corp.

7.00%,

6/15/25,

Callable

2/5/24

@

101.75(e)

...............................

250,000

249,501

8.38%,

1/15/29,

Callable

10/15/25

@

104.19(e)

.............................

500,000

514,229

Comstock

Resources,

Inc.,

6.75%,

3/1/29,

Callable

3/1/24

@

103.38(e)

................

375,000

344,504

New

Fortress

Energy,

Inc.,

6.50%,

9/30/26,

Callable

2/5/24

@

103.25(e)

...............

250,000

240,288

PBF

Holding

Co.

LLC/PBF

Finance

Corp.,

6.00%,

2/15/28,

Callable

2/5/24

@

103

........

250,000

244,223

Permian

Resources

Operating

LLC,

5.88%,

7/1/29,

Callable

7/1/24

@

102.94(e)

..........

350,000

340,539

Talos

Production,

Inc.,

12.00%,

1/15/26,

Callable

1/22/24

@

103

.....................

250,000

257,720

2,621,311

Financials

(3.1%):

Arsenal

AIC

Parent

LLC,

8.00%,

10/1/30,

Callable

10/1/26

@

104(e)

..................

125,000

131,462

Compass

Group

Diversified

Holdings

LLC,

5.25%,

4/15/29,

Callable

4/15/24

@

102.63(e)

..

100,000

93,017

GTCR

W-2

Merger

Sub

LLC,

7.50%,

1/15/31,

Callable

1/15/27

@

103.75(e)

............

100,000

106,094

NESCO

Holdings

II,

Inc.,

5.50%,

4/15/29,

Callable

4/15/24

@

102.75(e)

...............

100,000

92,646

Stagwell

Global

LLC,

5.63%,

8/15/29,

Callable

8/15/24

@

102.81(e)

..................

250,000

230,529

653,748

Health

Care

(2.1%):

CHS/Community

Health

Systems,

Inc.,

6.13%,

4/1/30,

Callable

4/1/25

@

103.06(e)

.......

200,000

128,736

LifePoint

Health,

Inc.,

5.38%,

1/15/29,

Callable

2/5/24

@

102.69(e)

..................

100,000

73,995

Radiology

Partners,

Inc.,

9.25%,

2/1/28,

Callable

2/5/24

@

102.31(e)

..................

300,000

153,592

Team

Health

Holdings,

Inc.,

6.38%,

2/1/25,

Callable

1/22/24

@

100(e)

................

100,000

83,690

440,013

Industrials

(9.5%):

American

Airlines,

Inc.

7.25%,

2/15/28,

Callable

2/15/25

@

103.63(e)

..............................

125,000

126,972

8.50%,

5/15/29,

Callable

11/15/25

@

104.25(e)

.............................

100,000

105,777

American

Airlines,

Inc./AAdvantage

Loyalty

IP

Ltd.,

5.75%,

4/20/29(e)

................

150,000

146,313

Chart

Industries,

Inc.,

7.50%,

1/1/30,

Callable

1/1/26

@

103.75(e)

....................

125,000

130,834

ITT

Holdings

LLC,

6.50%,

8/1/29,

Callable

8/1/24

@

103.25(e)

.....................

250,000

221,014

Mileage

Plus

Holdings

LLC/Mileage

Plus

Intellectual

Property

Assets

Ltd.,

6.50%,

6/20/27,

Callable

2/5/24

@

103.25(e)

...........................................

175,000

175,500

Pike

Corp.,

5.50%,

9/1/28,

Callable

2/5/24

@

102.75(e)

...........................

400,000

381,030

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

11

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

SRS

Distribution,

Inc.,

6.00%,

12/1/29,

Callable

12/1/24

@

103(e)

....................

$

100,000

$

94,150

TransDigm,

Inc.,

4.63%,

1/15/29,

Callable

2/5/24

@

102.31

........................

450,000

421,930

Wabash

National

Corp.,

4.50%,

10/15/28,

Callable

10/15/24

@

102.25(e)

...............

100,000

90,863

WESCO

Distribution,

Inc.,

7.25%,

6/15/28,

Callable

2/5/24

@

103.63(e)

...............

125,000

128,449

2,022,832

Information

Technology

(2.0%):

Cloud

Software

Group,

Inc.

6.50%,

3/31/29,

Callable

9/30/25

@

103.25(e)

..............................

250,000

238,369

9.00%,

9/30/29,

Callable

9/30/25

@

104.5(e)

...............................

200,000

190,017

428,386

Materials

(3.2%):

ATI,

Inc.,

5.13%,

10/1/31,

Callable

10/1/26

@

102.56

.............................

250,000

232,793

CVR

Partners

LP/CVR

Nitrogen

Finance

Corp.,

6.13%,

6/15/28,

Callable

6/15/24

@

103.06(e)

300,000

283,955

Glatfelter

Corp.,

4.75%,

11/15/29,

Callable

11/1/24

@

102.38(e)

.....................

250,000

173,247

689,995

Real

Estate

(0.3%):

Adams

Homes,

Inc.,

7.50%,

2/15/25,

Callable

1/22/24

@

101.88(e)

...................

65,000

64,587

Total

Corporate

Bonds

(Cost

$14,753,911)

14,305,902

Yankee

Dollars

(14.9%)

Communication

Services

(2.9%):

Intelsat

Jackson

Holdings

SA,

6.50%,

3/15/30,

Callable

3/15/25

@

102(e)

..............

375,000

358,926

Telesat

Canada/Telesat

LLC,

5.63%,

12/6/26,

Callable

1/22/24

@

102.81(e)

.............

400,000

247,365

606,291

Consumer

Discretionary

(5.2%):

Carnival

Corp.,

6.00%,

5/1/29,

Callable

11/1/24

@

103(e)

..........................

275,000

264,255

Ontario

Gaming

GTA

LP,

8.00%,

8/1/30,

Callable

8/1/25

@

104(e)

...................

100,000

103,631

Royal

Caribbean

Cruises

Ltd.,

7.25%,

1/15/30,

Callable

12/15/25

@

103.63(e)

...........

250,000

261,045

Viking

Ocean

Cruises

Ship

VII

Ltd.,

5.63%,

2/15/29,

Callable

2/15/24

@

102.81(e)

.......

500,000

487,061

1,115,992

Energy

(2.6%):

Northriver

Midstream

Finance

LP,

5.63%,

2/15/26,

Callable

2/5/24

@

101.41(e)

..........

100,000

97,401

Seadrill

Finance

Ltd.,

8.38%,

8/1/30,

Callable

8/1/26

@

104.19(e)

....................

250,000

260,562

TechnipFMC

PLC,

6.50%,

2/1/26,

Callable

2/5/24

@

101.63(e)

......................

200,000

199,784

557,747

Financials

(1.2%):

Diamond

Foreign

Asset

Co./Diamond

Finance

LLC,

8.50%,

10/1/30,

Callable

10/1/26

@

104.25(e)

.........................................................

250,000

255,415

Health

Care

(0.8%):

Bausch

Health

Cos.,

Inc.,

6.13%,

2/1/27,

Callable

2/5/24

@

103.06(e)

.................

250,000

168,710

Industrials

(1.0%):

Bombardier,

Inc.,

7.88%,

4/15/27,

Callable

2/5/24

@

101.97(e)

......................

148,000

148,052

VistaJet

Malta

Finance

PLC/Vista

Management

Holding,

Inc.,

6.38%,

2/1/30,

Callable

2/1/25

@

103.19(e)(f)

.....................................................

100,000

69,874

217,926

Information

Technology

(0.8%):

ION

Trading

Technologies

Sarl,

5.75%,

5/15/28,

Callable

5/15/24

@

102.88(e)

...........

200,000

177,075

Materials

(0.4%):

INEOS

Finance

PLC,

6.75%,

5/15/28,

Callable

2/15/25

@

103.38(e)

..................

75,000

73,686

Total

Yankee

Dollars

(Cost

$3,211,951)

3,172,842

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

12

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Principal

Amount

Value

U.S.

Treasury

Obligations

(2.8%)

U.S.

Treasury

Bills,

1/2/24(g)

..............................................

$

600,000

$

600,000

Total

U.S.

Treasury

Obligations

(Cost

$599,913)

600,000

Shares

Collateral

for

Securities

Loaned

(4.2%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares,

5.25%(h)

........

226,298

226,298

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares,

5.30%(h)

............

226,298

226,298

Invesco

Government

&

Agency

Portfolio,

Institutional

Shares,

5.28%(h)

...............

226,298

226,298

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares,

5.26%(h)

.

226,298

226,298

Total

Collateral

for

Securities

Loaned

(Cost

$905,192)

905,192

Total

Investments

(Cost

$22,979,971)

—

100.8%

21,495,062

Liabilities

in

excess

of

other

assets

—

(0.8)%

(160,878)

NET

ASSETS

-

100.00%

$

21,334,184

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

15.4%

of

net

assets.

^

Purchased

with

cash

collateral

from

securities

on

loan.

(a)

Non-income

producing

security.

(b)

Security

was

fair

valued

based

upon

procedures

approved

by

the

Board

of

Trustees

and

represents

0.0%

of

net

assets

as

of

December

31,

2023.

This

security

is

classified

as

Level

3

within

the

fair

value

hierarchy.

(See

Note

2

in

the

Notes

to

Financial

Statements)

(c)

Variable

or

Floating-Rate

Security.

Rate

disclosed

is

as

of

December

31,

2023.

(d)

Currently

the

issuer

is

in

default

with

respect

to

interest

and/or

principal

payments.

(e)

Rule

144A

security

or

other

security

that

is

restricted

as

to

resale

to

institutional

investors.

As

of

December

31,

2023,

the

fair

value

of

these

securities

was

$15,607,515

and

amounted

to

73.2%

of

net

assets.

(f)

All

or

a

portion

of

this

security

is

on

loan.

(g)

Rate

represents

the

effective

yield

at

December

31,

2023.

(h)

Rate

disclosed

is

the

daily

yield

on

December

31,

2023.

bps

—

Basis

points

DIP

—

Debtor-In-Possession

LLC

—

Limited

Liability

Company

LP

—

Limited

Partnership

PLC

—

Public

Limited

Company

SOFR

—

Secured

Overnight

Financing

Rate

SOFR01M

—

1

Month

SOFR,

rate

disclosed

as

of

December

31,

2023.

SOFR03M

—

3

Month

SOFR,

rate

disclosed

as

of

December

31,

2023.

SOFR06M

—

6

Month

SOFR,

rate

disclosed

as

of

December

31,

2023.

Statement

of

Assets

and

Liabilities

December

31,

2023

13

See

notes

to

financial

statements.

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

Assets:

Investments,

at

value

(Cost

$22,979,971)

$

21,495,062‌(a)

Cash

375,219‌

Receivables:

Interest

and

dividends

403,024‌

From

Adviser

4,568‌

Prepaid

expenses

34‌

Total

Assets

22,277,907‌

Liabilities:

Payables:

Collateral

received

on

loaned

securities

905,192‌

Capital

shares

redeemed

3,033‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

10,803‌

Administration

fees

1,156‌

Custodian

fees

1,503‌

Transfer

agent

fees

68‌

Sub-Transfer

agent

fees

4,798‌

Compliance

fees

16‌

Trustees'

fees

126‌

Other

accrued

expenses

17,028‌

Total

Liabilities

943,723‌

Commitments

and

contingencies

(Note

4

)

Net

Assets:

Capital

26,892,019‌

Total

accumulated

earnings/(loss)

(5,557,835‌)

Net

Assets

$

21,334,184‌

Shares

(unlimited

shares

authorized

with

a

par

value

of

$0.001

per

share):

3,507,114‌

Net

asset

value:

$

6.08‌

(a)

Includes

$872,931

of

securities

on

loan.

Statement

of

Operations

For

the

Year

Ended

December

31,

2023

14

See

notes

to

financial

statements.

Victory

Variable

Insurance

Funds

Victory

High

Yield

VIP

Series

Investment

Income:

Dividends

$

450

Interest

1,878,548

Securities

lending

(net

of

fees)

47,596

Total

Income

1,926,594

Expenses:

Investment

advisory

fees

131,853

Administration

fees

12,160

Sub-Administration

fees

18,500

Custodian

fees

8,982

Transfer

agent

fees

249

Sub-Transfer

agent

fees

19,287

Trustees'

fees

3,371

Compliance

fees

202

Legal

and

audit

fees

15,135

Other

expenses

14,004

Total

Expenses

223,743

Expenses

waived/reimbursed

by

Adviser

(28,181)

Net

Expenses

195,562

Net

Investment

Income

(Loss)

1,731,032

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

(2,214,109)

Net

change

in

unrealized

appreciation/depreciation

on

investment

securities

2,839,257

Net

realized/unrealized

gains

(losses)

on

investments

625,148

Change

in

net

assets

resulting

from

operations

$

2,356,180

15

Victory

Variable

Insurance

Funds

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

High

Yield

VIP

Series

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

1,731,032

$

1,644,615

Net

realized

gains

(losses)

(2,214,109)

(614,500)

Net

change

in

unrealized

appreciation/depreciation

2,839,257

(4,817,916)

Change

in

net

assets

resulting

from

operations

2,356,180

(3,787,801)

Change

in

net

assets

resulting

from

distributions

to

shareholders

(1,670,342)

(1,678,774)

Change

in

net

assets

resulting

from

capital

transactions

(1,490,405)

(2,410,705)

Change

in

net

assets

(804,567)

(7,877,280)

Net

Assets:

Beginning

of

period

22,138,751

30,016,031

End

of

period

$

21,334,184

$

22,138,751

Capital

Transactions:

Proceeds

from

shares

issued

$

1,116,442

$

797,535

Distributions

reinvested

1,670,342

1,678,774

Cost

of

shares

redeemed

(4,277,189)

(4,887,014)

Change

in

net

assets

resulting

from

capital

transactions

$

(1,490,405)

$

(2,410,705)

Share

Transactions:

Issued

179,407

118,537

Reinvested

275,634

280,263

Redeemed

(688,700)

(716,887)

Change

in

Shares

(233,659)

(318,087)

Victory

Variable

Insurance

Funds

Financial

Highlights

For

a

Share

Outstanding

Throughout

Each

Period

16

See

notes

to

financial

statements.

Victory

High

Yield

VIP

Series

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$5.92

$7.40

$7.42

$7.36

$6.84

Investment

Activities:

Net

investment

income

(loss)(a)

0.49

0.44

0.40

0.44

0.47

Net

realized

and

unrealized

gains

(losses)

0.18

(1.44)

0.03

0.14

0.62

Total

from

Investment

Activities

0.67

(1.00)

0.43

0.58

1.09

Distributions

to

Shareholders

from:

Net

investment

income

(0.51)

(0.48)

(0.45)

(0.52)

(0.57)

Total

Distributions

(0.51)

(0.48)

(0.45)

(0.52)

(0.57)

Net

Asset

Value,

End

of

Period

$6.08

$5.92

$7.40

$7.42

$7.36

Total

Return(b)(c)

11.41%

(13.55)%

5.85%

7.92%

15.89%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

0.89%

0.89%

0.89%

0.89%

0.89%

Net

Investment

Income

(Loss)

7.88%

6.55%

5.21%

6.10%

6.22%

Gross

Expenses(d)

1.02%

1.01%

0.99%

1.04%

0.99%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$21,334

$22,139

$30,016

$30,119

$30,739

Portfolio

Turnover

52%

42%

75%

91%

60%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Total

returns

do

not

reflect

the

effects

of

charges

deducted

pursuant

to

the

terms

of

The

Guardian

Insurance

&

Annuity

Company,

Inc.'s

variable

contracts.

Inclusion

of

such

charges

would

reduce

the

total

returns

for

all

periods

shown.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

Notes

to

Financial

Statements

December

31,

2023

Victory

Variable

Insurance

Funds

17

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 six

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 Victory

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.

Victory

Capital

Management

Inc.

(“VCM”

or

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

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 Fund

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

(unadjusted)

in

active

markets

for

identical

securities

Level

2

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

or

credit

spreads,

applicable

to

those

securities,

etc.)

Level

3

—

significant

unobservable

inputs

(including

the

Adviser’s

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

risks

associated

with

entering

into

those

investments.

The Adviser,

appointed

as

the

valuation

designee

by the

Trust's

Board

of

Trustee

(the

"Board"),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

to

Board

oversight,

the

Committee

administers

and

oversees

the

Fund’s

valuation

policies

and

procedures,

which

were

approved

by

the

Board.

Portfolio

securities

listed

or

traded

on

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”),

are

valued

at

the

last

sale

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

closing 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,

other

than

ETFs, 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

valuation

designee

and

subject

to

the

oversight

of

the

Board.

The

pricing

service

uses

the

evaluated

bid

or market

quotes 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,

2023, based

upon

the

three

levels

defined

above,

is

included

in

the

table

below

while

the

breakdown,

by

category,

of

investments

is

disclosed

on

the

Schedule

of

Portfolio

Investments:

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

18

As

of December

31,

2023,

there

were

no

transfers

into/out

of

Level

3.

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.

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

and recorded

daily

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.

Non-cash

dividends

included

in

income,

if

any,

are

recorded

at

the

fair

value

of

the

securities

received. 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

Level

1

Level

2

Level

3

Total

Victory

High

Yield

VIP

Series

Common

Stocks

............................

$

—

$

—

$

—(a)

$

—(a)

Senior

Secured

Loans

........................

—

2,511,126

—

2,511,126

Corporate

Bonds

...........................

—

14,305,902

—

14,305,902

Yankee

Dollars

............................

—

3,172,842

—

3,172,842

U.S.

Treasury

Obligations

.....................

—

600,000

—

600,000

Collateral

for

Securities

Loaned

................

905,192

—

—

905,192

Total

....................................

$

905,192

$

20,589,870

$

—(a)

$

21,495,062

(a)

Zero

market

value

security.

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

19

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,

2023. 

Federal

Income

Taxes:

The

Fund

intends

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,

2023,

the

Fund

did

not

incur

any

income

tax,

interest,

or

penalties,

and

has

recorded

no

liability

for

net

unrecognized

tax

benefits

relating

to

uncertain

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 the

Fund

are

charged

to the

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,

2023,

were

as

follows:

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.

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,

2023,

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.

Value

of

Securities

on

Loan

Non-Cash

Collateral

Cash

Collateral

Victory

High

Yield

VIP

Series

........................................

$

872,931

$

—

$

905,192

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

High

Yield

VIP

Series

..........................................................

$

10,862,422

$

12,750,089

As

of December

31,

2023,

there

were

no

transfers

into/out

of

Level

3.

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.

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

and recorded

daily

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.

Non-cash

dividends

included

in

income,

if

any,

are

recorded

at

the

fair

value

of

the

securities

received. 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

Level

1

Level

2

Level

3

Total

Victory

High

Yield

VIP

Series

Common

Stocks

............................

$

—

$

—

$

—(a)

$

—(a)

Senior

Secured

Loans

........................

—

2,511,126

—

2,511,126

Corporate

Bonds

...........................

—

14,305,902

—

14,305,902

Yankee

Dollars

............................

—

3,172,842

—

3,172,842

U.S.

Treasury

Obligations

.....................

—

600,000

—

600,000

Collateral

for

Securities

Loaned

................

905,192

—

—

905,192

Total

....................................

$

905,192

$

20,589,870

$

—(a)

$

21,495,062

(a)

Zero

market

value

security.

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

20

Administration

and

Servicing

Fees:

VCM

also

serves

as

the

Fund’s

administrator

and

fund

accountant.

Under

the Administration

and

Fund

Accounting

Agreement,

VCM

is

paid

an

administration

fee

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:

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statement

of

Operations

as

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

an

affiliate

of

Citibank,

acts

as

sub-administrator

and

sub-fund

accountant

to

the

Fund

pursuant

to

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

a

fee

for

providing

these

services.

The Fund

reimburses

VCM

and

Citi

for

out-of-pocket

expenses

incurred

in

providing

these

services

and

certain

other

expenses

specifically

allocated

to

the

Fund.

Amounts

incurred

for

the year

ended

December

31,

2023,

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

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

in

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

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,

2023,

are

reflected

on

the

Statement

of

Operations

as

Transfer

agent

fees.

Sub-Transfer

Agency

Fees: 

The

Fund

has

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

to

customers

of

the

intermediaries

that

hold

positions

in

the

Fund

and

has

agreed

to

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Fund

primarily

through

the

use

of

omnibus

accounts

on

behalf

of

their

customers

who

hold

positions

in

the

Fund.

These

services

would

have

been

provided

by

the

Fund’s

transfer

agent

and

other

service

providers

if

the

shareholders’

accounts

were

maintained

directly

at

the

Fund’s

transfer

agent.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statement

of

Operations

as

Sub-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,

2023,

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 Trust

until

at

least

April

30,

2024.

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 the

Fund’s

business

are

excluded

from

the

expense

limit.

As

of

December

31,

2023,

the

expense

limit (excluding

voluntary

waivers) was:

Under

the

terms

of

the

expense

limitation

agreement, 

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.

The

Fund

has

not

recorded

any

amounts

available

to

be

repaid

to

the

Adviser

as

a

commitment

and

contingency

liability

due

to

an

assessment

that

such

repayments

are

not

probable

at

December

31,

2023.

Net

Assets

Up

to

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

In

effect

until

April

30,

2024

Victory

High

Yield

VIP

Series

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.89%

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

21

As

of December

31,

2023,

the

following amounts

are

available

to

be

repaid

to

the

Adviser. 

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 are

not

available

to

be

recouped

at

a

future

time.

There

were

no

voluntary

waivers

or

reimbursements

for

the year

ended

December

31,

2023.

Certain

officers

and/or

interested

trustees

of

the

Fund

are

also

officers

and/or

employees

of

the

Adviser,

administrator,

fund

accountant,

sub-

administrator,

sub-fund

accountant,

custodian,

legal

counsel,

and

Distributor.

5.

Risks:

The

Fund

may

be

subject

to

other

risks

in

addition

to

these

identified

risks.

High-Yield/Junk

Bond

Risk

—

Lower-quality

debt

securities

can

involve

a

substantially

greater

risk

of

default

than

higher

quality

debt

securities,

and

their

values

can

decline

significantly

over

short

and

longer

periods

of

time.

Lower-quality

debt

securities

tend

to

be

more

sensitive

to

adverse

news

about

the

issuer,

or

the

market

or

economy

in

general.

Debt

Securities

Risk

—

The

value

of

a

debt

security

or

other

income-producing

security

changes

in

response

to

various

factors,

including,

for

example,

market-related

factors

(such

as

changes

in

interest

rates

or

changes

in

the

risk

appetite

of

investors

generally)

and

changes

in

the

actual

or

perceived

ability

of

the

issuer

(or

of

issuers

generally)

to

meet

its

(or

their)

obligations.

Other

factors

that

may

affect

the

value

of

debt

securities,

include,

among

others,

public

health

crises

and

responses

by

governments

and

companies

to

such

crises.

These

and

other

events

may

affect

the

creditworthiness

of

the

issuer

of

a

debt

security

and

may

impair

an

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.

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.

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.

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,

2023,

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

paid

a

pro-rata

portion

of

the

commitment

fees

plus

any

interest

on

amounts

borrowed.

Interest

is

based

on

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

27,

2023,

the

agreement

was

renewed

with

a

termination

date

of

June 24,

2024, and

the

annual

commitment

fee

of

0.15%

remained

unchanged. Interest

charged

to

the

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,

2023.

Interfund

Lending:

The

Trust

and

the

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

Expires

2024

Expires

2025

Expires

2026

Total

Victory

High

Yield

VIP

Series

............................................

$

30,244

$

30,665

$

28,181

$

89,090

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

22

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

(as

defined

in

the

Order),

interest

charged

to

the

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statement

of

Operations

under

Interfund

lending

fees.

As

a

Lender

(as

defined

in

the

Order),

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,

2023.

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,

2023,

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).

As

of

December

31,

2023,

the

components

of

accumulated

earnings/(loss)

on

a

tax

basis

were

as

follows:

*

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

is

attributable

primarily

to

tax

deferral

of

losses

on

wash

sales

and

callable

bonds

amortization.

As

of December

31,

2023,

the

Fund

had

net

capital

loss

carryforwards as

shown

in the

table

below.

It

is

unlikely

that

the

Board

will

authorize

a

distribution

of

capital

gains

realized

in

the

future

until

the

capital

loss

carryforwards

have

been

used.

As

of December

31,

2023,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

as

follows: 

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Total

Distributions

Paid

Victory

High

Yield

VIP

Series

..................................................................

$

1,670,342

$

1,670,342

Year

Ended

December

31,

2022

Distributions

Paid

From:

Ordinary

Income

Total

Distributions

Paid

Victory

High

Yield

VIP

Series

..................................................................

$

1,678,774

$

1,678,774

Undistributed

Ordinary

Income

Accumulated

Earnings

Accumulated

Capital

And

Other

Losses

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Victory

High

Yield

VIP

Series

.......................

$

1,772,984

$

1,772,984

$

(5,821,401)

$

(1,509,418)

$

(5,557,835)

Short-Term

Amount

Long-Term

Amount

Total

Victory

High

Yield

VIP

Series

.............................................

$

(671,606)

$

(5,149,795)

$

(5,821,401)

Cost

of

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Victory

High

Yield

VIP

Series

........................

$

23,004,480

$

540,723

$

(2,050,141)

$

(1,509,418)

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

23

8.

New

Regulatory

Pronouncement:

In

October

2022,

the

SEC

adopted

the

Tailored

Shareholder

Reports

Rule

and

form

amendments

that

require,

among

other

things,

mutual

funds

and

ETFs

to

prepare

and

transmit

streamlined

annual

and

semi-annual

shareholder

reports.

In

connection

with

these

amendments,

certain

information

that

was

previously

disclosed

in

shareholder

reports

will

instead

be

made

available

online,

delivered

free

of

charge

upon

request,

and

filed

with

the

SEC

on

a

semi-annual

basis.

Also

in

connection

with

these

amendments,

annual

and

semi-annual

reports

will

be

provided

directly

to

shareholders,

either

in

paper

or

(if

the

shareholder

has

so

elected)

electronically.

Compliance

with

the

rule

and

form

amendments

begins

in

July

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Fund.

24

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,

2023

,

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

five

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,

2023,

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

five

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

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,

2023,

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.

COHEN

&

COMPANY,

LTD.

Cleveland,

Ohio

February

15,

2024

Supplemental

Information

December

31,

2023

Victory

Variable

Insurance

Funds

25

(Unaudited)

Trustee

and

Officer

Information

Board

of

Trustees:

Overall

responsibility

for

management

of

the

Trust

rests

with

the

Board.

The

Trust

is

managed

by

the

Board

in

accordance

with

the

laws

of

the

State

of

Delaware.

There

are

currently

nine

Trustees,

eight

of

whom

are

not

“interested

persons”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Independent

Trustees”)

and

one

of

whom

is

an

“interested

person”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Interested

Trustee”).

The

Trustees,

in

turn,

elect

the

officers

of

the

Trust

to

actively

supervise

its

day-to-day

operations.

The

following

tables

list

the

Trustees,

their

date

of

birth,

position

with

the

Trust,

commencement

of

service,

principal

occupations

during

the

past

five

years,

and

any

directorships

of

other

investment

companies

or

companies

whose

securities

are

registered

under

the

Securities

Exchange

Act

of

1934,

as

amended,

or

who

file

reports

under

that

Act.

Each

Trustee

oversees 6

portfolios

in

the

Trust,

37

portfolios

in

Victory

Portfolios,

and 27

portfolios

in

Victory

Portfolios

II,

each

a

registered

investment

company

that,

together

with

the

Trust,

comprise

the

Victory

Fund

Complex.

Each

Trustee’s

address

is

c/o

Victory

Portfolios,

4900

Tiedeman

Road,

4th

Floor,

Brooklyn,

Ohio

44144.

*

The

Board

has

designated

Ms.

Beard

as

its

Audit

Committee

Financial

Expert.

**

Mr.

Bushe

retired

from

the

Board

effective

January

1,

2024.

***

Mr.

Pettee

was

appointed

to

serve

as

an

Independent

Trustee

of

the

Trust

effective

January

1,

2024.

****

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.

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,

(October

1951)

Trustee

February

2005

Consultant

(since

2006).

None.

Nigel

D.

T.

Andrews,

(April

1947)

Trustee

August

2002

Retired.

Director,

Carlyle

Secured

Lending,

Inc.

(formerly

TCG

BDC

I,

Inc.)

(since

2012);

Director,

Carlyle

Credit

Solutions,

Inc.

(formerly

TCG

BDC

II,

Inc.)

(since

2017);

Trustee,

Carlyle

Secured

Lending

III

(since

2021).

E.

Lee

Beard,*

(October

1951)

Trustee

February

2005

Retired.

None.

Dennis

M.

Bushe,**

(October

1951)

Trustee

July

2016

Retired.

None.

John

L.

Kelly,

(April

1953)

Chair

and

Trustee

February

2015

Managing

Partner,

Active

Capital

Partners

LLC

(since

October

2017).

Director,

Caledonia

Mining

Corporation

(since

May

2012).

David

L.

Meyer,

(April

1957)

Trustee

December

2008

Retired.

None.

Gloria

S.

Nelund,

(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,

(December

1944)

Trustee

February

1998

Private

Investor.

Chair,

Caledonia

Mining

Corporation

(2013-2023).

Advisory

Trustee

Timothy

Pettee,***

(April

1958)

Advisory

Trustee

January

2023

Chief

Investment

Officer,

Hoya

Capital

Real

Estate

LLC

(since

February

2022);

Chief

Investment

Officer,

Sun

America

Asset

Management

Corp.

(January

2003-

July

2021).

None.

Interested

Trustee

David

C.

Brown,****

(May

1972)

Trustee

May

2008

Chief

Executive

Officer

and

Chairman

(since

2013),

the

Adviser;

Chief

Executive

Officer

and

Chairman

(since

2013),

Victory

Capital

Holdings,

Inc.;

Director

(since

2013),

Victory

Capital

Services,

Inc.;

Director

(since

2019),

Victory

Capital

Transfer

Agency,

Inc.

Trustee,

Victory

Portfolios

III;

Board

Member,

Victory

Capital

Services,

Inc.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

26

(Unaudited)

Officers:

The

officers

of

the

Trust

are

elected

by

the

Board

to

actively

supervise

the

Trust’s

day-to-day

operations.

The

officers

of

the

Trust,

their

date

of

birth,

the

length

of

time

served,

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

15935

La

Cantera

Parkway,

San

Antonio,

Texas

78256.

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

James

K.

De

Vries,

(April

1969)

President

May

2023

Head

of

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Executive

Director,

the

Adviser

(7/1/19-4/30/23);

Executive

Director,

Investment

and

Financial

Administration,

USAA

(2012-

6/30/19);

Treasurer,

USAA

Mutual

Funds

Trust

(2018-4/30/23).

Mr.

De

Vries

also

serves

as

the

Principal

Executive

Officer

for

the

Funds,

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Scott

A.

Stahorsky,

(July

1969)

Vice

President

December

2014

Director,

Third-Party

Dealer

Services

&

Reg

Administration,

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Manager,

Fund

Administration,

the

Adviser

(2015-4/30/23).

Mr.

Stahorsky

also

serves

as

Vice

President

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Thomas

Dusenberry,

(July

1977)

Secretary

May

2022

Director,

Fund

Administration,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2022-4/30/23);

Treasurer

and

Principal

Financial

Officer

(2020-2022),

Assistant

Treasurer

(2019),

Salient

MF

Trust,

Salient

Midstream,

MLP

Fund,

and

Forward

Funds;

Principal

Financial

Officer

(2018-

2021)

and

Treasurer

(2020-2021),

Salient

Private

Access

Funds

and

Endowment

PMF

Funds;

Senior

Vice

President

of

Fund

Accounting

and

Operations,

Salient

Partners

(2020-2022);

Director

of

Fund

Operations,

Salient

Partners

(2016-2019).

Mr.

Dusenberry

also

serves

as

Secretary

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Allan

Shaer,

(March

1965)

Treasurer

May

2017

Senior

Vice

President,

Financial

Administration,

Citi

Fund

Services

Ohio,

Inc.

(since

2016).

Mr.

Shaer

also

serves

as

the

Funds’

Principal

Financial

and

Accounting

Officer.

Mr.

Shaer

also

serves

as

Treasurer

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Christopher

A.

Ponte,

(March

1984)

Assistant

Treasurer

December

2017

Director,

Fund

and

Broker

Dealer

Finance,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2017-4/30/23);

Chief

Financial

Officer,

Victory

Capital

Services,

Inc.

(since

2018).

Mr.

Ponte

also

serves

as

Assistant

Treasurer

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Carol

D.

Trevino,

(October

1965)

Assistant

Treasurer

February

2023

Director,

Financial

Reporting,

Fund

Administration,

the

Adviser

(5/1/23-present);

Director,

Accounting

and

Finance,

the

Adviser

(7/1/19-4/30/23);

Accounting/Financial

Director,

USAA

(12/13-

6/30/19).

Ms.

Trevino

also

serves

as

Assistant

Treasurer

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Sean

Fox,

(September

1976)

Chief

Compliance

Officer

June

2022

Senior

Compliance

Officer,

the

Adviser

(2019-present);

Compliance

Officer,

the

Adviser

(2015-2019).

Mr.

Fox

also

serves

as

Chief

Compliance

Officer

for

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Michael

Bryan,

(December

1962)

Anti-Money

Laundering

Compliance

Officer

and

Identity

Theft

Officer

May

2023

Vice

President,

CCO

Compliance

Support

Services,

Citi

Fund

Services

Ohio,

Inc.

(2008-present).

Mr.

Bryan

also

serves

as

the

Anti-Money

Laundering

Compliance

Officer

and

identity

Theft

Officer

for

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Jay

G.

Baris,

(January

1954)

Assistant

Secretary

February

1998

Partner,

Sidley

Austin

LLP

(since

2020);

Partner,

Shearman

&

Sterling

LLP

(2018-2020).

Victory

Variable

Insurance

Funds

27

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Proxy

Voting

and

Portfolio

Holdings

Information 

Proxy

Voting:

Information

regarding

the

Fund’s

policies

and

procedures

—

which

describes

how

we

vote

proxies

relating

to

portfolio

securities

—

is

included

in

the

Fund’s

Statement

of

Additional

Information

on

our

website

or

upon

request

by

calling

800-539-3863.

The

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

12

months

ended

June

30

by

August

31.

The

proxy

voting

record

is

available

free

of

charge

on

the

SEC

website

at sec.gov and

on

our

website.

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-P

and

is

available

on

the

SEC’s

website

at

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,

2023,

through

December

31,

2023.

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

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

Victory

High

Yield

VIP

Series

...............

$

1,000.00

$

1,065.50

$

1,020.72

$

4.63

$

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).

Victory

Variable

Insurance

Funds

28

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Additional

Federal

Income

Tax

Information 

For

the

fiscal

year

ended

December

31,

2023,

the

Fund

hereby

designates

the

maximum

amount

allowable

of

its

net

taxable

income

as

qualified

dividends

taxed

at

individual

net

capital

gain

rates.

Shareholders

will

be

notified

via

IRS

Form

1099

of

the

amounts

for

use

in

preparing

their

income

tax

return.

Dividends

qualified

for

corporate

dividends

received

deductions

of

less

than

1%.

Victory

Variable

Insurance

Funds

29

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Considerations

of

the

Board

in

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

advisory

agreement

with

the

Adviser,

on

behalf

of

the

Fund

(the

“Advisory

Agreement”),

and

the

sub-advisory

agreement

between

the

Adviser

and

Park

Avenue

Institutional

Advisers

LLC

(the

“Sub-Adviser”),

on

behalf

of

the

Fund

(the

“Sub-Advisory

Agreement”

and

together

with

the

Advisory

Agreement,

the

“Agreements”),

at

a

meeting,

which

was

called

for

that

purpose,

on

December

5,

2023.

The

Board

also

considered

information

relating

to

the

Fund

and

the

Agreements

provided

throughout

the

year

and,

more

specifically,

at

the

meetings

on

October

17,

2023

and

December

5,

2023.

In

considering

whether

to

approve

the

Agreements,

the

Board

requested

from

the

Adviser

and

Sub-Adviser

certain

information

concerning

the

Fund

to

assist

it

in

evaluating

the

terms

of

the

Agreements.

In

response

to

the

request

from

the

Independent

Trustees,

the

Adviser

and

the

Sub-Adviser

provided

information

and

reports

relevant

to

the

continuation

of

the

Agreements.

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.

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)

and

whether

breakpoints

would

be

appropriate;

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,

shareholder

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.

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;

Current

economic

and

industry

trends;

and

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

30

(Unaudited)

The

historical

relationship

between

the

Fund

and

the

Sub-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

business

and

services

with

respect

to

the

Fund

and

with

respect

to

all

the

funds.

The

Board

retained

an

independent,

third-party

consultant

to

provide

comparative

information

about

fees,

expenses

and

performance,

and

to

design

and

maintain

a

database

of

relevant

information

designed

to

assist

the

Board

in

retrieving

and

analyzing

comparative

information.

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

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,

2023,

to

that

of

the

median

performance

of

the

Fund’s

peer

group

and

benchmark

index

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,

underperformed

the

peer

group

median

for

the

one-year

period,

and

outperformed

the

peer

group

median

for

the

three-,

five-

and

ten-year

periods.

The

Board

discussed

with

management

the

Fund’s

underperformance

and

expense

profile,

including

any

steps

taken

by

the

Adviser

or

could

be

taken

in

the

future

to

enhance

performance.

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:

(i)

the

Adviser’s

services

benefitted

the

Fund’s

shareholders,

particularly

in

light

of

the

nature

of

the

Fund

and

the

services

required

to

support

the

Fund;

(ii)

it

was

generally

satisfied

with

the

nature,

quality

and

extent

of

the

services

provide

by

the

Adviser

to

the

Fund;

and

(iii)

the

Agreement,

on

behalf

of

the

Fund

was

consistent

with

the

best

interests

of

the

Fund

and

its

shareholders.

Accordingly,

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;

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

31

(Unaudited)

The

Adviser’s

entrepreneurial

commitment

to

the

management

of

the

Fund

and

the

creation

of

a

broad-based

family

of

funds,

which

entails

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

and

supporting

quality

portfolio

management

teams;

The

Adviser’s

oversight

of

the

Sub-Adviser;

and

The

overall

high

quality

of

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

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

the

Fund,

was

consistent

with

the

best

interests

of

the

Fund

and

its

shareholders

and

unanimously

approved

the

Sub-Advisory

Agreement

(including

the

fees

to

be

charged

for

services

thereunder),

on

the

basis

of

the

foregoing

review

and

discussions

and

the

following

considerations,

among

others:

The

fairness

and

reasonableness

of

the

investment

advisory

fee

payable

to

the

Sub-Adviser

under

the

Sub-Advisory

Agreement

in

light

of

the

investment

advisory

services

provided,

the

costs

of

these

services

and

the

estimated

profitability

of

the

Sub-Adviser’s

relationship

with

the

Fund;

The

relative

roles

and

responsibilities

of

the

Adviser

and

the

Sub-Adviser

under

the

Sub-Advisory

Agreement;

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

perfor-

mance

of

the

Sub-Adviser.

Victory

Variable

Insurance

Funds

32

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Privacy

Policy

Facts

WHAT

DOES

VICTORY

DO

WITH

YOUR

PERSONAL

INFORMATION?

Why?

Financial

companies

choose

how

they

share

your

personal

information.

Federal

law

gives

consumers

the

right

to

limit

some,

but

not

all

sharing.

Federal

law

also

requires

us

to

tell

you

how

we

collect,

share,

and

protect

your

personal

information.

Please

read

this

notice

carefully

to

understand

what

we

do.

What?

The

types

of

personal

information

we

collect,

and

share

depend

on

the

product

or

service

you

have

with

us.

This

information

can

include:

■

Social

Security

number

and

income.

■

Account

balances

and

account

transactions.

■

Data

from

public

sources

and

third-party

data

services.

How?

All

financial

companies

need

to

share

customers’

personal

information

to

run

their

everyday

business

as

permitted

by

law.

For

example,

we

share

with

print

and

mail

companies

that

assist

us

in

sending

mail.

In

the

section

below,

we

list

the

reasons

financial

companies

can

share

their

customers’

personal

information,

the

reasons

Victory

chooses

to

share

and

whether

you

can

limit

this

sharing.

Reasons

we

can

share

your

personal

information

Does

Victory

share?

Can

you

limit

this

sharing?

For

our

everyday

business

purposes

—

such

as

to

process

your

transactions,

maintain

your

accounts,

respond

to

court

orders

and

legal

investigations,

or

report

to

credit

bureaus

Yes

No

For

our

marketing

purposes

—

to

offer

products

and

services

provided

by

Victory

Yes

No

For

joint

marketing

—

sharing

with

other

financial

companies

to

jointly

market

the

other

company’s

products

or

services

No

We

do

not

share

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

Victory

transactions

and

experiences

Yes

No

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

creditworthiness

or

insurability

No

We

do

not

share

For

non-Victory

companies

to

market

to

you

No

We

do

not

share

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

33

(Unaudited)

To

limit

our

sharing

■

Visit

us

online:

vcm.com/optout

■

Call

(877)

660-4400

–

our

menu

will

prompt

you

through

your

choices.

Please

note:

If

you

are

a

new

customer,

we

can

begin

sharing

this

information

30

days

from

the

date

we

sent

this

notice.

When

you

are

no

longer

our

customer,

we

continue

to

share

and

protect

your

information

as

described

in

this

notice.

However,

you

can

contact

us

at

any

time

to

limit

our

sharing.

Questions?

Call

your

account

representative

or

(877)

660-4400

and

ask

to

speak

to

a

representative.

Who

we

are

Who

is

providing

this

notice?

Victory

Capital

Holdings,

Inc.,

and

its

family

of

companies,

including

companies

identified

with

the

Victory

Capital

name

as

described

in

the

affiliates

section

below.

What

we

do

How

does

Victory

protect

my

personal

information?

To

protect

your

personal

information

from

unauthorized

access

and

use,

we

use

security

measures

that

comply

with

federal

law.

These

measures

include

computer

safeguards

and

secured

files

and

buildings.

How

does

Victory

collect

my

personal

information?

We

collect

your

personal

information,

for

example,

when

you:

■

Open

an

account

or

make

deposits

or

withdrawals

from

your

account.

■

Give

us

your

contact

or

account

information.

■

Direct

us

to

buy

or

sell

securities.

We

also

collect

your

personal

information

from

others,

such

as

credit

bureaus,

affiliates,

or

other

companies.

Why

can’t

I

limit

all

sharing?

Federal

law

gives

you

the

right

to

limit

only:

■

Sharing

among

affiliated

companies

for

everyday

business

purposes

information

about

your

creditworthiness

and

insurability.

■

Affiliates

from

using

your

information

to

market

to

you.

■

Sharing

for

nonaffiliates

to

market

to

you.

State

laws

and

individual

companies

may

give

you

additional

rights

to

limit

sharing.

See

below

for

more

on

your

rights

under

state

law.

What

happens

when

I

limit

sharing

for

an

account

I

hold

jointly

with

someone

else?

Your

choices

will

apply

to

everyone

on

your

account.

Definitions

Victory

family

of

companies

(affiliates)

Companies

owned

or

controlled

by

Victory

Capital

Holdings,

Inc.

They

can

be

financial

and

nonfinancial

companies

in

the

Victory

family

of

companies.

■

The

Victory

family

of

companies

includes:

companies

with

a

Victory

Capital

name,

including

without

limitation

Victory

Capital

Services,

Inc.,

Victory

Capital

Transfer

Agency,

Inc.,

Victory

Capital

Management

Inc.

and

its

subsidiaries,

RS

Investments

(UK)

Limited,

RS

Investments

(Hong

Kong)

Limited,

and

RS

Investment

Management

(Singapore)

Pte.

Ltd.,

as

well

as

pooled

vehicles

managed

or

administered

by

Victory

Capital

Management

Inc.,

from

time

to

time.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

34

(Unaudited)

Non-Victory

companies

(nonaffiliates)

Companies

not

related

by

common

ownership

or

control.

They

can

be

financial

and

nonfinancial

companies.

■

We

only

share

with

non-Victory

companies

to

service

transactions

you

request

or

as

necessary

to

provide

our

services.

■

We

do

not

share

with

non-Victory

companies

so

they

can

market

their

products

to

you.

Joint

Marketing

A

formal

agreement

between

a

Victory

company

and

a

non-Victory

financial

company

to

market

the

non-Victory

company’s

products

or

services

to

you.

■

We

do

not

share

with

any

non-Victory

financial

company

for

joint

marketing.

Other

important

information

For

Nevada

Residents

:

Nevada

law

requires

that

we

tell

you

about

the

option

to

be

placed

on

our

internal

do-

not-call

list.

If

you’d

rather

not

receive

sales

calls

from

us,

please

call

(877)

660-4400

and

ask

to

speak

to

a

representative

so

we

can

place

you

on

our

do-not-call

list.

You

may

also

contact:

Bureau

of

Consumer

Protection

Office

of

the

Nevada

Attorney

General,

555

E.

Washington

Ave.,

Ste.

3900,

Las

Vegas,

NV

89101,

call

1-702-486-3132

or

Email:

BCPINFO@ag.state.nv.us.

For

Vermont

Residents

:

In

accordance

with

Vermont

law,

we

will

not

share

information

we

collect

about

you

with

companies

who

are

not

affiliates,

except

as

permitted

by

law,

such

as

with

your

consent

or

to

service

your

accounts.

We

will

not

share

information

about

your

creditworthiness

with

our

affiliates

without

your

authorization

or

consent,

but

we

may

share

information

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our

transactions

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experiences

with

you

with

our

affiliates

as

permitted

by

law.

For

California

Residents

:

In

accordance

with

California

law,

we

will

not

share

information

we

collect

about

you

with

nonaffiliates,

except

as

allowed

by

law.

For

example,

we

may

share

information

with

your

consent

or

to

service

your

accounts.

Among

our

affiliates,

we

will

limit

information

sharing

to

the

extent

required

by

California

law.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VVIF-RS-HYVIP-AR

(12/23)

December

31,

2023

Annual

Report

Victory

Variable

Insurance

Funds

Victory

RS

International

VIP

Series

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

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prices

The

latest

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news

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resources

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become

a

better

investor

A

section

dedicated

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investment

professionals

Whether

you’re

a

potential

investor

searching

for

the

fund

that

matches

your

investment

philosophy,

a

seasoned

investor

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ed

in

planning

tools,

or

an

investment

professional,

vcm.com

has

what

you

seek.

Visit

us

anytime.

We’re

always

open.

TABLE

OF

CONTENTS

Victory

Variable

Insurance

Funds

1

Shareholder

Letter

(Unaudited)

3

Managers’

Commentary

(Unaudited)

5

Investment

Overview

(Unaudited)

6

Investment

Objective

and

Portfolio

Holdings

(Unaudited)

7

Schedule

of

Portfolio

Investments

8

Financial

Statements

Statement

of

Assets

and

Liabilities

12

Statement

of

Operations

13

Statements

of

Changes

in

Net

Assets

14

Financial

Highlights

15

Notes

to

Financial

Statements

16

Report

of

Independent

Registered

Public

Accounting

Firm

23

Supplemental

Information

(Unaudited)

Trustee

and

Officer

Information

24

Proxy

Voting

and

Portfolio

Holdings

Information 

26

Expense

Example

26

Additional

Federal

Income

Tax

Information

27

Advisory

Contract

Approval

28

Privacy

Policy

30

2

Call

Victory

at:

800-539-FUND

(800-539-3863)

Visit

our

website

at:

vcm.com

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

3

Victory

Funds

Letter

to

Shareholders

(Unaudited)

Dear

Shareholder,

What

a

difference

a

year

can

make.

After

enduring

tumultuous

markets

and

steep

drawdowns

in

both

equities

and

bonds

during

2022,

investors

must

be

feeling

a

sense

of

relief.

Despite

the

ongoing

challenges

and

several

bouts

of

elevated

volatility,

we

all

benefitted

from

an

impressive

rebound

in

both

stock

and

bond

markets

during

our

most

recent

annual

reporting

period

ending

December

31,

2023.

Looking

back,

it

wasn’t

clear

sailing

all

year,

and

there

were

plenty

of

twists

and

turns

along

the

way.

The

year

got

off

to

a

quick

start

as

equity

investors

enjoyed

what

could

only

be

described

as

a

relief

rally.

Markets

rebounded

in

January

after

the

excessive

selling

of

2022.

In

the

United

States,

some

of

the

most

beaten

down

growth

sectors

that

were

punished

during

the

period

of

sharply

rising

interest

rates

led

the

market

higher.

But

the

rebound

was

threatened

in

March

due

to

some

unusual

turmoil

within

the

banking

sector,

which

resulted

in

the

collapse

of

a

few

large

regional

banks.

This

ratcheted

up

volatility

for

a

little

while

as

investors

feared

a

wider

banking

crisis;

however,

the

U.S.

Federal

Reserve

(the

“Fed”)

took

the

necessary

steps

to

quickly

restore

confidence

in

the

banking

system.

It

also

helped

that

the

Fed

paused

its

rate

hikes

as

inflation

data

finally

began

to

cool.

Financial

markets

resumed

their

rally

in

the

second

quarter

and

into

the

summer,

but

the

momentum

again

reversed

later

in

the

third

quarter.

Investors

wondered

if

the

Fed

would

be

able

to

remove

all

the

excess

liquidity

that

had

been

used

to

support

the

economy

during

the

pandemic

without

causing

a

recession.

Ironically,

good

news

on

the

economy

had

become

bad

news

on

the

interest-rate

outlook.

We

were

all

waiting

for

labor

markets

to

moderate,

which

would

help

keep

wages

in

check

and

ensure

inflation

would

not

worsen.

The

market

began

struggling

with

the

renewed

notion

that

interest

rates

would

remain

“higher-for-longer,”

which

seemingly

became

the

Fed’s

new

mantra.

Deep

into

the

third

quarter

investors

were

dealing

with

yet

another

bout

of

turmoil

as

yields

pushed

higher

and

eventually

peaked

for

the

year.

This

was

widely

interpreted

as

a

warning

sign

for

future

economic

growth,

and

many

pundits

were

also

predicting

an

imminent

recession.

Fortunately,

it

was

a

false

alarm

and

sentiment

flipped

as

we

approached

year-end.

Economic

growth

proved

resilient,

corporate

earnings

continued

to

meet

or

exceed

expectations,

labor

markets

eased,

and

key

measures

of

inflation

moderated.

All

this

gave

the

Fed

the

leeway

to

back

off—and

likely

end—its

historic

rate-hike

campaign.

Not

surprisingly,

the

fourth

quarter

finished

with

a

strong

rally

in

equity

markets,

and

with

declining

yields

and

rising

bond

prices.

Investors

cheered!

In

terms

of

the

numbers,

the

S&P

500

®

Index,

the

bell-weather

proxy

for

our

domestic

stock

market,

delivered

an

impressive

total

return

of

more

than

26%

for

our

annual

reporting

period.

Bonds

also

rebounded

from

a

dreadful

prior

year.

The

Bloomberg

U.S.

Aggregate

Bond

Index—a

proxy

for

a

diversified

fixed

income

portfolio

and

one

that

many

investors

and

institutions

follow

closely—delivered

a

total

return

of

5.53%

for

the

year.

Although

the

story

of

2023

had

a

happy

ending,

it’s

important

to

remember

that

it

was

a

winding

road

replete

with

many

challenges.

As

we

have

championed

before,

it’s

vital

to

remain

calm

in

the

face

of

adversity,

but

it’s

also

important

to

resist

unbridled

optimism

when

markets

rally

strongly. We

believe

the best

approach

is

to

stay

even

keeled

and

unemotional,

and

that

you

should

understand your

own

risk

tolerance,

maintain

a

well-diversified

portfolio

across

asset

classes

and

investment

types,

and

make

a

long-term

plan

and

stick

to

it.

We

still

believe

that’s

the

best

formula

for

success.

4

On

the

following

pages

you

will

find

information

relating

to

your

Victory

Funds

investment.

If

you

have

any

questions,

we

encourage

you

to

contact

your

financial

advisor. If

you

invest

with

us

directly,

you

may

call

800-539-3863 or

visit

our

website

at

vcm.com.

From

all

of

us

here

at

Victory

Capital,

thank

you

for

letting

us

help

you

work

toward

your

investment

goals.

James

De

Vries

President,

Victory

Funds

5

Victory

RS

International

VIP

Series

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

International

equities,

as

measured

by

the

MSCI

EAFE

Index

(the

“Index”),

advanced

18.24%

over

the

12-month

reporting

period

ended

December

31,

2023,

as

moderating

inflation

and

decelerating

interest

rates

eased

recession

concerns

and

buoyed

share

prices.

The

year

started

well

as

softening

inflation

and

the

re-opening

of

China

from

its

strict

Covid

policies

encouraged

investors.

The

forced

merger

of

Credit

Suisse

with

UBS

and

the

failures

of

Silicon

Valley

Bank

and

Signature

Bank

in

the

United

States

raised

questions

about

the

health

of

the

banking

sector

and

temporarily

paused

market

gains.

The

information

technology

sector

led

markets

in

the

second

quarter,

supported

by

investor

fervor

around

artificial

intelligence,

while

the

materials

sector

faltered

on

weaker

prices

for

industrial

metals.

International

equities

gave

back

some

first

half

gains

in

the

third

quarter

of

2023,

as

technology

shares

reverted

after

their

strong

first

half

run,

with

energy

stocks

proving

more

resilient.

The

fourth

quarter

saw

stocks

rally

broadly

on

expectations

of

declining

interest

rates

in

2024.

Sectors

poised

to

benefit

from

rate

cuts

such

as

technology,

real

estate

and

industrials

performed

well

for

the

period,

while

energy

underperformed

amid

weaker

fuel

prices.

How

did

Victory

RS

International

VIP

Series

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

seeks

to

provide

long-term

capital

appreciation.

The

Fund

returned

20.02%

for

the

12-month

period

ended

December

31,

2023,

outperforming

the

Index,

which

returned

18.24%

for

the

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

RS

Global

team

employs

a

blended

investment

approach

that

relies

on

both

rigorous

quantitative

techniques

and

experienced

analyst

judgment.

At

the

heart

of

the

investment

process

is

our

proprietary

QVS

(Quality,

Value

and

Sentiment)

Model,

which

is

designed

to

identify

companies

that

we

believe

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.

In

our

experience,

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

strategy

performance

than

allocation.

Positive

stock

selection

in

the

financials,

healthcare

and

industrials

sectors

supported

the

Fund’s

performance

relative

to

the

Index

for

the

period.

On

the

other

hand,

stock

selection

was

negative

in

the

communication

services

and

materials

sectors.

From

a

regional

perspective,

positive

stock

selection

in

Europe

and

Japan

contributed

to

relative

results,

while

stock

selection

was

negative

in

the

United

Kingdom

and

Asia/Pacific

ex

Japan.

Country-level

contributors

included

Denmark,

the

Netherlands,

and

Germany

while

country

detractors

included

Italy,

the

United

Kingdom,

and

an

overweight

allocation

to

Hong

Kong.

Individual

contributors

to

relative

performance

included

Dutch

semiconductor

equipment

provider

ASM

International

NV,

as

well

as

Danish

jewelry

maker

Pandora

A/S

and

Danish

pharmaceutical

provider

Novo

Nordisk

A/S,

Class

B.

Detractors

from

relative

performance

included

beverage

and

spirits

multinational

company

Diageo

PLC,

and

specialty

chemicals

maker

Croda

International

PLC,

both

based

in

the

United

Kingdom.

The

Fund’s

relative

performance

was

also

hampered

by

not

owning

ASML

Holding

NV,

a

Dutch

maker

of

semiconductor

lithography

machines

which

performed

well

within

the

Index.

6

Victory

RS

International

VIP

Series

Investment

Overview

(Unaudited)

High

double-digit

returns

are

attributable,

in

part,

to

unusually

favorable

market

conditions

and

may

not

be

repeated

or

consistently

achieved

in

the

future.

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

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

1

The

unmanaged

MSCI

EAFE

Index

measures

the

performance

of

large-

and

mid-cap

stocks

in

the

developed

markets,

excluding

the

U.S.

and

Canada.

The

index

covers

approximately

85%

of

the

free-float-adjusted

market

capitalization

in

each

country.

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

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.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

I

INCEPTION

DATE

2/8/91

Net

Asset

Value

MSCI

EAFE

Index

1

One

Year

20.02%

18.24%

Five

Year

8.55%

8.16%

Ten

Year

5.09%

4.28%

7

Victory

Variable

Insurance

Funds

Victory

RS

International

VIP

Series

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

appreciation.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Novo

Nordisk

A/S,

Class

B

3.5%

LVMH

Moet

Hennessy

Louis

Vuitton

SE

2.8%

Novartis

AG,

Registered

Shares

2.8%

L'Oreal

SA

2.7%

Nestle

SA,

Registered

Shares

2.6%

Roche

Holding

AG

2.5%

BHP

Group

Ltd.

2.5%

Siemens

AG,

Registered

Shares

2.3%

Atlas

Copco

AB,

Class

B

2.3%

Toyota

Motor

Corp.

2.3%

Financials

17.9%

Industrials

16.2%

Health

Care

13.9%

Consumer

Discretionary

11.9%

Consumer

Staples

9.9%

Information

Technology

7.7%

Materials

6.5%

Energy

4.2%

Utilities

3.5%

Communication

Services

3.3%

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Variable

Insurance

Funds

Victory

RS

International

VIP

Series

8

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(97.7%)

Australia

(6.9%):

Consumer

Discretionary

(1.0%):

Aristocrat

Leisure

Ltd.

...................................................

40,648

$

1,129,098

Financials

(1.2%):

Macquarie

Group

Ltd.

...................................................

11,343

1,419,627

Health

Care

(1.1%):

CSL

Ltd.

.............................................................

6,929

1,350,507

Materials

(2.5%):

BHP

Group

Ltd.

........................................................

88,439

3,020,824

Real

Estate

(1.1%):

Scentre

Group

.........................................................

645,115

1,313,431

8,233,487

Belgium

(0.9%):

Information

Technology

(0.9%):

Melexis

NV

...........................................................

10,980

1,106,502

China

(0.5%):

Communication

Services

(0.5%):

Tencent

Holdings

Ltd.

...................................................

17,100

645,633

Denmark

(4.8%):

Consumer

Discretionary

(1.3%):

Pandora

A/S

..........................................................

11,164

1,543,755

Health

Care

(3.5%):

Novo

Nordisk

A/S

,

Class

B

................................................

40,470

4,194,700

4,194,700

5,738,455

France

(11.8%):

Consumer

Discretionary

(3.8%):

La

Francaise

des

Jeux

SAEM

(a)

............................................

30,854

1,120,614

LVMH

Moet

Hennessy

Louis

Vuitton

SE

......................................

4,158

3,378,076

4,498,690

Consumer

Staples

(2.7%):

L'Oreal

SA

...........................................................

6,395

3,187,484

Energy

(0.7%):

Gaztransport

Et

Technigaz

SA

..............................................

5,929

785,285

Industrials

(2.5%):

Rexel

SA

.............................................................

42,881

1,176,764

Safran

SA

............................................................

10,462

1,844,311

3,021,075

Information

Technology

(0.5%):

Capgemini

SE

.........................................................

3,015

630,025

Materials

(1.6%):

Arkema

SA

...........................................................

16,976

1,933,610

14,056,169

Germany

(7.7%):

Consumer

Discretionary

(0.6%):

Volkswagen

AG

,

Preference

Shares

..........................................

5,423

668,329

Financials

(1.8%):

Allianz

SE

,

Registered

Shares

..............................................

8,219

2,196,161

Victory

Variable

Insurance

Funds

Victory

RS

International

VIP

Series

9

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Industrials

(2.3%):

Siemens

AG

,

Registered

Shares

.............................................

14,861

$

2,787,688

Information

Technology

(1.9%):

SAP

SE

..............................................................

14,966

2,303,281

Utilities

(1.1%):

RWE

AG

.............................................................

27,286

1,241,698

9,197,157

Hong

Kong

(2.0%):

Financials

(1.3%):

AIA

Group

Ltd.

........................................................

169,800

1,477,806

Real

Estate

(0.7%):

CK

Asset

Holdings

Ltd.

..................................................

172,500

865,827

2,343,633

Ireland

(0.7%):

Industrials

(0.7%):

Ryanair

Holdings

PLC

,

ADR

(b)

............................................

6,356

847,636

Italy

(1.0%):

Utilities

(1.0%):

Snam

SpA

............................................................

232,837

1,197,766

Japan

(22.1%):

Communication

Services

(1.8%):

Capcom

Co.

Ltd.

.......................................................

30,600

987,624

Kakaku.com,

Inc.

.......................................................

92,600

1,144,278

2,131,902

Consumer

Discretionary

(3.2%):

Toyota

Motor

Corp.

.....................................................

149,400

2,737,953

ZOZO,

Inc.

...........................................................

49,000

1,106,045

3,843,998

Consumer

Staples

(1.1%):

Toyo

Suisan

Kaisha

Ltd.

..................................................

24,100

1,243,648

Financials

(2.6%):

Mizuho

Financial

Group,

Inc.

..............................................

88,100

1,503,007

Tokio

Marine

Holdings,

Inc.

...............................................

64,300

1,601,361

3,104,368

Health

Care

(2.8%):

Hoya

Corp.

...........................................................

16,800

2,092,556

Shionogi

&

Co.

Ltd.

.....................................................

26,900

1,294,826

3,387,382

Industrials

(6.1%):

Fuji

Electric

Co.

Ltd.

....................................................

31,400

1,346,056

MISUMI

Group,

Inc.

....................................................

28,100

474,501

Mitsubishi

Heavy

Industries

Ltd.

............................................

26,900

1,566,451

Nippon

Yusen

KK

......................................................

47,500

1,467,175

OKUMA

Corp.

........................................................

16,800

721,710

Sanwa

Holdings

Corp.

...................................................

113,300

1,713,118

7,289,011

Information

Technology

(2.9%):

Disco

Corp.

...........................................................

3,700

913,907

Fujitsu

Ltd.

...........................................................

7,500

1,128,863

Oracle

Corp.

..........................................................

18,300

1,408,917

3,451,687

Victory

Variable

Insurance

Funds

Victory

RS

International

VIP

Series

10

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Real

Estate

(0.8%):

Sumitomo

Realty

&

Development

Co.

Ltd.

....................................

33,000

$

978,061

Utilities

(0.8%):

Tokyo

Gas

Co.

Ltd.

.....................................................

39,900

915,383

26,345,440

Netherlands

(5.7%):

Communication

Services

(1.0%):

Koninklijke

KPN

NV

....................................................

346,284

1,192,832

Financials

(1.7%):

ING

Groep

NV

........................................................

136,145

2,041,158

Industrials

(1.5%):

Wolters

Kluwer

NV

.....................................................

12,444

1,770,163

Information

Technology

(1.5%):

ASM

International

NV

...................................................

3,469

1,805,284

6,809,437

New

Zealand

(0.7%):

Health

Care

(0.7%):

Fisher

&

Paykel

Healthcare

Corp.

Ltd.

........................................

53,481

797,269

Norway

(1.2%):

Energy

(0.4%):

Aker

BP

ASA

.........................................................

15,914

462,459

Financials

(0.8%):

SpareBank

1

SMN

......................................................

70,100

978,648

1,441,107

Spain

(2.1%):

Communication

Services

(0.0%):(c)

Telefonica

SA

.........................................................

1

4

Financials

(2.1%):

Banco

Bilbao

Vizcaya

Argentaria

SA

.........................................

275,882

2,514,122

2,514,126

Sweden

(2.3%):

Industrials

(2.3%):

Atlas

Copco

AB

,

Class

B

.................................................

185,650

2,755,298

Switzerland

(13.0%):

Consumer

Staples

(3.8%):

Coca-Cola

HBC

AG

.....................................................

47,144

1,384,021

Nestle

SA

,

Registered

Shares

..............................................

26,836

3,111,752

4,495,773

Financials

(3.4%):

Partners

Group

Holding

AG

...............................................

1,358

1,964,186

UBS

Group

AG

........................................................

66,404

2,063,226

4,027,412

Health

Care

(5.8%):

Novartis

AG

,

Registered

Shares

.............................................

33,129

3,347,372

Roche

Holding

AG

......................................................

10,511

3,056,390

Sandoz

Group

AG

(b)

....................................................

17,890

575,765

6,979,527

15,502,712

United

Kingdom

(14.3%):

Consumer

Discretionary

(2.0%):

Greggs

PLC

...........................................................

35,615

1,180,389

Victory

Variable

Insurance

Funds

Victory

RS

International

VIP

Series

11

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Next

PLC

............................................................

11,217

$

1,159,333

2,339,722

Consumer

Staples

(2.4%):

Diageo

PLC

...........................................................

41,754

1,515,177

Imperial

Brands

PLC

....................................................

56,527

1,301,442

2,816,619

Energy

(3.1%):

BP

PLC

..............................................................

187,171

1,109,350

Shell

PLC

............................................................

80,831

2,645,420

3,754,770

Financials

(3.0%):

Barclays

PLC

.........................................................

317,836

622,225

HSBC

Holdings

PLC

....................................................

309,698

2,504,964

Legal

&

General

Group

PLC

...............................................

140,634

449,336

3,576,525

Industrials

(0.8%):

Ashtead

Group

PLC

.....................................................

13,603

945,323

Materials

(2.4%):

Croda

International

PLC

..................................................

10,307

662,860

Rio

Tinto

PLC

.........................................................

30,111

2,239,259

2,902,119

Utilities

(0.6%):

Centrica

PLC

..........................................................

426,133

763,783

17,098,861

Total

Common

Stocks

(Cost

$86,880,322)

116,630,688

Exchange-Traded

Funds

(0.1%)

United

States

(0.1%):

iShares

MSCI

EAFE

ETF

.................................................

2,169

163,434

Total

Exchange-Traded

Funds

(Cost

$138,678)

163,434

Total

Investments

(Cost

$87,019,000)

—

97.8%

116,794,122

Other

assets

in

excess

of

liabilities

—

2.2%

2,649,826

NET

ASSETS

-

100.00%

$

119,443,948

(a)

Rule

144A

security

or

other

security

that

is

restricted

as

to

resale

to

institutional

investors.

As

of

December

31,

2023,

the

fair

value

of

these

securities

was

$1,120,614

and

amounted

to

0.9%

of

net

assets.

(b)

Non-income

producing

security.

(c)

Amount

represents

less

than

0.05%

of

net

assets.

ADR

—

American

Depositary

Receipt

ETF

—

Exchange-Traded

Fund

PLC

—

Public

Limited

Company

Statement

of

Assets

and

Liabilities

December

31,

2023

12

See

notes

to

financial

statements.

Victory

Variable

Insurance

Funds

Victory

RS

International

VIP

Series

Assets:

Investments,

at

value

(Cost

$87,019,000)

$

116,794,122‌

Foreign

currency,

at

value

(Cost

$92,238)

93,564‌

Cash

756,738‌

Receivables:

Interest

and

dividends

43,746‌

Capital

shares

issued

12,027‌

Investments

sold

1,759,908‌

From

Adviser

34,325‌

Reclaims

855,554‌

Prepaid

expenses

182‌

Total

Assets

120,350,166‌

Liabilities:

Payables:

Investments

purchased

734,885‌

Capital

shares

redeemed

14,102‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

79,844‌

Administration

fees

6,348‌

Custodian

fees

7,297‌

Transfer

agent

fees

104‌

Sub-Transfer

agent

fees

33,632‌

Compliance

fees

89‌

Trustees'

fees

133‌

Other

accrued

expenses

29,784‌

Total

Liabilities

906,218‌

Commitments

and

contingencies

(Note

4

)

Net

Assets:

Capital

91,562,337‌

Total

accumulated

earnings/(loss)

27,881,611‌

Net

Assets

$

119,443,948‌

Shares

(unlimited

shares

authorized

with

a

par

value

of

$0.001

per

share):

7,007,331‌

Net

asset

value:

$

17.05‌

Statement

of

Operations

For

the

Year

Ended

December

31,

2023

13

See

notes

to

financial

statements.

Victory

Variable

Insurance

Funds

Victory

RS

International

VIP

Series

Investment

Income:

Dividends

$

3,783,208‌

Interest

46,337‌

Securities

lending

(net

of

fees)

7,376‌

Foreign

tax

withholding

(420,261‌)

Total

Income

3,416,660‌

Expenses:

Investment

advisory

fees

928,984‌

Administration

fees

64,264‌

Sub-Administration

fees

17,000‌

Custodian

fees

45,330‌

Transfer

agent

fees

390‌

Sub-Transfer

agent

fees

138,355‌

Trustees'

fees

9,502‌

Compliance

fees

1,062‌

Legal

and

audit

fees

24,610‌

Other

expenses

49,716‌

Total

Expenses

1,279,213‌

Expenses

waived/reimbursed

by

Adviser

(199,137‌)

Net

Expenses

1,080,076‌

Net

Investment

Income

(Loss)

2,336,584‌

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

1,159,937‌

Net

change

in

unrealized

appreciation/depreciation

on

investment

securities

and

foreign

currency

translations

17,787,845‌

Net

realized/unrealized

gains

(losses)

on

investments

18,947,782‌

Change

in

net

assets

resulting

from

operations

$

21,284,366‌

14

Victory

Variable

Insurance

Funds

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

RS

International

VIP

Series

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

2,336,584‌

$

3,342,673‌

Net

realized

gains

(losses)

1,159,937‌

(

1,826,855‌

)

Net

change

in

unrealized

appreciation/depreciation

17,787,845‌

(

24,929,525‌

)

Change

in

net

assets

resulting

from

operations

21,284,366‌

(

23,413,707‌

)

Change

in

net

assets

resulting

from

distributions

to

shareholders

(

3,135,641‌

)

(

12,698,566‌

)

Change

in

net

assets

resulting

from

capital

transactions

(

12,977,255‌

)

129,577‌

Change

in

net

assets

5,171,470‌

(

35,982,696‌

)

Net

Assets:

Beginning

of

period

114,272,478‌

150,255,174‌

End

of

period

$

119,443,948‌

$

114,272,478‌

Capital

Transactions:

Proceeds

from

shares

issued

$

3,011,765‌

$

7,271,942‌

Distributions

reinvested

3,135,641‌

12,698,566‌

Cost

of

shares

redeemed

(

19,124,661‌

)

(

19,840,931‌

)

Change

in

net

assets

resulting

from

capital

transactions

$

(

12,977,255‌

)

$

129,577‌

Share

Transactions:

Issued

187,300‌

457,593‌

Reinvested

185,541‌

833,107‌

Redeemed

(

1,198,544‌

)

(

1,231,984‌

)

Change

in

Shares

(

825,703‌

)

58,716‌

Victory

Variable

Insurance

Funds

Financial

Highlights

For

a

Share

Outstanding

Throughout

Each

Period

15

See

notes

to

financial

statements.

Victory

RS

International

VIP

Series

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$14.59

$19.33

$17.60

$17.48

$15.47

Investment

Activities:

Net

investment

income

(loss)(a)

0.32

0.44

0.39

0.32

0.43

Net

realized

and

unrealized

gains

(losses)

2.60

(3.46)

2.13

0.75

3.09

Total

from

Investment

Activities

2.92

(3.02)

2.52

1.07

3.52

Distributions

to

Shareholders

from:

Net

investment

income

(0.46)

(0.42)

(0.37)

(0.45)

(0.39)

Net

realized

gains

—

(1.30)

(0.42)

(0.50)

(1.12)

Total

Distributions

(0.46)

(1.72)

(0.79)

(0.95)

(1.51)

Net

Asset

Value,

End

of

Period

$17.05

$14.59

$19.33

$17.60

$17.48

Total

Return(b)(c)

20.02%

(15.81)%

14.37%

6.24%

22.79%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

0.93%

0.93%

0.93%

0.93%

0.93%

Net

Investment

Income

(Loss)

2.01%

2.71%

2.02%

2.02%

2.49%

Gross

Expenses(d)

1.10%

1.10%

1.01%

0.98%

0.96%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$119,444

$114,272

$150,255

$147,783

$149,034

Portfolio

Turnover

23%

27%

35%

54%

32%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Total

returns

do

not

reflect

the

effects

of

charges

deducted

pursuant

to

the

terms

of

The

Guardian

Insurance

&

Annuity

Company,

Inc.'s

variable

contracts.

Inclusion

of

such

charges

would

reduce

the

total

returns

for

all

periods

shown.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

Notes

to

Financial

Statements

December

31,

2023

Victory

Variable

Insurance

Funds

16

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 six

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 Victory

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.

Victory

Capital

Management

Inc.

(“VCM”

or

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

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 Fund

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

(unadjusted)

in

active

markets

for

identical

securities

Level

2

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

or

credit

spreads,

applicable

to

those

securities,

etc.)

Level

3

—

significant

unobservable

inputs

(including

the

Adviser’s

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

risks

associated

with

entering

into

those

investments.

The Adviser,

appointed

as

the

valuation

designee

by the

Trust's

Board

of

Trustee

(the

"Board"),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

to

Board

oversight,

the

Committee

administers

and

oversees

the

Fund’s

valuation

policies

and

procedures,

which

were

approved

by

the

Board.

Portfolio

securities

listed

or

traded

on

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”),

and

American

Depositary

Receipts,

are

valued

at

the

last

sale

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

closing 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,

other

than

ETFs, are

valued

at their

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 its

international

equity

securities.

The

valuations

are categorized

as

Level

2

in

the

fair

value

hierarchy.

A

summary

of

the

valuations

as

of

December

31,

2023, based

upon

the

three

levels

defined

above,

is

included

in

the

table

below

while

the

breakdown,

by

category,

of

investments

is

disclosed

on

the

Schedule

of

Portfolio

Investments:

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

17

As

of December

31,

2023,

there

were

no

transfers

into/out

of

Level

3.

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. Among

other

purposes,

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

the

ETF

is

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.

Derivative

Instruments:

Foreign

Exchange

Currency

Contracts:

The

Fund

may

enter

into

foreign

exchange

currency

contracts

to

convert

U.S.

dollars

to

and

from

various

foreign

currencies.

A

foreign

exchange

currency

contract

is

an

obligation

by the

Fund

to

purchase

or

sell

a

specific

currency

at

a

future

date

at

a

price

(in

U.S.

dollars)

set

at

the

time

of

the

contract.

The

Fund

does

not

engage

in

“cross-currency”

foreign

exchange

contracts

(i.e.,

contracts

to

purchase

or

sell

one

foreign

currency

in

exchange

for

another

foreign

currency).

The

Fund’s

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. 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.

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). As

of December

31,

2023,

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

and recorded

daily

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.

Non-cash

dividends

included

in

income,

if

any,

are

recorded

at

the

fair

value

of

the

securities

received. 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

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

Level

1

Level

2

Level

3

Total

Victory

RS

International

VIP

Series

Common

Stocks

............................

$

1,423,393

$

115,207,295

$

—

$

116,630,688

Exchange-Traded

Funds

......................

163,434

—

—

163,434

Total

....................................

$

1,586,827

$

115,207,295

$

—

$

116,794,122

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

18

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,

2023,

the

Fund

did

not

have

any

securities

on

loan. 

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,

if

any,

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,

if

any,

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:

The

Fund

intends

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,

2023,

the

Fund

did

not

incur

any

income

tax,

interest,

or

penalties,

and

has

recorded

no

liability

for

net

unrecognized

tax

benefits

relating

to

uncertain

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 the

Fund

are

charged

to the

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,

2023,

were

as

follows:

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.

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

RS

International

VIP

Series

......................................................

$

25,972,444

$

39,851,293

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

19

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,

2023,

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

paid

an

administration

fee

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:

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statement

of

Operations

as

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

an

affiliate

of

Citibank,

acts

as

sub-administrator

and

sub-fund

accountant

to

the

Fund

pursuant

to

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

a

fee

for

providing

these

services.

The Fund

reimburses

VCM

and

Citi

for

out-of-pocket

expenses

incurred

in

providing

these

services

and

certain

other

expenses

specifically

allocated

to

the

Fund.

Amounts

incurred

for

the year

ended

December

31,

2023,

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

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

in

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

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,

2023,

are

reflected

on

the

Statement

of

Operations

as

Transfer

agent

fees.

Sub-Transfer

Agency

Fees: 

The

Fund

has

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

to

customers

of

the

intermediaries

that

hold

positions

in

the

Fund

and

has

agreed

to

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Fund

primarily

through

the

use

of

omnibus

accounts

on

behalf

of

their

customers

who

hold

positions

in

the

Fund.

These

services

would

have

been

provided

by

the

Fund’s

transfer

agent

and

other

service

providers

if

the

shareholders’

accounts

were

maintained

directly

at

the

Fund’s

transfer

agent.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statement

of

Operations

as

Sub-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,

2023,

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 Trust

until

at

least

April

30,

2024.

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 the

Fund’s

business

are

excluded

from

the

expense

limit.

As

of

December

31,

2023,

the

expense

limit (excluding

voluntary

waivers) was:

Under

the

terms

of

the

expense

limitation

agreement, 

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

Net

Assets

Up

to

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

In

effect

until

April

30,

2024

Victory

RS

International

VIP

Series

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.93%

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

20

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.

The

Fund

has

not

recorded

any

amounts

available

to

be

repaid

to

the

Adviser

as

a

commitment

and

contingency

liability

due

to

an

assessment

that

such

repayments

are

not

probable

at

December

31,

2023.

As

of December

31,

2023,

the

following amounts

are

available

to

be

repaid

to

the

Adviser. 

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 are

not

available

to

be

recouped

at

a

future

time.

There

were

no

voluntary

waivers

or

reimbursements

for

the year

ended

December

31,

2023.

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.

Market

Risk

—

Overall

market

risks

may

affect

the

value

of

the

Fund.

Domestic

and

international

factors

such

as

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

a

particular

foreign

country,

its

nationals,

businesses,

or

industries;

and

related

geopolitical

events,

as

well

as

environmental

disasters

such

as

earthquakes,

fires,

and

floods,

or

other

catastrophes,

may

add

to

instability

in

global

economies

and

markets

generally,

and

may

lead

to

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

in

one

country

or

region

might

adversely

affect

issuers

in

another

country

or

region.

The

impact

of

these

and

other

factors

may

be

short-term

or

may

last

for

extended

periods.

Foreign

Securities

Risk

— Foreign

markets

can

be

more

volatile

than

the

U.S.

market

due

to

increased

risks

of

adverse

issuer,

political,

regulatory,

market,

or

economic

developments

and

can

perform

differently

from

the

U.S.

market.

Global

markets,

or

those

in

a

particular

region,

may

all

react

in

similar

fashion

to

important

political,

economic,

or

other

developments.

Events

and

evolving

conditions

in

certain

economies

or

markets

may

alter

the

risks

associated

with

investments

tied

to

countries

or

regions

that

historically

were

perceived

as

comparatively

stable

and

make

such

investments

riskier

and

more

volatile.

Certain

Russian

securities

held

by

the

Fund

had

declared

dividends,

however

there

is

no

assurance

these

dividends

can

be

collected

by

the

Fund.

As

a

result,

all

such

dividend

receivables

related

to

these

Russian

securities

are

valued

at

zero

as

of

the

current

fiscal

year-end.

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.

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,

2023,

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

paid

a

pro-rata

portion

of

the

commitment

fees

plus

any

interest

on

amounts

borrowed.

Interest

is

based

on

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

27,

2023,

the

agreement

was

renewed

with

a

termination

date

of

June 24,

2024, and

the

annual

commitment

fee

of

0.15%

remained

unchanged. Interest

charged

to

the

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,

2023.

Interfund

Lending:

The

Trust

and

the

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

Expires

2024

Expires

2025

Expires

2026

Total

Victory

RS

International

VIP

Series

........................................

$

115,399

$

202,948

$

199,137

$

517,484

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

21

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

(as

defined

in

the

Order),

interest

charged

to

the

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statement

of

Operations

under

Interfund

lending

fees.

As

a

Lender

(as

defined

in

the

Order),

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,

2023.

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,

2023,

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).

As

of

December

31,

2023,

the

components

of

accumulated

earnings/(loss)

on

a

tax

basis

were

as

follows:

*

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

company

adjustments.

As

of December

31,

2023,

the

Fund

had

net

capital

loss

carryforwards as

shown

in the

table

below.

It

is

unlikely

that

the

Board

will

authorize

a

distribution

of

capital

gains

realized

in

the

future

until

the

capital

loss

carryforwards

have

been

used.

During

the

tax

year

ended

December

31,

2023,

the

Fund

utilized

$(989,775) of

capital

loss

carryforwards.

As

of December

31,

2023,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

as

follows: 

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Total

Distributions

Paid

Victory

RS

International

VIP

Series

..............................................................

$

3,135,641

$

3,135,641

Year

Ended

December

31,

2022

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

Victory

RS

International

VIP

Series

.................................................

$

5,107,519

$

7,591,047

$

12,698,566

Undistributed

Ordinary

Income

Accumulated

Earnings

Accumulated

Capital

And

Other

Losses

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Victory

RS

International

VIP

Series

...................

$

3,095,651

$

3,095,651

$

(1,116,461)

$

25,902,421

$

27,881,611

Short-Term

Amount

Long-Term

Amount

Total

Victory

RS

International

VIP

Series

.........................................

$

(1,116,461)

$

—

$

(1,116,461)

Cost

of

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Victory

RS

International

VIP

Series

....................

$

90,939,655

$

32,010,039

$

(6,155,572)

$

25,854,467

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

22

8.

New

Regulatory

Pronouncement:

In

October

2022,

the

SEC

adopted

the

Tailored

Shareholder

Reports

Rule

and

form

amendments

that

require,

among

other

things,

mutual

funds

and

ETFs

to

prepare

and

transmit

streamlined

annual

and

semi-annual

shareholder

reports.

In

connection

with

these

amendments,

certain

information

that

was

previously

disclosed

in

shareholder

reports

will

instead

be

made

available

online,

delivered

free

of

charge

upon

request,

and

filed

with

the

SEC

on

a

semi-annual

basis.

Also

in

connection

with

these

amendments,

annual

and

semi-annual

reports

will

be

provided

directly

to

shareholders,

either

in

paper

or

(if

the

shareholder

has

so

elected)

electronically.

Compliance

with

the

rule

and

form

amendments

begins

in

July

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Fund.

23

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,

2023,

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

five

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,

2023,

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

five

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

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,

2023,

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.

COHEN

&

COMPANY,

LTD.

Cleveland,

Ohio

February

15,

2024

Supplemental

Information

December

31,

2023

Victory

Variable

Insurance

Funds

24

(Unaudited)

Trustee

and

Officer

Information

Board

of

Trustees:

Overall

responsibility

for

management

of

the

Trust

rests

with

the

Board.

The

Trust

is

managed

by

the

Board

in

accordance

with

the

laws

of

the

State

of

Delaware.

There

are

currently

nine

Trustees,

eight

of

whom

are

not

“interested

persons”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Independent

Trustees”)

and

one

of

whom

is

an

“interested

person”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Interested

Trustee”).

The

Trustees,

in

turn,

elect

the

officers

of

the

Trust

to

actively

supervise

its

day-to-day

operations.

The

following

tables

list

the

Trustees,

their

date

of

birth,

position

with

the

Trust,

commencement

of

service,

principal

occupations

during

the

past

five

years,

and

any

directorships

of

other

investment

companies

or

companies

whose

securities

are

registered

under

the

Securities

Exchange

Act

of

1934,

as

amended,

or

who

file

reports

under

that

Act.

Each

Trustee

oversees 6

portfolios

in

the

Trust,

37

portfolios

in

Victory

Portfolios,

and 27

portfolios

in

Victory

Portfolios

II,

each

a

registered

investment

company

that,

together

with

the

Trust,

comprise

the

Victory

Fund

Complex.

Each

Trustee’s

address

is

c/o

Victory

Portfolios,

4900

Tiedeman

Road,

4th

Floor,

Brooklyn,

Ohio

44144.

*

The

Board

has

designated

Ms.

Beard

as

its

Audit

Committee

Financial

Expert.

**

Mr.

Bushe

retired

from

the

Board

effective

January

1,

2024.

***

Mr.

Pettee

was

appointed

to

serve

as

an

Independent

Trustee

of

the

Trust

effective

January

1,

2024.

****

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.

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,

(October

1951)

Trustee

February

2005

Consultant

(since

2006).

None.

Nigel

D.

T.

Andrews,

(April

1947)

Trustee

August

2002

Retired.

Director,

Carlyle

Secured

Lending,

Inc.

(formerly

TCG

BDC

I,

Inc.)

(since

2012);

Director,

Carlyle

Credit

Solutions,

Inc.

(formerly

TCG

BDC

II,

Inc.)

(since

2017);

Trustee,

Carlyle

Secured

Lending

III

(since

2021).

E.

Lee

Beard,*

(October

1951)

Trustee

February

2005

Retired.

None.

Dennis

M.

Bushe,**

(October

1951)

Trustee

July

2016

Retired.

None.

John

L.

Kelly,

(April

1953)

Chair

and

Trustee

February

2015

Managing

Partner,

Active

Capital

Partners

LLC

(since

October

2017).

Director,

Caledonia

Mining

Corporation

(since

May

2012).

David

L.

Meyer,

(April

1957)

Trustee

December

2008

Retired.

None.

Gloria

S.

Nelund,

(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,

(December

1944)

Trustee

February

1998

Private

Investor.

Chair,

Caledonia

Mining

Corporation

(2013-2023).

Advisory

Trustee

Timothy

Pettee,***

(April

1958)

Advisory

Trustee

January

2023

Chief

Investment

Officer,

Hoya

Capital

Real

Estate

LLC

(since

February

2022);

Chief

Investment

Officer,

Sun

America

Asset

Management

Corp.

(January

2003-

July

2021).

None.

Interested

Trustee

David

C.

Brown,****

(May

1972)

Trustee

May

2008

Chief

Executive

Officer

and

Chairman

(since

2013),

the

Adviser;

Chief

Executive

Officer

and

Chairman

(since

2013),

Victory

Capital

Holdings,

Inc.;

Director

(since

2013),

Victory

Capital

Services,

Inc.;

Director

(since

2019),

Victory

Capital

Transfer

Agency,

Inc.

Trustee,

Victory

Portfolios

III;

Board

Member,

Victory

Capital

Services,

Inc.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

25

(Unaudited)

Officers:

The

officers

of

the

Trust

are

elected

by

the

Board

to

actively

supervise

the

Trust’s

day-to-day

operations.

The

officers

of

the

Trust,

their

date

of

birth,

the

length

of

time

served,

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

15935

La

Cantera

Parkway,

San

Antonio,

Texas

78256.

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

James

K.

De

Vries,

(April

1969)

President

May

2023

Head

of

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Executive

Director,

the

Adviser

(7/1/19-4/30/23);

Executive

Director,

Investment

and

Financial

Administration,

USAA

(2012-

6/30/19);

Treasurer,

USAA

Mutual

Funds

Trust

(2018-4/30/23).

Mr.

De

Vries

also

serves

as

the

Principal

Executive

Officer

for

the

Funds,

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Scott

A.

Stahorsky,

(July

1969)

Vice

President

December

2014

Director,

Third-Party

Dealer

Services

&

Reg

Administration,

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Manager,

Fund

Administration,

the

Adviser

(2015-4/30/23).

Mr.

Stahorsky

also

serves

as

Vice

President

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Thomas

Dusenberry,

(July

1977)

Secretary

May

2022

Director,

Fund

Administration,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2022-4/30/23);

Treasurer

and

Principal

Financial

Officer

(2020-2022),

Assistant

Treasurer

(2019),

Salient

MF

Trust,

Salient

Midstream,

MLP

Fund,

and

Forward

Funds;

Principal

Financial

Officer

(2018-

2021)

and

Treasurer

(2020-2021),

Salient

Private

Access

Funds

and

Endowment

PMF

Funds;

Senior

Vice

President

of

Fund

Accounting

and

Operations,

Salient

Partners

(2020-2022);

Director

of

Fund

Operations,

Salient

Partners

(2016-2019).

Mr.

Dusenberry

also

serves

as

Secretary

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Allan

Shaer,

(March

1965)

Treasurer

May

2017

Senior

Vice

President,

Financial

Administration,

Citi

Fund

Services

Ohio,

Inc.

(since

2016).

Mr.

Shaer

also

serves

as

the

Funds’

Principal

Financial

and

Accounting

Officer.

Mr.

Shaer

also

serves

as

Treasurer

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Christopher

A.

Ponte,

(March

1984)

Assistant

Treasurer

December

2017

Director,

Fund

and

Broker

Dealer

Finance,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2017-4/30/23);

Chief

Financial

Officer,

Victory

Capital

Services,

Inc.

(since

2018).

Mr.

Ponte

also

serves

as

Assistant

Treasurer

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Carol

D.

Trevino,

(October

1965)

Assistant

Treasurer

February

2023

Director,

Financial

Reporting,

Fund

Administration,

the

Adviser

(5/1/23-present);

Director,

Accounting

and

Finance,

the

Adviser

(7/1/19-4/30/23);

Accounting/Financial

Director,

USAA

(12/13-

6/30/19).

Ms.

Trevino

also

serves

as

Assistant

Treasurer

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Sean

Fox,

(September

1976)

Chief

Compliance

Officer

June

2022

Senior

Compliance

Officer,

the

Adviser

(2019-present);

Compliance

Officer,

the

Adviser

(2015-2019).

Mr.

Fox

also

serves

as

Chief

Compliance

Officer

for

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Michael

Bryan,

(December

1962)

Anti-Money

Laundering

Compliance

Officer

and

Identity

Theft

Officer

May

2023

Vice

President,

CCO

Compliance

Support

Services,

Citi

Fund

Services

Ohio,

Inc.

(2008-present).

Mr.

Bryan

also

serves

as

the

Anti-Money

Laundering

Compliance

Officer

and

identity

Theft

Officer

for

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Jay

G.

Baris,

(January

1954)

Assistant

Secretary

February

1998

Partner,

Sidley

Austin

LLP

(since

2020);

Partner,

Shearman

&

Sterling

LLP

(2018-2020).

Victory

Variable

Insurance

Funds

26

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Proxy

Voting

and

Portfolio

Holdings

Information 

Proxy

Voting:

Information

regarding

the

Fund’s

policies

and

procedures

—

which

describes

how

we

vote

proxies

relating

to

portfolio

securities

—

is

included

in

the

Fund’s

Statement

of

Additional

Information

on

our

website

or

upon

request

by

calling

800-539-3863.

The

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

12

months

ended

June

30

by

August

31.

The

proxy

voting

record

is

available

free

of

charge

on

the

SEC

website

at sec.gov and

on

our

website.

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-P

and

is

available

on

the

SEC’s

website

at

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,

2023,

through

December

31,

2023.

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

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

Victory

RS

International

VIP

Series

...........

$

1,000.00

$

1,082.30

$

1,020.52

$

4.88

$

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).

Victory

Variable

Insurance

Funds

27

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Additional

Federal

Income

Tax

Information 

For

the

fiscal

year

ended

December

31,

2023,

the

Fund

hereby

designates

the

maximum

amount

allowable

of

its

net

taxable

income

as

qualified

dividends

taxed

at

individual

net

capital

gain

rates.

Shareholders

will

be

notified

via

IRS

Form

1099

of

the

amounts

for

use

in

preparing

their

income

tax

return.

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,

2023,

were $0.49

and

$0.05,

respectively.

Victory

Variable

Insurance

Funds

28

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Considerations

of

the

Board

in

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

on

behalf

of

the

Fund

at

a

meeting,

which

was

called

for

that

purpose,

on

December

5,

2023.

The

Board

also

considered

information

relating

to

the

Fund

and

the

Agreement

provided

throughout

the

year

and,

more

specifically,

at

the

meetings

on

October

17,

2023

and

December

5,

2023.

In

considering

whether

to

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Fund

to

assist

it

in

evaluating

the

terms

of

the

Agreement.

In

response

to

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

to

the

continuation

of

the

Agreement.

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.

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)

and

whether

breakpoints

would

be

appropriate;

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

business

and

services

with

respect

to

the

Fund

and

with

respect

to

all

the

funds

as

a

whole.

The

Board

retained

an

independent,

third-party

consultant

to

provide

comparative

information

about

fees,

expenses

and

performance,

and

to

design

and

maintain

a

database

of

relevant

information

designed

to

assist

the

Board

in

retrieving

and

analyzing

comparative

information.

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.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

29

(Unaudited)

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,

2023,

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-

and

three-year

periods,

outperformed

the

benchmark

index

for

the

five-

and

ten-year

periods,

outperformed

the

peer

group

median

of

the

one-,

five-

and

ten-year

periods,

and

underperformed

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:

(i)

the

Adviser’s

services

benefitted

the

Fund’s

shareholders,

particularly

in

light

of

the

nature

of

the

Fund

and

the

services

required

to

support

the

Fund;

(ii)

it

was

generally

satisfied

with

the

nature,

quality

and

extent

of

the

services

provide

by

the

Adviser

to

the

Fund;

and

(iii)

the

Agreement,

on

behalf

of

the

Fund,

was

consistent

with

the

best

interests

of

the

Fund

and

its

shareholders.

Accordingly,

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

entails

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

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

of

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

of

the

Adviser.

Victory

Variable

Insurance

Funds

30

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Privacy

Policy

Facts

WHAT

DOES

VICTORY

DO

WITH

YOUR

PERSONAL

INFORMATION?

Why?

Financial

companies

choose

how

they

share

your

personal

information.

Federal

law

gives

consumers

the

right

to

limit

some,

but

not

all

sharing.

Federal

law

also

requires

us

to

tell

you

how

we

collect,

share,

and

protect

your

personal

information.

Please

read

this

notice

carefully

to

understand

what

we

do.

What?

The

types

of

personal

information

we

collect,

and

share

depend

on

the

product

or

service

you

have

with

us.

This

information

can

include:

■

Social

Security

number

and

income.

■

Account

balances

and

account

transactions.

■

Data

from

public

sources

and

third-party

data

services.

How?

All

financial

companies

need

to

share

customers’

personal

information

to

run

their

everyday

business

as

permitted

by

law.

For

example,

we

share

with

print

and

mail

companies

that

assist

us

in

sending

mail.

In

the

section

below,

we

list

the

reasons

financial

companies

can

share

their

customers’

personal

information,

the

reasons

Victory

chooses

to

share

and

whether

you

can

limit

this

sharing.

Reasons

we

can

share

your

personal

information

Does

Victory

share?

Can

you

limit

this

sharing?

For

our

everyday

business

purposes

—

such

as

to

process

your

transactions,

maintain

your

accounts,

respond

to

court

orders

and

legal

investigations,

or

report

to

credit

bureaus

Yes

No

For

our

marketing

purposes

—

to

offer

products

and

services

provided

by

Victory

Yes

No

For

joint

marketing

—

sharing

with

other

financial

companies

to

jointly

market

the

other

company’s

products

or

services

No

We

do

not

share

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

Victory

transactions

and

experiences

Yes

No

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

creditworthiness

or

insurability

No

We

do

not

share

For

non-Victory

companies

to

market

to

you

No

We

do

not

share

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

31

(Unaudited)

To

limit

our

sharing

■

Visit

us

online:

vcm.com/optout

■

Call

(877)

660-4400

–

our

menu

will

prompt

you

through

your

choices.

Please

note:

If

you

are

a

new

customer,

we

can

begin

sharing

this

information

30

days

from

the

date

we

sent

this

notice.

When

you

are

no

longer

our

customer,

we

continue

to

share

and

protect

your

information

as

described

in

this

notice.

However,

you

can

contact

us

at

any

time

to

limit

our

sharing.

Questions?

Call

your

account

representative

or

(877)

660-4400

and

ask

to

speak

to

a

representative.

Who

we

are

Who

is

providing

this

notice?

Victory

Capital

Holdings,

Inc.,

and

its

family

of

companies,

including

companies

identified

with

the

Victory

Capital

name

as

described

in

the

affiliates

section

below.

What

we

do

How

does

Victory

protect

my

personal

information?

To

protect

your

personal

information

from

unauthorized

access

and

use,

we

use

security

measures

that

comply

with

federal

law.

These

measures

include

computer

safeguards

and

secured

files

and

buildings.

How

does

Victory

collect

my

personal

information?

We

collect

your

personal

information,

for

example,

when

you:

■

Open

an

account

or

make

deposits

or

withdrawals

from

your

account.

■

Give

us

your

contact

or

account

information.

■

Direct

us

to

buy

or

sell

securities.

We

also

collect

your

personal

information

from

others,

such

as

credit

bureaus,

affiliates,

or

other

companies.

Why

can’t

I

limit

all

sharing?

Federal

law

gives

you

the

right

to

limit

only:

■

Sharing

among

affiliated

companies

for

everyday

business

purposes

information

about

your

creditworthiness

and

insurability.

■

Affiliates

from

using

your

information

to

market

to

you.

■

Sharing

for

nonaffiliates

to

market

to

you.

State

laws

and

individual

companies

may

give

you

additional

rights

to

limit

sharing.

See

below

for

more

on

your

rights

under

state

law.

What

happens

when

I

limit

sharing

for

an

account

I

hold

jointly

with

someone

else?

Your

choices

will

apply

to

everyone

on

your

account.

Definitions

Victory

family

of

companies

(affiliates)

Companies

owned

or

controlled

by

Victory

Capital

Holdings,

Inc.

They

can

be

financial

and

nonfinancial

companies

in

the

Victory

family

of

companies.

■

The

Victory

family

of

companies

includes:

companies

with

a

Victory

Capital

name,

including

without

limitation

Victory

Capital

Services,

Inc.,

Victory

Capital

Transfer

Agency,

Inc.,

Victory

Capital

Management

Inc.

and

its

subsidiaries,

RS

Investments

(UK)

Limited,

RS

Investments

(Hong

Kong)

Limited,

and

RS

Investment

Management

(Singapore)

Pte.

Ltd.,

as

well

as

pooled

vehicles

managed

or

administered

by

Victory

Capital

Management

Inc.,

from

time

to

time.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

32

(Unaudited)

Non-Victory

companies

(nonaffiliates)

Companies

not

related

by

common

ownership

or

control.

They

can

be

financial

and

nonfinancial

companies.

■

We

only

share

with

non-Victory

companies

to

service

transactions

you

request

or

as

necessary

to

provide

our

services.

■

We

do

not

share

with

non-Victory

companies

so

they

can

market

their

products

to

you.

Joint

Marketing

A

formal

agreement

between

a

Victory

company

and

a

non-Victory

financial

company

to

market

the

non-Victory

company’s

products

or

services

to

you.

■

We

do

not

share

with

any

non-Victory

financial

company

for

joint

marketing.

Other

important

information

For

Nevada

Residents

:

Nevada

law

requires

that

we

tell

you

about

the

option

to

be

placed

on

our

internal

do-

not-call

list.

If

you’d

rather

not

receive

sales

calls

from

us,

please

call

(877)

660-4400

and

ask

to

speak

to

a

representative

so

we

can

place

you

on

our

do-not-call

list.

You

may

also

contact:

Bureau

of

Consumer

Protection

Office

of

the

Nevada

Attorney

General,

555

E.

Washington

Ave.,

Ste.

3900,

Las

Vegas,

NV

89101,

call

1-702-486-3132

or

Email:

BCPINFO@ag.state.nv.us.

For

Vermont

Residents

:

In

accordance

with

Vermont

law,

we

will

not

share

information

we

collect

about

you

with

companies

who

are

not

affiliates,

except

as

permitted

by

law,

such

as

with

your

consent

or

to

service

your

accounts.

We

will

not

share

information

about

your

creditworthiness

with

our

affiliates

without

your

authorization

or

consent,

but

we

may

share

information

about

our

transactions

or

experiences

with

you

with

our

affiliates

as

permitted

by

law.

For

California

Residents

:

In

accordance

with

California

law,

we

will

not

share

information

we

collect

about

you

with

nonaffiliates,

except

as

allowed

by

law.

For

example,

we

may

share

information

with

your

consent

or

to

service

your

accounts.

Among

our

affiliates,

we

will

limit

information

sharing

to

the

extent

required

by

California

law.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VVIF-RS-IVIP-AR

(12/23)

December

31,

2023

Annual

Report

Victory

Variable

Insurance

Funds

Victory

RS

Large

Cap

Alpha

VIP

Series

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,

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fund

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anywhere

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can

access

the

Internet.

The

site

includes:

Detailed

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records

Daily

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A

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Whether

you’re

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searching

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philosophy,

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ed

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tools,

or

an

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professional,

vcm.com

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what

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seek.

Visit

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anytime.

We’re

always

open.

TABLE

OF

CONTENTS

Victory

Variable

Insurance

Funds

1

Shareholder

Letter

(Unaudited)

3

Managers’

Commentary

(Unaudited)

5

Investment

Overview

(Unaudited)

6

Investment

Objective

and

Portfolio

Holdings

(Unaudited)

7

Schedule

of

Portfolio

Investments

8

Financial

Statements

Statement

of

Assets

and

Liabilities

10

Statement

of

Operations

11

Statements

of

Changes

in

Net

Assets

12

Financial

Highlights

13

Notes

to

Financial

Statements

14

Report

of

Independent

Registered

Public

Accounting

Firm

20

Supplemental

Information

(Unaudited)

Trustee

and

Officer

Information

21

Proxy

Voting

and

Portfolio

Holdings

Information 

23

Expense

Example

23

Additional

Federal

Income

Tax

Information

24

Advisory

Contract

Approval

25

Privacy

Policy

27

2

Call

Victory

at:

800-539-FUND

(800-539-3863)

Visit

our

website

at:

vcm.com

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

3

Victory

Funds

Letter

to

Shareholders

(Unaudited)

Dear

Shareholder,

What

a

difference

a

year

can

make.

After

enduring

tumultuous

markets

and

steep

drawdowns

in

both

equities

and

bonds

during

2022,

investors

must

be

feeling

a

sense

of

relief.

Despite

the

ongoing

challenges

and

several

bouts

of

elevated

volatility,

we

all

benefitted

from

an

impressive

rebound

in

both

stock

and

bond

markets

during

our

most

recent

annual

reporting

period

ending

December

31,

2023.

Looking

back,

it

wasn’t

clear

sailing

all

year,

and

there

were

plenty

of

twists

and

turns

along

the

way.

The

year

got

off

to

a

quick

start

as

equity

investors

enjoyed

what

could

only

be

described

as

a

relief

rally.

Markets

rebounded

in

January

after

the

excessive

selling

of

2022.

In

the

United

States,

some

of

the

most

beaten

down

growth

sectors

that

were

punished

during

the

period

of

sharply

rising

interest

rates

led

the

market

higher.

But

the

rebound

was

threatened

in

March

due

to

some

unusual

turmoil

within

the

banking

sector,

which

resulted

in

the

collapse

of

a

few

large

regional

banks.

This

ratcheted

up

volatility

for

a

little

while

as

investors

feared

a

wider

banking

crisis;

however,

the

U.S.

Federal

Reserve

(the

“Fed”)

took

the

necessary

steps

to

quickly

restore

confidence

in

the

banking

system.

It

also

helped

that

the

Fed

paused

its

rate

hikes

as

inflation

data

finally

began

to

cool.

Financial

markets

resumed

their

rally

in

the

second

quarter

and

into

the

summer,

but

the

momentum

again

reversed

later

in

the

third

quarter.

Investors

wondered

if

the

Fed

would

be

able

to

remove

all

the

excess

liquidity

that

had

been

used

to

support

the

economy

during

the

pandemic

without

causing

a

recession.

Ironically,

good

news

on

the

economy

had

become

bad

news

on

the

interest-rate

outlook.

We

were

all

waiting

for

labor

markets

to

moderate,

which

would

help

keep

wages

in

check

and

ensure

inflation

would

not

worsen.

The

market

began

struggling

with

the

renewed

notion

that

interest

rates

would

remain

“higher-for-longer,”

which

seemingly

became

the

Fed’s

new

mantra.

Deep

into

the

third

quarter

investors

were

dealing

with

yet

another

bout

of

turmoil

as

yields

pushed

higher

and

eventually

peaked

for

the

year.

This

was

widely

interpreted

as

a

warning

sign

for

future

economic

growth,

and

many

pundits

were

also

predicting

an

imminent

recession.

Fortunately,

it

was

a

false

alarm

and

sentiment

flipped

as

we

approached

year-end.

Economic

growth

proved

resilient,

corporate

earnings

continued

to

meet

or

exceed

expectations,

labor

markets

eased,

and

key

measures

of

inflation

moderated.

All

this

gave

the

Fed

the

leeway

to

back

off—and

likely

end—its

historic

rate-hike

campaign.

Not

surprisingly,

the

fourth

quarter

finished

with

a

strong

rally

in

equity

markets,

and

with

declining

yields

and

rising

bond

prices.

Investors

cheered!

In

terms

of

the

numbers,

the

S&P

500

®

Index,

the

bell-weather

proxy

for

our

domestic

stock

market,

delivered

an

impressive

total

return

of

more

than

26%

for

our

annual

reporting

period.

Bonds

also

rebounded

from

a

dreadful

prior

year.

The

Bloomberg

U.S.

Aggregate

Bond

Index—a

proxy

for

a

diversified

fixed

income

portfolio

and

one

that

many

investors

and

institutions

follow

closely—delivered

a

total

return

of

5.53%

for

the

year.

Although

the

story

of

2023

had

a

happy

ending,

it’s

important

to

remember

that

it

was

a

winding

road

replete

with

many

challenges.

As

we

have

championed

before,

it’s

vital

to

remain

calm

in

the

face

of

adversity,

but

it’s

also

important

to

resist

unbridled

optimism

when

markets

rally

strongly. We

believe

the best

approach

is

to

stay

even

keeled

and

unemotional,

and

that

you

should

understand your

own

risk

tolerance,

maintain

a

well-diversified

portfolio

across

asset

classes

and

investment

types,

and

make

a

long-term

plan

and

stick

to

it.

We

still

believe

that’s

the

best

formula

for

success.

4

On

the

following

pages

you

will

find

information

relating

to

your

Victory

Funds

investment.

If

you

have

any

questions,

we

encourage

you

to

contact

your

financial

advisor. If

you

invest

with

us

directly,

you

may

call

800-539-3863 or

visit

our

website

at

vcm.com.

From

all

of

us

here

at

Victory

Capital,

thank

you

for

letting

us

help

you

work

toward

your

investment

goals.

James

De

Vries

President,

Victory

Funds

5

Victory

RS

Large

Cap

Alpha

VIP

Series

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

As

the

year

drew

to

a

close,

financial

markets

celebrated,

and

investors

cheered

what

may

yet

be

known

as

the

“immaculate

disinflation.”After

all

the

peculiarities

of

the

pandemic

and

the

subsequent

monetary

and

fiscal

stimuli,

is

the

economy

normalizing

and

are

we

really

on

track

for

that

proverbial

soft

landing?

That’s

what

we

believe

the

financial

market

seemed

to

be

suggesting

during

the

fourth

quarter.

The

benchmark

10-year

U.S.

Treasury,

which

rose

as

high

as

4.99%

early

in

the

fourth

quarter,

fell

to

as

low

as

3.79%

toward

the

end

of

the

year,

as

inflation

continued

to

abate,

the

labor

market

showed

signs

of

normalizing,

and

the

consumer

remained

surprisingly

resilient.

Markets

rallied

sharply,

led

by

sectors

that

had

been

most

adversely

impacted

by

higher

interest

rates

and

a

weakening

economic

environment,

such

as

financial

services

and

real

estate.

Earlier

in

the

fourth

quarter,

however,

the

picture

wasn’t

quite

so

rosy.

The

quarter

began

with

small-cap

stocks,

as

defined

by

the

Russell

2000

®

Index

declining

6.82%

in

the

month

of

October.

Large-cap

stocks,

as

measured

by

the

Russell

1000

®

Index

also

fell

for

the

third

consecutive

month,

declining

2.42%

in

October.

While

corporate

earnings

and

economic

growth

continued

to

surpass

expectations,

concerns

over

rising

interest

rates

overwhelmed

fundamentals

and

weighed

heavily

on

the

market.

Fortunately,

as

the

quarter

progressed,

equity

markets

flipped,

and

there

was

a

significant

move

higher

across

most

styles

beginning

in

late

October.

The

rally

was

triggered

by

growing

optimism

that

inflation

was

being

contained,

thus

giving

the

U.S.

Federal

Reserve

(the

“Fed”)

the

freedom

to

end

its

aggressive

interest

rate

hikes.

Yields

on

2-year

and

10-year

Treasurys

fell

88

and

120

basis

points,

respectively,

intra-quarter.

In

terms

of

the

overall

numbers

for

our

area

of

focus—domestic

value-oriented

strategies—the

Russell

3000

®

Value

Index

returned

9.83%

during

the

fourth

quarter,

bringing

the

full

year

return

to

11.66%.

In

terms

of

market

capitalizations,

small-cap

value

stocks,

as

represented

by

the

Russell

2000

®

Value

Index

returned

15.26%

for

the

quarter.

The

Russell

Midcap

®

Value

Index

returned

12.11%,

for

the

fourth

quarter

while

large-cap

stocks,

as

represented

by

the

Russell

1000

®

Value

Index

(the

“Index”)

returned

9.50%

during

the

quarter.

Indeed,

let’s

celebrate

the

good

news

and

recent

rally.

Yet

we

should

also

acknowledge

that

after

an

extended

period

of

exceedingly

low

interest

rates,

fiscal

tailwinds,

and

easy

access

to

cheap

capital,

we

are

firmly

in

a

new

regime.

This

reality

has

been

difficult

for

the

market

to

digest,

and

we’ve

seen

that

manifest

in

periods

of

volatility

and

uncertainty.

Naturally,

this

often

causes

prices

to

dislocate

from

fundamentals,

thus

creating

an

environment

that

we

believe

should

benefit

active

managers.

How

did

Victory

RS

Large

Cap

Alpha

VIP

Series

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

13.69%

(Class

I

at

net

asset

value)

for

the

12-month

period

ended

December

31,

2023,

outperforming

the

Fund’s

Index,

which

returned

11.46%

for

the

reporting

period.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

outperformed

the

Index

primarily

through

stock

selection

in

the

financials

and

utilities

sectors.

Our

focus

on

businesses

that

have

the

potential

for

long-term

value

creation

while

limiting

our

downside

paid

off

during

2023.

For

the

year,

the

stocks

that

provided

positive

contribution

tended

to

be

undergoing

a

unique

structural

change,

but

also

holding

a

competitive

advantage.

Within

the

financials

sector,

Fairfax

Financial

Holdings

Ltd.

and

Cboe

Global

Markets

Inc.

were

significant

positive

contributors

to

relative

performance.

The

utilities

sector

provided

other

names

that

benefitted

the

portfolio.

Specifically,

Vistra

Corp.

was

a

positive

contributor

as

a

result

of

improving

cash

flows.

Where

we

struggled

was

in

the

communication

services

and

energy

sectors.

Despite

solid

stock

selection,

our

underweight

to

this

sector

negatively

impacted

relative

performance.

Within

energy,

falling

oil

and

gas

prices

negatively

impacted

cashflows

and

performance

of

several

of

our

holdings.

At

the

end

of

the

day,

however,

we

managed

to

outperform

the

Index

in

2023,

and

we

remain

confident

that

our

investment

philosophy

and

vetted

process

will

enable

us

to

deliver

longer-term

investment

results

that

will

benefit

our

investors

over

time.

Moreover,

we

continue

to

believe

that

the

current

environment

is

creating

many

potential

pockets

of

opportunities

for

astute,

long-term

investors.

Our

experience

has

taught

us

that

patience,

sticking

to

a

process,

and

maintaining

valuation

discipline

are

key

advantages

for

active

managers,

particularly

in

volatile

markets.

Our

team

continues

to

seek

and

identify

companies

that

share

two

vital

traits:

a

trend

of

improving

their

ROIC

(return

on

invested

capital),

and

stock

prices

trading

at

what

we

perceive

as

a

deep

discount

to

intrinsic

value.

We

believe

that

allocating

to

these

types

of

companies

is

a

means

to

generate

attractive

risk-

adjusted

returns

over

longer

time

periods,

and

this

continues

to

be

a

primary

focus

for

us.

6

Victory

RS

Large

Cap

Alpha

VIP

Series

Investment

Overview

(Unaudited)

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

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

1

The

unmanaged

Russell

1000

®

Value

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

Russell

1000

®

Index

companies

with

lower

price-to-book

ratios

and

lower

forecasted

growth

rates.

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.

2

The

unmanaged S&P

500

® 

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

the

common

stocks

of

500

leading

U.S.

companies. 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

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.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

I

INCEPTION

DATE

4/13/83

Net

Asset

Value

Russell

1000

®

Value

Index

1

S&P

500

®

Index

2

One

Year

13.69%

11.46%

26.29%

Five

Year

11.89%

10.91%

15.69%

Ten

Year

8.68%

8.40%

12.03%

7

Victory

Variable

Insurance

Funds

Victory

RS

Large

Cap

Alpha

VIP

Series

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

appreciation.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Fairfax

Financial

Holdings

Ltd.

4.3%

The

Progressive

Corp.

3.8%

Alphabet,

Inc.

,

Class

A

3.4%

Vistra

Corp.

3.3%

Keurig

Dr

Pepper,

Inc.

3.1%

The

Goldman

Sachs

Group,

Inc.

3.0%

Merck

&

Co.,

Inc.

2.8%

Leidos

Holdings,

Inc.

2.7%

The

Cigna

Group

2.6%

JPMorgan

Chase

&

Co.

2.5%

Financials

22.0%

Health

Care

16.5%

Industrials

14.3%

Information

Technology

7.7%

Energy

7.6%

Consumer

Staples

7.6%

Utilities

6.0%

Communication

Services

5.4%

Materials

3.6%

Consumer

Discretionary

3.5%

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Variable

Insurance

Funds

Victory

RS

Large

Cap

Alpha

VIP

Series

8

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(97.4%)

Communication

Services

(5.4%):

Alphabet,

Inc.,

Class

A(a)

.................................................

191,170

$

26,704,537

TKO

Group

Holdings,

Inc.

................................................

195,160

15,921,153

42,625,690

Consumer

Discretionary

(3.5%):

Amazon.com,

Inc.(a)

....................................................

26,660

4,050,720

LKQ

Corp.

...........................................................

314,660

15,037,601

Mattel,

Inc.(a)

.........................................................

460,570

8,695,562

27,783,883

Consumer

Staples

(7.6%):

Keurig

Dr

Pepper,

Inc.

...................................................

727,360

24,235,635

Mondelez

International,

Inc.,

Class

A

.........................................

243,160

17,612,079

U.S.

Foods

Holding

Corp.(a)

...............................................

388,760

17,653,592

59,501,306

Energy

(7.6%):

Chevron

Corp.

.........................................................

78,180

11,661,329

Enterprise

Products

Partners

LP

.............................................

572,860

15,094,861

Exxon

Mobil

Corp.

.....................................................

167,750

16,771,645

Marathon

Oil

Corp.

.....................................................

675,080

16,309,933

59,837,768

Financials

(22.0%):

Brown

&

Brown,

Inc.

....................................................

143,760

10,222,774

Cboe

Global

Markets,

Inc.

................................................

65,120

11,627,827

Citigroup,

Inc.

.........................................................

309,380

15,914,507

Fairfax

Financial

Holdings

Ltd.

.............................................

36,390

33,577,733

FleetCor

Technologies,

Inc.(a)

..............................................

51,370

14,517,676

JPMorgan

Chase

&

Co.

..................................................

117,690

20,019,069

The

Goldman

Sachs

Group,

Inc.

............................................

62,350

24,052,759

The

PNC

Financial

Services

Group,

Inc.

......................................

87,710

13,581,894

The

Progressive

Corp.

...................................................

189,220

30,138,962

173,653,201

Health

Care

(16.5%):

AbbVie,

Inc.

..........................................................

108,040

16,742,959

GE

HealthCare

Technologies,

Inc.

...........................................

112,150

8,671,438

Humana,

Inc.

..........................................................

16,510

7,558,443

Johnson

&

Johnson

.....................................................

77,910

12,211,613

McKesson

Corp.

.......................................................

23,060

10,676,319

Medtronic

PLC

........................................................

196,130

16,157,189

Merck

&

Co.,

Inc.

......................................................

199,620

21,762,572

The

Cigna

Group

.......................................................

67,520

20,218,864

UnitedHealth

Group,

Inc.

.................................................

30,435

16,023,115

130,022,512

Industrials

(14.3%):

Eaton

Corp.

PLC

.......................................................

32,850

7,910,937

FedEx

Corp.

..........................................................

50,830

12,858,465

General

Dynamics

Corp.

..................................................

54,520

14,157,209

Johnson

Controls

International

PLC

..........................................

181,050

10,435,722

Leidos

Holdings,

Inc.

....................................................

193,420

20,935,781

PACCAR,

Inc.

.........................................................

105,145

10,267,409

Parker-Hannifin

Corp.

...................................................

21,470

9,891,229

RTX

Corp.

............................................................

148,231

12,472,156

Sensata

Technologies

Holding

PLC

..........................................

368,820

13,856,567

112,785,475

Information

Technology

(7.7%):

Amphenol

Corp.,

Class

A

.................................................

139,370

13,815,748

Analog

Devices,

Inc.

....................................................

48,940

9,717,526

Applied

Materials,

Inc.

...................................................

87,980

14,258,919

Victory

Variable

Insurance

Funds

Victory

RS

Large

Cap

Alpha

VIP

Series

9

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Salesforce,

Inc.(a)

......................................................

41,560

$

10,936,098

Zebra

Technologies

Corp.(a)

...............................................

44,990

12,297,117

61,025,408

Materials

(3.6%):

PPG

Industries,

Inc.

.....................................................

89,310

13,356,311

Sealed

Air

Corp.

.......................................................

412,660

15,070,343

28,426,654

Real

Estate

(3.2%):

Equity

LifeStyle

Properties,

Inc.

............................................

189,480

13,365,919

Invitation

Homes,

Inc.

...................................................

341,110

11,635,262

25,001,181

Utilities

(6.0%):

Constellation

Energy

Corp.

................................................

63,589

7,432,918

Exelon

Corp.

..........................................................

388,910

13,961,869

Vistra

Corp.

...........................................................

680,789

26,223,993

47,618,780

Total

Common

Stocks

(Cost

$609,997,183)

768,281,858

Total

Investments

(Cost

$609,997,183)

—

97.4%

768,281,858

Other

assets

in

excess

of

liabilities

—

2.6%

20,373,749

NET

ASSETS

-

100.00%

$

788,655,607

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

6.3%

of

net

assets.

(a)

Non-income

producing

security.

LP

—

Limited

Partnership

PLC

—

Public

Limited

Company

Statement

of

Assets

and

Liabilities

December

31,

2023

10

See

notes

to

financial

statements.

Victory

Variable

Insurance

Funds

Victory

RS

Large

Cap

Alpha

VIP

Series

Assets:

Investments,

at

value

(Cost

$609,997,183)

$

768,281,858‌

Cash

20,726,928‌

Receivables:

Interest

and

dividends

1,162,749‌

From

Adviser

191,655‌

Prepaid

expenses

1,195‌

Total

Assets

790,364,385‌

Liabilities:

Payables:

Investments

purchased

420,933‌

Capital

shares

redeemed

626,149‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

330,343‌

Administration

fees

41,422‌

Custodian

fees

6,244‌

Transfer

agent

fees

74‌

Sub-Transfer

agent

fees

229,279‌

Compliance

fees

598‌

Trustees'

fees

174‌

Other

accrued

expenses

53,562‌

Total

Liabilities

1,708,778‌

Commitments

and

contingencies

(Note

4

)

Net

Assets:

Capital

588,060,249‌

Total

accumulated

earnings/(loss)

200,595,358‌

Net

Assets

$

788,655,607‌

Shares

(unlimited

shares

authorized

with

a

par

value

of

$0.001

per

share):

18,144,790‌

Net

asset

value:

$

43

.46‌

Statement

of

Operations

For

the

Year

Ended

December

31,

2023

11

See

notes

to

financial

statements.

Victory

Variable

Insurance

Funds

Victory

RS

Large

Cap

Alpha

VIP

Series

Investment

Income:

Dividends

$

13,235,895‌

Interest

593,751‌

Securities

lending

(net

of

fees)

5,436‌

Foreign

tax

withholding

(

103,260‌

)

Total

Income

13,731,822‌

Expenses:

Investment

advisory

fees

3,884,740‌

Administration

fees

429,972‌

Sub-Administration

fees

13,204‌

Custodian

fees

36,990‌

Transfer

agent

fees

313‌

Sub-Transfer

agent

fees

924,601‌

Trustees'

fees

52,851‌

Compliance

fees

7,111‌

Legal

and

audit

fees

83,694‌

Other

expenses

25,813‌

Total

Expenses

5,459,289‌

Expenses

waived/reimbursed

by

Adviser

(

1,185,892‌

)

Net

Expenses

4,273,397‌

Net

Investment

Income

(Loss)

9,458,425‌

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

36,504,729‌

Net

change

in

unrealized

appreciation/depreciation

on

investment

securities

53,208,654‌

Net

realized/unrealized

gains

(losses)

on

investments

89,713,383‌

Change

in

net

assets

resulting

from

operations

$

99,171,808‌

12

Victory

Variable

Insurance

Funds

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

RS

Large

Cap

Alpha

VIP

Series

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

9,458,425‌

$

9,276,237‌

Net

realized

gains

(losses)

36,504,729‌

52,223,448‌

Net

change

in

unrealized

appreciation/depreciation

53,208,654‌

(100,331,466‌)

Change

in

net

assets

resulting

from

operations

99,171,808‌

(38,831,781‌)

Change

in

net

assets

resulting

from

distributions

to

shareholders

(66,537,672‌)

(158,023,255‌)

Change

in

net

assets

resulting

from

capital

transactions

(21,008,210‌)

21,917,217‌

Change

in

net

assets

11,625,926‌

(174,937,819‌)

Net

Assets:

Beginning

of

period

777,029,681‌

951,967,500‌

End

of

period

$

788,655,607‌

$

777,029,681‌

Capital

Transactions:

Proceeds

from

shares

issued

$

20,809,694‌

$

13,315,255‌

Distributions

reinvested

66,537,672‌

158,023,255‌

Cost

of

shares

redeemed

(108,355,576‌)

(149,421,293‌)

Change

in

net

assets

resulting

from

capital

transactions

$

(21,008,210‌)

$

21,917,217‌

Share

Transactions:

Issued

483,373‌

254,405‌

Reinvested

1,534,298‌

3,683,945‌

Redeemed

(2,489,890‌)

(2,840,396‌)

Change

in

Shares

(472,219‌)

1,097,954‌

Victory

Variable

Insurance

Funds

Financial

Highlights

For

a

Share

Outstanding

Throughout

Each

Period

13

See

notes

to

financial

statements.

Victory

RS

Large

Cap

Alpha

VIP

Series

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$41.74

$54.34

$44.49

$48.27

$43.45

Investment

Activities:

Net

investment

income

(loss)(a)

0.53

0.57

0.75

0.62

0.70

Net

realized

and

unrealized

gains

(losses)

5.13

(2.78)

9.69

(0.90)

12.75

Total

from

Investment

Activities

5.66

(2.21)

10.44

(0.28)

13.45

Distributions

to

Shareholders

from:

Net

investment

income

(0.55)

(0.61)

(0.59)

(0.56)

(0.48)

Net

realized

gains

(3.39)

(9.78)

—

(2.94)

(8.15)

Total

Distributions

(3.94)

(10.39)

(0.59)

(3.50)

(8.63)

Net

Asset

Value,

End

of

Period

$43.46

$41.74

$54.34

$44.49

$48.27

Total

Return(b)(c)

13.69%

(4.33)%

23.49%

(0.44)%

31.16%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

0.55%

0.55%

0.55%

0.55%

0.55%

Net

Investment

Income

(Loss)

1.22%

1.10%

1.47%

1.47%

1.37%

Gross

Expenses(d)

0.70%

0.72%

0.73%

0.74%

0.73%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$788,656

$777,030

$951,968

$901,190

$958,695

Portfolio

Turnover

40%

60%

51%(e)

101%(f)

50%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Total

returns

do

not

reflect

the

effects

of

charges

deducted

pursuant

to

the

terms

of

The

Guardian

Insurance

&

Annuity

Company,

Inc.'s

variable

contracts.

Inclusion

of

such

charges

would

reduce

the

total

returns

for

all

periods

shown.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Reflects

a

return

to

normal

trading

levels

after

a

prior-year

transition.

(f)

Reflects

an

increase

in

trading

activity

due

to

asset

allocation

shifts.

Notes

to

Financial

Statements

December

31,

2023

Victory

Variable

Insurance

Funds

14

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 six

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 Victory

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.

Victory

Capital

Management

Inc.

(“VCM”

or

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

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 Fund

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

(unadjusted)

in

active

markets

for

identical

securities

Level

2

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

or

credit

spreads,

applicable

to

those

securities,

etc.)

Level

3

—

significant

unobservable

inputs

(including

the

Adviser’s

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

risks

associated

with

entering

into

those

investments.

The Adviser,

appointed

as

the

valuation

designee

by the

Trust's

Board

of

Trustee

(the

"Board"),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

to

Board

oversight,

the

Committee

administers

and

oversees

the

Fund’s

valuation

policies

and

procedures,

which

were

approved

by

the

Board.

Portfolio

securities

listed

or

traded

on

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”),

are

valued

at

the

last

sale

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

closing 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,

other

than

ETFs, are

valued

at their

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,

2023, based

upon

the

three

levels

defined

above,

is

included

in

the

table

below

while

the

breakdown,

by

category,

of

investments

is

disclosed

on

the

Schedule

of

Portfolio

Investments:

Level

1

Level

2

Level

3

Total

Victory

RS

Large

Cap

Alpha

VIP

Series

Common

Stocks

............................

$

768,281,858

$

—

$

—

$

768,281,858

Total

....................................

$

768,281,858

$

—

$

—

$

768,281,858

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

15

As

of December

31,

2023,

there

were

no

transfers

into/out

of

Level

3.

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.

Derivative

Instruments:

Foreign

Exchange

Currency

Contracts:

The

Fund

may

enter

into

foreign

exchange

currency

contracts

to

convert

U.S.

dollars

to

and

from

various

foreign

currencies.

A

foreign

exchange

currency

contract

is

an

obligation

by the

Fund

to

purchase

or

sell

a

specific

currency

at

a

future

date

at

a

price

(in

U.S.

dollars)

set

at

the

time

of

the

contract.

The

Fund

does

not

engage

in

“cross-currency”

foreign

exchange

contracts

(i.e.,

contracts

to

purchase

or

sell

one

foreign

currency

in

exchange

for

another

foreign

currency).

The

Fund’s

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. 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.

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). As

of December

31,

2023,

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

and recorded

daily

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.

Non-cash

dividends

included

in

income,

if

any,

are

recorded

at

the

fair

value

of

the

securities

received. 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

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

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

16

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,

2023,

the

Fund

did

not

have

any

securities

on

loan. 

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,

if

any,

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,

if

any,

are

disclosed

as

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

on

the

Statement

of

Operations.

Federal

Income

Taxes:

The

Fund

intends

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,

2023,

the

Fund

did

not

incur

any

income

tax,

interest,

or

penalties,

and

has

recorded

no

liability

for

net

unrecognized

tax

benefits

relating

to

uncertain

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 the

Fund

are

charged

to the

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,

2023,

were

as

follows:

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.

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,

2023,

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

paid

an

administration

fee

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:

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statement

of

Operations

as

Administration

fees.

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

RS

Large

Cap

Alpha

VIP

Series

...................................................

$

305,230,896

$

379,099,330

Net

Assets

Up

to

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

17

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

an

affiliate

of

Citibank,

acts

as

sub-administrator

and

sub-fund

accountant

to

the

Fund

pursuant

to

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

a

fee

for

providing

these

services.

The Fund

reimburses

VCM

and

Citi

for

out-of-pocket

expenses

incurred

in

providing

these

services

and

certain

other

expenses

specifically

allocated

to

the

Fund.

Amounts

incurred

for

the year

ended

December

31,

2023,

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

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

in

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

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,

2023,

are

reflected

on

the

Statement

of

Operations

as

Transfer

agent

fees.

Sub-Transfer

Agency

Fees: 

The

Fund

has

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

to

customers

of

the

intermediaries

that

hold

positions

in

the

Fund

and

has

agreed

to

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Fund

primarily

through

the

use

of

omnibus

accounts

on

behalf

of

their

customers

who

hold

positions

in

the

Fund.

These

services

would

have

been

provided

by

the

Fund’s

transfer

agent

and

other

service

providers

if

the

shareholders’

accounts

were

maintained

directly

at

the

Fund’s

transfer

agent.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statement

of

Operations

as

Sub-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,

2023,

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 Trust

until

at

least

April

30,

2024.

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 the

Fund’s

business

are

excluded

from

the

expense

limit.

As

of

December

31,

2023,

the

expense

limit (excluding

voluntary

waivers) was:

Under

the

terms

of

the

expense

limitation

agreement, 

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.

The

Fund

has

not

recorded

any

amounts

available

to

be

repaid

to

the

Adviser

as

a

commitment

and

contingency

liability

due

to

an

assessment

that

such

repayments

are

not

probable

at

December

31,

2023.

As

of December

31,

2023,

the

following amounts

are

available

to

be

repaid

to

the

Adviser. 

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 are

not

available

to

be

recouped

at

a

future

time.

There

were

no

voluntary

waivers

or

reimbursements

for

the year

ended

December

31,

2023.

In

effect

until

April

30,

2024

Victory

RS

Large

Cap

Alpha

VIP

Series

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.55%

Expires

2024

Expires

2025

Expires

2026

Total

Victory

RS

Large

Cap

Alpha

VIP

Series

.....................................

$

1,660,693

$

1,406,467

$

1,185,892

$

4,253,052

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

18

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.

Market

Risk

—

Overall

market

risks

may

affect

the

value

of

the

Fund.

Domestic

and

international

factors

such

as

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

a

particular

foreign

country,

its

nationals,

businesses,

or

industries;

and

related

geopolitical

events,

as

well

as

environmental

disasters

such

as

earthquakes,

fires,

and

floods,

or

other

catastrophes,

may

add

to

instability

in

global

economies

and

markets

generally,

and

may

lead

to

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

in

one

country

or

region

might

adversely

affect

issuers

in

another

country

or

region.

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

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.

Large-Capitalization

Stock

Risk

—

The

securities

of

large-sized

companies

may

underperform

the

securities

of

smaller-sized

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.

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.

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,

2023,

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

paid

a

pro-rata

portion

of

the

commitment

fees

plus

any

interest

on

amounts

borrowed.

Interest

is

based

on

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

27,

2023,

the

agreement

was

renewed

with

a

termination

date

of

June 24,

2024, and

the

annual

commitment

fee

of

0.15%

remained

unchanged. Interest

charged

to

the

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,

2023.

Interfund

Lending:

The

Trust

and

the

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

(as

defined

in

the

Order),

interest

charged

to

the

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statement

of

Operations

under

Interfund

lending

fees.

As

a

Lender

(as

defined

in

the

Order),

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,

2023.

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

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

19

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,

2023,

on

the

Statement

of

Assets

and

Liabilities,

as

a

result

of

permanent

book-to-tax

differences,

reclassification

adjustments

were

as

follows:

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).

As

of

December

31,

2023,

the

components

of

accumulated

earnings/(loss)

on

a

tax

basis

were

as

follows:

*

The

difference

between

the

book-basis

and

tax-basis

unrealized

appreciation

(depreciation)

is

attributable

primarily

to

tax

deferral

of

losses

on

wash

sales

and

partnership

basis

adjustments.

As

of December

31,

2023,

the

Fund

had

no

capital

loss

carryforward

for

federal

income

tax

purposes.

As

of December

31,

2023,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

as

follows: 

8.

New

Regulatory

Pronouncement:

In

October

2022,

the

SEC

adopted

the

Tailored

Shareholder

Reports

Rule

and

form

amendments

that

require,

among

other

things,

mutual

funds

and

ETFs

to

prepare

and

transmit

streamlined

annual

and

semi-annual

shareholder

reports.

In

connection

with

these

amendments,

certain

information

that

was

previously

disclosed

in

shareholder

reports

will

instead

be

made

available

online,

delivered

free

of

charge

upon

request,

and

filed

with

the

SEC

on

a

semi-annual

basis.

Also

in

connection

with

these

amendments,

annual

and

semi-annual

reports

will

be

provided

directly

to

shareholders,

either

in

paper

or

(if

the

shareholder

has

so

elected)

electronically.

Compliance

with

the

rule

and

form

amendments

begins

in

July

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Fund.

Total

Accumulated

Earnings/(Loss)

Capital

Victory

RS

Large

Cap

Alpha

VIP

Series

.........................................

$

2,727

$

(2,727)

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

Victory

RS

Large

Cap

Alpha

VIP

Series

..............................................

$

9,838,754

$

56,698,918

$

66,537,672

Year

Ended

December

31,

2022

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

Victory

RS

Large

Cap

Alpha

VIP

Series

..............................................

$

59,479,582

$

98,543,673

$

158,023,255

Undistributed

Ordinary

Income

Undistributed

Long-Term

Capital

Gains

Accumulated

Earnings

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Victory

RS

Large

Cap

Alpha

VIP

Series

................

$

10,400,977

$

29,032,754

$

39,433,731

$

161,161,627

$

200,595,358

Cost

of

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Victory

RS

Large

Cap

Alpha

VIP

Series

.................

$

607,120,231

$

173,353,764

$

(12,192,137)

$

161,161,627

20

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,

2023,

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

five

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,

2023,

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

five

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

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,

2023,

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.

COHEN

&

COMPANY,

LTD.

Cleveland,

Ohio

February

15,

2024

Supplemental

Information

December

31,

2023

Victory

Variable

Insurance

Funds

21

(Unaudited)

Trustee

and

Officer

Information

Board

of

Trustees:

Overall

responsibility

for

management

of

the

Trust

rests

with

the

Board.

The

Trust

is

managed

by

the

Board

in

accordance

with

the

laws

of

the

State

of

Delaware.

There

are

currently

nine

Trustees,

eight

of

whom

are

not

“interested

persons”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Independent

Trustees”)

and

one

of

whom

is

an

“interested

person”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Interested

Trustee”).

The

Trustees,

in

turn,

elect

the

officers

of

the

Trust

to

actively

supervise

its

day-to-day

operations.

The

following

tables

list

the

Trustees,

their

date

of

birth,

position

with

the

Trust,

commencement

of

service,

principal

occupations

during

the

past

five

years,

and

any

directorships

of

other

investment

companies

or

companies

whose

securities

are

registered

under

the

Securities

Exchange

Act

of

1934,

as

amended,

or

who

file

reports

under

that

Act.

Each

Trustee

oversees 6

portfolios

in

the

Trust,

37

portfolios

in

Victory

Portfolios,

and 27

portfolios

in

Victory

Portfolios

II,

each

a

registered

investment

company

that,

together

with

the

Trust,

comprise

the

Victory

Fund

Complex.

Each

Trustee’s

address

is

c/o

Victory

Portfolios,

4900

Tiedeman

Road,

4th

Floor,

Brooklyn,

Ohio

44144.

*

The

Board

has

designated

Ms.

Beard

as

its

Audit

Committee

Financial

Expert.

**

Mr.

Bushe

retired

from

the

Board

effective

January

1,

2024.

***

Mr.

Pettee

was

appointed

to

serve

as

an

Independent

Trustee

of

the

Trust

effective

January

1,

2024.

****

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.

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,

(October

1951)

Trustee

February

2005

Consultant

(since

2006).

None.

Nigel

D.

T.

Andrews,

(April

1947)

Trustee

August

2002

Retired.

Director,

Carlyle

Secured

Lending,

Inc.

(formerly

TCG

BDC

I,

Inc.)

(since

2012);

Director,

Carlyle

Credit

Solutions,

Inc.

(formerly

TCG

BDC

II,

Inc.)

(since

2017);

Trustee,

Carlyle

Secured

Lending

III

(since

2021).

E.

Lee

Beard,*

(October

1951)

Trustee

February

2005

Retired.

None.

Dennis

M.

Bushe,**

(October

1951)

Trustee

July

2016

Retired.

None.

John

L.

Kelly,

(April

1953)

Chair

and

Trustee

February

2015

Managing

Partner,

Active

Capital

Partners

LLC

(since

October

2017).

Director,

Caledonia

Mining

Corporation

(since

May

2012).

David

L.

Meyer,

(April

1957)

Trustee

December

2008

Retired.

None.

Gloria

S.

Nelund,

(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,

(December

1944)

Trustee

February

1998

Private

Investor.

Chair,

Caledonia

Mining

Corporation

(2013-2023).

Advisory

Trustee

Timothy

Pettee,***

(April

1958)

Advisory

Trustee

January

2023

Chief

Investment

Officer,

Hoya

Capital

Real

Estate

LLC

(since

February

2022);

Chief

Investment

Officer,

Sun

America

Asset

Management

Corp.

(January

2003-

July

2021).

None.

Interested

Trustee

David

C.

Brown,****

(May

1972)

Trustee

May

2008

Chief

Executive

Officer

and

Chairman

(since

2013),

the

Adviser;

Chief

Executive

Officer

and

Chairman

(since

2013),

Victory

Capital

Holdings,

Inc.;

Director

(since

2013),

Victory

Capital

Services,

Inc.;

Director

(since

2019),

Victory

Capital

Transfer

Agency,

Inc.

Trustee,

Victory

Portfolios

III;

Board

Member,

Victory

Capital

Services,

Inc.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

22

(Unaudited)

Officers:

The

officers

of

the

Trust

are

elected

by

the

Board

to

actively

supervise

the

Trust’s

day-to-day

operations.

The

officers

of

the

Trust,

their

date

of

birth,

the

length

of

time

served,

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

15935

La

Cantera

Parkway,

San

Antonio,

Texas

78256.

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

James

K.

De

Vries,

(April

1969)

President

May

2023

Head

of

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Executive

Director,

the

Adviser

(7/1/19-4/30/23);

Executive

Director,

Investment

and

Financial

Administration,

USAA

(2012-

6/30/19);

Treasurer,

USAA

Mutual

Funds

Trust

(2018-4/30/23).

Mr.

De

Vries

also

serves

as

the

Principal

Executive

Officer

for

the

Funds,

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Scott

A.

Stahorsky,

(July

1969)

Vice

President

December

2014

Director,

Third-Party

Dealer

Services

&

Reg

Administration,

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Manager,

Fund

Administration,

the

Adviser

(2015-4/30/23).

Mr.

Stahorsky

also

serves

as

Vice

President

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Thomas

Dusenberry,

(July

1977)

Secretary

May

2022

Director,

Fund

Administration,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2022-4/30/23);

Treasurer

and

Principal

Financial

Officer

(2020-2022),

Assistant

Treasurer

(2019),

Salient

MF

Trust,

Salient

Midstream,

MLP

Fund,

and

Forward

Funds;

Principal

Financial

Officer

(2018-

2021)

and

Treasurer

(2020-2021),

Salient

Private

Access

Funds

and

Endowment

PMF

Funds;

Senior

Vice

President

of

Fund

Accounting

and

Operations,

Salient

Partners

(2020-2022);

Director

of

Fund

Operations,

Salient

Partners

(2016-2019).

Mr.

Dusenberry

also

serves

as

Secretary

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Allan

Shaer,

(March

1965)

Treasurer

May

2017

Senior

Vice

President,

Financial

Administration,

Citi

Fund

Services

Ohio,

Inc.

(since

2016).

Mr.

Shaer

also

serves

as

the

Funds’

Principal

Financial

and

Accounting

Officer.

Mr.

Shaer

also

serves

as

Treasurer

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Christopher

A.

Ponte,

(March

1984)

Assistant

Treasurer

December

2017

Director,

Fund

and

Broker

Dealer

Finance,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2017-4/30/23);

Chief

Financial

Officer,

Victory

Capital

Services,

Inc.

(since

2018).

Mr.

Ponte

also

serves

as

Assistant

Treasurer

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Carol

D.

Trevino,

(October

1965)

Assistant

Treasurer

February

2023

Director,

Financial

Reporting,

Fund

Administration,

the

Adviser

(5/1/23-present);

Director,

Accounting

and

Finance,

the

Adviser

(7/1/19-4/30/23);

Accounting/Financial

Director,

USAA

(12/13-

6/30/19).

Ms.

Trevino

also

serves

as

Assistant

Treasurer

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Sean

Fox,

(September

1976)

Chief

Compliance

Officer

June

2022

Senior

Compliance

Officer,

the

Adviser

(2019-present);

Compliance

Officer,

the

Adviser

(2015-2019).

Mr.

Fox

also

serves

as

Chief

Compliance

Officer

for

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Michael

Bryan,

(December

1962)

Anti-Money

Laundering

Compliance

Officer

and

Identity

Theft

Officer

May

2023

Vice

President,

CCO

Compliance

Support

Services,

Citi

Fund

Services

Ohio,

Inc.

(2008-present).

Mr.

Bryan

also

serves

as

the

Anti-Money

Laundering

Compliance

Officer

and

identity

Theft

Officer

for

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Jay

G.

Baris,

(January

1954)

Assistant

Secretary

February

1998

Partner,

Sidley

Austin

LLP

(since

2020);

Partner,

Shearman

&

Sterling

LLP

(2018-2020).

Victory

Variable

Insurance

Funds

23

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Proxy

Voting

and

Portfolio

Holdings

Information 

Proxy

Voting:

Information

regarding

the

Fund’s

policies

and

procedures

—

which

describes

how

we

vote

proxies

relating

to

portfolio

securities

—

is

included

in

the

Fund’s

Statement

of

Additional

Information

on

our

website

or

upon

request

by

calling

800-539-3863.

The

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

12

months

ended

June

30

by

August

31.

The

proxy

voting

record

is

available

free

of

charge

on

the

SEC

website

at sec.gov and

on

our

website.

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-P

and

is

available

on

the

SEC’s

website

at

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,

2023,

through

December

31,

2023.

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

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

Victory

RS

Large

Cap

Alpha

VIP

Series

........

$

1,000.00

$

1,083.40

$

1,022.43

$

2.89

$

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).

Victory

Variable

Insurance

Funds

24

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Additional

Federal

Income

Tax

Information 

For

the

fiscal

year

ended

December

31,

2023,

the

Fund

hereby

designates

the

maximum

amount

allowable

of

its

net

taxable

income

as

qualified

dividends

taxed

at

individual

net

capital

gain

rates.  Shareholders

will

be

notified

via

IRS

Form

1099

of

the

amounts

for

use

in

preparing

their

income

tax

return.

Dividends

qualified

for

corporate

dividends

received

deductions

of

100%.

For

the

year

ended

December

31,

2023,

the

Fund

designated

long-term

capital

gain

distributions

in

the

amount

of

$56,698,918.

Victory

Variable

Insurance

Funds

25

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Considerations

of

the

Board

in

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

on

behalf

of

the

Fund

at

a

meeting,

which

was

called

for

that

purpose,

on

December

5,

2023.

The

Board

also

considered

information

relating

to

the

Fund

and

the

Agreement

provided

throughout

the

year

and,

more

specifically,

at

the

meetings

on

October

17,

2023

and

December

5,

2023.

In

considering

whether

to

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Fund

to

assist

it

in

evaluating

the

terms

of

the

Agreement.

In

response

to

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

to

the

continuation

of

the

Agreement.

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.

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)

and

whether

breakpoints

would

be

appropriate;

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

business

and

services

with

respect

to

the

Fund

and

with

respect

to

all

the

funds

as

a

whole.

The

Board

retained

an

independent,

third-party

consultant

to

provide

comparative

information

about

fees,

expenses

and

performance,

and

to

design

and

maintain

a

database

of

relevant

information

designed

to

assist

the

Board

in

retrieving

and

analyzing

comparative

information.

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.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

26

(Unaudited)

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,

2023,

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-

and

five-year

periods,

outperformed

the

benchmark

index

for

the

three-

and

ten-year

periods,

underperformed

the

peer

group

median

for

the

one-

and

five-year

periods,

outperformed

the

peer

group

median

for

the

ten-year

period,

and

matched

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:

(i)

the

Adviser’s

services

benefitted

the

Fund’s

shareholders,

particularly

in

light

of

the

nature

of

the

Fund

and

the

services

required

to

support

the

Fund;

(ii)

it

was

generally

satisfied

with

the

nature,

quality

and

extent

of

the

services

provide

by

the

Adviser

to

the

Fund;

and

(iii)

the

Agreement,

on

behalf

of

the

Fund,

was

consistent

with

the

best

interests

of

the

Fund

and

its

shareholders.

Accordingly,

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

entails

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

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

of

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

of

the

Adviser.

Victory

Variable

Insurance

Funds

27

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Privacy

Policy

Facts

WHAT

DOES

VICTORY

DO

WITH

YOUR

PERSONAL

INFORMATION?

Why?

Financial

companies

choose

how

they

share

your

personal

information.

Federal

law

gives

consumers

the

right

to

limit

some,

but

not

all

sharing.

Federal

law

also

requires

us

to

tell

you

how

we

collect,

share,

and

protect

your

personal

information.

Please

read

this

notice

carefully

to

understand

what

we

do.

What?

The

types

of

personal

information

we

collect,

and

share

depend

on

the

product

or

service

you

have

with

us.

This

information

can

include:

■

Social

Security

number

and

income.

■

Account

balances

and

account

transactions.

■

Data

from

public

sources

and

third-party

data

services.

How?

All

financial

companies

need

to

share

customers’

personal

information

to

run

their

everyday

business

as

permitted

by

law.

For

example,

we

share

with

print

and

mail

companies

that

assist

us

in

sending

mail.

In

the

section

below,

we

list

the

reasons

financial

companies

can

share

their

customers’

personal

information,

the

reasons

Victory

chooses

to

share

and

whether

you

can

limit

this

sharing.

Reasons

we

can

share

your

personal

information

Does

Victory

share?

Can

you

limit

this

sharing?

For

our

everyday

business

purposes

—

such

as

to

process

your

transactions,

maintain

your

accounts,

respond

to

court

orders

and

legal

investigations,

or

report

to

credit

bureaus

Yes

No

For

our

marketing

purposes

—

to

offer

products

and

services

provided

by

Victory

Yes

No

For

joint

marketing

—

sharing

with

other

financial

companies

to

jointly

market

the

other

company’s

products

or

services

No

We

do

not

share

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

Victory

transactions

and

experiences

Yes

No

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

creditworthiness

or

insurability

No

We

do

not

share

For

non-Victory

companies

to

market

to

you

No

We

do

not

share

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

28

(Unaudited)

To

limit

our

sharing

■

Visit

us

online:

vcm.com/optout

■

Call

(877)

660-4400

–

our

menu

will

prompt

you

through

your

choices.

Please

note:

If

you

are

a

new

customer,

we

can

begin

sharing

this

information

30

days

from

the

date

we

sent

this

notice.

When

you

are

no

longer

our

customer,

we

continue

to

share

and

protect

your

information

as

described

in

this

notice.

However,

you

can

contact

us

at

any

time

to

limit

our

sharing.

Questions?

Call

your

account

representative

or

(877)

660-4400

and

ask

to

speak

to

a

representative.

Who

we

are

Who

is

providing

this

notice?

Victory

Capital

Holdings,

Inc.,

and

its

family

of

companies,

including

companies

identified

with

the

Victory

Capital

name

as

described

in

the

affiliates

section

below.

What

we

do

How

does

Victory

protect

my

personal

information?

To

protect

your

personal

information

from

unauthorized

access

and

use,

we

use

security

measures

that

comply

with

federal

law.

These

measures

include

computer

safeguards

and

secured

files

and

buildings.

How

does

Victory

collect

my

personal

information?

We

collect

your

personal

information,

for

example,

when

you:

■

Open

an

account

or

make

deposits

or

withdrawals

from

your

account.

■

Give

us

your

contact

or

account

information.

■

Direct

us

to

buy

or

sell

securities.

We

also

collect

your

personal

information

from

others,

such

as

credit

bureaus,

affiliates,

or

other

companies.

Why

can’t

I

limit

all

sharing?

Federal

law

gives

you

the

right

to

limit

only:

■

Sharing

among

affiliated

companies

for

everyday

business

purposes

information

about

your

creditworthiness

and

insurability.

■

Affiliates

from

using

your

information

to

market

to

you.

■

Sharing

for

nonaffiliates

to

market

to

you.

State

laws

and

individual

companies

may

give

you

additional

rights

to

limit

sharing.

See

below

for

more

on

your

rights

under

state

law.

What

happens

when

I

limit

sharing

for

an

account

I

hold

jointly

with

someone

else?

Your

choices

will

apply

to

everyone

on

your

account.

Definitions

Victory

family

of

companies

(affiliates)

Companies

owned

or

controlled

by

Victory

Capital

Holdings,

Inc.

They

can

be

financial

and

nonfinancial

companies

in

the

Victory

family

of

companies.

■

The

Victory

family

of

companies

includes:

companies

with

a

Victory

Capital

name,

including

without

limitation

Victory

Capital

Services,

Inc.,

Victory

Capital

Transfer

Agency,

Inc.,

Victory

Capital

Management

Inc.

and

its

subsidiaries,

RS

Investments

(UK)

Limited,

RS

Investments

(Hong

Kong)

Limited,

and

RS

Investment

Management

(Singapore)

Pte.

Ltd.,

as

well

as

pooled

vehicles

managed

or

administered

by

Victory

Capital

Management

Inc.,

from

time

to

time.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

29

(Unaudited)

Non-Victory

companies

(nonaffiliates)

Companies

not

related

by

common

ownership

or

control.

They

can

be

financial

and

nonfinancial

companies.

■

We

only

share

with

non-Victory

companies

to

service

transactions

you

request

or

as

necessary

to

provide

our

services.

■

We

do

not

share

with

non-Victory

companies

so

they

can

market

their

products

to

you.

Joint

Marketing

A

formal

agreement

between

a

Victory

company

and

a

non-Victory

financial

company

to

market

the

non-Victory

company’s

products

or

services

to

you.

■

We

do

not

share

with

any

non-Victory

financial

company

for

joint

marketing.

Other

important

information

For

Nevada

Residents

:

Nevada

law

requires

that

we

tell

you

about

the

option

to

be

placed

on

our

internal

do-

not-call

list.

If

you’d

rather

not

receive

sales

calls

from

us,

please

call

(877)

660-4400

and

ask

to

speak

to

a

representative

so

we

can

place

you

on

our

do-not-call

list.

You

may

also

contact:

Bureau

of

Consumer

Protection

Office

of

the

Nevada

Attorney

General,

555

E.

Washington

Ave.,

Ste.

3900,

Las

Vegas,

NV

89101,

call

1-702-486-3132

or

Email:

BCPINFO@ag.state.nv.us.

For

Vermont

Residents

:

In

accordance

with

Vermont

law,

we

will

not

share

information

we

collect

about

you

with

companies

who

are

not

affiliates,

except

as

permitted

by

law,

such

as

with

your

consent

or

to

service

your

accounts.

We

will

not

share

information

about

your

creditworthiness

with

our

affiliates

without

your

authorization

or

consent,

but

we

may

share

information

about

our

transactions

or

experiences

with

you

with

our

affiliates

as

permitted

by

law.

For

California

Residents

:

In

accordance

with

California

law,

we

will

not

share

information

we

collect

about

you

with

nonaffiliates,

except

as

allowed

by

law.

For

example,

we

may

share

information

with

your

consent

or

to

service

your

accounts.

Among

our

affiliates,

we

will

limit

information

sharing

to

the

extent

required

by

California

law.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VVIF-RS-LCAVIP-AR

(12/23)

December

31,

2023

Annual

Report

Victory

Variable

Insurance

Funds

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

vcm.com

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TABLE

OF

CONTENTS

Victory

Variable

Insurance

Funds

1

Shareholder

Letter

(Unaudited)

3

Managers’

Commentary

(Unaudited)

5

Investment

Overview

(Unaudited)

7

Investment

Objective

and

Portfolio

Holdings

(Unaudited)

8

Schedule

of

Portfolio

Investments

9

Financial

Statements

Statement

of

Assets

and

Liabilities

12

Statement

of

Operations

13

Statements

of

Changes

in

Net

Assets

14

Financial

Highlights

15

Notes

to

Financial

Statements

16

Report

of

Independent

Registered

Public

Accounting

Firm

22

Supplemental

Information

(Unaudited)

Trustee

and

Officer

Information

23

Proxy

Voting

and

Portfolio

Holdings

Information 

25

Expense

Example

25

Additional

Federal

Income

Tax

Information

26

Advisory

Contract

Approval

27

Privacy

Policy

29

2

Call

Victory

at:

800-539-FUND

(800-539-3863)

Visit

our

website

at:

vcm.com

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

3

Victory

Funds

Letter

to

Shareholders

(Unaudited)

Dear

Shareholder,

What

a

difference

a

year

can

make.

After

enduring

tumultuous

markets

and

steep

drawdowns

in

both

equities

and

bonds

during

2022,

investors

must

be

feeling

a

sense

of

relief.

Despite

the

ongoing

challenges

and

several

bouts

of

elevated

volatility,

we

all

benefitted

from

an

impressive

rebound

in

both

stock

and

bond

markets

during

our

most

recent

annual

reporting

period

ending

December

31,

2023.

Looking

back,

it

wasn’t

clear

sailing

all

year,

and

there

were

plenty

of

twists

and

turns

along

the

way.

The

year

got

off

to

a

quick

start

as

equity

investors

enjoyed

what

could

only

be

described

as

a

relief

rally.

Markets

rebounded

in

January

after

the

excessive

selling

of

2022.

In

the

United

States,

some

of

the

most

beaten

down

growth

sectors

that

were

punished

during

the

period

of

sharply

rising

interest

rates

led

the

market

higher.

But

the

rebound

was

threatened

in

March

due

to

some

unusual

turmoil

within

the

banking

sector,

which

resulted

in

the

collapse

of

a

few

large

regional

banks.

This

ratcheted

up

volatility

for

a

little

while

as

investors

feared

a

wider

banking

crisis;

however,

the

U.S.

Federal

Reserve

(the

“Fed”)

took

the

necessary

steps

to

quickly

restore

confidence

in

the

banking

system.

It

also

helped

that

the

Fed

paused

its

rate

hikes

as

inflation

data

finally

began

to

cool.

Financial

markets

resumed

their

rally

in

the

second

quarter

and

into

the

summer,

but

the

momentum

again

reversed

later

in

the

third

quarter.

Investors

wondered

if

the

Fed

would

be

able

to

remove

all

the

excess

liquidity

that

had

been

used

to

support

the

economy

during

the

pandemic

without

causing

a

recession.

Ironically,

good

news

on

the

economy

had

become

bad

news

on

the

interest-rate

outlook.

We

were

all

waiting

for

labor

markets

to

moderate,

which

would

help

keep

wages

in

check

and

ensure

inflation

would

not

worsen.

The

market

began

struggling

with

the

renewed

notion

that

interest

rates

would

remain

“higher-for-longer,”

which

seemingly

became

the

Fed’s

new

mantra.

Deep

into

the

third

quarter

investors

were

dealing

with

yet

another

bout

of

turmoil

as

yields

pushed

higher

and

eventually

peaked

for

the

year.

This

was

widely

interpreted

as

a

warning

sign

for

future

economic

growth,

and

many

pundits

were

also

predicting

an

imminent

recession.

Fortunately,

it

was

a

false

alarm

and

sentiment

flipped

as

we

approached

year-end.

Economic

growth

proved

resilient,

corporate

earnings

continued

to

meet

or

exceed

expectations,

labor

markets

eased,

and

key

measures

of

inflation

moderated.

All

this

gave

the

Fed

the

leeway

to

back

off—and

likely

end—its

historic

rate-hike

campaign.

Not

surprisingly,

the

fourth

quarter

finished

with

a

strong

rally

in

equity

markets,

and

with

declining

yields

and

rising

bond

prices.

Investors

cheered!

In

terms

of

the

numbers,

the

S&P

500

®

Index,

the

bell-weather

proxy

for

our

domestic

stock

market,

delivered

an

impressive

total

return

of

more

than

26%

for

our

annual

reporting

period.

Bonds

also

rebounded

from

a

dreadful

prior

year.

The

Bloomberg

U.S.

Aggregate

Bond

Index—a

proxy

for

a

diversified

fixed

income

portfolio

and

one

that

many

investors

and

institutions

follow

closely—delivered

a

total

return

of

5.53%

for

the

year.

Although

the

story

of

2023

had

a

happy

ending,

it’s

important

to

remember

that

it

was

a

winding

road

replete

with

many

challenges.

As

we

have

championed

before,

it’s

vital

to

remain

calm

in

the

face

of

adversity,

but

it’s

also

important

to

resist

unbridled

optimism

when

markets

rally

strongly. We

believe

the best

approach

is

to

stay

even

keeled

and

unemotional,

and

that

you

should

understand your

own

risk

tolerance,

maintain

a

well-diversified

portfolio

across

asset

classes

and

investment

types,

and

make

a

long-term

plan

and

stick

to

it.

We

still

believe

that’s

the

best

formula

for

success.

4

On

the

following

pages

you

will

find

information

relating

to

your

Victory

Funds

investment.

If

you

have

any

questions,

we

encourage

you

to

contact

your

financial

advisor. If

you

invest

with

us

directly,

you

may

call

800-539-3863 or

visit

our

website

at

vcm.com.

From

all

of

us

here

at

Victory

Capital,

thank

you

for

letting

us

help

you

work

toward

your

investment

goals.

James

De

Vries

President,

Victory

Funds

5

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

Managers’

Commentary

(Unaudited)

What

were

the

market

conditions

during

the

reporting

period?

After

a

rocky

start

to

the

fourth

quarter

in

October

2023,

investors

came

to

the

conclusion

that

the

rate-hike

cycle

was

drawing

to

a

close.

Corporate

earnings

and

economic

growth

continued

to

surpass

expectations,

while

many

measures

of

inflation

moderated.

With

perceptions

of

inflation

fears

in

the

rear-view

mirror,

equities

rallied

and

delivered

strong

absolute

returns

in

November

and

December.

Interestingly,

we

did

see

a

shift

in

market

internals

as

cyclical

and

defensive

areas

gave

way

to

longer

duration

growth

stocks.

We

believe

this

may

be

the

beginning

of

a

true

change

in

leadership

and

harbinger

of

things

to

come.

The

general

sense

of

optimism

was

clearly

evident

in

the

broader

market,

as

the

S&P

500

®

Index

rallied

11.69%

during

the

fourth

quarter,

bringing

the

full

year

gains

to

26.29%.

Importantly,

growth

stocks

across

capitalizations

rebounded

sharply

this

past

year

as

well.

Large-cap

growth

was

the

story

for

much

of

the

year

with

the

proverbial

Magnificent

Seven

garnering

much

media

attention,

though

other

growth

sectors

also

participated

even

as

they

received

less

fanfare.

Large-cap

growth

stocks,

as

measured

by

the

Russell

1000

Growth

®

Index,

rose

14.16%

during

the

fourth

quarter

and

42.68%

for

the

full

year,

the

strongest

year

for

large-cap

growth

stocks

in

many

years.

Late

in

the

year,

the

rally

broadened

further

to

included

more

small-

and

mid-cap

names.

Small-cap

growth

stocks,

as

measured

by

Russell

2000

®

Growth

Index

(the

“Index”),

returned

12.75%

during

the

fourth

quarter,

pushing

the

Index

to

a

solid

18.66%

return

for

the

full

year.

Meanwhile,

the

Russell

Midcap

®

Growth

Index

delivered

returns

of

14.55%

during

the

fourth

quarter

and

25.87%

for

the

full

year.

Although

we

definitely

appreciate

the

improved

sentiment

and

interest-rate

outlook,

we

also

acknowledge

that

valuation

of

many

large-cap

growth

stocks

may

have

gotten

ahead

of

themselves.

As

a

result,

in

our

opinion,

smaller-cap

stocks,

especially

within

the

small-cap

growth

style

box,

appear

especially

attractive

when

compared

to

other

market

segments.

Despite

the

challenges

of

the

rising

rate-hike

cycle,

many

well-funded

and

well-run

smaller-cap

growth

stocks

were

resilient

in

the

face

of

rising

rates

when

analyzed

by

their

underlying

fundamentals.

Our

team

continues

to

be

intensely

focused

on

identifying

potential

opportunities

within

the

secular

growth

investment

universe,

and

we

believe

many

of

these

are

priced

attractively

compared

to

the

broader

market.

Moreover,

we

believe

that

the

multi-year

underperformance

of

some

smaller

and

mid-sized

growth

companies

position

them

favorably

over

the

long

term

from

a

valuation

standpoint,

thus

creating

a

set

up

to

potentially

outperform

many

other

segments

of

the

market.

We

are

convinced

that

we

are

still

in

the

early

stages

of

a

secular

shift

that

is

transforming

how

consumers,

businesses,

and

employees

interact,

especially

after

witnessing

extensive

technological

advancements

and

acceptance

during

the

initial

stages

of

the

pandemic.

What

once

were

upstart

innovative

products

and

services

have

become

mainstream

and

standard

operating

procedure

for

many

companies.

Furthermore,

new

emerging

technologies

such

as

artificial

intelligence

appear

poised

to

have

a

significant

impact

in

the

years

ahead,

particularly

among

growth-oriented

investment

styles.

How

did

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

20.40%

for

the

12-month

period

ended

December

31,

2023,

outperforming

the

Index,

which

returned

18.66%.

What

strategies

did

you

employ

during

the

reporting

period?

The

Fund

seeks

to

provide

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

outperformance

relative

to

the

Index

for

the

12-month

period

ended

December

31,

2023,

was

driven

by

outperformance

within

the

consumer

staples

and

producer

durables

sectors,

offset

by

underperformance

in

the

health

care

sector.

Within

the

consumer

staples

sector,

the

largest

driver

of

outperformance

was

BellRing

Brands,

Inc.,

an

operator

of

three

major

brands

in

the

convenient

nutrition

sector,

including

Premier

Protein

as

part

of

their

specialized

ready-to-drink

(“RTD”)

beverages.

We

own

BellRing

due

to

its

strong

market

position,

with

Premier

Protein

leading

the

shakes/RTD

sub-category,

aligning

with

the

growing

trends

of

health,

convenience,

and

snacking

in

the

$17B

U.S.

convenient

nutrition

market.

We

also

like

BellRing’s

attractive

financial

profile

with

solid

growth

potential,

high

customer

loyalty,

and

innovative

products.

The

stock

performed

exceptionally

well

during

2023,

given

strong

execution,

leveraging

effective

brand

strategies

and

market

investments

to

drive

a

very

strong

increase

in

net

sales,

showcasing

it’s

adeptness

in

market

responsiveness

and

strategic

management.

Within

the

health

care

sector,

one

of

the

largest

drivers

of

relative

underperformance

was

Inspire

Medical

Systems,

Inc.,

a

medical

technology

company

focused

on

the

development

and

commercialization

of

minimally

invasive

solutions

for

patients

with

obstructive

sleep

apnea.

We

own

Inspire

given

its

promising

minimally

invasive

stimulation

therapy

for

sleep

apnea,

relatively

6

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

Managers’

Commentary

(continued)

(Unaudited)

low

current

market

penetration

and

anticipated

catalysts

supporting

outsized

growth,

and

durable

competitive

advantages.

The

stock

underwhelmed

in

2023,

given

concerns

over

the

impact

of

Glucagon-like

peptide-1

(“GLP1s”)

weight-loss

drugs

on

the

sleep

apnea

space.

The

negative

market

reaction

stemmed

from

concerns

raised

during

an

earnings

call

about

how

GLP1s

might

affect

Inspire’s

position

in

the

sleep

apnea

market.

We

believe

this

concern

is

overblown

and

that

GLP1s

may

have

a

path

to

where

they

increase

the

funnel

for

new

patients

that

are

currently

disqualified

given

their

high

body

mass.

Outlook

We

are

cautiously

optimistic

about

the

health

of

the

domestic

economy

and

are

excited

about

the

prospect

that

the

U.S.

Federal

Reserve

is

done

hiking

interest

rates.

While

the

full

impact

on

the

economy

is

yet

unclear,

a

healthy

pullback

in

economic

activity,

if

coupled

with

solid

employment

statistics

could

augur

a

very

favorable

backdrop

for

growth

stocks.

We

remain

optimistic

about

the

productivity

of

workers

and

consumers

as

well

as

the

capital

investment

environment

for

businesses

as

we

finished

the

year.

Certain

areas

of

the

economy

appear

better

positioned

to

adapt

and

grow,

while

company

valuations

vary

significantly

across

styles.

In

the

current

investment

landscape,

we

believe

there

is

a

notable

opportunity

for

secular

growth

companies

outside

of

the

mega-

cap

growth

category.

Despite

their

relative

underperformance

smaller-cap

secular

growth

companies

have

displayed

continued

strength

in

their

underlying

fundamentals.

We

anticipate

this

strength

to

persist,

despite

investors

taking

a

pause

on

what

had

been

a

steady

bounce

back

through

the

second

half

of

the

year

given

better-than-expected

execution

and

performance.

Conversely,

more

cyclical

companies

may

face

headwinds

as

valuations

have

caught

up

to

fundamentals

after

an

extended

strong

run.

Overall,

while

uncertainty

remains,

we

believe

that

opportunities

will

emerge

in

sectors

and

industries

that

demonstrate

resilience

and

sustained

growth.

We

feel

that

secular

growth

companies

within

the

growth

universe

are

particularly

attractive

due

to

their

strong

fundamentals

and

potential

for

continued

outperformance.

7

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

Investment

Overview

(Unaudited)

High

double-digit

returns

are

attributable,

in

part,

to

unusually

favorable

market

conditions

and

may

not

be

repeated

or

consistently

achieved

in

the

future.

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

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

1

The

unmanaged Russell

2000

®

Growth

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

Russell

2000

® 

Index

companies

with

higher

price-to-book

ratios

and

forecasted

growth

values.

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.

2

The

unmanaged

Russell

2000

®

Index

is

a

market-capitalization-weighted

index

that

measures

the

performance

of

the

2,000

smallest

U.S.

stocks

by

market

capitalization

in

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

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.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

I

INCEPTION

DATE

5/1/97

Net

Asset

Value

Russell

2000

®

Growth

Index

1

Russell

2000

®

Index

2

One

Year

20.40%

18.66%

16.93%

Five

Year

5.63%

9.22%

9.97%

Ten

Year

6.48%

7.16%

7.16%

8

Victory

Variable

Insurance

Funds

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

growth.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Sprout

Social,

Inc.,

Class

A

2.6%

MACOM

Technology

Solutions

Holdings,

Inc.

2.5%

CyberArk

Software

Ltd.

2.1%

Tecnoglass,

Inc.

1.7%

Clean

Harbors,

Inc.

1.7%

Varonis

Systems,

Inc.

1.7%

Skyline

Champion

Corp.

1.6%

Altair

Engineering,

Inc.,

Class

A

1.5%

RH

1.5%

Semtech

Corp.

1.5%

Information

Technology

24.8%

Health

Care

23.9%

Industrials

22.0%

Consumer

Discretionary

8.7%

Financials

8.3%

Consumer

Staples

4.5%

Energy

4.1%

Materials

1.5%

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Variable

Insurance

Funds

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

9

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(97.8%)

Consumer

Discretionary

(8.7%):

Abercrombie

&

Fitch

Co.

(a)

...............................................

3,960

$

349,351

Cava

Group,

Inc.

(a)

.....................................................

11,620

499,428

PVH

Corp.

...........................................................

3,060

373,687

RH

(a)

...............................................................

3,810

1,110,539

Skyline

Champion

Corp.

(a)

................................................

15,560

1,155,485

Under

Armour,

Inc.

,

Class

C

(a)

.............................................

128,760

1,075,146

Wayfair,

Inc.

,

Class

A

(a)

..................................................

5,390

332,563

Wingstop,

Inc.

.........................................................

2,050

525,989

YETI

Holdings,

Inc.

(a)

...................................................

19,550

1,012,299

6,434,487

Consumer

Staples

(4.5%):

BellRing

Brands,

Inc.

(a)

..................................................

6,210

344,220

Celsius

Holdings,

Inc.

(a)

..................................................

12,430

677,684

elf

Beauty,

Inc.

(a)

.......................................................

2,940

424,360

Freshpet,

Inc.

(a)

........................................................

9,470

821,617

Grocery

Outlet

Holding

Corp.

(a)

............................................

31,040

836,838

The

Vita

Coco

Co.,

Inc.

(a)

................................................

10,710

274,712

3,379,431

Energy

(4.1%):

Callon

Petroleum

Co.

(a)

..................................................

17,190

556,956

Matador

Resources

Co.

...................................................

14,540

826,744

Tidewater,

Inc.

(a)

.......................................................

9,750

703,073

Weatherford

International

PLC

(a)

...........................................

9,560

935,255

3,022,028

Financials

(8.3%):

Euronet

Worldwide,

Inc.

(a)

................................................

6,050

614,014

FirstCash

Holdings,

Inc.

..................................................

8,600

932,154

Flywire

Corp.

(a)

.......................................................

39,490

914,194

Payoneer

Global,

Inc.

(a)

..................................................

164,710

858,139

Remitly

Global,

Inc.

(a)

...................................................

27,330

530,749

Shift4

Payments,

Inc.

,

Class

A

(a)

............................................

11,000

817,740

Walker

&

Dunlop,

Inc.

...................................................

4,850

538,399

Wintrust

Financial

Corp.

..................................................

10,030

930,282

6,135,671

Health

Care

(23.9%):

Acadia

Healthcare

Co.,

Inc.

(a)

..............................................

9,310

723,946

Amicus

Therapeutics,

Inc.

(a)

...............................................

43,630

619,110

Apellis

Pharmaceuticals,

Inc.

(a)

............................................

18,150

1,086,459

Arcellx,

Inc.

(a)

........................................................

4,280

237,540

Biohaven

Ltd.

(a)

.......................................................

5,820

249,096

Blueprint

Medicines

Corp.

(a)

..............................................

5,010

462,122

Bridgebio

Pharma,

Inc.

(a)

.................................................

16,680

673,372

Cabaletta

Bio,

Inc.

(a)

(b)

..................................................

15,500

351,850

Crinetics

Pharmaceuticals,

Inc.

(a)

...........................................

6,710

238,742

Cymabay

Therapeutics,

Inc.

(a)

.............................................

24,050

568,061

Cytokinetics,

Inc.

(a)

.....................................................

6,850

571,906

Disc

Medicine,

Inc.

(a)

...................................................

7,480

432,045

Evolent

Health,

Inc.

,

Class

A

(a)

.............................................

24,500

809,235

HealthEquity,

Inc.

(a)

....................................................

14,810

981,903

Ideaya

Biosciences,

Inc.

(a)

................................................

13,030

463,607

Immunovant,

Inc.

(a)

.....................................................

12,040

507,245

Inspire

Medical

Systems,

Inc.

(a)

............................................

4,520

919,504

Krystal

Biotech,

Inc.

(a)

...................................................

4,660

578,120

Lantheus

Holdings,

Inc.

(a)

................................................

10,810

670,220

MoonLake

Immunotherapeutics

(a)

..........................................

5,550

335,165

Nuvalent,

Inc.

,

Class

A

(a)

.................................................

5,950

437,861

Olema

Pharmaceuticals,

Inc.

(a)

.............................................

24,380

342,051

Opthea

Ltd.

,

ADR

(a)

....................................................

36,830

108,648

Victory

Variable

Insurance

Funds

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

10

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Pacific

Biosciences

of

California,

Inc.

(a)

......................................

42,210

$

414,080

PROCEPT

BioRobotics

Corp.

(a)

(b)

..........................................

9,630

403,593

Pulmonx

Corp.

(a)

.......................................................

39,010

497,377

RadNet,

Inc.

(a)

........................................................

8,160

283,723

REVOLUTION

Medicines,

Inc.

(a)

..........................................

20,270

581,344

Rhythm

Pharmaceuticals,

Inc.

(a)

............................................

6,270

288,232

RxSight,

Inc.

(a)

........................................................

10,100

407,232

SI-BONE,

Inc.

(a)

.......................................................

14,840

311,492

SpringWorks

Therapeutics,

Inc.

(a)

...........................................

9,830

358,795

Structure

Therapeutics,

Inc.

,

ADR

(a)

.........................................

4,850

197,686

Surgery

Partners,

Inc.

(a)

..................................................

25,460

814,465

Vaxcyte,

Inc.

(a)

........................................................

13,500

847,800

17,773,627

Industrials

(22.0%):

AAR

Corp.

(a)

.........................................................

8,740

545,376

AeroVironment,

Inc.

(a)

...................................................

5,170

651,627

Applied

Industrial

Technologies,

Inc.

.........................................

6,190

1,068,951

Chart

Industries,

Inc.

(a)

..................................................

7,340

1,000,662

Clean

Harbors,

Inc.

(a)

...................................................

7,330

1,279,158

Comfort

Systems

USA,

Inc.

...............................................

2,140

440,134

Hexcel

Corp.

..........................................................

11,590

854,763

Leonardo

DRS,

Inc.

(a)

...................................................

38,060

762,722

Maximus,

Inc.

.........................................................

9,980

836,923

McGrath

RentCorp.

.....................................................

7,760

928,251

Moog,

Inc.

,

Class

A

.....................................................

7,140

1,033,729

NEXTracker,

Inc.

,

Class

A

(a)

..............................................

3,800

178,030

Paycor

HCM,

Inc.

(a)

....................................................

28,800

621,792

Simpson

Manufacturing

Co.,

Inc.

...........................................

4,290

849,334

Sunrun,

Inc.

(a)

.........................................................

9,780

191,981

Tecnoglass,

Inc.

........................................................

28,020

1,280,794

The

AZEK

Co.,

Inc.

(a)

...................................................

21,230

812,048

Vertiv

Holdings

Co.

,

Class

A

...............................................

21,960

1,054,739

Watts

Water

Technologies,

Inc.

,

Class

A

.......................................

3,120

650,021

WNS

Holdings

Ltd.

,

ADR

(a)

..............................................

10,736

678,515

Zurn

Elkay

Water

Solutions

Corp.

...........................................

20,800

611,728

16,331,278

Information

Technology

(24.8%):

Advanced

Energy

Industries,

Inc.

...........................................

3,870

421,520

Altair

Engineering,

Inc.

,

Class

A

(a)

..........................................

13,480

1,134,342

Appfolio,

Inc.

,

Class

A

(a)

.................................................

2,680

464,283

Axcelis

Technologies,

Inc.

(a)

..............................................

2,170

281,427

Badger

Meter,

Inc.

......................................................

6,690

1,032,735

Box,

Inc.

,

Class

A

(a)

....................................................

25,720

658,689

Braze,

Inc.

,

Class

A

(a)

...................................................

14,050

746,477

Confluent,

Inc.

,

Class

A

(a)

................................................

18,440

431,496

CyberArk

Software

Ltd.

(a)

................................................

7,000

1,533,350

Fabrinet

(a)

............................................................

3,400

647,122

Five9,

Inc.

(a)

..........................................................

9,820

772,736

Gitlab,

Inc.

,

Class

A

(a)

...................................................

9,530

600,009

Globant

SA

(a)

.........................................................

2,330

554,493

MACOM

Technology

Solutions

Holdings,

Inc.

(a)

................................

19,850

1,845,058

PagerDuty,

Inc.

(a)

......................................................

10,530

243,770

Procore

Technologies,

Inc.

(a)

..............................................

10,690

739,962

Q2

Holdings,

Inc.

(a)

.....................................................

17,830

774,000

Rambus,

Inc.

(a)

........................................................

5,240

357,630

Semtech

Corp.

(a)

.......................................................

49,890

1,093,090

SiTime

Corp.

(a)

........................................................

3,380

412,630

Sprout

Social,

Inc.

,

Class

A

(a)

..............................................

31,350

1,926,144

Super

Micro

Computer,

Inc.

(a)

.............................................

1,890

537,251

Varonis

Systems,

Inc.

(a)

..................................................

27,710

1,254,709

18,462,923

Victory

Variable

Insurance

Funds

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

11

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Materials

(1.5%):

Avient

Corp.

..........................................................

10,760

$

447,293

Livent

Corp.

(a)

........................................................

13,510

242,910

Summit

Materials,

Inc.

,

Class

A

(a)

..........................................

11,310

434,983

1,125,186

Total

Common

Stocks

(Cost

$62,541,591)

72,664,631

Collateral

for

Securities

Loaned

(0.6%)^

Goldman

Sachs

Financial

Square

Government

Fund,

Institutional

Shares

,

5

.25

%

(c)

........

115,769

115,769

HSBC

U.S.

Government

Money

Market

Fund,

Institutional

Shares

,

5

.30

%

(c)

............

115,769

115,769

Invesco

Government

&

Agency

Portfolio,

Institutional

Shares

,

5

.28

%

(c)

...............

115,769

115,769

Morgan

Stanley

Institutional

Liquidity

Government

Portfolio,

Institutional

Shares

,

5

.26

%

(c)

.

115,769

115,769

Total

Collateral

for

Securities

Loaned

(Cost

$463,076)

463,076

Total

Investments

(Cost

$63,004,667)

—

98.4%

73,127,707

Other

assets

in

excess

of

liabilities

—

1.6%

1,215,793

NET

ASSETS

-

100.00%

$

74,343,500

At

December

31,

2023,

the

Fund's

investments

in

foreign

securities

were

5.2%

of

net

assets.

^

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,

2023.

ADR

—

American

Depositary

Receipt

PLC

—

Public

Limited

Company

Statement

of

Assets

and

Liabilities

December

31,

2023

12

See

notes

to

financial

statements.

Victory

Variable

Insurance

Funds

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

Assets:

Investments,

at

value

(Cost

$63,004,667)

$

73,127,707‌(a)

Cash

1,814,411‌

Receivables:

Interest

and

dividends

18,382‌

Capital

shares

issued

5,987‌

Investments

sold

55,519‌

From

Adviser

11,170‌

Prepaid

expenses

112‌

Total

Assets

75,033,288‌

Liabilities:

Payables:

Collateral

received

on

loaned

securities

463,076‌

Investments

purchased

50,307‌

Capital

shares

redeemed

92,964‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

45,510‌

Administration

fees

4,206‌

Custodian

fees

992‌

Transfer

agent

fees

120‌

Sub-Transfer

agent

fees

17,864‌

Compliance

fees

53‌

Trustees'

fees

128‌

Other

accrued

expenses

14,568‌

Total

Liabilities

689,788‌

Commitments

and

contingencies

(Note

4

)

Net

Assets:

Capital

87,862,452‌

Total

accumulated

earnings/(loss)

(13,518,952‌)

Net

Assets

$

74,343,500‌

Shares

(unlimited

shares

authorized

with

a

par

value

of

$0.001

per

share):

7,779,498‌

Net

asset

value:

$

9.56‌

(a)

Includes

$439,512

of

securities

on

loan.

Statement

of

Operations

For

the

Year

Ended

December

31,

2023

13

See

notes

to

financial

statements.

Victory

Variable

Insurance

Funds

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

Investment

Income:

Dividends

$

188,396

Interest

48,435

Securities

lending

(net

of

fees)

23,037

Total

Income

259,868

Expenses:

Investment

advisory

fees

530,279

Administration

fees

39,124

Sub-Administration

fees

17,000

Custodian

fees

6,522

Transfer

agent

fees

433

Sub-Transfer

agent

fees

70,918

Trustees'

fees

6,651

Compliance

fees

654

Legal

and

audit

fees

15,355

Interfund

lending

517

Other

expenses

5,831

Total

Expenses

693,284

Expenses

waived/reimbursed

by

Adviser

(70,489)

Net

Expenses

622,795

Net

Investment

Income

(Loss)

(362,927)

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

2,482,890

Net

change

in

unrealized

appreciation/depreciation

on

investment

securities

11,280,602

Net

realized/unrealized

gains

(losses)

on

investments

13,763,492

Change

in

net

assets

resulting

from

operations

$

13,400,565

14

Victory

Variable

Insurance

Funds

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

(

362,927

)

$

(

444,371

)

Net

realized

gains

(losses)

2,482,890

(

25,183,280

)

Net

change

in

unrealized

appreciation/depreciation

11,280,602

(

15,263,446

)

Change

in

net

assets

resulting

from

operations

13,400,565

(

40,891,097

)

Change

in

net

assets

resulting

from

distributions

to

shareholders

—

(

18,459,749

)

Change

in

net

assets

resulting

from

capital

transactions

(

9,947,953

)

17,007,983

Change

in

net

assets

3,452,612

(

42,342,863

)

Net

Assets:

Beginning

of

period

70,890,888

113,233,751

End

of

period

$

74,343,500

$

70,890,888

Capital

Transactions:

Proceeds

from

shares

issued

$

7,145,056

$

15,690,897

Distributions

reinvested

—

18,459,749

Cost

of

shares

redeemed

(

17,093,009

)

(

17,142,663

)

Change

in

net

assets

resulting

from

capital

transactions

$

(

9,947,953

)

$

17,007,983

Share

Transactions:

Issued

820,472

1,349,114

Reinvested

—

2,221,390

Redeemed

(

1,964,877

)

(

1,557,497

)

Change

in

Shares

(

1,144,405

)

2,013,007

Victory

Variable

Insurance

Funds

Financial

Highlights

For

a

Share

Outstanding

Throughout

Each

Period

15

See

notes

to

financial

statements.

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$7.94

$16.38

$19.91

$16.76

$15.29

Investment

Activities:

Net

investment

income

(loss)(a)

(0.04)

(0.06)

(0.15)

(0.12)

(0.10)

Net

realized

and

unrealized

gains

(losses)

1.66

(5.78)

(1.99)

6.45

5.95

Total

from

Investment

Activities

1.62

(5.84)

(2.14)

6.33

5.85

Distributions

to

Shareholders

from:

Net

realized

gains

—

(2.60)

(1.39)

(3.18)

(4.38)

Total

Distributions

—

(2.60)

(1.39)

(3.18)

(4.38)

Net

Asset

Value,

End

of

Period

$9.56

$7.94

$16.38

$19.91

$16.76

Total

Return(b)(c)

20.40%

(36.36)%

(10.43)%

38.06%

38.78%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

0.88%

0.88%

0.88%

0.88%

0.88%

Net

Investment

Income

(Loss)

(0.51)%

(0.54)%

(0.75)%

(0.69)%

(0.54)%

Gross

Expenses(d)

0.98%

1.00%

0.99%

1.01%

1.01%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$74,344

$70,891

$113,234

$142,620

$105,112

Portfolio

Turnover

151%

151%(e)

92%

74%

90%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Total

returns

do

not

reflect

the

effects

of

charges

deducted

pursuant

to

the

terms

of

The

Guardian

Insurance

&

Annuity

Company,

Inc.'s

variable

contracts.

Inclusion

of

such

charges

would

reduce

the

total

returns

for

all

periods

shown.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

(e)

Reflects

an

increase

in

trading

activity

due

to

asset

allocation

shifts.

Notes

to

Financial

Statements

December

31,

2023

Victory

Variable

Insurance

Funds

16

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 six

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 Victory

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.

Victory

Capital

Management

Inc.

(“VCM”

or

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

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 Fund

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

(unadjusted)

in

active

markets

for

identical

securities

Level

2

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

or

credit

spreads,

applicable

to

those

securities,

etc.)

Level

3

—

significant

unobservable

inputs

(including

the

Adviser’s

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

risks

associated

with

entering

into

those

investments.

The Adviser,

appointed

as

the

valuation

designee

by the

Trust's

Board

of

Trustee

(the

"Board"),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

to

Board

oversight,

the

Committee

administers

and

oversees

the

Fund’s

valuation

policies

and

procedures,

which

were

approved

by

the

Board.

Portfolio

securities

listed

or

traded

on

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”),

and

American

Depositary

Receipts,

are

valued

at

the

last

sale

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

closing 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,

other

than

ETFs, are

valued

at their

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,

2023, based

upon

the

three

levels

defined

above,

is

included

in

the

table

below

while

the

breakdown,

by

category,

of

investments

is

disclosed

on

the

Schedule

of

Portfolio

Investments:

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

17

As

of December

31,

2023,

there

were

no

transfers

into/out

of

Level

3.

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

and recorded

daily

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.

Non-cash

dividends

included

in

income,

if

any,

are

recorded

at

the

fair

value

of

the

securities

received. 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

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,

2023. 

Federal

Income

Taxes:

The

Fund

intends

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.

Level

1

Level

2

Level

3

Total

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

Common

Stocks

............................

$

72,664,631

$

—

$

—

$

72,664,631

Collateral

for

Securities

Loaned

................

463,076

—

—

463,076

Total

....................................

$

73,127,707

$

—

$

—

$

73,127,707

Value

of

Securities

on

Loan

Non-Cash

Collateral

Cash

Collateral

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

..........................

$

439,512

$

—

$

463,076

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

18

For

the

year

ended

December

31,

2023,

the

Fund

did

not

incur

any

income

tax,

interest,

or

penalties,

and

has

recorded

no

liability

for

net

unrecognized

tax

benefits

relating

to

uncertain

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 the

Fund

are

charged

to the

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,

2023,

were

as

follows:

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.

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,

2023,

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

paid

an

administration

fee

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:

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statement

of

Operations

as

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

an

affiliate

of

Citibank,

acts

as

sub-administrator

and

sub-fund

accountant

to

the

Fund

pursuant

to

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

a

fee

for

providing

these

services.

The Fund

reimburses

VCM

and

Citi

for

out-of-pocket

expenses

incurred

in

providing

these

services

and

certain

other

expenses

specifically

allocated

to

the

Fund.

Amounts

incurred

for

the year

ended

December

31,

2023,

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

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

in

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

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,

2023,

are

reflected

on

the

Statement

of

Operations

as

Transfer

agent

fees.

Sub-Transfer

Agency

Fees: 

The

Fund

has

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

to

customers

of

the

intermediaries

that

hold

positions

in

the

Fund

and

has

agreed

to

compensate

the

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

............................................

$

104,673,944

$

115,114,872

Net

Assets

Up

to

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

19

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Fund

primarily

through

the

use

of

omnibus

accounts

on

behalf

of

their

customers

who

hold

positions

in

the

Fund.

These

services

would

have

been

provided

by

the

Fund’s

transfer

agent

and

other

service

providers

if

the

shareholders’

accounts

were

maintained

directly

at

the

Fund’s

transfer

agent.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statement

of

Operations

as

Sub-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,

2023,

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 Trust

until

at

least

April

30,

2024.

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 the

Fund’s

business

are

excluded

from

the

expense

limit.

As

of

December

31,

2023,

the

expense

limit (excluding

voluntary

waivers) was:

Under

the

terms

of

the

expense

limitation

agreement, 

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.

The

Fund

has

not

recorded

any

amounts

available

to

be

repaid

to

the

Adviser

as

a

commitment

and

contingency

liability

due

to

an

assessment

that

such

repayments

are

not

probable

at

December

31,

2023.

As

of December

31,

2023,

the

following amounts

are

available

to

be

repaid

to

the

Adviser. 

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 are

not

available

to

be

recouped

at

a

future

time.

There

were

no

voluntary

waivers

or

reimbursements

for

the year

ended

December

31,

2023.

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.

Market

Risk

—

Overall

market

risks

may

affect

the

value

of

the

Fund.

Domestic

and

international

factors

such

as

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

a

particular

foreign

country,

its

nationals,

businesses,

or

industries;

and

related

geopolitical

events,

as

well

as

environmental

disasters

such

as

earthquakes,

fires,

and

floods,

or

other

catastrophes,

may

add

to

instability

in

global

economies

and

markets

generally,

and

may

lead

to

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

in

one

country

or

region

might

adversely

affect

issuers

in

another

country

or

region.

The

impact

of

these

and

other

factors

may

be

short-term

or

may

last

for

extended

periods.

Small-Capitalization

Stock

Risk

—

The

Fund

is

subject

to

small-cap

company

risk,

which

is

the

greater

risk

of

investing

in

smaller,

less

well-known

companies,

as

opposed

to

investing

in

established

companies

with

proven

track

records.

Small-cap

companies

also

may

have

In

effect

until

April

30,

2024

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

0.88%

Expires

2024

Expires

2025

Expires

2026

Total

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

..............................

$

147,496

$

96,013

$

70,489

$

313,998

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

20

limited

product

lines,

markets,

or

financial

resources.

Securities

of

such

companies

may

be

less

liquid

and

more

volatile

than

securities

of

larger

companies

or

the

market

in

general

and,

therefore,

may

involve

greater

risk

than

investing

in

the

securities

of

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.

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,

2023,

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

paid

a

pro-rata

portion

of

the

commitment

fees

plus

any

interest

on

amounts

borrowed.

Interest

is

based

on

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

27,

2023,

the

agreement

was

renewed

with

a

termination

date

of

June 24,

2024, and

the

annual

commitment

fee

of

0.15%

remained

unchanged. Interest

charged

to

the

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,

2023.

Interfund

Lending:

The

Trust

and

the

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

(as

defined

in

the

Order),

interest

charged

to

the

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statement

of

Operations

under

Interfund

lending

fees.

As

a

Lender

(as

defined

in

the

Order),

interest

earned

by

the

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statement

of

Operations

under

Interfund

lending.

The

average

borrowing

or

lending

for

the

days

outstanding

and

average

interest

rate

for

the

Fund during

the

year

ended

December

31,

2023,

were

as

follows:

*

Based

on

the

number

of

days

borrowings

were

outstanding

for

the

year

ended

December

31,

2023.

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,

2023,

on

the

Statement

of

Assets

and

Liabilities,

as

a

result

of

permanent

book-to-tax

differences,

reclassification

adjustments

were

as

follows:

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).

During

the

tax

year

ended

December

31,

2023,

the

Fund

did

not

pay

distributions.

Borrower

or

Lender

Amount

Outstanding

at

December

31,

2023

Average

Borrowing*

Average

Interest

Rate*

Maximum

Borrowing

During

the

Period

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

.........

Borrower

$

—

$

1,234,000

5.10%

$

1,234,000

Total

Accumulated

Earnings/(Loss)

Capital

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

..................................

$

280,913

$

(280,913)

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

21

As

of

December

31,

2023,

the

components

of

accumulated

earnings/(loss)

on

a

tax

basis

were

as

follows:

*

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

company

adjustments.

As

of December

31,

2023,

the

Fund

had

net

capital

loss

carryforwards as

shown

in the

table

below.

It

is

unlikely

that

the

Board

will

authorize

a

distribution

of

capital

gains

realized

in

the

future

until

the

capital

loss

carryforwards

have

been

used.

During

the

tax

year

ended

December

31,

2023,

the

Fund

utilized

$(1,593,949) of

capital

loss

carryforwards.

As

of December

31,

2023,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

as

follows: 

8.

New

Regulatory

Pronouncement:

In

October

2022,

the

SEC

adopted

the

Tailored

Shareholder

Reports

Rule

and

form

amendments

that

require,

among

other

things,

mutual

funds

and

ETFs

to

prepare

and

transmit

streamlined

annual

and

semi-annual

shareholder

reports.

In

connection

with

these

amendments,

certain

information

that

was

previously

disclosed

in

shareholder

reports

will

instead

be

made

available

online,

delivered

free

of

charge

upon

request,

and

filed

with

the

SEC

on

a

semi-annual

basis.

Also

in

connection

with

these

amendments,

annual

and

semi-annual

reports

will

be

provided

directly

to

shareholders,

either

in

paper

or

(if

the

shareholder

has

so

elected)

electronically.

Compliance

with

the

rule

and

form

amendments

begins

in

July

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Fund.

Year

Ended

December

31,

2022

Distributions

Paid

From:

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

....................................................

$

18,459,749

$

18,459,749

Accumulated

Capital

And

Other

Losses

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

...................................

$

(21,229,481)

$

7,710,529

$

(13,518,952)

Short-Term

Amount

Long-Term

Amount

Total

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

...............................

$

(21,229,481)

$

—

$

(21,229,481)

Cost

of

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

..........

$

65,417,178

$

11,733,514

$

(4,022,985)

$

7,710,529

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

Small

Cap

Growth

Equity

VIP

Series

(the

“Fund”),

a

series

of

Victory

Variable

Insurance

Funds,

as

of

December

31,

2023,

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

five

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,

2023,

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

five

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

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,

2023,

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.

COHEN

&

COMPANY,

LTD.

Cleveland,

Ohio

February

15,

2024

Supplemental

Information

December

31,

2023

Victory

Variable

Insurance

Funds

23

(Unaudited)

Trustee

and

Officer

Information

Board

of

Trustees:

Overall

responsibility

for

management

of

the

Trust

rests

with

the

Board.

The

Trust

is

managed

by

the

Board

in

accordance

with

the

laws

of

the

State

of

Delaware.

There

are

currently

nine

Trustees,

eight

of

whom

are

not

“interested

persons”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Independent

Trustees”)

and

one

of

whom

is

an

“interested

person”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Interested

Trustee”).

The

Trustees,

in

turn,

elect

the

officers

of

the

Trust

to

actively

supervise

its

day-to-day

operations.

The

following

tables

list

the

Trustees,

their

date

of

birth,

position

with

the

Trust,

commencement

of

service,

principal

occupations

during

the

past

five

years,

and

any

directorships

of

other

investment

companies

or

companies

whose

securities

are

registered

under

the

Securities

Exchange

Act

of

1934,

as

amended,

or

who

file

reports

under

that

Act.

Each

Trustee

oversees 6

portfolios

in

the

Trust,

37

portfolios

in

Victory

Portfolios,

and 27

portfolios

in

Victory

Portfolios

II,

each

a

registered

investment

company

that,

together

with

the

Trust,

comprise

the

Victory

Fund

Complex.

Each

Trustee’s

address

is

c/o

Victory

Portfolios,

4900

Tiedeman

Road,

4th

Floor,

Brooklyn,

Ohio

44144.

*

The

Board

has

designated

Ms.

Beard

as

its

Audit

Committee

Financial

Expert.

**

Mr.

Bushe

retired

from

the

Board

effective

January

1,

2024.

***

Mr.

Pettee

was

appointed

to

serve

as

an

Independent

Trustee

of

the

Trust

effective

January

1,

2024.

****

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.

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,

(October

1951)

Trustee

February

2005

Consultant

(since

2006).

None.

Nigel

D.

T.

Andrews,

(April

1947)

Trustee

August

2002

Retired.

Director,

Carlyle

Secured

Lending,

Inc.

(formerly

TCG

BDC

I,

Inc.)

(since

2012);

Director,

Carlyle

Credit

Solutions,

Inc.

(formerly

TCG

BDC

II,

Inc.)

(since

2017);

Trustee,

Carlyle

Secured

Lending

III

(since

2021).

E.

Lee

Beard,*

(October

1951)

Trustee

February

2005

Retired.

None.

Dennis

M.

Bushe,**

(October

1951)

Trustee

July

2016

Retired.

None.

John

L.

Kelly,

(April

1953)

Chair

and

Trustee

February

2015

Managing

Partner,

Active

Capital

Partners

LLC

(since

October

2017).

Director,

Caledonia

Mining

Corporation

(since

May

2012).

David

L.

Meyer,

(April

1957)

Trustee

December

2008

Retired.

None.

Gloria

S.

Nelund,

(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,

(December

1944)

Trustee

February

1998

Private

Investor.

Chair,

Caledonia

Mining

Corporation

(2013-2023).

Advisory

Trustee

Timothy

Pettee,***

(April

1958)

Advisory

Trustee

January

2023

Chief

Investment

Officer,

Hoya

Capital

Real

Estate

LLC

(since

February

2022);

Chief

Investment

Officer,

Sun

America

Asset

Management

Corp.

(January

2003-

July

2021).

None.

Interested

Trustee

David

C.

Brown,****

(May

1972)

Trustee

May

2008

Chief

Executive

Officer

and

Chairman

(since

2013),

the

Adviser;

Chief

Executive

Officer

and

Chairman

(since

2013),

Victory

Capital

Holdings,

Inc.;

Director

(since

2013),

Victory

Capital

Services,

Inc.;

Director

(since

2019),

Victory

Capital

Transfer

Agency,

Inc.

Trustee,

Victory

Portfolios

III;

Board

Member,

Victory

Capital

Services,

Inc.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

24

(Unaudited)

Officers:

The

officers

of

the

Trust

are

elected

by

the

Board

to

actively

supervise

the

Trust’s

day-to-day

operations.

The

officers

of

the

Trust,

their

date

of

birth,

the

length

of

time

served,

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

15935

La

Cantera

Parkway,

San

Antonio,

Texas

78256.

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

James

K.

De

Vries,

(April

1969)

President

May

2023

Head

of

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Executive

Director,

the

Adviser

(7/1/19-4/30/23);

Executive

Director,

Investment

and

Financial

Administration,

USAA

(2012-

6/30/19);

Treasurer,

USAA

Mutual

Funds

Trust

(2018-4/30/23).

Mr.

De

Vries

also

serves

as

the

Principal

Executive

Officer

for

the

Funds,

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Scott

A.

Stahorsky,

(July

1969)

Vice

President

December

2014

Director,

Third-Party

Dealer

Services

&

Reg

Administration,

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Manager,

Fund

Administration,

the

Adviser

(2015-4/30/23).

Mr.

Stahorsky

also

serves

as

Vice

President

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Thomas

Dusenberry,

(July

1977)

Secretary

May

2022

Director,

Fund

Administration,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2022-4/30/23);

Treasurer

and

Principal

Financial

Officer

(2020-2022),

Assistant

Treasurer

(2019),

Salient

MF

Trust,

Salient

Midstream,

MLP

Fund,

and

Forward

Funds;

Principal

Financial

Officer

(2018-

2021)

and

Treasurer

(2020-2021),

Salient

Private

Access

Funds

and

Endowment

PMF

Funds;

Senior

Vice

President

of

Fund

Accounting

and

Operations,

Salient

Partners

(2020-2022);

Director

of

Fund

Operations,

Salient

Partners

(2016-2019).

Mr.

Dusenberry

also

serves

as

Secretary

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Allan

Shaer,

(March

1965)

Treasurer

May

2017

Senior

Vice

President,

Financial

Administration,

Citi

Fund

Services

Ohio,

Inc.

(since

2016).

Mr.

Shaer

also

serves

as

the

Funds’

Principal

Financial

and

Accounting

Officer.

Mr.

Shaer

also

serves

as

Treasurer

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Christopher

A.

Ponte,

(March

1984)

Assistant

Treasurer

December

2017

Director,

Fund

and

Broker

Dealer

Finance,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2017-4/30/23);

Chief

Financial

Officer,

Victory

Capital

Services,

Inc.

(since

2018).

Mr.

Ponte

also

serves

as

Assistant

Treasurer

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Carol

D.

Trevino,

(October

1965)

Assistant

Treasurer

February

2023

Director,

Financial

Reporting,

Fund

Administration,

the

Adviser

(5/1/23-present);

Director,

Accounting

and

Finance,

the

Adviser

(7/1/19-4/30/23);

Accounting/Financial

Director,

USAA

(12/13-

6/30/19).

Ms.

Trevino

also

serves

as

Assistant

Treasurer

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Sean

Fox,

(September

1976)

Chief

Compliance

Officer

June

2022

Senior

Compliance

Officer,

the

Adviser

(2019-present);

Compliance

Officer,

the

Adviser

(2015-2019).

Mr.

Fox

also

serves

as

Chief

Compliance

Officer

for

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Michael

Bryan,

(December

1962)

Anti-Money

Laundering

Compliance

Officer

and

Identity

Theft

Officer

May

2023

Vice

President,

CCO

Compliance

Support

Services,

Citi

Fund

Services

Ohio,

Inc.

(2008-present).

Mr.

Bryan

also

serves

as

the

Anti-Money

Laundering

Compliance

Officer

and

identity

Theft

Officer

for

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Jay

G.

Baris,

(January

1954)

Assistant

Secretary

February

1998

Partner,

Sidley

Austin

LLP

(since

2020);

Partner,

Shearman

&

Sterling

LLP

(2018-2020).

Victory

Variable

Insurance

Funds

25

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Proxy

Voting

and

Portfolio

Holdings

Information 

Proxy

Voting:

Information

regarding

the

Fund’s

policies

and

procedures

—

which

describes

how

we

vote

proxies

relating

to

portfolio

securities

—

is

included

in

the

Fund’s

Statement

of

Additional

Information

on

our

website

or

upon

request

by

calling

800-539-3863.

The

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

12

months

ended

June

30

by

August

31.

The

proxy

voting

record

is

available

free

of

charge

on

the

SEC

website

at sec.gov and

on

our

website.

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-P

and

is

available

on

the

SEC’s

website

at

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,

2023,

through

December

31,

2023.

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

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

Victory

RS

Small

Cap

Growth

Equity

VIP

Series

.

$

1,000.00

$

1,065.80

$

1,020.77

$

4.58

$

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).

Victory

Variable

Insurance

Funds

26

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Additional

Federal

Income

Tax

Information 

For

the

fiscal

year

ended

December

31,

2023,

the

Fund

hereby

designates

the

maximum

amount

allowable

of

its

net

taxable

income

as

qualified

dividends

taxed

at

individual

net

capital

gain

rates.

Shareholders

will

be

notified

via

IRS

Form

1099

of

the

amounts

for

use

in

preparing

their

income

tax

return.

Victory

Variable

Insurance

Funds

27

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Considerations

of

the

Board

in

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

on

behalf

of

the

Fund

at

a

meeting,

which

was

called

for

that

purpose,

on

December

5,

2023.

The

Board

also

considered

information

relating

to

the

Fund

and

the

Agreement

provided

throughout

the

year

and,

more

specifically,

at

the

meetings

on

October

17,

2023

and

December

5,

2023.

In

considering

whether

to

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Fund

to

assist

it

in

evaluating

the

terms

of

the

Agreement.

In

response

to

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

to

the

continuation

of

the

Agreement.

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.

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)

and

whether

breakpoints

would

be

appropriate;

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

business

and

services

with

respect

to

the

Fund

and

with

respect

to

all

the

funds

as

a

whole.

The

Board

retained

an

independent,

third-party

consultant

to

provide

comparative

information

about

fees,

expenses

and

performance,

and

to

design

and

maintain

a

database

of

relevant

information

designed

to

assist

the

Board

in

retrieving

and

analyzing

comparative

information.

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.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

28

(Unaudited)

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,

2023,

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

all

of

the

periods

reviewed.

The

Board

discussed

with

management

the

Fund’s

underperformance

and

expense

profile,

including

any

steps

taken

by

the

Adviser

or

could

be

taken

in

the

future

to

enhance

performance.

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:

(i)

the

Adviser’s

services

benefitted

the

Fund’s

shareholders,

particularly

in

light

of

the

nature

of

the

Fund

and

the

services

required

to

support

the

Fund;

(ii)

it

was

generally

satisfied

with

the

nature,

quality

and

extent

of

the

services

provide

by

the

Adviser

to

the

Fund;

and

(iii)

the

Agreement,

on

behalf

of

the

Fund,

was

consistent

with

the

best

interests

of

the

Fund

and

its

shareholders.

Accordingly,

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

entails

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

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

of

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

of

the

Adviser.

Victory

Variable

Insurance

Funds

29

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Privacy

Policy

Facts

WHAT

DOES

VICTORY

DO

WITH

YOUR

PERSONAL

INFORMATION?

Why?

Financial

companies

choose

how

they

share

your

personal

information.

Federal

law

gives

consumers

the

right

to

limit

some,

but

not

all

sharing.

Federal

law

also

requires

us

to

tell

you

how

we

collect,

share,

and

protect

your

personal

information.

Please

read

this

notice

carefully

to

understand

what

we

do.

What?

The

types

of

personal

information

we

collect,

and

share

depend

on

the

product

or

service

you

have

with

us.

This

information

can

include:

■

Social

Security

number

and

income.

■

Account

balances

and

account

transactions.

■

Data

from

public

sources

and

third-party

data

services.

How?

All

financial

companies

need

to

share

customers’

personal

information

to

run

their

everyday

business

as

permitted

by

law.

For

example,

we

share

with

print

and

mail

companies

that

assist

us

in

sending

mail.

In

the

section

below,

we

list

the

reasons

financial

companies

can

share

their

customers’

personal

information,

the

reasons

Victory

chooses

to

share

and

whether

you

can

limit

this

sharing.

Reasons

we

can

share

your

personal

information

Does

Victory

share?

Can

you

limit

this

sharing?

For

our

everyday

business

purposes

—

such

as

to

process

your

transactions,

maintain

your

accounts,

respond

to

court

orders

and

legal

investigations,

or

report

to

credit

bureaus

Yes

No

For

our

marketing

purposes

—

to

offer

products

and

services

provided

by

Victory

Yes

No

For

joint

marketing

—

sharing

with

other

financial

companies

to

jointly

market

the

other

company’s

products

or

services

No

We

do

not

share

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

Victory

transactions

and

experiences

Yes

No

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

creditworthiness

or

insurability

No

We

do

not

share

For

non-Victory

companies

to

market

to

you

No

We

do

not

share

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

30

(Unaudited)

To

limit

our

sharing

■

Visit

us

online:

vcm.com/optout

■

Call

(877)

660-4400

–

our

menu

will

prompt

you

through

your

choices.

Please

note:

If

you

are

a

new

customer,

we

can

begin

sharing

this

information

30

days

from

the

date

we

sent

this

notice.

When

you

are

no

longer

our

customer,

we

continue

to

share

and

protect

your

information

as

described

in

this

notice.

However,

you

can

contact

us

at

any

time

to

limit

our

sharing.

Questions?

Call

your

account

representative

or

(877)

660-4400

and

ask

to

speak

to

a

representative.

Who

we

are

Who

is

providing

this

notice?

Victory

Capital

Holdings,

Inc.,

and

its

family

of

companies,

including

companies

identified

with

the

Victory

Capital

name

as

described

in

the

affiliates

section

below.

What

we

do

How

does

Victory

protect

my

personal

information?

To

protect

your

personal

information

from

unauthorized

access

and

use,

we

use

security

measures

that

comply

with

federal

law.

These

measures

include

computer

safeguards

and

secured

files

and

buildings.

How

does

Victory

collect

my

personal

information?

We

collect

your

personal

information,

for

example,

when

you:

■

Open

an

account

or

make

deposits

or

withdrawals

from

your

account.

■

Give

us

your

contact

or

account

information.

■

Direct

us

to

buy

or

sell

securities.

We

also

collect

your

personal

information

from

others,

such

as

credit

bureaus,

affiliates,

or

other

companies.

Why

can’t

I

limit

all

sharing?

Federal

law

gives

you

the

right

to

limit

only:

■

Sharing

among

affiliated

companies

for

everyday

business

purposes

information

about

your

creditworthiness

and

insurability.

■

Affiliates

from

using

your

information

to

market

to

you.

■

Sharing

for

nonaffiliates

to

market

to

you.

State

laws

and

individual

companies

may

give

you

additional

rights

to

limit

sharing.

See

below

for

more

on

your

rights

under

state

law.

What

happens

when

I

limit

sharing

for

an

account

I

hold

jointly

with

someone

else?

Your

choices

will

apply

to

everyone

on

your

account.

Definitions

Victory

family

of

companies

(affiliates)

Companies

owned

or

controlled

by

Victory

Capital

Holdings,

Inc.

They

can

be

financial

and

nonfinancial

companies

in

the

Victory

family

of

companies.

■

The

Victory

family

of

companies

includes:

companies

with

a

Victory

Capital

name,

including

without

limitation

Victory

Capital

Services,

Inc.,

Victory

Capital

Transfer

Agency,

Inc.,

Victory

Capital

Management

Inc.

and

its

subsidiaries,

RS

Investments

(UK)

Limited,

RS

Investments

(Hong

Kong)

Limited,

and

RS

Investment

Management

(Singapore)

Pte.

Ltd.,

as

well

as

pooled

vehicles

managed

or

administered

by

Victory

Capital

Management

Inc.,

from

time

to

time.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

31

(Unaudited)

Non-Victory

companies

(nonaffiliates)

Companies

not

related

by

common

ownership

or

control.

They

can

be

financial

and

nonfinancial

companies.

■

We

only

share

with

non-Victory

companies

to

service

transactions

you

request

or

as

necessary

to

provide

our

services.

■

We

do

not

share

with

non-Victory

companies

so

they

can

market

their

products

to

you.

Joint

Marketing

A

formal

agreement

between

a

Victory

company

and

a

non-Victory

financial

company

to

market

the

non-Victory

company’s

products

or

services

to

you.

■

We

do

not

share

with

any

non-Victory

financial

company

for

joint

marketing.

Other

important

information

For

Nevada

Residents

:

Nevada

law

requires

that

we

tell

you

about

the

option

to

be

placed

on

our

internal

do-

not-call

list.

If

you’d

rather

not

receive

sales

calls

from

us,

please

call

(877)

660-4400

and

ask

to

speak

to

a

representative

so

we

can

place

you

on

our

do-not-call

list.

You

may

also

contact:

Bureau

of

Consumer

Protection

Office

of

the

Nevada

Attorney

General,

555

E.

Washington

Ave.,

Ste.

3900,

Las

Vegas,

NV

89101,

call

1-702-486-3132

or

Email:

BCPINFO@ag.state.nv.us.

For

Vermont

Residents

:

In

accordance

with

Vermont

law,

we

will

not

share

information

we

collect

about

you

with

companies

who

are

not

affiliates,

except

as

permitted

by

law,

such

as

with

your

consent

or

to

service

your

accounts.

We

will

not

share

information

about

your

creditworthiness

with

our

affiliates

without

your

authorization

or

consent,

but

we

may

share

information

about

our

transactions

or

experiences

with

you

with

our

affiliates

as

permitted

by

law.

For

California

Residents

:

In

accordance

with

California

law,

we

will

not

share

information

we

collect

about

you

with

nonaffiliates,

except

as

allowed

by

law.

For

example,

we

may

share

information

with

your

consent

or

to

service

your

accounts.

Among

our

affiliates,

we

will

limit

information

sharing

to

the

extent

required

by

California

law.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VVIF-RS-SCGEVIP-AR

(12/23)

December

31,

2023

Annual

Report

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

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

interest-

ed

in

planning

tools,

or

an

investment

professional,

vcm.com

has

what

you

seek.

Visit

us

anytime.

We’re

always

open.

TABLE

OF

CONTENTS

Victory

Variable

Insurance

Funds

1

Shareholder

Letter

(Unaudited)

3

Managers’

Commentary

(Unaudited)

5

Investment

Overview

(Unaudited)

7

Investment

Objective

and

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

19

Report

of

Independent

Registered

Public

Accounting

Firm

26

Supplemental

Information

(Unaudited)

Trustee

and

Officer

Information

27

Proxy

Voting

and

Portfolio

Holdings

Information 

29

Expense

Example

29

Additional

Federal

Income

Tax

Information

30

Advisory

Contract

Renewal

31

Privacy

Policy

33

2

Call

Victory

at:

800-539-FUND

(800-539-3863)

Visit

our

website

at:

vcm.com

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

3

Victory

Funds

Letter

to

Shareholders

(Unaudited)

Dear

Shareholder,

What

a

difference

a

year

can

make.

After

enduring

tumultuous

markets

and

steep

drawdowns

in

both

equities

and

bonds

during

2022,

investors

must

be

feeling

a

sense

of

relief.

Despite

the

ongoing

challenges

and

several

bouts

of

elevated

volatility,

we

all

benefitted

from

an

impressive

rebound

in

both

stock

and

bond

markets

during

our

most

recent

annual

reporting

period

ending

December

31,

2023.

Looking

back,

it

wasn’t

clear

sailing

all

year,

and

there

were

plenty

of

twists

and

turns

along

the

way.

The

year

got

off

to

a

quick

start

as

equity

investors

enjoyed

what

could

only

be

described

as

a

relief

rally.

Markets

rebounded

in

January

after

the

excessive

selling

of

2022.

In

the

United

States,

some

of

the

most

beaten

down

growth

sectors

that

were

punished

during

the

period

of

sharply

rising

interest

rates

led

the

market

higher.

But

the

rebound

was

threatened

in

March

due

to

some

unusual

turmoil

within

the

banking

sector,

which

resulted

in

the

collapse

of

a

few

large

regional

banks.

This

ratcheted

up

volatility

for

a

little

while

as

investors

feared

a

wider

banking

crisis;

however,

the

U.S.

Federal

Reserve

(the

“Fed”)

took

the

necessary

steps

to

quickly

restore

confidence

in

the

banking

system.

It

also

helped

that

the

Fed

paused

its

rate

hikes

as

inflation

data

finally

began

to

cool.

Financial

markets

resumed

their

rally

in

the

second

quarter

and

into

the

summer,

but

the

momentum

again

reversed

later

in

the

third

quarter.

Investors

wondered

if

the

Fed

would

be

able

to

remove

all

the

excess

liquidity

that

had

been

used

to

support

the

economy

during

the

pandemic

without

causing

a

recession.

Ironically,

good

news

on

the

economy

had

become

bad

news

on

the

interest-rate

outlook.

We

were

all

waiting

for

labor

markets

to

moderate,

which

would

help

keep

wages

in

check

and

ensure

inflation

would

not

worsen.

The

market

began

struggling

with

the

renewed

notion

that

interest

rates

would

remain

“higher-for-longer,”

which

seemingly

became

the

Fed’s

new

mantra.

Deep

into

the

third

quarter

investors

were

dealing

with

yet

another

bout

of

turmoil

as

yields

pushed

higher

and

eventually

peaked

for

the

year.

This

was

widely

interpreted

as

a

warning

sign

for

future

economic

growth,

and

many

pundits

were

also

predicting

an

imminent

recession.

Fortunately,

it

was

a

false

alarm

and

sentiment

flipped

as

we

approached

year-end.

Economic

growth

proved

resilient,

corporate

earnings

continued

to

meet

or

exceed

expectations,

labor

markets

eased,

and

key

measures

of

inflation

moderated.

All

this

gave

the

Fed

the

leeway

to

back

off—and

likely

end—its

historic

rate-hike

campaign.

Not

surprisingly,

the

fourth

quarter

finished

with

a

strong

rally

in

equity

markets,

and

with

declining

yields

and

rising

bond

prices.

Investors

cheered!

In

terms

of

the

numbers,

the

S&P

500

®

Index,

the

bell-weather

proxy

for

our

domestic

stock

market,

delivered

an

impressive

total

return

of

more

than

26%

for

our

annual

reporting

period.

Bonds

also

rebounded

from

a

dreadful

prior

year.

The

Bloomberg

U.S.

Aggregate

Bond

Index—a

proxy

for

a

diversified

fixed

income

portfolio

and

one

that

many

investors

and

institutions

follow

closely—delivered

a

total

return

of

5.53%

for

the

year.

Although

the

story

of

2023

had

a

happy

ending,

it’s

important

to

remember

that

it

was

a

winding

road

replete

with

many

challenges.

As

we

have

championed

before,

it’s

vital

to

remain

calm

in

the

face

of

adversity,

but

it’s

also

important

to

resist

unbridled

optimism

when

markets

rally

strongly. We

believe

the best

approach

is

to

stay

even

keeled

and

unemotional,

and

that

you

should

understand your

own

risk

tolerance,

maintain

a

well-diversified

portfolio

across

asset

classes

and

investment

types,

and

make

a

long-term

plan

and

stick

to

it.

We

still

believe

that’s

the

best

formula

for

success.

4

On

the

following

pages

you

will

find

information

relating

to

your

Victory

Funds

investment.

If

you

have

any

questions,

we

encourage

you

to

contact

your

financial

advisor. If

you

invest

with

us

directly,

you

may

call

800-539-3863 or

visit

our

website

at

vcm.com.

From

all

of

us

here

at

Victory

Capital,

thank

you

for

letting

us

help

you

work

toward

your

investment

goals.

James

De

Vries

President,

Victory

Funds

5

Victory

Sophus

Emerging

Markets

VIP

Series

Managers’

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

in

2023,

returning

9.83%

versus

developed

markets,

as

measured

by

the

MSCI

World

Index

and

the

S&P

500®

Index,

which

returned

22.2%

and

26.29%,

respectively.

All

regions

ended

the

period

in

positive

territory.

The

U.S.

Federal

Reserve

(the

“Fed”)

paused

its

aggressive

interest

rate

hiking

campaign

to

bring

inflation

back

to

target.

At

the

Federal

Open

Markets

Committee

(FOMC)

meeting

in

December,

Fed

Chairman

Jerome

Powell

signaled

a

sustained

pause

with

expectations

for

future

interest

rate

cuts.

As

such,

global

markets

have

reflected

a

significant

sentiment

shift

away

from

their

previous

positioning

in

anticipation

of

“higher-for-longer”

monetary

policy,

recalibrating

expectations

to

when

central

bankers

will

begin

cutting

rates

again.

Latin

America

was

the

best

performing

region

in

the

period,

up

32.7%.

Mexico

(+40.9%),

Peru

(+36.6%),

and

Brazil

(+32.7%)

were

the

top

performers

in

the

region.

The

Mexican

Peso

gained

2.7%

vs.

the

U.S.

dollar

in

the

fourth

quarter,

accentuating

what

has

proven

to

be

a

resilient

investment

boom

driven

by

nearshoring

in

the

North

and

public

infrastructure

investment

in

the

South.

Mexico

has

been

gaining

market

share

in

U.S.

imports,

recently

surpassing

China

and

Canada.

We

believe

a

soft-landing

scenario

in

the

United

States,

coupled

with

the

ongoing

nearshoring

theme

offers

upside

with

potential

to

offset

risk

to

an

intensification

of

political

noise

and/or

any

large

fiscal

impulse

ahead

of

the

presidential

election.

Peru

surged

on

easing

monetary

policy,

a

strong

currency,

and

improving

fundamentals

reinforced

by

a

package

of

stimulus

measures

aimed

at

boosting

investments,

particularly

in

the

country’s

critical

mining

sector.

Brazilian

markets

continued

to

benefit

from

improving

discussions

concerning

government

revenue

measures

and

the

positive

signal

that

the

fiscal

target

for

the

following

year

would

be

preserved,

all

further

buoyed

by

the

current

interest

rate

easing

cycle.

For

Brazil,

2023

was

marked

by

the

approval

of

a

new

fiscal

framework.

Eastern

Europe,

Middle

East,

and

Africa

(EEMEA)

remained

strong

in

2023,

up

8.3%.

Hungary

(+50.9%),

Greece

(+49.5%)

and

Poland

(+48.6%)

were

the

top

performers

in

the

region.

Hungary

benefited

from

stabilized

financial

conditions,

albeit

weaker

Gross

Domestic

Product

(“GDP”)

growth,

and

expectations

for

the

gradual

normalization

of

monetary

policy.

Both

Greece

and

Poland

surged

on

positive

election

results

delivering

victory

to

their

respective

pro-market

regimes.

Turkey

(-5.7%),

on

the

other

hand,

faced

profit-taking

during

the

period

as

investors

weighed

a

big

structural

shift

based

on

a

credible

mix

of

monetary

and

fiscal

policies,

against

concerns

around

the

execution

of

the

policy

mix,

whether

tightening

will

be

sufficient

to

make

Turkish

assets

attractive

to

non-residents,

and

(most

importantly)

if

politics

can

inevitably

reverse

all

the

progress

that

has

been

achieved

so

far.

Asia

also

performed

well

in

2023,

up

7.8%,

as

broader-based

strength

from

Taiwan

(+30.4%),

South

Korea

(+23.2%),

and

India

(+20.7%)

proved

enough

to

offset

weakness

from

China

(-11.0%).

Taiwan

was

one

of

the

best

performing

markets

overall

in

2023,

rallying

in

January

on

expectations

of

an

earnings

recovery,

information

technology

sector

let

markets

in

the

second

quarter,

supported

by

investor

fervor

around

artificial

intelligence

“AI”,

and

in

November

thanks

to

a

combination

of

positive

macroeconomics,

AI,

and

geopolitics.

While

Taiwan

heads

into

presidential

and

parliamentary

elections,

many

anticipate

the

market

will

remain

resilient

after

this

election

overhang

is

removed.

Korea

benefited

from

indications

of

the

memory

chip

sector’s

turnaround

following

supply

cuts

by

producers,

leading

to

faster

inventory

digestion

and

price

recovery,

as

well

as

from

strong

AI-related

demand.

India

remains

a

clear

beneficiary

of

continued

sentiment

around

shifting

supply

chains

away

from

China

amid

geopolitical

tensions

thanks

to

its

large

domestic

market,

low

trade

dependency,

relatively

high

monetary

sovereignty,

and

domestic

structural

reforms.

China’s

economy

remains

stuck

in

a

rut,

with

a

weak

property

market,

muted

consumption,

low

private

sector

capital

expenditure,

net

negative

Foreign

Direct

Investment

(“FDI”),

and

low

confidence.

Indeed,

business

sentiment

in

China

is

at

an

all-time

low

due

to

a

series

of

regulatory

decisions

taken

by

the

Chinese

government,

which

had

been

uncharacteristic

of

the

predictable

regulatory

framework

under

which

the

Chinese

private

sector

flourished

over

the

prior

15

years.

Ultimately,

the

key

issue

facing

China

is

its

high

national

saving

rate

(45%

in

2021

and

as

a

percentage

of

annual

gross

domestic

savings)

and

inability

to

stimulate

consumption.

China

has

continued

to

avoid

material

stimulus

measures,

with

Beijing’s

focus

remaining

on

incremental

easing

even

though

nominal

GDP

growth

has

been

running

below

real

GDP

growth.

Effectively,

this

forces

China

into

a

perpetual

cycle

of

investment

and

exports,

distorting

real

estate

while

creating

global

overcapacities.

Despite

geopolitical

tensions,

deteriorating

U.S.-China

relations,

and

the

diversification

of

supply

chains

away

from

China,

trade

surplus

has

risen,

reflecting

increased

exports

to

the

Global

South

even

as

FDI

into

China

has

turned

negative.

The

spike

in

global

inflation

in

2023

resulted

from

three

factors:

supply

chain

issues,

geopolitics/commodity

shocks,

and

fiscal

spending

which

also

had

the

unintended

consequence

of

improving

labor’s

bargaining

power.

In

aggregate,

these

three

forces

6

Victory

Sophus

Emerging

Markets

VIP

Series

Managers’

Commentary

(continued)

(Unaudited)

significantly

dissipated

over

the

course

of

the

year,

a

trend

which

many

expect

to

continue

on

a

global

basis.

The

U.S.

dollar

weakened

steadily

over

the

fourth

quarter

as

a

result

of

cooling

inflation

in

the

United

States,

which

has

only

increased

expectations

for

a

Fed

policy

pivot.

We

believe

increased

Fed

easing

expectations

should

be

bearish

for

the

U.S.

dollar

and

therefore

positive

for

Asia

and

other

emerging

market

equities.

Central

banks

will

have

more

room

to

cut

rates

in

these

countries

due

to

earlier

and

faster

rate

hikes

early

in

the

pandemic

crisis,

and

in

many

cases

less

overt

fiscal

stimulus

packages.

Any

recoveries

in

global

manufacturing

and/or

China’s

economy

would

also

support

global

growth

expectations,

presenting

further

near-term

U.S.

dollar

headwinds.

How

did

Victory

Sophus

Emerging

Markets

VIP

Series

(the

“Fund”)

perform

during

the

reporting

period?

The

Fund

returned

11.03%

for

the

12

months

ended

December

31,

2023,

outperforming

the

Index,

which

returned

9.83%

for

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

companies

that

we

believe

have

the

potential

for

strong

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

consistent

excess

returns

over

time.

Stock

selection

in

the

consumer

discretionary

sector

was

the

largest

contributor

to

relative

performance

overall

in

2023,

thanks

to

overweight

positions

in

PDD

Holdings

Inc.,

ADR,

a

Chinese

e-commerce

platform

operator;

Hisense

Home

Appliances,

a

leading

player

among

China’s

tier-2

producers

of

refrigerators

and

air

conditioners;

and

Alsea,

one

of

the

largest

operators

of

quick-

service

restaurants,

casual-dining

restaurants,

and

coffee

shops

in

Latin

America

as

well

as

in

Europe.

Relative

performance

also

benefited

from

weakness

in

China

and

underweight

positions

in

names

like

Meituan,

Li

Ning,

JD.com,

and

Yum

China,

among

others.

Information

technology

also

contributed

positively

to

relative

performance,

driven

by

positive

stock

selection,

helped

by

holdings

Gold

Circuit

Electronics,

Wiwynn

Corp.,

WUS

Printed

Circuit,

and

King

Yuan

Electronics

Co.

Ltd.,

among

others.

Information

technology

overall

thrived

throughout

the

year

on

a

combination

of

positive

macroeconomics,

expectations

of

an

earnings

recovery,

investor

fervor

around

AI,

and

geopolitics.

We

essentially

took

a

weight-neutral

approach

in

this

sector.

From

a

country

perspective,

India

was

the

largest

contributor

to

relative

performance

in

the

year,

due

to

stock

selection,

as

a

result

of

strong

performers

we

held

like

Cholamandalam

Investment

&

Finance,

Larsen

&

Toubro,

and

Manappuram

Finance

Ltd.,

among

others.

No

exposure

to

the

Adani

Group

also

helped,

especially

in

the

first

quarter

of

2023.

India

benefited

generally

during

this

period

from

strong

economic

data

supportive

of

fiscal

sustainability,

a

multiplier

effect

from

the

country’s

digital

integration,

and

expectations

of

interest

rate

cuts.

The

health

care

sector

was

the

largest

detractor

from

relative

performance

in

2023,

driven

by

a

combination

of

our

moderately

overweight

position

(in

a

sector

that

underperformed)

and

negative

stock

selection,

given

poor

performers

we

held

like

Wuxi

Biologics

Cayman,

Inc.,

CSPC

Pharmaceutical,

Shandong

Weigao,

and

China

Resources

Pharmaceutical.

Competition

issues

across

various

segments

within

Korea

and

regulatory

pricing

pressures

in

China

contributed

to

the

sector’s

poor

performance.

On

a

country

basis,

Saudi

Arabia

detracted

from

relative

performance

due

to

negative

stock

selection,

driven

mostly

by

our

holdings

Saudi

National

Bank,

Sahara

International

Petrochemical,

and

Saudi

Telecom

Co.,

while

our

slightly

underweight

position

in

this

market

also

weighed

negatively

on

relative

performance,

particularly

throughout

the

fourth

quarter

rally.

Holdings

are

subject

to

change.

There

is

no

guarantee

that

securities

mentioned

remain

in

or

out

of

the

Fund.

7

Victory

Sophus

Emerging

Markets

VIP

Series

Investment

Overview

(Unaudited)

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

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

1

The

unmanaged

MSCI

Emerging

Markets

Index

is

a

free-float-adjusted

market-capitalization-weighted

index

designed

to

measure

equity

market

performance

in

the

global

emerging

markets.

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

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.

Average

Annual

Total

Return

Year

Ended

December

31,

2023

Class

I

INCEPTION

DATE

10/17/94

Net

Asset

Value

MSCI

Emerging

Markets

Index

1

One

Year

11.03%

9.83%

Five

Year

3.31%

3.68%

Ten

Year

2.48%

2.66%

8

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

December

31,

2023

Investment

Objective

and

Portfolio

Holdings:

(Unaudited)

The

Fund

seeks

to

provide

long-term

capital

appreciation.

Top

10

Holdings*:

December

31,

2023

(%

of

Net

Assets)

Top

Sectors*:

December

31,

2023

(%

of

Net

Assets)

Does

not

include

futures

contracts,

money

market

instruments,

and

short-term

investments

purchased

with

cash

collateral

from

securities

loaned.

Refer

to

the

Schedule

of

Portfolio

Investments

for

a

complete

list

of

securities.

Taiwan

Semiconductor

Manufacturing

Co.

Ltd.

8.4%

Samsung

Electronics

Co.

Ltd.

5.9%

Tencent

Holdings

Ltd.

4.7%

Alibaba

Group

Holding

Ltd.

3.4%

ICICI

Bank

Ltd.

,

ADR

2.8%

PDD

Holdings,

Inc.

,

ADR

2.3%

Grupo

Financiero

Banorte

SAB

de

CV

,

Class

O

1.8%

Petroleo

Brasileiro

SA

,

ADR

1.7%

PT

Bank

Mandiri

Persero

Tbk

1.5%

Industrial

&

Commercial

Bank

of

China

Ltd.

,

Class

H

1.5%

Information

Technology

23.1%

Financials

18.8%

Consumer

Discretionary

16.8%

Industrials

10.3%

Communication

Services

7.8%

Materials

7.8%

Health

Care

4.1%

Energy

3.8%

Consumer

Staples

2.5%

Real

Estate

2.5%

Schedule

of

Portfolio

Investments

December

31,

2023

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

9

See

notes

to

financial

statements.

Security

Description

Shares

Value

Common

Stocks

(99.2%)

Brazil

(8.5%):

Communication

Services

(0.7%):

TIM

SA

.............................................................

51,600

$

190,092

Consumer

Discretionary

(0.6%):

Vibra

Energia

SA

.......................................................

35,259

165,212

Consumer

Staples

(0.4%):

Sao

Martinho

SA

.......................................................

16,000

96,617

Energy

(1.7%):

Petroleo

Brasileiro

SA,

ADR

...............................................

26,507

423,317

Financials

(1.4%):

Itau

Unibanco

Holding

SA,

ADR

............................................

50,929

353,957

Industrials

(0.8%):

Santos

Brasil

Participacoes

SA

.............................................

58,500

112,849

SIMPAR

SA

..........................................................

48,772

96,719

209,568

Information

Technology

(0.6%):

TOTVS

SA

...........................................................

22,900

158,875

Materials

(1.2%):

Vale

SA

..............................................................

19,700

312,131

Real

Estate

(0.6%):

Multiplan

Empreendimentos

Imobiliarios

SA

...................................

24,400

142,351

Utilities

(0.5%):

CPFL

Energia

SA

.......................................................

14,600

115,820

2,167,940

Chile

(0.4%):

Financials

(0.0%):(a)

Banco

de

Credito

e

Inversiones

SA

..........................................

1

27

Utilities

(0.4%):

Enel

Chile

SA

.........................................................

1,416,252

91,781

91,808

China

(23.1%):

Communication

Services

(5.9%):

NetEase,

Inc.

..........................................................

17,400

313,936

Tencent

Holdings

Ltd.

...................................................

31,430

1,186,681

1,500,617

Consumer

Discretionary

(7.9%):

Alibaba

Group

Holding

Ltd.

...............................................

91,148

878,021

BYD

Co.

Ltd.

.........................................................

10,000

275,857

Fuyao

Glass

Industry

Group

Co.

Ltd.,

Class

A

..................................

23,800

125,453

H

World

Group

Ltd.,

ADR

................................................

6,544

218,831

MINISO

Group

Holding

Ltd.,

ADR

..........................................

7,641

155,876

New

Oriental

Education

&

Technology

Group,

Inc.,

ADR(b)

........................

3,526

258,385

Yadea

Group

Holdings

Ltd.(c)

..............................................

60,000

105,687

2,018,110

Consumer

Staples

(0.5%):

Tsingtao

Brewery

Co.

Ltd.,

Class

H

..........................................

20,000

134,391

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

10

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Energy

(0.7%):

PetroChina

Co.

Ltd.,

Class

H

..............................................

268,000

$

177,099

Financials

(2.2%):

Industrial

&

Commercial

Bank

of

China

Ltd.,

Class

H

.............................

803,000

391,352

PICC

Property

&

Casualty

Co.

Ltd.,

Class

H

...................................

150,000

178,509

569,861

Health

Care

(1.2%):

Shenzhen

Mindray

Bio-Medical

Electronics

Co.

Ltd.,

Class

A

.......................

3,500

143,527

WuXi

AppTec

Co.

Ltd.,

Class

A

............................................

14,400

147,788

Wuxi

Biologics

Cayman,

Inc.(b)

............................................

–

—

291,315

Industrials

(2.2%):

China

Railway

Group

Ltd.,

Class

H

..........................................

381,000

169,891

Contemporary

Amperex

Technology

Co.

Ltd.,

Class

A

............................

5,200

119,716

Weichai

Power

Co.

Ltd.,

Class

H

............................................

79,000

131,986

ZTO

Express

Cayman,

Inc.,

ADR

...........................................

6,708

142,746

564,339

Information

Technology

(1.0%):

Chinasoft

International

Ltd.

...............................................

118,000

90,578

Luxshare

Precision

Industry

Co.

Ltd.,

Class

A

..................................

31,600

153,459

244,037

Materials

(1.5%):

Shandong

Nanshan

Aluminum

Co.

Ltd.,

Class

A

.................................

316,600

131,200

Western

Mining

Co.

Ltd.,

Class

A

...........................................

125,300

251,923

383,123

5,882,892

Greece

(2.3%):

Energy

(0.5%):

Motor

Oil

Hellas

Corinth

Refineries

SA

.......................................

4,891

128,403

Financials

(1.2%):

National

Bank

of

Greece

SA(b)

.............................................

41,649

289,327

Industrials

(0.6%):

Mytilineos

SA

.........................................................

3,909

158,356

576,086

Hong

Kong

(0.7%):

Consumer

Discretionary

(0.3%):

Man

Wah

Holdings

Ltd.

..................................................

117,600

80,658

Real

Estate

(0.4%):

China

Resources

Land

Ltd.

................................................

28,000

100,469

181,127

Hungary

(0.8%):

Financials

(0.8%):

OTP

Bank

Nyrt

........................................................

4,645

212,021

India

(13.7%):

Consumer

Discretionary

(1.9%):

Mahindra

&

Mahindra

Ltd.

................................................

12,495

259,519

Tata

Motors

Ltd.

.......................................................

23,250

217,834

477,353

Financials

(4.7%):

ICICI

Bank

Ltd.,

ADR

...................................................

30,428

725,403

LIC

Housing

Finance

Ltd.

.................................................

30,673

197,440

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

11

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Manappuram

Finance

Ltd.

................................................

135,511

$

279,841

1,202,684

Health

Care

(0.7%):

Dr.

Reddy's

Laboratories

Ltd.

..............................................

2,365

164,846

Industrials

(2.2%):

Ashok

Leyland

Ltd.

.....................................................

92,686

202,084

Larsen

&

Toubro

Ltd.

....................................................

8,537

361,546

563,630

Information

Technology

(1.0%):

Cyient

Ltd.

...........................................................

3,341

92,016

HCL

Technologies

Ltd.

...................................................

9,784

172,197

264,213

Materials

(2.4%):

JK

Paper

Ltd.

..........................................................

23,508

114,853

Tata

Steel

Ltd.

.........................................................

154,652

259,234

UltraTech

Cement

Ltd.

...................................................

1,904

240,207

614,294

Utilities

(0.8%):

Power

Grid

Corp.

of

India

Ltd.

.............................................

69,527

198,049

3,485,069

Indonesia

(1.5%):

Financials

(1.5%):

PT

Bank

Mandiri

Persero

Tbk

..............................................

1,003,600

394,303

Ireland

(2.3%):

Consumer

Discretionary

(2.3%):

PDD

Holdings,

Inc.,

ADR(b)

...............................................

4,058

593,726

Luxembourg

(1.1%):

Materials

(1.1%):

Ternium

SA,

ADR

......................................................

6,433

273,210

Mexico

(3.9%):

Consumer

Staples

(1.6%):

Fomento

Economico

Mexicano

SAB

de

CV,

ADR

...............................

1,569

204,519

Gruma

SAB

de

CV,

Class

B

...............................................

5,832

106,878

Kimberly-Clark

de

Mexico

SAB

de

CV,

Class

A

.................................

45,500

102,293

413,690

Financials

(1.8%):

Grupo

Financiero

Banorte

SAB

de

CV,

Class

O

.................................

44,403

446,593

Real

Estate

(0.5%):

Corp

Inmobiliaria

Vesta

SAB

de

CV

.........................................

31,267

124,180

984,463

Panama

(0.6%):

Industrials

(0.6%):

Copa

Holdings

SA,

Class

A

...............................................

1,365

145,113

Qatar

(0.7%):

Industrials

(0.7%):

Industries

Qatar

QSC

....................................................

47,176

166,921

Russian

Federation

(0.0%):(a)

Energy

(0.0%):(a)

Gazprom

PJSC(b)(d)(e)

..................................................

117,150

3,150

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

12

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Rosneft

Oil

Co.

PJSC,

GDR(b)(d)(e)

.........................................

48,095

$

2,254

5,404

Financials

(0.0%):

Sberbank

of

Russia

PJSC,

ADR(b)(d)(e)

......................................

31,735

—

5,404

Saudi

Arabia

(2.7%):

Communication

Services

(0.8%):

Saudi

Telecom

Co.

......................................................

19,594

211,512

Financials

(0.6%):

Alinma

Bank

..........................................................

15,200

156,967

Information

Technology

(0.6%):

Arabian

Internet

&

Communications

Services

Co.

................................

1,798

165,903

Materials

(0.7%):

SABIC

Agri-Nutrients

Co.

................................................

4,525

166,677

701,059

South

Africa

(0.8%):

Consumer

Discretionary

(0.1%):

The

Foschini

Group

Ltd.

..................................................

2,030

12,408

Financials

(0.7%):

Nedbank

Group

Ltd.

.....................................................

15,149

178,901

191,309

South

Korea

(15.6%):

Communication

Services

(0.4%):

JYP

Entertainment

Corp.

.................................................

1,320

103,392

Consumer

Discretionary

(1.9%):

Hyundai

Mobis

Co.

Ltd.

..................................................

1,136

208,162

Kia

Corp.

............................................................

3,619

279,913

488,075

Financials

(2.4%):

DB

Insurance

Co.

Ltd.

...................................................

3,613

234,026

KakaoBank

Corp.

.......................................................

8,909

196,204

Samsung

Securities

Co.

Ltd.

...............................................

6,208

184,966

615,196

Health

Care

(1.1%):

Classys,

Inc.

..........................................................

2,503

73,039

Samsung

Biologics

Co.

Ltd.(b)(c)

...........................................

333

195,928

268,967

Industrials

(2.0%):

Doosan

Bobcat,

Inc.

.....................................................

2,737

106,632

HD

Hyundai

Electric

Co.

Ltd.

..............................................

2,096

133,232

Hyundai

Rotem

Co.

Ltd.(b)

................................................

5,545

114,145

Samsung

Engineering

Co.

Ltd.(b)

...........................................

7,377

165,280

519,289

Information

Technology

(6.9%):

HAESUNG

DS

Co.

Ltd.

..................................................

2,182

93,176

Innox

Advanced

Materials

Co.

Ltd.

..........................................

6,666

164,736

Samsung

Electronics

Co.

Ltd.

..............................................

24,874

1,510,008

1,767,920

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

13

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Description

Shares

Value

Materials

(0.9%):

LG

Chem

Ltd.

.........................................................

586

$

225,424

3,988,263

Taiwan

(14.9%):

Consumer

Discretionary

(1.0%):

Makalot

Industrial

Co.

Ltd.

................................................

12,000

138,423

Poya

International

Co.

Ltd.

................................................

6,070

109,087

247,510

Health

Care

(0.1%):

Universal

Vision

Biotechnology

Co.

Ltd.

......................................

3,284

29,620

Industrials

(0.8%):

Fortune

Electric

Co.

Ltd.

.................................................

20,000

212,600

Information

Technology

(13.0%):

Elite

Material

Co.

Ltd.

...................................................

9,000

111,782

Gold

Circuit

Electronics

Ltd.

...............................................

31,600

223,924

King

Yuan

Electronics

Co.

Ltd.

.............................................

56,000

154,596

Taiwan

Semiconductor

Manufacturing

Co.

Ltd.

.................................

111,259

2,133,390

Unimicron

Technology

Corp.

..............................................

44,000

251,439

United

Microelectronics

Corp.

.............................................

152,000

259,028

Wiwynn

Corp.

.........................................................

3,000

177,663

3,311,822

3,801,552

Thailand

(1.6%):

Energy

(0.9%):

PTT

Exploration

&

Production

PCL-NVDR

....................................

52,100

226,997

Health

Care

(0.7%):

Bangkok

Dusit

Medical

Services

PCL-NVDR

..................................

224,400

182,277

409,274

Turkey

(1.0%):

Financials

(0.6%):

Yapi

ve

Kredi

Bankasi

AS

.................................................

255,849

169,398

Industrials

(0.4%):

Pegasus

Hava

Tasimaciligi

AS(b)

...........................................

4,269

94,128

263,526

United

Arab

Emirates

(1.9%):

Financials

(0.9%):

Emirates

NBD

Bank

PJSC

................................................

45,402

213,811

Real

Estate

(1.0%):

Emaar

Properties

PJSC

...................................................

122,310

263,775

477,586

United

Kingdom

(0.3%):

Health

Care

(0.3%):

Hikma

Pharmaceuticals

PLC

...............................................

3,485

79,398

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

14

Schedule

of

Portfolio

Investments

—

continued

December

31,

2023

See

notes

to

financial

statements.

Security

Name

Acquisition

Date

Cost

Gazprom

PJSC

.............................................

7/28/2021

$

464,042

Rosneft

Oil

Co.

PJSC,

GDR

....................................

3/6/2020

298,050

Sberbank

of

Russia

PJSC,

ADR

..................................

11/11/2020

416,883

Security

Description

Shares

Value

United

States

(0.8%):

Consumer

Discretionary

(0.8%):

Samsonite

International

SA(b)(c)

............................................

61,200

$

201,920

Total

Common

Stocks

(Cost

$21,784,942)

25,273,970

Total

Investments

(Cost

$21,784,942)

—

99.2%

25,273,970

Other

assets

in

excess

of

liabilities

—

0.8%

213,668

NET

ASSETS

-

100.00%

$

25,487,638

(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.

As

of

December

31,

2023,

the

fair

value

of

these

securities

was

$503,535

and

amounted

to

2.0%

of

net

assets.

(d)

Security

was

fair

valued

based

upon

procedures

approved

by

the

Board

of

Trustees

and

represents

less

than

0.05%

of

net

assets

as

of

December

31,

2023.

This

security

is

classified

as

Level

3

within

the

fair

value

hierarchy.

(See

Note

2

in

the

Notes

to

Financial

Statements)

(e)

The

following

table

details

the

earliest

acquisition

date

and

cost

of

the

Fund's

restricted

securities

due

to

trading

restrictions

at

December

31,

2023.

ADR

—

American

Depositary

Receipt

GDR

—

Global

Depositary

Receipt

NVDR

—

Non-Voting

Depository

Receipt

PCL

—

Public

Company

Limited

PLC

—

Public

Limited

Company

Statement

of

Assets

and

Liabilities

December

31,

2023

15

See

notes

to

financial

statements.

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

Assets:

Investments,

at

value

(Cost

$21,784,942)

$

25,273,970‌

Foreign

currency,

at

value

(Cost

$81,122)

81,133‌

Cash

328,809‌

Receivables:

Interest

and

dividends

130,701‌

Capital

shares

issued

3,864‌

Investments

sold

50,604‌

From

Adviser

22,100‌

Reclaims

512‌

Prepaid

expenses

43‌

Total

Assets

25,891,736‌

Liabilities:

Payables:

Investments

purchased

83,641‌

Capital

shares

redeemed

38,209‌

Accrued

foreign

capital

gains

taxes

204,219‌

Accrued

expenses

and

other

payables:

Investment

advisory

fees

21,212‌

Administration

fees

1,441‌

Custodian

fees

12,488‌

Transfer

agent

fees

80‌

Sub-Transfer

agent

fees

7,742‌

Compliance

fees

19‌

Trustees'

fees

127‌

Other

accrued

expenses

34,920‌

Total

Liabilities

404,098‌

Commitments

and

contingencies

(Note

4

)

Net

Assets:

Capital

25,101,484‌

Total

accumulated

earnings/(loss)

386,154‌

Net

Assets

$

25,487,638‌

Shares

(unlimited

shares

authorized

with

a

par

value

of

$0.001

per

share):

2,412,242‌

Net

asset

value:

$

10.57‌

Statement

of

Operations

For

the

Year

Ended

December

31,

2023

16

See

notes

to

financial

statements.

Victory

Variable

Insurance

Funds

Victory

Sophus

Emerging

Markets

VIP

Series

Investment

Income:

Dividends

$

751,718

Non-cash

dividends

56,848

Interest

7,645

Securities

lending

(net

of

fees)

213

Foreign

tax

withholding

(82,371)

Total

Income

734,053

Expenses:

Investment

advisory

fees

263,244

Administration

fees

14,566

Sub-Administration

fees

17,000

Custodian

fees

66,695

Transfer

agent

fees

298

Sub-Transfer

agent

fees

31,430

Trustees'

fees

3,634

Compliance

fees

241

Legal

and

audit

fees

33,729

Other

expenses

32,271

Total

Expenses

463,108

Expenses

waived/reimbursed

by

Adviser

(107,749)

Net

Expenses

355,359

Net

Investment

Income

(Loss)

378,694

Realized/Unrealized

Gains

(Losses)

from

Investments:

Net

realized

gains

(losses)

from

investment

securities

and

foreign

currency

transactions

(1,040,542)

Foreign

taxes

on

realized

gains

(59,891)

Net

change

in

unrealized

appreciation/depreciation

on

investment

securities

and

foreign

currency

translations

3,614,512

Net

change

in

accrued

foreign

taxes

on

unrealized

gains

(177,821)

Net

realized/unrealized

gains

(losses)

on

investments

2,336,258

Change

in

net

assets

resulting

from

operations

$

2,714,952

17

Victory

Variable

Insurance

Funds

Statements

of

Changes

in

Net

Assets

See

notes

to

financial

statements.

Victory

Sophus

Emerging

Markets

VIP

Series

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

From

Investment

Activities:

Operations:

Net

Investment

Income

(Loss)

$

378,694

$

631,073

Net

realized

gains

(losses)

(

1,100,433

)

(

1,907,179

)

Net

change

in

unrealized

appreciation/depreciation

3,436,691

(

6,947,762

)

Change

in

net

assets

resulting

from

operations

2,714,952

(

8,223,868

)

Change

in

net

assets

resulting

from

distributions

to

shareholders

(

819,245

)

(

6,300,829

)

Change

in

net

assets

resulting

from

capital

transactions

(

2,578,153

)

2,680,527

Change

in

net

assets

(

682,446

)

(

11,844,170

)

Net

Assets:

Beginning

of

period

26,170,084

38,014,254

End

of

period

$

25,487,638

$

26,170,084

Capital

Transactions:

Proceeds

from

shares

issued

$

606,514

$

825,133

Distributions

reinvested

819,245

6,300,829

Cost

of

shares

redeemed

(

4,003,912

)

(

4,445,435

)

Change

in

net

assets

resulting

from

capital

transactions

$

(

2,578,153

)

$

2,680,527

Share

Transactions:

Issued

58,182

62,810

Reinvested

78,849

623,161

Redeemed

(

384,441

)

(

328,009

)

Change

in

Shares

(

247,410

)

357,962

Victory

Variable

Insurance

Funds

Financial

Highlights

For

a

Share

Outstanding

Throughout

Each

Period

18

See

notes

to

financial

statements.

Victory

Sophus

Emerging

Markets

VIP

Series

Year

Ended

December

31,

2023

Year

Ended

December

31,

2022

Year

Ended

December

31,

2021

Year

Ended

December

31,

2020

Year

Ended

December

31,

2019

Net

Asset

Value,

Beginning

of

Period

$9.84

$16.52

$17.76

$15.73

$13.59

Investment

Activities:

Net

investment

income

(loss)(a)

0.15

0.29

0.13

0.07

0.29

Net

realized

and

unrealized

gains

(losses)

0.93

(3.95)

(0.91)

2.42

2.85

Total

from

Investment

Activities

1.08

(3.66)

(0.78)

2.49

3.14

Distributions

to

Shareholders

from:

Net

investment

income

(0.35)

(0.09)

(0.16)

(0.32)

(0.16)

Net

realized

gains

—

(2.93)

(0.30)

(0.14)

(0.84)

Total

Distributions

(0.35)

(3.02)

(0.46)

(0.46)

(1.00)

Net

Asset

Value,

End

of

Period

$10.57

$9.84

$16.52

$17.76

$15.73

Total

Return(b)(c)

11.03%

(22.46)%

(4.42)%

16.02%

23.28%

Ratios

to

Average

Net

Assets:

Net

Expenses(d)

1.35%

1.35%

1.35%

1.35%

1.35%

Net

Investment

Income

(Loss)

1.44%

2.07%

0.68%

0.49%

1.93%

Gross

Expenses(d)

1.76%

1.62%

1.53%

1.48%

1.40%

Supplemental

Data:

Net

Assets

at

end

of

period

(000's)

$25,488

$26,170

$38,014

$45,020

$44,571

Portfolio

Turnover

65%

53%

85%

96%

91%

(a)

Per

share

net

investment

income

(loss)

has

been

calculated

using

the

average

daily

shares

method.

(b)

Assumes

reinvestment

of

all

net

investment

income

and

realized

capital

gain

distributions,

if

any,

during

the

period.

Includes

adjustments

in

accordance

with

U.S.

Generally

Accepted

Accounting

Principles

and

could

differ

from

the

reported

return.

(c)

Total

returns

do

not

reflect

the

effects

of

charges

deducted

pursuant

to

the

terms

of

The

Guardian

Insurance

&

Annuity

Company,

Inc.'s

variable

contracts.

Inclusion

of

such

charges

would

reduce

the

total

returns

for

all

periods

shown.

(d)

Does

not

include

acquired

fund

fees

and

expenses,

if

any.

Notes

to

Financial

Statements

December

31,

2023

Victory

Variable

Insurance

Funds

19

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 six

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 Victory

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.

Victory

Capital

Management

Inc.

(“VCM”

or

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

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 Fund

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

(unadjusted)

in

active

markets

for

identical

securities

Level

2

—

other

significant

observable

inputs

(including

quoted

prices

for

similar

securities,

interest

rates,

or

credit

spreads,

applicable

to

those

securities,

etc.)

Level

3

—

significant

unobservable

inputs

(including

the

Adviser’s

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

risks

associated

with

entering

into

those

investments.

The Adviser,

appointed

as

the

valuation

designee

by the

Trust's

Board

of

Trustee

(the

"Board"),

has

established

the

Pricing

and

Liquidity

Committee

(the

“Committee”),

and

subject

to

Board

oversight,

the

Committee

administers

and

oversees

the

Fund’s

valuation

policies

and

procedures,

which

were

approved

by

the

Board.

Portfolio

securities

listed

or

traded

on

securities

exchanges,

including

Exchange-Traded

Funds

(“ETFs”),

and

American

Depositary

Receipts,

are

valued

at

the

last

sale

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

closing 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,

other

than

ETFs, are

valued

at their

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 its

international

equity

securities.

The

valuations

are categorized

as

Level

2

in

the

fair

value

hierarchy.

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

20

A

summary

of

the

valuations

as

of

December

31,

2023, based

upon

the

three

levels

defined

above,

is

included

in

the

table

below

while

the

breakdown,

by

category,

of

investments

is

disclosed

on

the

Schedule

of

Portfolio

Investments:

As

of December

31,

2023,

there

were

no

transfers

into/out

of

Level

3.

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 the

Fund

to

purchase

or

sell

a

specific

currency

at

a

future

date

at

a

price

(in

U.S.

dollars)

set

at

the

time

of

the

contract.

The

Fund

does

not

engage

in

“cross-currency”

foreign

exchange

contracts

(i.e.,

contracts

to

purchase

or

sell

one

foreign

currency

in

exchange

for

another

foreign

currency).

The

Fund’s

foreign

exchange

currency

contracts

might

be

considered

spot

contracts

(typically

a

contract

of

one

week

or

less)

or

forward

contracts

(typically

a

contract

term

over

one

week).

A

spot

contract

is

entered

into

for

purposes

of

hedging

against

foreign

currency

fluctuations

relating

to

a

specific

portfolio

transaction,

such

as

the

delay

between

a

security

transaction

trade

date

and

settlement

date.

Forward

contracts

are

entered

into

for

purposes

of

hedging

portfolio

holdings

or

concentrations

of

such

holdings. 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.

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). As

of December

31,

2023,

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

and recorded

daily

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.

Non-cash

dividends

included

in

income,

if

any,

are

recorded

at

the

fair

value

of

the

securities

received. 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

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

Level

1

Level

2

Level

3

Total

Victory

Sophus

Emerging

Markets

VIP

Series

Common

Stocks

............................

$

4,275,027

$

20,993,539

$

5,404

$

25,273,970

Total

....................................

$

4,275,027

$

20,993,539

$

5,404

$

25,273,970

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

21

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,

2023,

the

Fund

did

not

have

any

securities

on

loan. 

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,

if

any,

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,

if

any,

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:

The

Fund

intends

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,

2023,

the

Fund

did

not

incur

any

income

tax,

interest,

or

penalties,

and

has

recorded

no

liability

for

net

unrecognized

tax

benefits

relating

to

uncertain

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 the

Fund

are

charged

to the

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,

2023,

were

as

follows:

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.

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,

2023,

are

reflected

on

the

Statement

of

Operations

as

Investment

advisory

fees.

Excluding

U.S.

Government

Securities

Purchases

Sales

Victory

Sophus

Emerging

Markets

VIP

Series

..............................................

$

16,903,234

$

20,081,985

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

22

Administration

and

Servicing

Fees:

VCM

also

serves

as

the

Fund’s

administrator

and

fund

accountant.

Under

the Administration

and

Fund

Accounting

Agreement,

VCM

is

paid

an

administration

fee

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:

Amounts

incurred

for

the

year

ended

December

31,

2023,

are

reflected

on

the

Statement

of

Operations

as

Administration

fees.

Citi

Fund

Services

Ohio,

Inc.

(“Citi”),

an

affiliate

of

Citibank,

acts

as

sub-administrator

and

sub-fund

accountant

to

the

Fund

pursuant

to

the

Sub-Administration

and

Sub-Fund

Accounting

Services

Agreement

between

VCM

and

Citi.

VCM

pays

Citi

a

fee

for

providing

these

services.

The Fund

reimburses

VCM

and

Citi

for

out-of-pocket

expenses

incurred

in

providing

these

services

and

certain

other

expenses

specifically

allocated

to

the

Fund.

Amounts

incurred

for

the year

ended

December

31,

2023,

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

Victory

Portfolios

III (collectively,

the

“Victory

Funds

Complex”),

in

aggregate,

compensate

the

Adviser

for

these

services.

Amounts

incurred

for

the year

ended

December

31,

2023,

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,

2023,

are

reflected

on

the

Statement

of

Operations

as

Transfer

agent

fees.

Sub-Transfer

Agency

Fees: 

The

Fund

has

entered

into

Sub-Transfer

Agency

Agreements

with

financial

intermediaries

that

provide

recordkeeping,

processing,

shareholder

communications

and

other

services

to

customers

of

the

intermediaries

that

hold

positions

in

the

Fund

and

has

agreed

to

compensate

the

intermediaries

for

providing

those

services.

Intermediaries

transact

with

the

Fund

primarily

through

the

use

of

omnibus

accounts

on

behalf

of

their

customers

who

hold

positions

in

the

Fund.

These

services

would

have

been

provided

by

the

Fund’s

transfer

agent

and

other

service

providers

if

the

shareholders’

accounts

were

maintained

directly

at

the

Fund’s

transfer

agent.

Amounts

incurred

for

the

year ended

December

31,

2023,

are

reflected

on

the

Statement

of

Operations

as

Sub-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,

2023,

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 Trust

until

at

least

April

30,

2024.

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 the

Fund’s

business

are

excluded

from

the

expense

limit.

As

of

December

31,

2023,

the

expense

limit (excluding

voluntary

waivers) was:

Under

the

terms

of

the

expense

limitation

agreement, 

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.

The

Fund

has

not

recorded

any

amounts

available

to

be

repaid

to

the

Adviser

as

a

commitment

and

contingency

liability

due

to

an

assessment

that

such

repayments

are

not

probable

at

December

31,

2023.

Net

Assets

Up

to

$15

billion

$15

billion

—

$30

billion

Over

$30

billion

0.08%,

plus

0.05%,

plus

0.04%

In

effect

until

April

30,

2024

Victory

Sophus

Emerging

Markets

VIP

Series

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

.

1.35%

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

23

As

of December

31,

2023,

the

following amounts

are

available

to

be

repaid

to

the

Adviser. 

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 are

not

available

to

be

recouped

at

a

future

time.

There

were

no

voluntary

waivers

or

reimbursements

for

the year

ended

December

31,

2023.

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.

Market

Risk

—

Overall

market

risks

may

affect

the

value

of

the

Fund.

Domestic

and

international

factors

such

as

political

events,

war,

terrorism,

trade

disputes,

inflation

rates,

interest

rate

levels,

and

other

fiscal

and

monetary

policy

changes;

cybersecurity

incidents,

pandemics,

and

other

public

health

crises;

sanctions

against

a

particular

foreign

country,

its

nationals,

businesses,

or

industries;

and

related

geopolitical

events,

as

well

as

environmental

disasters

such

as

earthquakes,

fires,

and

floods,

or

other

catastrophes,

may

add

to

instability

in

global

economies

and

markets

generally,

and

may

lead

to

increased

market

volatility.

Global

economies

and

financial

markets

are

highly

interconnected,

which

increases

the

possibility

that

conditions

in

one

country

or

region

might

adversely

affect

issuers

in

another

country

or

region.

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,

limited

reliable

access

to

capital,

less

government

regulation

(including

limitations

on

the

available

rights

and

remedies),

market

manipulation

concerns,

less

extensive

and

less

frequent

recordkeeping,

accounting,

financial

and

other

reporting

requirements,

risk

of

loss

resulting

from

problems

in

share

registration

and

custody,

risks

related

to

foreign

investment

structures,

substantial

economic

and

political

disruptions

and

the

nationalization

of

foreign

deposits

or

assets.

Foreign

Securities

Risk

— Foreign

markets

can

be

more

volatile

than

the

U.S.

market

due

to

increased

risks

of

adverse

issuer,

political,

regulatory,

market,

or

economic

developments

and

can

perform

differently

from

the

U.S.

market.

Global

markets,

or

those

in

a

particular

region,

may

all

react

in

similar

fashion

to

important

political,

economic,

or

other

developments.

Events

and

evolving

conditions

in

certain

economies

or

markets

may

alter

the

risks

associated

with

investments

tied

to

countries

or

regions

that

historically

were

perceived

as

comparatively

stable

and

make

such

investments

riskier

and

more

volatile.

Certain

Russian

securities

held

by

the

Fund

had

declared

dividends,

however

there

is

no

assurance

these

dividends

can

be

collected

by

the

Fund.

As

a

result,

all

such

dividend

receivables

related

to

these

Russian

securities

are

valued

at

zero

as

of

the

current

fiscal

year-end.

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.

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,

2023,

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

paid

a

pro-rata

portion

of

the

commitment

fees

plus

any

interest

on

amounts

borrowed.

Interest

is

based

on

the

one-month Secured

Overnight

Financing

Rate

(SOFR)

plus

1.10

percent.

Effective

June

27,

2023,

the

agreement

was

renewed

with

a

termination

date

of

June 24,

2024, and

the

annual

commitment

fee

of

0.15%

remained

unchanged. Interest

charged

to

the

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,

2023.

Interfund

Lending:

The

Trust

and

the

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

Expires

2024

Expires

2025

Expires

2026

Total

Victory

Sophus

Emerging

Markets

VIP

Series

................................

$

78,687

$

81,408

$

107,749

$

267,844

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

24

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

(as

defined

in

the

Order),

interest

charged

to

the

Fund,

if

any,

during

the

period,

is

reflected

on

the

Statement

of

Operations

under

Interfund

lending

fees.

As

a

Lender

(as

defined

in

the

Order),

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,

2023.

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,

2023,

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).

As

of

December

31,

2023,

the

components

of

accumulated

earnings/(loss)

on

a

tax

basis

were

as

follows:

*

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

company

adjustments.

As

of December

31,

2023,

the

Fund

had

net

capital

loss

carryforwards as

shown

in the

table

below.

It

is

unlikely

that

the

Board

will

authorize

a

distribution

of

capital

gains

realized

in

the

future

until

the

capital

loss

carryforwards

have

been

used.

As

of December

31,

2023,

the

cost

basis

for

federal

income

tax

purposes,

gross

unrealized

appreciation,

gross

unrealized

depreciation,

and

net

unrealized

appreciation

(depreciation)

for

investments were

as

follows: 

Year

Ended

December

31,

2023

Distributions

Paid

From:

Ordinary

Income

Total

Distributions

Paid

Victory

Sophus

Emerging

Markets

VIP

Series

......................................................

$

819,245

$

819,245

Year

Ended

December

31,

2022

Distributions

Paid

From:

Ordinary

Income

Net

Long-

Term

Capital

Gains

Total

Distributions

Paid

Victory

Sophus

Emerging

Markets

VIP

Series

.........................................

$

3,022,253

$

3,278,576

$

6,300,829

Undistributed

Ordinary

Income

Accumulated

Earnings

Accumulated

Capital

And

Other

Losses

Unrealized

Appreciation

(Depreciation)*

Total

Accumulated

Earnings

(Loss)

Victory

Sophus

Emerging

Markets

VIP

Series

...........

$

691,056

$

691,056

$

(3,307,795)

$

3,002,893

$

386,154

Short-Term

Amount

Long-Term

Amount

Total

Victory

Sophus

Emerging

Markets

VIP

Series

.................................

$

(2,734,889)

$

(572,906)

$

(3,307,795)

Cost

of

Investments

for

Federal

Tax

Purposes

Gross

Unrealized

Appreciation

Gross

Unrealized

Depreciation

Net

Unrealized

Appreciation

(Depreciation)

Victory

Sophus

Emerging

Markets

VIP

Series

............

$

22,042,341

$

6,003,735

$

(2,772,106)

$

3,231,629

Notes

to

Financial

Statements

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

25

8.

New

Regulatory

Pronouncement:

In

October

2022,

the

SEC

adopted

the

Tailored

Shareholder

Reports

Rule

and

form

amendments

that

require,

among

other

things,

mutual

funds

and

ETFs

to

prepare

and

transmit

streamlined

annual

and

semi-annual

shareholder

reports.

In

connection

with

these

amendments,

certain

information

that

was

previously

disclosed

in

shareholder

reports

will

instead

be

made

available

online,

delivered

free

of

charge

upon

request,

and

filed

with

the

SEC

on

a

semi-annual

basis.

Also

in

connection

with

these

amendments,

annual

and

semi-annual

reports

will

be

provided

directly

to

shareholders,

either

in

paper

or

(if

the

shareholder

has

so

elected)

electronically.

Compliance

with

the

rule

and

form

amendments

begins

in

July

2024.

At

this

time,

management

is

evaluating

the

impact

of

these

amendments

on

the

shareholder

reports

for

the

Fund.

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

Sophus

Emerging

Markets

VIP

Series

(the

“Fund”),

a

series

of

Victory

Variable

Insurance

Funds,

as

of

December

31,

2023,

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

five

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,

2023,

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

five

years

in

the

period

then

ended,

in

conformity

with

accounting

principles

generally

accepted

in

the

United

States

of

America.

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,

2023,

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.

COHEN

&

COMPANY,

LTD.

Cleveland,

Ohio

February

15,

2024

Supplemental

Information

December

31,

2023

Victory

Variable

Insurance

Funds

27

(Unaudited)

Trustee

and

Officer

Information

Board

of

Trustees:

Overall

responsibility

for

management

of

the

Trust

rests

with

the

Board.

The

Trust

is

managed

by

the

Board

in

accordance

with

the

laws

of

the

State

of

Delaware.

There

are

currently

nine

Trustees,

eight

of

whom

are

not

“interested

persons”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Independent

Trustees”)

and

one

of

whom

is

an

“interested

person”

of

the

Trust

within

the

meaning

of

that

term

under

the

1940

Act

(“Interested

Trustee”).

The

Trustees,

in

turn,

elect

the

officers

of

the

Trust

to

actively

supervise

its

day-to-day

operations.

The

following

tables

list

the

Trustees,

their

date

of

birth,

position

with

the

Trust,

commencement

of

service,

principal

occupations

during

the

past

five

years,

and

any

directorships

of

other

investment

companies

or

companies

whose

securities

are

registered

under

the

Securities

Exchange

Act

of

1934,

as

amended,

or

who

file

reports

under

that

Act.

Each

Trustee

oversees 6

portfolios

in

the

Trust,

37

portfolios

in

Victory

Portfolios,

and 27

portfolios

in

Victory

Portfolios

II,

each

a

registered

investment

company

that,

together

with

the

Trust,

comprise

the

Victory

Fund

Complex.

Each

Trustee’s

address

is

c/o

Victory

Portfolios,

4900

Tiedeman

Road,

4th

Floor,

Brooklyn,

Ohio

44144.

*

The

Board

has

designated

Ms.

Beard

as

its

Audit

Committee

Financial

Expert.

**

Mr.

Bushe

retired

from

the

Board

effective

January

1,

2024.

***

Mr.

Pettee

was

appointed

to

serve

as

an

Independent

Trustee

of

the

Trust

effective

January

1,

2024.

****

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.

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,

(October

1951)

Trustee

February

2005

Consultant

(since

2006).

None.

Nigel

D.

T.

Andrews,

(April

1947)

Trustee

August

2002

Retired.

Director,

Carlyle

Secured

Lending,

Inc.

(formerly

TCG

BDC

I,

Inc.)

(since

2012);

Director,

Carlyle

Credit

Solutions,

Inc.

(formerly

TCG

BDC

II,

Inc.)

(since

2017);

Trustee,

Carlyle

Secured

Lending

III

(since

2021).

E.

Lee

Beard,*

(October

1951)

Trustee

February

2005

Retired.

None.

Dennis

M.

Bushe,**

(October

1951)

Trustee

July

2016

Retired.

None.

John

L.

Kelly,

(April

1953)

Chair

and

Trustee

February

2015

Managing

Partner,

Active

Capital

Partners

LLC

(since

October

2017).

Director,

Caledonia

Mining

Corporation

(since

May

2012).

David

L.

Meyer,

(April

1957)

Trustee

December

2008

Retired.

None.

Gloria

S.

Nelund,

(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,

(December

1944)

Trustee

February

1998

Private

Investor.

Chair,

Caledonia

Mining

Corporation

(2013-2023).

Advisory

Trustee

Timothy

Pettee,***

(April

1958)

Advisory

Trustee

January

2023

Chief

Investment

Officer,

Hoya

Capital

Real

Estate

LLC

(since

February

2022);

Chief

Investment

Officer,

Sun

America

Asset

Management

Corp.

(January

2003-

July

2021).

None.

Interested

Trustee

David

C.

Brown,****

(May

1972)

Trustee

May

2008

Chief

Executive

Officer

and

Chairman

(since

2013),

the

Adviser;

Chief

Executive

Officer

and

Chairman

(since

2013),

Victory

Capital

Holdings,

Inc.;

Director

(since

2013),

Victory

Capital

Services,

Inc.;

Director

(since

2019),

Victory

Capital

Transfer

Agency,

Inc.

Trustee,

Victory

Portfolios

III;

Board

Member,

Victory

Capital

Services,

Inc.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

28

(Unaudited)

Officers:

The

officers

of

the

Trust

are

elected

by

the

Board

to

actively

supervise

the

Trust’s

day-to-day

operations.

The

officers

of

the

Trust,

their

date

of

birth,

the

length

of

time

served,

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

15935

La

Cantera

Parkway,

San

Antonio,

Texas

78256.

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

James

K.

De

Vries,

(April

1969)

President

May

2023

Head

of

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Executive

Director,

the

Adviser

(7/1/19-4/30/23);

Executive

Director,

Investment

and

Financial

Administration,

USAA

(2012-

6/30/19);

Treasurer,

USAA

Mutual

Funds

Trust

(2018-4/30/23).

Mr.

De

Vries

also

serves

as

the

Principal

Executive

Officer

for

the

Funds,

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Scott

A.

Stahorsky,

(July

1969)

Vice

President

December

2014

Director,

Third-Party

Dealer

Services

&

Reg

Administration,

Fund

Administration,

the

Adviser

(5/1/23-present);

Vice

President,

Victory

Capital

Transfer

Agency,

Inc.

(4/20/23-present);

Manager,

Fund

Administration,

the

Adviser

(2015-4/30/23).

Mr.

Stahorsky

also

serves

as

Vice

President

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Thomas

Dusenberry,

(July

1977)

Secretary

May

2022

Director,

Fund

Administration,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2022-4/30/23);

Treasurer

and

Principal

Financial

Officer

(2020-2022),

Assistant

Treasurer

(2019),

Salient

MF

Trust,

Salient

Midstream,

MLP

Fund,

and

Forward

Funds;

Principal

Financial

Officer

(2018-

2021)

and

Treasurer

(2020-2021),

Salient

Private

Access

Funds

and

Endowment

PMF

Funds;

Senior

Vice

President

of

Fund

Accounting

and

Operations,

Salient

Partners

(2020-2022);

Director

of

Fund

Operations,

Salient

Partners

(2016-2019).

Mr.

Dusenberry

also

serves

as

Secretary

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Allan

Shaer,

(March

1965)

Treasurer

May

2017

Senior

Vice

President,

Financial

Administration,

Citi

Fund

Services

Ohio,

Inc.

(since

2016).

Mr.

Shaer

also

serves

as

the

Funds’

Principal

Financial

and

Accounting

Officer.

Mr.

Shaer

also

serves

as

Treasurer

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Christopher

A.

Ponte,

(March

1984)

Assistant

Treasurer

December

2017

Director,

Fund

and

Broker

Dealer

Finance,

the

Adviser

(5/1/23-present);

Manager,

Fund

Administration,

the

Adviser

(2017-4/30/23);

Chief

Financial

Officer,

Victory

Capital

Services,

Inc.

(since

2018).

Mr.

Ponte

also

serves

as

Assistant

Treasurer

of

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Carol

D.

Trevino,

(October

1965)

Assistant

Treasurer

February

2023

Director,

Financial

Reporting,

Fund

Administration,

the

Adviser

(5/1/23-present);

Director,

Accounting

and

Finance,

the

Adviser

(7/1/19-4/30/23);

Accounting/Financial

Director,

USAA

(12/13-

6/30/19).

Ms.

Trevino

also

serves

as

Assistant

Treasurer

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Sean

Fox,

(September

1976)

Chief

Compliance

Officer

June

2022

Senior

Compliance

Officer,

the

Adviser

(2019-present);

Compliance

Officer,

the

Adviser

(2015-2019).

Mr.

Fox

also

serves

as

Chief

Compliance

Officer

for

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Michael

Bryan,

(December

1962)

Anti-Money

Laundering

Compliance

Officer

and

Identity

Theft

Officer

May

2023

Vice

President,

CCO

Compliance

Support

Services,

Citi

Fund

Services

Ohio,

Inc.

(2008-present).

Mr.

Bryan

also

serves

as

the

Anti-Money

Laundering

Compliance

Officer

and

identity

Theft

Officer

for

Victory

Portfolios,

Victory

Portfolios

II

and

Victory

Portfolios

III.

Jay

G.

Baris,

(January

1954)

Assistant

Secretary

February

1998

Partner,

Sidley

Austin

LLP

(since

2020);

Partner,

Shearman

&

Sterling

LLP

(2018-2020).

Victory

Variable

Insurance

Funds

29

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Proxy

Voting

and

Portfolio

Holdings

Information 

Proxy

Voting:

Information

regarding

the

Fund’s

policies

and

procedures

—

which

describes

how

we

vote

proxies

relating

to

portfolio

securities

—

is

included

in

the

Fund’s

Statement

of

Additional

Information

on

our

website

or

upon

request

by

calling

800-539-3863.

The

Fund

files

its

proxy

voting

record

with

the

U.S.

Securities

and

Exchange

Commission

(SEC)

for

the

12

months

ended

June

30

by

August

31.

The

proxy

voting

record

is

available

free

of

charge

on

the

SEC

website

at sec.gov and

on

our

website.

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-P

and

is

available

on

the

SEC’s

website

at

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,

2023,

through

December

31,

2023.

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

7/1/23

Actual

Ending

Account

Value

12/31/23

Hypothetical

Ending

Account

Value

12/31/23

Actual

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Hypothetical

Expenses

Paid

During

Period

7/1/23

-

12/31/23*

Annualized

Expense

Ratio

During

Period

7/1/23

-

12/31/23

Victory

Sophus

Emerging

Markets

VIP

Series

...

$

1,000.00

$

1,025.90

$

1,018.40

$

6.89

$

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).

Victory

Variable

Insurance

Funds

30

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Additional

Federal

Income

Tax

Information 

For

the

fiscal

year

ended

December

31,

2023,

the

Fund

hereby

designates

the

maximum

amount

allowable

of

its

net

taxable

income

as

qualified

dividends

taxed

at

individual

net

capital

gain

rates.

Shareholders

will

be

notified

via

IRS

Form

1099

of

the

amounts

for

use

in

preparing

their

income

tax

return.

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,

2023,

were $0.36

and

$0.06,

respectively.

Victory

Variable

Insurance

Funds

31

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Considerations

of

the

Board

in

Continuing

the

Investment

Advisory

Agreement

(the

“Agreement”)

The

Board

approved

the

Agreement

on

behalf

of

the

Fund

at

a

meeting,

which

was

called

for

that

purpose,

on

December

5,

2023.

The

Board

also

considered

information

relating

to

the

Fund

and

the

Agreement

provided

throughout

the

year

and,

more

specifically,

at

the

meetings

on

October

17,

2023

and

December

5,

2023.

In

considering

whether

to

approve

the

Agreement,

the

Board

requested

from

the

Adviser

certain

information

concerning

the

Fund

to

assist

it

in

evaluating

the

terms

of

the

Agreement.

In

response

to

the

request

from

the

Independent

Trustees,

the

Adviser

provided

information

and

reports

relevant

to

the

continuation

of

the

Agreement.

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.

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)

and

whether

breakpoints

would

be

appropriate;

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

business

and

services

with

respect

to

the

Fund

and

with

respect

to

all

the

funds

as

a

whole.

The

Board

retained

an

independent,

third-party

consultant

to

provide

comparative

information

about

fees,

expenses

and

performance,

and

to

design

and

maintain

a

database

of

relevant

information

designed

to

assist

the

Board

in

retrieving

and

analyzing

comparative

information.

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.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

32

(Unaudited)

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,

2023,

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-

and

ten-year

periods,

and

underperformed

both

the

benchmark

index

and

the

peer

group

median

for

the

three-

and

five-year

periods.

Having

considered,

among

other

things:

(1) that

the

Fund’s

management

fee

was

within

the

ranges

of

advisory

fees

charged

to

comparable

mutual

funds;

(2)

that

the

Fund’s

total

expense

ratio

was

reasonable;

(3)

the

Adviser’s

willingness

to

limit

the

expenses

for

a

period

of

time

would

provide

stability

to

the

Fund’s

expenses

during

that

period;

and

(4)

the

performance

of

the

Fund,

the

Board

concluded

that

the

Agreement

continued

to

be

in

the

best

interests

of

the

Fund’s

shareholders.

Conclusion

Based

on

its

review

of

the

information

requested

and

provided,

and

following

extended

discussions,

the

Board

determined

that:

(i)

the

Adviser’s

services

benefitted

the

Fund’s

shareholders,

particularly

in

light

of

the

nature

of

the

Fund

and

the

services

required

to

support

the

Fund;

(ii)

it

was

generally

satisfied

with

the

nature,

quality

and

extent

of

the

services

provide

by

the

Adviser

to

the

Fund;

and

(iii)

the

Agreement,

on

behalf

of

the

Fund,

was

consistent

with

the

best

interests

of

the

Fund

and

its

shareholders.

Accordingly,

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

entails

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

and

supporting

quality

portfolio

management

teams;

and

The

overall

high

quality

of

the

personnel,

operations,

financial

condition,

investment

management

capabilities,

methodologies

and

perfor-

mance

of

the

Adviser.

Victory

Variable

Insurance

Funds

33

(Unaudited)

Supplemental

Information

—

continued

December

31,

2023

Privacy

Policy

Facts

WHAT

DOES

VICTORY

DO

WITH

YOUR

PERSONAL

INFORMATION?

Why?

Financial

companies

choose

how

they

share

your

personal

information.

Federal

law

gives

consumers

the

right

to

limit

some,

but

not

all

sharing.

Federal

law

also

requires

us

to

tell

you

how

we

collect,

share,

and

protect

your

personal

information.

Please

read

this

notice

carefully

to

understand

what

we

do.

What?

The

types

of

personal

information

we

collect,

and

share

depend

on

the

product

or

service

you

have

with

us.

This

information

can

include:

■

Social

Security

number

and

income.

■

Account

balances

and

account

transactions.

■

Data

from

public

sources

and

third-party

data

services.

How?

All

financial

companies

need

to

share

customers’

personal

information

to

run

their

everyday

business

as

permitted

by

law.

For

example,

we

share

with

print

and

mail

companies

that

assist

us

in

sending

mail.

In

the

section

below,

we

list

the

reasons

financial

companies

can

share

their

customers’

personal

information,

the

reasons

Victory

chooses

to

share

and

whether

you

can

limit

this

sharing.

Reasons

we

can

share

your

personal

information

Does

Victory

share?

Can

you

limit

this

sharing?

For

our

everyday

business

purposes

—

such

as

to

process

your

transactions,

maintain

your

accounts,

respond

to

court

orders

and

legal

investigations,

or

report

to

credit

bureaus

Yes

No

For

our

marketing

purposes

—

to

offer

products

and

services

provided

by

Victory

Yes

No

For

joint

marketing

—

sharing

with

other

financial

companies

to

jointly

market

the

other

company’s

products

or

services

No

We

do

not

share

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

Victory

transactions

and

experiences

Yes

No

For

everyday

business

purposes

of

the

Victory

family

of

companies

—

this

can

include

information

about

your

creditworthiness

or

insurability

No

We

do

not

share

For

non-Victory

companies

to

market

to

you

No

We

do

not

share

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

34

(Unaudited)

To

limit

our

sharing

■

Visit

us

online:

vcm.com/optout

■

Call

(877)

660-4400

–

our

menu

will

prompt

you

through

your

choices.

Please

note:

If

you

are

a

new

customer,

we

can

begin

sharing

this

information

30

days

from

the

date

we

sent

this

notice.

When

you

are

no

longer

our

customer,

we

continue

to

share

and

protect

your

information

as

described

in

this

notice.

However,

you

can

contact

us

at

any

time

to

limit

our

sharing.

Questions?

Call

your

account

representative

or

(877)

660-4400

and

ask

to

speak

to

a

representative.

Who

we

are

Who

is

providing

this

notice?

Victory

Capital

Holdings,

Inc.,

and

its

family

of

companies,

including

companies

identified

with

the

Victory

Capital

name

as

described

in

the

affiliates

section

below.

What

we

do

How

does

Victory

protect

my

personal

information?

To

protect

your

personal

information

from

unauthorized

access

and

use,

we

use

security

measures

that

comply

with

federal

law.

These

measures

include

computer

safeguards

and

secured

files

and

buildings.

How

does

Victory

collect

my

personal

information?

We

collect

your

personal

information,

for

example,

when

you:

■

Open

an

account

or

make

deposits

or

withdrawals

from

your

account.

■

Give

us

your

contact

or

account

information.

■

Direct

us

to

buy

or

sell

securities.

We

also

collect

your

personal

information

from

others,

such

as

credit

bureaus,

affiliates,

or

other

companies.

Why

can’t

I

limit

all

sharing?

Federal

law

gives

you

the

right

to

limit

only:

■

Sharing

among

affiliated

companies

for

everyday

business

purposes

information

about

your

creditworthiness

and

insurability.

■

Affiliates

from

using

your

information

to

market

to

you.

■

Sharing

for

nonaffiliates

to

market

to

you.

State

laws

and

individual

companies

may

give

you

additional

rights

to

limit

sharing.

See

below

for

more

on

your

rights

under

state

law.

What

happens

when

I

limit

sharing

for

an

account

I

hold

jointly

with

someone

else?

Your

choices

will

apply

to

everyone

on

your

account.

Definitions

Victory

family

of

companies

(affiliates)

Companies

owned

or

controlled

by

Victory

Capital

Holdings,

Inc.

They

can

be

financial

and

nonfinancial

companies

in

the

Victory

family

of

companies.

■

The

Victory

family

of

companies

includes:

companies

with

a

Victory

Capital

name,

including

without

limitation

Victory

Capital

Services,

Inc.,

Victory

Capital

Transfer

Agency,

Inc.,

Victory

Capital

Management

Inc.

and

its

subsidiaries,

RS

Investments

(UK)

Limited,

RS

Investments

(Hong

Kong)

Limited,

and

RS

Investment

Management

(Singapore)

Pte.

Ltd.,

as

well

as

pooled

vehicles

managed

or

administered

by

Victory

Capital

Management

Inc.,

from

time

to

time.

Supplemental

Information

—

continued

December

31,

2023

Victory

Variable

Insurance

Funds

35

(Unaudited)

Non-Victory

companies

(nonaffiliates)

Companies

not

related

by

common

ownership

or

control.

They

can

be

financial

and

nonfinancial

companies.

■

We

only

share

with

non-Victory

companies

to

service

transactions

you

request

or

as

necessary

to

provide

our

services.

■

We

do

not

share

with

non-Victory

companies

so

they

can

market

their

products

to

you.

Joint

Marketing

A

formal

agreement

between

a

Victory

company

and

a

non-Victory

financial

company

to

market

the

non-Victory

company’s

products

or

services

to

you.

■

We

do

not

share

with

any

non-Victory

financial

company

for

joint

marketing.

Other

important

information

For

Nevada

Residents

:

Nevada

law

requires

that

we

tell

you

about

the

option

to

be

placed

on

our

internal

do-

not-call

list.

If

you’d

rather

not

receive

sales

calls

from

us,

please

call

(877)

660-4400

and

ask

to

speak

to

a

representative

so

we

can

place

you

on

our

do-not-call

list.

You

may

also

contact:

Bureau

of

Consumer

Protection

Office

of

the

Nevada

Attorney

General,

555

E.

Washington

Ave.,

Ste.

3900,

Las

Vegas,

NV

89101,

call

1-702-486-3132

or

Email:

BCPINFO@ag.state.nv.us.

For

Vermont

Residents

:

In

accordance

with

Vermont

law,

we

will

not

share

information

we

collect

about

you

with

companies

who

are

not

affiliates,

except

as

permitted

by

law,

such

as

with

your

consent

or

to

service

your

accounts.

We

will

not

share

information

about

your

creditworthiness

with

our

affiliates

without

your

authorization

or

consent,

but

we

may

share

information

about

our

transactions

or

experiences

with

you

with

our

affiliates

as

permitted

by

law.

For

California

Residents

:

In

accordance

with

California

law,

we

will

not

share

information

we

collect

about

you

with

nonaffiliates,

except

as

allowed

by

law.

For

example,

we

may

share

information

with

your

consent

or

to

service

your

accounts.

Among

our

affiliates,

we

will

limit

information

sharing

to

the

extent

required

by

California

law.

Victory

Funds

P.O.

Box

182593

Columbus,

Ohio

43218-2593

Visit

our

website

at:

vcm.com

Call

Victory

at:

800-539-FUND

(800-539-3863)

VVIF-RS-SEMVIP-AR

(12/23)

Item 1.  Reports to Stockholders.

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 expert is E. Lee Beard, who is “independent” for purposes of this Item 3 of Form N-CSR.

Item 4.  Principal Accountant Fees and Services.

	2023	2022
(a) Audit Fees (1)	$                       82,200	$                    80,950
(b) Audit-Related Fees (2)	0	0
(c) Tax Fees (3)	24,550	24,200
(d) 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, international tax fee transactions 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, 2023 and December 31, 2022, 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 2023 and 2022 are for recurring tax fees for the preparation of the federal and state tax returns and procedures performed relating to the Registrant’s analysis of complex securities.

(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)                          

2023	$                24,550
2022	$                24,200

(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.

(i) Not applicable.

(j) Not applicable.

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, Treasurer and Principal Financial Officer

Date_February 23, 2024________________

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/ James K. De Vries                                                                                         

                                                James K. De Vries, President and Principal Executive Officer

Date_February 23, 2024_________________

By (Signature and Title)*   /s/ Allan Shaer                                                                                                    

                                                Allan Shaer, Treasurer and Principal Financial Officer

Date_February 23, 2024_________________